Note: This story was dynamically reformatted for online reading convenience. Melissa slid her hands down the dress she had put on, smoothing it against her skin; the soft fabric clinging to her curves suggestively. She admired herself in the mirror, turning from side to side and watching the black fabric to make sure it didn't rise above her knees. The thirty year old brunette knew she looked good. Looked damn good. Satisfied that her silk panties weren't showing and that her bra was properly hidden underneath the dress, Melissa grabbed her handbag with her "collecting" equipment inside and slid on her high-heels. It was time to put her plan into action. She stepped outside of her house into the warm weather of late summer and locked the door behind her. Her large BMW SUV was waiting calmly for her in the driveway. Suburban life had been good to her, living within driving distance of the city was useful, but it was nice to have a house with a back-yard and some privacy. Her recently deceased uncle had left her quite a sizable amount of money when he passed away, in return for the unusual tastes that she had satisfied for him. Truth be told, she had really begun to enjoy their evenings together as he had suggested increasingly sordid activities and she had been only too happy to oblige. It had probably been the cockroaches that had finally sealed her addiction, she remembered wistfully. Had it really been 15 years since that first truly debaucherous night? It seemed so recent that he had offered her the new deal. She was kneeling between his legs at the time, lips wrapped around his turgid member, fingers working gently at her own steaming crotch while he reclined on the ancient comfortable sofa. He was heavy set, and smelled of old sweat as he lay there in his old pajamas, but this had been their ritual ever since she became a teenager and she enjoyed it like a familiar routine. The basement, where they partook of their mutual desires, was old and unlike the rest of her uncle's large house, was relatively unkempt. The rug that she knelt on was threadbare and covered in splatter from previous rendezvous, and the couch that her uncle rested on was covered in old crumbs and was damp from the cold cellar air and overhead pipes that occasionally dripped from their not-quite-perfect seals. It was not, then, uncommon for the occasional cockroach to be encountered down here, and was not surprising when one briefly dashed across the floor toward the couch. What WAS uncommon, was when it stopped halfway there, frozen as if it wasn't sure whether to be more concerned about the light it wanted to escape, or the people blocking its access to the dark safety underneath the couch. Melissa was too busy to notice, but her uncle caught a glimpse of it out of the corner of his eye and inside his brain strange thoughts started to surface: thoughts of perversions he had kept hidden deep inside for a long time. He knew that he was getting old, the same way that all 65 year olds knew that most of the best days of their lives had passed. He was on the long slow slide into oblivion and even though his lovely niece was taking care of his everyday needs, it occurred to him that perhaps now was the time to fulfill as many of his desires as possible. Reaching down to gently caress his niece's hair, he offered her a deal that would forever change both of their lives. "10,000 dollars" he said, and gestured at the cockroach as it finally made its mind and darted under the sofa. Melissa looked up in confusion, as strand of his pre-cum dripping from her red lips. "What?" she asked in confusion. Her uncle's eyes focused on her as he gathered the courage to finish his sentence. "I will give you 10,000 dollars if you do something very special for me." He continued, staring at her. "What did you want me to do?" Melissa asked slowly as she thought back on their relationship. He had never offered her money before, and she had never asked for any. What sort of thing did he have in mind that was worth 10,000 dollars? Sure he was rich, everyone knew he was rolling in money after he sold that pharmaceuticals company, but you didn't get to be rich by just throwing away money on silly things. Her uncle's voice dropped to barely a whisper now, obviously slightly ashamed but just brave enough to squeak out the request. "capture that cockroach, I want to see it wriggle..." he licked his lips and stared at the tight panties she was wearing as he continued "...I want to see it wriggle inside of your panties while you finish me off." Melissa stared at him blankly, not quite sure that she had heard him correctly. She licked the pre-cum from her lips and leaned back, looking questioningly at his face. "You want me to put a cockroach in my panties?" she asked incredulously. He nodded slowly "for 10,000 dollars. I have it in cash, you can have it tonight." Melissa was confused and slightly horrified about the idea, especially that her uncle would want her to do it, but ten grand was practically a fortune for a 15 year old. She hesitated briefly, then nodded slowly. "Okay, I'll do that for you." Her uncle was absolutely ecstatic that she had said yes. A huge grin broke out on his face and he reached down and kissed her joyfully on the lips. "Thank you so much!" he whispered. Melissa blushed at his enthusiasm and bent down to look under the couch. The darkness hid several old potato chip packets and a few pizza boxes that looked positive ancient. Guessing that the scuttling insects would be attracted to whatever remained inside the boxes, she chose one that was partially open as her target. Closing the lid firmly and dragging