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Jill Vinston wandered the halls of the Walace state Guardhouse.

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She hadn't been able to find any of the other X.P.Q.R members since first arriving in the mansion, and she was starting to worry that she'd never see any of them again.

There were still more locked doors in the house, but she didn't have the right keys, so she had been searching the guardhouse for anything useful. So far, she hadn't found much, aside from more zombies and an unusually large beehive at the end of one of the halls.

Jill entered one of the rooms to find a bookcase that had been pushed aside to reveal a hole in the floor. In the hole was a ladder. Jill descended the ladder to find more halls, these made of cold, stone, and there was a reek of mildew. Going further down the hall and around a couple corners, constantly cautious with her Beretta ready, she realized why.

The floor tilted downwards and it was obvious that not very long ago had been covered in water. Jill went through the double doors at the end of the hall and entered a large room with a giant tank in the center of it. The tank was smashed and empty now, probably the reason that there had been water flooding the basement. She started to circle around the tank, wondering what could've been inside. As she turned one of the corners, she saw.

Three sharks, one of them quite large with two smaller ones, flipped and flopped on the cement floor. They weren't normal sharks, they looked mutilated and rotting. Figures, Jill thought to herself, everything in this place is dead and rotting but still moving around.

There were three doors in the basement, aside from the one she had entered from. She entered one to find what looked like a conference room of sorts. and something much stranger. It appeared to be plant roots, but they had broken straight through the ceiling and they were huge. Jill hadn't seen anything up above that looked like it would have roots. Still, she didn't want to get to close, so she turned and exited the room. The other two rooms proved to be just as useless as the first.

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She saw how the water had been drained. but by who? And the same mystery person had raided the supply closet next to the drainage room and had taken every useful thing.


Sighing, Jill left the basement and headed back upstairs. There was only one final room to check, through another set of double doors near the back of the guardhouse.

Jill entered the room quickly, sweeping her gun for anything that might attack, and then gasped. In the center of the room was a giant plant, clearly what the roots belonged to. There was a large pod in the middle and sweeping vines sprouting out from it with a mossy substance covering the entire room. Jill was stunned at the size of it and before she had a chance to react there was a loud thud as one of the tentacles slapped into the door behind Jill, closing it.

That got the woman's attention, turning to grab at the handle, but it wouldn't turn. Then she felt one of the vines grip around her leg and yank her away from the door. Jill let out a shriek and her pistol went flying as she was lifted up off the floor towards the plant.

More vines appeared to ensnare her, grabbing her at the wrists and ankles and spreading her out before the giant plant monster.

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Jill struggled fiercely, trying to get herself free, but it was no use. She started to wonder how this monstrosity would kill her, because there was no doubt it would. But the plant had other plans. Plant 42 was quite full, after having fed on the other two that had entered its lair. They had been fully cocooned in the moss that covered the walls and there was no way for Jill to realize that the corpses of Chris Eddington and Barry Starton were now mere lumps on the ceiling.

After two large meals like that, Plant 42 wouldn't be hungry for a while, now it was just bored. It's vines had started to move over Jill's body, quickly discovering she was a female. Plant 42 was neither male nor female, but it had found that female humans were more fun to play with, and up until now it had only been able to play with the zombies.

Feeling the warmth of Jill's body with its vines told Plant 42 that she was no zombie. If it had a mouth, it would have smiled.

Instead, it just extended its tiny barbs from the vines and started to cut Jill's clothes away, very carefully. It didn't want to cut or hurt her, just disrobe her. Jill watched as the vines sliced her shirt and pants off of her body. What the hell was it doing?

she thought. Why doesn't it just kill me and be done with it? A little over a minute later, all Jill wore were her boots. Her large breasts heaved with Jill's heavy breathing and a coating of sweat covered her body. She still didn't know exactly what was going on, but eying the vines long enough had given her an idea that she didn't like. Plant 42 lowered its barbs again and then the vines started to move over Jill's body again, caressing it.

They moved over her tits, legs, back, ass, and crotch. One even moved up and stroked over her face. Jill started to weep. She had been right, this plant thing was going to rape her. She didn't want it to happen, the vines were so long and thick, but it seemed she didn't really have a say in the matter.

