Disclaimer: He-Man, She-Ra, Masters of the Universe, Princess of Power, and all related characters and concepts are the property of Mattel and used without permission. I do not own them. If I did, I would be very rich.

The Fall of the Great Rebellion
Written by The Slime Wizard
Chapter 4: "Withering Whispers"

Previously: The Star Sisters’ mission to rescue their friends was doomed thanks to Peekablue’s powers. One by one they fell and were converted into Slime Slaves before being sent out to capture more of their friends. With He-Man and She-Ra busy fighting the Mutants on Primus, Sorceress, discovering Hordak was at the center of a universal imbalance, set out to find aid at the Royal Palace of Eternia…

***

For the first time in her life, Perfuma felt undeniable, inexorable fear.

It was feeling she decidedly didn’t care for. On any other day, she would have been happily wiling the hours away increasing the amount of plant life within the Whispering Woods, adding beauty into the frequently difficult lives of her friends. And while the others constantly fretted about what Hordak would do next, she rarely gave it any thought; the one time she’d met him, she’d tried to do him a favor to brightening up the Fright Zone. Instead, he’d literally BEGGED She-Ra to take her back. She was never really sure why.

Now, at last, she was beginning to understand why they took the leader of the Horde so seriously. Over the last few days, seven of her dear friends had vanished within the Fright Zone without a word. No one knew what had become of them.

Now she, at least, knew the horrible truth. And it was sending her running through the Whispering Woods, hoping to find help. She held her left shoulder, wincing in pain at the burn there. She glanced behind her and saw them. They were still in pursuit, like dogs on a hunt.

The Star Sisters, somehow turned green and evil. Starla fired another bolt of energy at Perfuma, who quickly summoned flowers to take the burning energy blast for her. ONE glancing blow from Starla had been quite enough. She began to pick up speed, only to have to stop dead in her tracks as Tallstar emerged from the woods straight ahead of her, having used her stretching powers to gain a lead and cut her off. And behind her, Starla and Jewelstar spread out. She realized she was surrounded by her friends, who were under some kind of horrible spell.

“I don’t want to fight you,” she said. “Please, tell me how to help bring you back!”

“The Master demands your presence,” said Jewelstar.

“His will is absolute,” added Tallstar.

“You will submit to him,” finished Starla.

Obviously, there wasn’t going to be any point in trying to talk things out. Saddened, Perfuma used her powers on the ground beneath her, and a massive tree shot up, lifting her into the air. Below her, Starla and Jewelstar quickly shrank to tiny green dots. Tallstar, however, stretched up and loomed over Perfuma. Seeing Tallstar’s shadow fall over her, Perfuma turned, ready to defend herself, only to be struck by a massive rubbery fist that felt disturbingly clammy. Off balance from the blow, Perfuma fell from her perch and towards the ground below.

“NO!” She reached out to the tree and a series of branches suddenly grew beneath her. Her body slammed through each, though the branches served to slow her fall. A hastily grown bush finished the cushioning as she landed and rolled onto her back, panting. She wasn’t sure she could keep this up, much less escape from her possessed friends. She wasn’t used to actually fighting. It wasn’t her nature.

“No more tricks,” said Starla robotically as she fired her solar blasts, striking the massive tree. It burst into flames, and Perfuma had to scramble to her feet and run to avoid the burning branches and leaves that fell where she had just been.

Her blood ran cold. Were they really going to kill her, their friend, if she didn’t surrender?! It was far too much for Perfuma to bare.

“I don’t want to fight,” she repeated, “So I’ll just say goodbye.” She started to manipulate the roots winding through the ground. It would make a tunnel she could escape through underground, which would let her find and warn the others.

Her plan crumbled to dust as Jewelstar placed her hands on the ground, and a field of crystals erupted from the ground, destroying all plants and soil for over fifty feet in all directions. “You cannot grow plants on crystals,” said Jewelstar.

Perfuma tried, praying she could prove her friend wrong. But she could not. She’d been effectively rendered helpless by the unexpected maneuver. She looked at the trio, tears in her eyes. “Please, you have to wake up! Let us help you!”

“You will submit.” Starla repeated herself with no inflection. In response, Tallstar shot her arm out, wrapping it around Perfuma’s head and covering her mouth and nose. Cut off from air, Perfuma began to feel faint as darkness crept along the edge of her vision. She struggled, but for naught as her eyes rolled up into her head and she collapsed, unconscious.

“Perfuma has been acquired,” Tallstar confirmed as she bound the flower-loving Rebel with her own arms. With no further need to remain, the Slime Sisters turned towards the Fright Zone. Their master was waiting for them.

***

Hordak was waiting to greet the Slime Sisters as they returned, waiting by the Slime Pit. Given Perfuma’s powers, this had to be done quickly, before she could regain enough consciousness to produce her damnable flowers. The last thing he needed was a repeat of his last encounter with this annoying flower child.

Tallstar retracted her body, and her sisters each took one of Perfuma’s arms. They walked towards the Pit. Reaching it in perfect tandem, they leaned her against the back of the structure and quickly, efficiently, manacled her wrists. Returning to their sister’s side, the trio stood at attention.

“You’ve done well, Slime Sisters. Stand by. I want you near if she wakes up enough to cause trouble.”

“Yes, Master,” they said in unison.

Hordak nodded to the closest Horde Trooper, who pulled the lever to activate the Slime Pit. The claw rose up from the mire once more, pinning Perfuma’s torso into place as the slime dripping from it fell upon and began dissolving parts of her leggings and dress.