it out from underneath the sofa proved to be a great success. Inside she could hear the frantic scurrying of creatures trying to escape their cardboard prison. Glancing up, Melissa saw her uncle staring at her raptly as he rubbed his spittle covered cock gently up and down. She blushed again and turned her attention to the task at hand. 10,000 dollars? That was worth a little discomfort, it probably wouldn't even hurt. Besides, she loved her uncle and if a little weirdness meant that much to him then she was willing to endure some ickiness. Steeling her nerve, she flipped the box open and was immediately astonished at the number of roaches clustered around the measly remaining pizza crusts. Acting quickly she snatched out a hand and managed to grasp a medium-sized specimen without hurting it. The rest bolted out of the now-open box and escaped into the damp shadowy corners of the room. Her hands were closed gently over the insect, feeling it wriggle and try to escape. Melissa glanced back at her uncle briefly, his breathing was now heavier and it was obvious that he was trying not to ejaculate yet. She took a deep breath and stood up, walking close to the man who was absolutely entranced by her. "Could you pull open my panties?" she asked him, her hands busy with holding the insect. Her uncle reached out with a sticky hand, and gently pulled the waistband of her panties away from her body, leaving a pocket of silky material open for its insectoid cargo. Melissa slowly lowered her hands down and then gathered up her courage and dropped the cockroach into her waiting panties. Her uncle let go of the waistband as soon as the insect fell in, and trapped it against her skin. She shivered with a mix of revulsion and fascinated sexuality as the creature started writhing around in her panties, searching for a way to escape. Staring openly at the outline of the cockroach as it skittered around inside his niece's panties, Melissa's uncle had just enough foresight to grab the video-camera he kept next to the couch and turn it on. It was a brand new model, by that year's standards, and while it was a bit bulky it caught everything in excellent detail. Melissa was starting to shake slightly at the feelings going on in her panties. The insect had started trying to work its way away from the front and down toward the gusset as it tried to find escape. She squatted slightly and leaned back on her hands and feet in a crab-position in order to give her uncle better access with the video-camera. It was at this moment, as the cockroach from the pizza box was trying to escape, that it found the opening to her now-slick vagina. The 15 year old looked at her uncle in astonishment as she felt the insect scurry up inside of her. Her uncle seemed to have realized what happened as well as he met her wide-eyed gaze with equal amazement. Then she finally gave in to the strange and erotic feelings running through her mind, got back on her knees and resumed the blowjob she was giving him, frigging her clit through her white silky panties as she felt the insect wriggle intensely inside her. It only took a few minutes of sucking for her uncle to cum in thick salty ropes, filling her mouth up until dribbles of semen seeped out around the edges of her lips. She pulled back, holding the cum in her mouth as he lay back absolutely worn out. The camera was still running and Melissa wanted to make sure it captured the ending. She gently pulled the waistband of her panties out, looking down at where the cockroach had briefly been trapped before it crawled into her vagina, and opened her mouth to let her uncle's sperm drool out into the silk undergarments. Her uncle was already too exhausted to be paying attention, lying back and catching his breathe, but she knew that the camera would capture the filthy act as she released the waistband on her panties and masturbated herself to orgasm with her uncle's sperm. She could feel the cockroach inside her get pushed down toward her vagina opening as the contractions from her orgasm clenched her insides together. As she came down from her ecstasy, she held the gusset of her panties open and the roach finally wriggled free, coated in cum and juices, it quickly ran for cover under the sofa. Melissa's uncle ended up offering her 20 grand if she promised to come back again, and she grinned from ear to ear as she agreed. Shaking the memories from her head, she smiled and gently pulled her right hand out of her now damp panties and put it back on the wheel. She had a few stops to make tonight, and soon all of the preparations would be complete. The first destination was a nearby fast-food restaurant. A reputation for the greasiest of burgers was what made Tim's Meat-O-Rama a popular destination for the local crowd, but that wasn't what had drawn Melissa to it tonight. She had been paying its owner for the past 3 months to feed leftovers to her crop that she kept in a barrel in the back of the restaurant. Tonight would be the night that she was ready to harvest. The slick tarmac in the back parking lot of Tim's slid softly under the BMW's tyres as she pulled in and parked near a small locked shed in the corner of the lot. Melissa pulled out her phone and sent Tim a quick text message, letting him know that she was making the pickup, then slid out of the SUV and stretched her legs. Her jet-black high-heels made loud clicking noises on the pavement as she stepped around to the trunk and opened it up with a well-manicured hand. Inside was a modified vacuum cleaner that had been connected to her car's battery. She pulled the contraption down and dragged it to the edge of the