The vine that had been rubbing up against Jill's crotch finally brought its tip to her cunt lips and started to push into the woman. Jill cried out as she felt the vine starting to penetrate her. It stretched her wide and her tears came more rapidly. The vine pushed more of itself into Jill, feeling her vaginal walls clench together, trying to push the invader out.

The vine just went deeper, enjoying the tightness. It pulled back and thrust into her, starting to find a rhythm. As that vine entered, the one on Jill's chest wrapped around each of her tits and pushed them together, before sliding through her cleavage and beginning to titfuck her.

This wasn't as unpleasant to Jill as the vine in her pussy was. The vine brushed against her nipples every once in a while, caressing them to hardness. But the roughness of which her breasts were being handled nullified any of the pleasure she felt. The vine moved up and down Jill's chest, through her tits, and finally went even farther up, entering her agape mouth.

The woman's eyes widened at this new violation. She started to cough and gag, and was thankful when the vine pulled back down, only to have it re-enter seconds later.

Jill made the mistake of thinking things couldn't get any worse, only to have a third vine push in between her ass cheeks. No, she thought pleadingly, please, no, not that. But the plant monster wasn't psychic, and even if it had been, it wouldn't have listened. It shoved its third vine into Jill's anus, causing her whole body to jerk. She managed to let out a high pitched scream, which was allowed to carry on for a short time, since the vine on her tits had stopped plunging into her mouth.

Her scream was cut off, though, by a fourth vine that was interested in her lovely mouth. This one came from straight above her, so it could push itself down into her tight throat as it wished. Amidst the triple penetration and the tit fucking, Jill's sanity slipped.

She lost all rational thought and concepts of pain and pleasure and suddenly, it all felt incredibly good to her. Her crying turned into slutty moans of pleasure and she started to thrash back and forth, not trying to escape, but to get more of the vines into her. She bobbed her head on the vine in her mouth, and thrust her hips back and forth, between the ones in her cunt and ass. She couldn't do much for the one between her boobs, but it was doing plenty itself.

Jill felt the ecstasy build inside her body, until she was brought to a mind numbing orgasm. Her body rocked hard and she screamed loudly, even with the vine in her mouth. As she started to come down from cumming, Jill's sanity started to return and she realized what she had just done. She was absolutely sickened with herself, but it didn't stop the vines from continuing to thrust into her every way they could. This continued for quite a while, Jill's spirit cracking and finally shattering.

She didn't cry, she didn't moan, she just hung there, letting the vines have their way with her. Finally, she felt a rumbling of sorts, coursing up all of the vines. It felt almost like a vibrator to her. Then she felt the cum start to blast into her, coating her insides and shooting up over her tits. It was green in color, almost glowing and it tingled as it touched her skin, inside or out. She was forced to swallow tons of the plant cum, and still it spilled out of her lips.

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Similarly, her cunt and anus were filled to beyond capacity, while her chest was totally covered with the goo. When the plant had finished shooting its loads into and onto the woman, it simply released her, letting her fall to the ground and splatter into a wet pool of the cum.

The plant curled up its vines to sleep and Jill, amazed that she had been set free pushed herself to the door, finding it unlocked now.

She left the room and shut the door behind her, leaning against it heavily. She was naked and covered in the slime. Unknown to her, it was highly poisonous. Not enough to kill her, but to weaken and disorient her, even causing hallucinations. But she didn't know this, she just knew she felt exhausted due to the ordeal she had just been through.

And it wasn't over. Jill hadn't been sitting there a whole minute before she heard the buzzing of the bees from down the hall. She forced herself to her feet and ran for the door to the next hall, entering and pulling the door closed behind her. Jill was breathing heavily and starting to get a little dizzy. She felt ridiculous, walking around in nothing but her boots, but she didn't have her choice. Her clothes were still with the plant, and besides, they had been shredded.

So she went on, stumbling every once in a while. Jill entered one of the dormitory rooms, knowing there was a bed in there, and maybe some clothes. Her eyes widened with joy at the sight she saw. "Chris!" she exclaimed, moving to him and hugging him, not thinking about her current slimy nudity. The real Chris was dead, in the same room with her clothes, but again she didn't know that.

She was actually hugging a zombie, the smell of death strong off of it. The hallucinations had started to set in. The zombie hadn't been dead long enough to forget the allures of a naked woman. His cock started to harden as the woman hugged him and he found his constant hunger for flesh was met with an equally strong hunger for sex. Jill felt the hardness press against her firm stomach and smirked.