shed, leaving its power cable trailing back to the SUV. Tim had given her a key to the shed when she first started paying him, so she unlocked the large padlock and slid the heavy wooden door open. Inside the dark shed Melissa could just make out the outline of a huge wooden crate, exactly where she had left it when she first came here. She felt around in the darkness above her until she caught the pull-string for the shed's overhead light, and pulled gently on it. Immediately the small wooden shack was illuminated in a yellowish haze of light, and she watched as the floor beneath her became a vast animated sheet of panicked cockroaches. Hundred of them of all sizes dashed into the safety of the box, through the many holes in its side. What they didn't know was that she had planned this whole moment. Reaching out to the side of the box, Melissa pushed down on several planks that had been strategically placed, trapping all of the insects inside. She grinned to herself at this success, and licked her ruby red lips in anticipation of what was to come. Something crunched underneath her heels as she took a step forward, and she looked down in concern to find an egg-casing underfoot. It was too late for this one, but thankfully she had brought the vacuum cleaner to make sure that any other stray eggs wouldn't be left behind. Melissa turned it on and began to systematically suck up the large number of remaining casings. After 20 minutes, she turned it off and estimated that she had collected around 50 or 60 cockroach egg-casings along with her bounty of hundreds of roaches. This was an excellent collection. Soon Tim had dragged himself away from kitchen duty and was ready to help her load up the enormous wooden crate. Tim was very overweight, but at least he had the strength to move large objects. He wrinkled his nose at the smell of old food scraps that he had been throwing in there for months now to attract the insects and then helped her drag it into the BMW. "So uhhh, what are you doin' with these things anyway? You got some kinda science experiment or something?" he asked, wiping his hands on his extremely greasy hair. It looked like he hadn't showered in several days, enormous sweat stains forming under the armpits of his filthy shirt. Melissa giggled and leaned forward, showing off her cleavage in the dim lighting of the back parking lot. "Something like that sweetie" she said, smiling at the growing bulge behind his apron. "You know" he said, "it's kinda late to be picking up stuff in the back of a parking lot. Maybe you want to come in and have a drink or something to eat?" and Tim gestured at the back door of his restaurant. Melissa shrugged and shook her head "Sorry Tim, but I have some things to take care of, why don't you just bend me over in the trunk and fuck me here?" she said, reaching her hand down to grab his member through the dirty pants he was wearing. She was shivering now, enjoying the prospect of this utterly disgusting man using her for his own pleasure. Tim didn't have to be asked twice, he bent her over the tailgate of the SUV and unbuckled his belt, shimmying his pants down just enough to free his fully erect cock. Spitting on his hands, he smeared his saliva over the tip of his dick, pulled the pretty woman's panties to the side and slid into her waiting opening. Melissa's head was close to the box that they had just loaded up, and she could hear the insects rustling inside as the fat man fucked her from behind. She grunted with each thrust, enjoying the frantic scratching noises inside of the large box. Finally he let out a heavy breathe, and spurted his semen deep inside of her. Pulling out with a plop, Tim slipped his equipment back into his pants. "You're always such an easy lay babe, let me know next time you need a favor." He said, winked at her, and headed back inside. It only took half an hour for Melissa to get her precious cargo back to the house, but it took another hour to get everything unloaded from her SUV. Sweat ran down her body, and she could feel Tim's semen as it slowly dripped out into the gusset of her panties, but everything was finally unloaded and setup in her bedroom. She surveyed her handywork with satisfaction, and then went downstairs to her refrigerator. Only two days ago she had finally received a package that she had been waiting over 10 years for: A small vial of clear liquid that contained a custom-engineered virus. The temperature indicator strip on the side of the glass was still blue, meaning that it had been kept within the safe temperature range and that the contents should still be viable. Melissa pulled a clean hypodermic needle out of her medicine cabinet and removed it from its sealed container. It had taken several million dollars worth of money from her Uncle's pockets to get research started on what was described as a miracle in the pest-control industry: a gene that modified pig sweat glands, causing them to produce a pheromone which attracted nearby pests. Theoretically, genetically modified pigs could be placed in areas with heavy infestations of cockroaches, drawing the insects out of homes and to the pig, at which point they could be easily destroyed. Going a step further, the research team also found a similar chemical; which triggered some sort of offspring-protection mechanism in the female insects and caused them to bring any egg-casings they found with them to the subject. Melissa slid the needle smoothly into the rubber top of the vial, drawing the clear liquid out of the glass it had been stored in. After the gene had been identified and a retro-virus had been developed, Melissa's uncle had called up contacts that he had inside of the Department of Defense, and convinced them to develop a human version as part of their latest R&D efforts to discover more effective "enhanced interrogation" techniques. It had taken them even longer to produce a version of the virus that affected humans, but two months ago they had finally succeeded. Just in time too, because the new President had not taken kindly to their work. He had ended up shutting down the entire sector...but not before Melissa had managed to procure this sample from the last batch of successful trials. The young brunette finished tying off her arm with rubber tubing and stared hard at the now-filled hypodermic needle. 10 years of their combined perverse desires swum now, mere inches from her face. She wished that he could be here to see the results. "This is going to be incredible" she thought to herself, and injected the fluid into her arm. According to the researcher who had snuck the vial out of the lab, there would be about a day of flu-like symptoms as the virus rewrote parts of her genetic code. After 48 hours the effects should be complete. Flu-like symptoms, however, was an understatement. Melissa spent the whole next day with an extremely high fever and an unbelievable amount of vomiting. It felt like her entire body had been set on fire and then dunked in ice-water; over and over and over. After the first day, though, her body calmed down and she began to feel much better. Good enough to order pizza-delivery in fact. She had a large pizza all to herself to fill up all of the nutrients she had expelled the day before, and dropped the crusts into a small hole in the top of the cockroach's box. They had quieted down a lot by now, just making a soft susurrus as they climbed over each other to get at the fresh pizza crusts. Melissa tossed in the egg-sacks that she had vacuumed up at Tim's for good measure, and then opened up several of the exit holes. None of the insects seemed immediately excited to escape yet though, preferring to huddle together in the safety of their box. It was nearly time for the first day of "the experiment" as she now thought of it. She wanted to make sure that her body sweated enough of the pheromone out for it to be effective, so she turned up her thermostat a bit, put on a full-length dress to sleep in, got under the covers and reached over to flip the light switch off. She grinned as she heard the cockroaches start to leave their cave and explore their new environment. The sounds of their scuttling finally helped her drift off to sleep. At 1am Melissa awoke groggily from her erotic dreams to the sensations of tiny creatures scuttling over her body. She was very warm by now, and covered in sweat. Her dress and bedsheets were soaked in it, underneath the wet sheets she felt the insects exploring. Several of them had come to investigate her body now, crawling up her legs and under her dress. Soon many of them had joined her under the blankets and she could feel them climbing all over her body, squeezing underneath her dress to get closer to her bare skin. Reaching one hand down underneath the covers, she gently felt around to get an idea of how many cockroaches were with her now. There were quite a few, and they seem pleasantly intrigued by the new scent of lust coming from between her legs. Melissa didn't want to frighten the creatures, but by now she was incredibly aroused and just had to touch herself. Her fingers lightly rubbed her clitoris as the cockroaches began to explore her nether regions. By now the sheets had become absolutely filled with the creatures, their bodies pressing in against her as they crawled all over her skin. It was only moments later that the first roach finally found the entrance to her slick vagina and Melissa held herself open as it slipped inside her. She shuddered with delight and started rubbing herself furiously. Soon another cockroach squeezed in through her opening, and she could feel them both crawling deeper inside of her. Finally the rest of the insects caught on, and began to swarm on her crotch, pushing themselves inside one after the other until she was absolutely crammed full. Inside of her body they were squirming into her womb, and she fervently hoped that they had remembered to drag their egg casings in with them. Only moments later, Melissa had become a veritable roach motel. A vast number had managed to fill up her belly, making it slightly swollen as the insects took up residence in her womb. Even more seemed to have crawled into her intestines, and were sealed inside her as her anus contracted shut. Her clit was too sore now to continue masturbating, but it didn't matter because the incredible swarming squirming masses inside of her continued to cause incredible orgasms until she passed out from exhaustion. It was nearly noon by the time the young woman finally woke up. She gently rubbed her still swollen belly and smiled. "Queen Melissa" she thought to herself. "The insect queen." The sensation of fullness still remained, but she was no longer desperately orgasming from it. It was now tempered with the satisfaction at a job well done. All that hard work had finally paid off, and now she was ready to begin the fun part: spreading her brood. Melissa gently pulled the sheets away and gazed with pleasure at her now bulging stomach. Inside her belly, the constantly rustling insects showed their appreciation by nudging the edges of her womb with gentle caresses. She smiled and slowly got out of bed, cradling her stomach as she did so. Luckily she had chosen a relatively loose fitting dress that didn't constrict her new girth. A