"Chris, if I didn't know any better, I'd say you were more happy to see me then usual." Then she remembered she was naked. "Oh. yea." She looked back up at the rotting face in front of her, to her looking just like a living Chris.

"Why don't you say anything?" Jill asked him. Her words were like mush to the zombie. He didn't know what she was saying, but he knew he wanted her. He moved his hands to her breasts, squeezing. Jill was surprised by this, but felt a heat start to grow between her legs. "Chris. don't." But she didn't want him to stop. She had been attracted to Chris ever since she had first met him.

Now that they were trapped in this hellish mansion and their chances of survival were slim, why not give in to temptation?

At least her last sexual experience wouldn't be of being gang raped by a plant. She brought her face close to his and kissed his lips, moving her tongue into Chris's mouth. Part of the zombie's rotting mind told him to bite down now and eat the squiggling morsel in his mouth, but he still had enough human side left to remember how to kiss.

He shoved his gray, bloated tongue back into Jill's mouth, continuing to squeeze her breasts and pinch at her nipples. Jill moaned into the zombie's mouth, pressing her nude body close to his. She moved one of her hands down, continuing to kiss him, and slid it down the front of his pants.

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Her fingers wrapped around the hard cock she found there and gave it a jerk. The zombie moaned, one of the only vocal things he could do anymore. This made Jill smile. "Like that, huh?" She moved her hand back and forth on the cock some more. She gasped as she felt one of Chris's hands move between her legs and push a finger inside her.

The zombie started pushing his finger in and out of the woman's pussy. This went on for a few minutes, before Jill pushed Chris down onto the bed and yanked his pants off, letting his rod spring free. Not having to undress herself made things easier and she simply straddled him, letting the hard on slide into her body. Jill and the zombie moaned together and started to grind into each other. The zombie placed his hands on Jill's ass and pulled her onto him harder and harder as he thrust up to meet her.

Jill cried out and lowered herself over Chris, kissing at his neck and moving up to his lips again, moving her tongue to play with his. His dick felt incredibly inside her and she felt an orgasm approaching.

Thomas had just finished killing Plant 42, a task which had been incredibly easy after it had tired itself out fucking Jill and had gotten the Shield Key. He was on his way back out, when he heard moans and screams which could only be fucking. Curious, Thomas poked his head into the room they were coming from and could barely contain his laughter.

There was Jill Valentine humping with wanton pleasure a zombie, and loving every minute of it. This was better then fucking Lara Croft's corpse and spraying her brains all over the wall earlier.

As much as he would have liked to ram his cock into Jill, this scene was much too entertaining to interrupt. Instead, he unbuttoned his pants and started to stroke his already hard member as he watched the couple fuck from behind his dark sunglasses.

Jill didn't even notice the door open, or Thomas jerking off. The poison was ravaging her brain heavily, causing her skin to come to a boiling temperature.


She was pouring sweat, even more so then a regular sexual act caused her and she was developing tunnel vision. All she could see was Chris's face as she pounded onto his cock, her pleasure increasing with every hump. Finally, she tensed her body and came, feeling Chris cum with her, his seed spilling into her body.

She didn't even notice the burning sensation of the infected cum. She collapsed on top of her lover, breathing heavily and her heart pounding so fast she thought it might explode.

In such close proximity, the smell of the zombie worked its way through the hallucination to Jill's senses. "Chris, honey.


you need a bath. You stink," she said to him between gasps of air. She looked down at him smiling, but something looked odd about him.

She narrowed her eyes and looked closer at him, then screamed as the sight of the zombie came into clear focus. But it was all too late. The zombie's lust had departed with his cum and now he was left only with the other hunger. As Jill screamed, the zombie bit into her throat. Thomas was torn between a sadness at seeing another such beautiful babe being killed and total amusement at the sheer hilariousness of the situation.

In the end, both feelings were drowned out as he himself came. His cum shot out and landed on the floor as Jill's scream turned into a wet gargle as the zombie tore her throat out, blood spilling all over the bed.

Jill fell forward against the zombie again, limply. Her flesh grew pale quickly and her breathing slowed. She looked over at the door, noticing it was open. The last thing she saw as the darkness of death claimed her was Thomas putting his dick away, a cold smile on his face.