few unlucky stragglers slipped out of her crammed slit, and nearly fell to the floor before she caught them and pushed them back inside. The young brunette didn't want to lose any of her brood to accidents, so she selected a pair of tight fitting black silk underwear from her dresser drawers and slid them on: snuggly protecting her new cargo. Melissa spent an hour or so around the apartment, cleaning up the remaining evidence of her adventure. The giant crate that she had container her insectoid lovers was far too large to move in her current state, but it was easy enough to destroy the empty vial of the retro virus as well as anything linking her to the defunct defense project. Several heavy binders of lab results and clinical trials went into the fireplace, along with labels, the plastic syringe, and instructions for using the virus. Good enough, she thought and slipped on a cute pair of flats, grabbed her purse, and swung open the front door. It was time to go shopping. Karen was annoyed. It had been two hours since her shift at Bailey's Department Store was supposed to have ended, and there was still no sign of the rush of shoppers letting up. Even worse, her boss was still not back from lunch break and nobody else was helping her on the registers. Summer work was almost as bad as school, she decided. She finished bagging a pair of slacks for an elderly man, tucked her hair back behind her ear and turned to face her next customer. Karen had only a few seconds to register a tall and attractive brunette woman, before the newcomer placed several dresses on the counter. "Hello!" said her customer, who Karen could now see was slightly pregnant. "Hi" responded Karen and picked up the first dress. "Will this be all for you today?" she asked politely. "Yes, I think that will be all for today." Replied the young brunette with a slight smile. Karen shrugged and proceeded to ring up her purchases. "Did you find everything you were looking for?" she asked, following the same routine as usual. The woman looked her up and down appraisingly, giving her an unusual shiver. "Yes" she said, sounding pleased. "I believe that I have found everything that I was looking for." Then, in a very motherly manner, she drew out a handkerchief from her purse. "Sweetie, you have a little something on your cheek!" she said, brushing gently at Karen's face with an end of the handkerchief. Karen reflexively moved her head away in confusion, but the young brunette was quite insistent. She grabbed Karen's head with her other hand and licked the end of her handkerchief. "Don't squirm dear, it's just a spot of something." She said and wiped the spit-covered end of the cloth firmly against the cashier's face, catching the corner of her mouth. "What the hell lady!" Karen responded, knocking away the hand and backing up several steps. "One mother embarrassing me in public is quite enough for me." she muttered to herself and finished entering the numbers into the cash register. "Sorry honey" said the woman, looking genuinely ashamed. "Mom hormones kicking in ya know?" she said and pointed at her pregnant belly apologetically. Karen shrugged and let it slide. Another day, another dollar. It was a good thing that Karen had the next day off, because she was virtually incapacitated with flu-like symptoms. Her mother stocked up on chicken soup and instructed her to drink plenty of fluids, the usual sort of advice. The paranoid neighbor suggested that she probably had the bird-flu but it had already cleared up two days later so everyone returned to their lives and didn't think any more about it. Karen herself didn't make any connections between the illness and what happened the next week. She was working the closing shift at the department store and things had been going a lot better than expected. The customers had been much easier to deal with today; probably, she mused, because nobody had the energy to be an asshole on a Monday. Karen even whistled a bit as she gathered up the end-of-day garbage bags and made her way down toward the service area underneath the mall. All of the various stores that occupied the mall shared the same garbage dumpsters. They split the trash up between sensitive-paper and general trash, but other than that everything got mixed together. This was probably the worst-smelling part of the complex, especially since all of the ice-cream and yoghurt stalls dumped their unwanted product in poorly sealed containers that leaked all over the insides of the dumpsters. Karen walked carefully to avoid stepping in the sticky spots and messing up her favourite pair of flats. Like most teenagers who worked at the department store, she took a fair amount of pride in her clothing choices. Today she had a nice cream-coloured silk top on, nicely offsetting the black pencil skirt covering her shapely hips and thighs. Passing the general garbage dumpster with its piles of black bags and hovering flies, Karen reached the much-cleaner containers for disposal of sensitive documents. She tossed the small bag of paper that she carried into the one-way flap and turned around to head back upstairs. The dim light of the service area didn't immediately reveal what was lurking between Karen and her exit, but she did sense that something was unusual. She peered into the gloomy illumination, tensing her muscles to run. There wasn't anyone there, and the young woman slowly let her guard down until she glanced down at the floor. There, in a veritable carpet of carapaces, were thousands of cockroaches. No sooner had she begun to scream, than the air filled with the buzzing of flies. They swarmed over her face and body, driving her backwards as the roaches began skittering up her stockinged legs; seeking out her moist openings. Karen backed up, frantically trying to escape the mass of insects that crawled across her body. Roach bodies crunched under her shoes as she back-pedaled and swiped at the insects. Soon the creatures had reached the tops of her thighs and began to cluster against the gusset of her panties. She had never been so happy in her life to be wearing nylons. Turning to run, the gorgeous insect-coated woman noticed too late the giant one-way flap of the sensitive-documents chute. The two foot fall onto bundles of paper didn't hurt anything except for Karen's pride, but it was enough to stun her into silence for a moment as the spring loaded flap slammed closed above her; locking her into the paper bin. She twisted frantically to get upright, but the tight space had trapped her arms beneath her body; leaving no room to maneuver. In the absolute darkness, all that she could hear was her own frantic breathing and the desperate chittering of insects trying to get into her panties. The cockroaches were simply too large to force their way past two layers of clothing and had to satisfy themselves with clinging onto her nylons. The flies, on the other hand, had lost interest in her face and began to swarm under her clothes; heading lower and lower by the minute. Karen finally found her voice and began screaming as she tried to swat at the winged creatures creeping down past her breasts like a river of legs. She desperately struggled to free her arms, but simply couldn't get them loose in time to stop the torrent of excited insects. The first fly wriggled down beneath her panty line and slipped across her clitoris, drawing a confused gasp from the young woman. She bit her lip; trying to ignore the sensations but it was impossible to shut out the feelings as hundreds more flies crawled underneath her panties and dragged themselves over her sensitive flesh. Seconds later her eyes popped open wide as the tiny insects began to force their way inside of her vagina. The horridly erotic vision of a river of bugs penetrating her began to lubricate her groin, which only served to help the wriggling creatures slide deeper. Soon the buzzing and twitching creatures filled her entire love-canal and she came with a deep throbbing orgasm. More and more crammed into her as the remaining flies found her asshole and forced their way into her intestines. Soon there were no longer any flies left in the paper-bin with her, all of them having burrowed into her available holes and decided to nest there for the night. She felt gloriously and evilly full. More full than she had ever felt before in her life, even with her ex-boyfriend from last year. The cockroaches huddled closer against her body, and Karen slept. They found her the next morning while emptying out the bins into large sorting machines. Her eyes were glazed over and she had a drooling grin on her face. The maintenance men took their time brushing off the cockroaches that they assumed had huddled against her for warmth. A couple of them took the opportunity to have a little fun; taking her to the maintenance room and fondling her. She looked slightly pregnant, probably a bit of a slut anyway they reasoned. Besides, she wouldn't remember any of this, she just stared into the distance with that constant open-mouthed smile and shuddered occasionally as if enjoying a secret pleasure. The oldest of the men, an unwashed heavyset man named Carl eventually dared to unzip his pants and pull out his dick. His other two co-conspirators watched in awe as Carl gently pushed his filthy unwashed cock into the young woman's open and drooling mouth. They were even more astonished when Karen instinctively wrapped her lips around the dirty member and began to suckle gently on it. "Look at this slut!" the happy maintenance-man exclaimed, petting Karen's head affectionately as she worked her tongue around his cock. "She fucking loves it!". With that, Carl began to slowly hump his new prize's face, working his tool in and out until he gasped with pleasure and unloaded his cum into Karen's waiting mouth. She swallowed reflexively and released his dick from her sucking lips. It wasn't until the last of the maintenance men had finished using the young woman's mouth that they noticed the growing sound of insistent buzzing. Finally the trio looked down at Karen's skirt and saw the mass exodus of hundreds of flies as they decided to leave their new nest to find food. The men screamed and ran out of the door, leaving it wide open for the insects to escape. Soon the bugs returned to their dumpsters, looking for more delicious scraps of food to munch on before it was time to return. Melissa had been losing cockroaches as the day progressed. At first it had been worrying and slightly disappointing, feeling her lovers and research subjects crawl out of her womb and down her thighs. The actual experience of their tiny legs and investigative antennae running down her moist pussy and across her clitoris had been enjoyable enough, but she missed the insects as they left to explore the world. She hoped that they would be safe out in the world beyond her hive-body. Strangely, however, Melissa's bulging pregnant stomach had not shrunk at all despite her little ones trickling out of her ass and vagina all day. It wasn't until the attractive and sordid woman went to check-up on her first human test-subject that she learned why. Melissa had slid on a tight black lycra dress that hugged her figure eagerly. Her swelling stomach bulged out in the center, showing off to the world her current state of devilish pregnancy. The red fuck-me heels she slipped on contrasted brightly with her dress, and the white thigh-high stockings completed her over-the-top outfit. It was difficult to ignore Melissa when she wanted to be seen and she had already caught the attention of several homeless lurkers by the time she arrived at the front-door of the closed mall. The boldest of the old hobos grinned a lecherous and rancid-toothed grin at the slutty woman and hobbled over to say hello. He needn't have been concerned about her running away in fear, as she turned to face him as soon as he approached and pulled out several twenty dollar bills that she had tucked into dress between her ample tits. From this close he could see that she wasn't wearing a bra, and the material was so tight across her breasts that her hard nipples were outlined and on display. The hobo tried to look at both the money and her body, but it was difficult to focus on two things at once so he settled for gawking at the young woman awkwardly. "I'll give you each 40 bucks and a sloppy blowjob if you break me into that mall department store." she said and held out the cash tantalizingly. The homeless men who had been slowly crowding around her in excitement glanced at each other in astonishment and growing anticipation. It was an easy and immediate deal as Melissa ran her perfectly manicured red fingernails down the body of the nearest hobo and unzipped his pants. By now the scent of old rancid dick cheese had reached her nostrils and she smiled an evil smile, sinking down onto her knees on the filthy sidewalk and taking the ancient cum and dirt encrusted dick into her eager mouth. The hobos didn't take long to finish spurting their jizm into her mouth, but instead of swallowing it Melissa swished it around her mouth like mouthwash and then carefully pulled her silky white panties open and spat the love-juice down the front of her undergarments. She had loved the feeling of semen seeping down into the gusset of her panties ever since she tried it out with her uncle, and besides; her remaining brood members might be hungry. Melissa had only finished blowjobs for half of the assembled hobos before the sound of frantic key-jingling made everyone turn to face the locked doors of the mall. A small group of terrified maintenance men unlocked the doors as quickly as they could make their shaking hands work, and sprinted away into the night. Melissa knew immediately that this had something to do with her pet project. The remaining homeless men looked worried at the open door, knowing that their prized cum-hole didn't need their help anymore, but the young deviant woman just shrugged it off and returned to the task at hand: getting as much spoiled hobo cum into her mouth and panties as possible. Some of the filthy men even got to go again before the young woman got back up off of her knees and waved goodbye, sauntering away into the darkened mall in search of the department store. Melissa saved the last load in her mouth instead of spitting it out. She wasn't sure if the DNA modifications had changed her taste preferences, but the salty life-force on her tongue tasted better than anything she had ever tasted before. She savored its slick and gooey consistency as she walked through the dark mall's hallways. Eventually she swallowed the homeless man's cum and felt it slide down her throat and into her stomach. It felt divine, but also disappointing to not have any more come in her mouth. Regardless, she had a job to do so she focused on following a dim light in the back of the mall that was coming from an open door. The open door appeared to be to a maintenance hallway adjacent to the Bailey's department store and the young woman immediately knew that she'd found what she was looking for. She had only gone a few steps in, however, when an incredible wave of sensation rocked her womb and roach-stuffed intestines. She hadn't gone to the bathroom in a couple of days, but Melissa hadn't really thought much of it since most of the time her backdoor was full of insects anyway. Now though, she could feel a wave of thick and strong shit sliding insistently down her guts. Simultaneously rapid contractions began in her abdomen, bringing her to a confused orgasm as she dropped to the tiled floor of the hallway. Things were coming out of her, and they were coming out now. She frantically tried to pull her panties down, but it was too late to prevent them from becoming ruined as a thick hard turn pushed out of her clenching sphincter and forced its way into the silky material of her underwear. Almost on queue, as the shit pushed Melissa's panties outward, large roach nymphs began to crawl out of her vagina, dragging their white vulnerable bodies past the confines of her panties and into the open air. Melissa stared in astonishment at the young creatures being born from her tainted body and shivered in delight at the thought that all of those egg-casings had been maturing inside her this entire time. Another contraction forced her to expel even more of her insectoid children; birthing them into her panties as they bulged further and further outward. Finally there was simply no more room left for the shit and baby roaches, and Melissa's panties gave up their hold; sliding down her legs to make space. Fifteen minutes later, the insane birth was complete and the young woman lay exhausted on the floor. A thick rope of poo extended out of her ass and coiled up inside her panties. Meanwhile the young hopeful roach nymphs scattered out along the corridor and began to find cracks to disappear into. Melissa finally had time to register just how large her children were in comparison to normal roach nymphs. They were each the size of a large thumb, easily 10 or more times the size of what they should be. Had the act of maturing inside an eager womb increased their bulk that much? Maybe some of her own DNA had altered them? It was hard to know, she admitted, without much more thorough scientific testing, but the possibilities were exciting. Looking down at her ruined panties, she noticed something else interesting: the thick feces was full of egg-casings. None had matured yet. Perhaps there was something special about her womb afterward, she decided as she picked up the wide tube of poo and examined it curiously. It was harder than expected, remaining firm in her hands despite the slimy outside. There wasn't really any place for her to put it, and it would be such a shame for those lovely roach egg-casings to go without a mother. For the first time in days, Melissa was completely empty of insects. Her belly had flattened out immediately and she felt sorrow at the thought of being so unfulfilled. Clearly this would not do, she decided and reached down to hold open her labia with her shit-stained fingers. Gently the young woman slid the end of her still-warm poo into her waiting hole and pushed. The sturdy tube of feces slowly penetrated Melissa and she shuddered with pleasure at her own filthiness. Inch by inch she filled herself, pushing the turd and its precious cargo of egg-casings ever deeper. Finally the tip bumped up against her womb, and with a final thrust the shit and roach eggs found their place and Melissa came with a warm, delicious orgasm. She desperately wanted to lie here and enjoy the sensations, but her purpose drove her to pull up her panties and continue onward. Soon she reached the maintenance room and found her prize: the attractive teenage clerk from three days ago, leaning against a wall with her hand down her skirt; masturbating desperately. Karen couldn't stop herself from running her fingers along her moist slit, undulating her body in pleasure. She didn't even notice the woman enter the room until she coughed politely. It was that same expectant mom from three days ago; the one who showed up right before everything went crazy. Only the woman wasn't a mom anymore! Her belly was flat and petite. Suddenly realization dawned on Karen and her jaw dropped open. "It was you! It was you that did this to me!?" she cried out in astonishment and accusation, throwing herself at Melissa. Melissa tried to back up out of the way, but there wasn't enough time or space to maneuver and Karen locked arms around her and pulled her tight. "Thank you!" cried out the young horny clerk, kissing her heroine on the neck and face over and over. "Oh god thank you for turning me into this, I've never felt such orgasms." she wept and ran her hands up and down Melissa's back; rubbing her in appreciation. The roach-queen didn't know how to respond at first; she had expected a completely different reaction from her first human test-subject. Then she decided that she HAD given a gift hadn't she? A gift of love and a gift of orgasms. Melissa returned the hug and smiled with genuine pleasure. "You're so welcome baby, you're so welcome" she whispered as she smelled the wonderful smell of cum on her new apprentice's lips. Finally Melissa pulled away and appraised the young clerk. She had clearly had a crazy night and her own belly bulged out from underneath her top. The outline of pregnancy was clear to anyone who glanced at it. The roach-breeder reached out her hand and gently stroked her apprentice's belly with satisfaction. "It looks like you had an excellent night young lady." she said and giggled. Karen looked back at her in confusion though. "But I don't understand" the young clerk said, "the flies already left me. They flew back to their dumpsters!". "Flies?" thought Melissa with interest. "Well dear" she continued, "it looks like they left you a present!" Karen nodded and ran her own fingers over her pregnant bulge. "Lay back dear, let me give your babies a gift!" said the young cockroach-slut as she gently lowered Karen's unresistant body to the floor. With some contraction of her abdominal muscles, Melissa managed to force out the end of solid poo out of her vagina. It saddened her to let any of it go, but her apprentice's brood would no doubt be hungry. Pulling her panties to the side, they both stared in appreciation at the huge turd that began working it's way out of her body like a giant dick made of shit. Soon it was large enough and Melissa slid between Karen's thighs, positioning her makeshift-cock at the young clerk's vaginal opening. "This is going to feel wonderful honey" Melissa said, and began to gently fuck the shit into the willing girl. Slowly the back and forth motion began to draw out more and more feces from Melissa's pussy and Karen began moaning with pleasure. "Oh my god!" she groaned as the couple made love on the floor of the janitor's closet. "I can feel them feeding. They are squirming inside me!" Soon the feeling of thick ropey shit sliding in and out of the pair began to drive them both to orgasm. They slammed their pussies together, driving more and more poo into Karen's body, until finally they orgasmed together, crying out their pleasure. By the time it was over, Melissa was sad to see that there was no poo left for her and that the last of it disappeared deep into her new friend. They lay there for a few minutes before finally regaining their senses. "Come on sweetie!" said Melissa as she patted her new friend's naked leg. "I'll take you back to my place and we can clean up."