The noise caused Perfuma to stir. Dazed, she opened her eyes and shook her head, trying to clear the cobwebs out. She regained her senses just in time to look up and see the torrent of ooze fall upon her. It struck her shoulders and inched down her back. She tried to struggle or summon flowers, but the touch of the Slime was already beginning to drain her of her will. Her quickly weakening efforts produced nothing. Instead, the slime continued to flow over her. As it began pouring over her chest, her clothes began to be eaten away by the goo, revealing her naked torso to Hordak and her enslaved friends.

At the same time, as before, the aphrodisiac qualities of the slime took hold as well, as she had a sudden, unexpected climax. A small one to be sure, but it left her gasping. The slime flowed over her sex and down her legs now as her dress dissolved completely.

Desperate, she pleaded with the Slime Sisters. “Starla! Jewelstar! Tallstar! Please! HELP ME!”

“You will submit.”

“You will join us.”

“Hordak’s will is all.”

Tears of sorrow and terror were in Perfuma’s eyes as the slime ripped another, much larger climax from her. Unable to fight it, all she could do was endure. And soon, not even that as the biggest one yet overwhelmed her. “AHHH!!!!! OH GOD! YES! YESSSS!!!!” She arched back, and the slime flowed over her flower hat, head, and face. Perfuma had been completely engulfed by the Slime of En’Slav. The manacles released electronically, letting her arms fall to her sides as the slime flow ceased, the dinosaur head tilting backwards. Slowly, the claw receded as well, releasing the slimed Rebel from its grasp.

Not that it mattered now. She was ensnared by something far more insidious than any claw of bone.

Hordak enjoyed the show as the slime seeped into Perfuma’s body, permeating the annoying bitch completely. Her skin was now as green as the slime itself. As Perfuma lowered her head, she opened her eyes, which were now the color of blood. Robotically, she raised her arms and stepped down from the pit towards Hordak.

Towards her enslaver. She stopped in front of the villain and spoke with a monotone voice.

“Hail Hordak! Hail the Master! Long live Hordak!”

Hordak laughed. This was the perfect revenge. And as a bonus, one of the few Rebels that could have posed a threat to his plans was now turned into his pawn, to use as he saw fit.

Perfuma was his newest, and currently most powerful, Slime Slave.

Her arms lowered as Hordak turned to walk away. She followed dutifully. Responding to an unspoken command, the Slime Sisters departed in the opposite direction; they had more Rebels to capture for their Master.

The Rebel they’d captured felt dread, but followed her Master regardless. She was soon in Hordak’sthroneroom. The tyrant sat down on his throne. And Perfuma found herself climbing atop him, coming face to face with her conquerer, and planting herself firmly on his erect cock. She gasped briefly at the unexpected penetration, but wasn’t surprised as her body began moving on its own, bouncing up and down to pleasure the monster that had enslaved her and stolen her free will. It wasn’t long before she climaxed, her pussy quivering around his penis. Hordak, for his part, was enjoying his revenge on Perfuma completely.

“As a plant lover,” he said, “you must love seeds. So here… Have MINE!” And with that, he climaxed, his cock pumping semen into her body. She cried out as she climaxed again, and reared back enough to actually pull herself off of his member accidentally. His eruption of semen inundated her body, covering her with his pug. To Hordak, it was a beautiful sight seeing her covered in cum. He had her lie down on the ground on her back, and as he watched her quivering body, he began to masturbate over her. Soon enough, another torrent of semen erupted from his cock, spattering her with an inordinately large amount of his semen. It wasn’t long before she was essentially slimed once more, this time with his seed.

As a Rebel, he mused, she made an EXCELLENT cum dumpster.

He made her climb to her knees and take his penis into her mouth. The cum-covered enslaved beauty began to suck the dick of her Master, who was ready to provide her with more instructions.

“From this moment forward, you are NEVER to produce another flower or tree for the rest of your life. Instead, you will use your powers to DESTROY the Whispering Woods and drive the Rebels out of hiding. Anyone that resists, you will kill without any hesitation, unless they are useful to my plans. Do you understand?”

She tried to say “Yes, master,” but with his cock in her mouth it was just unintelligible garble. Hordak, satisfied, ejaculated into her throat and pulled out, covering the rest of her face with one last dose of his cum. He pulled up his loincloth and had her stand at attention once more. She was dripping with semen, not just her skin, but her cunt, which was overfull after his climaxes.

“Now go clean yourself up and then get to work.” Hordak was satisfied that he’d metted out enough revenge on Perfuma. Now it was time to put her to evil use.

“As you command, Master.” As she turned away from him, she wept. A life without flowers and beauty was no life worth living. This was HELL.

***

Scant hours later, Sweet Bee was flying high above Whispering Woods. The grim mood permeating the Great Rebellion was stifling. So many of their friends were missing and presumed captured or… Or…

Sweet Bee shook her head. She refused to believe any of them were dead. That was unthinkable. They had to have been taken, and that just meant they had to be taken back.

And now, to make things worse, Perfuma hadn’t returned from her nature walk. Lord knows Perfuma was generally a bit flighty, but even she knew to check in regularly. So here she was, searching for their errant flower child instead of trying to help plan a rescue mission for the others.

Sweet Bee sighed. “The things I do for my friends…” She passed by a grove of flowering trees when she began to hear a strange rumbling. She turned towards the sound, which was coming from the edge of the Whispering Woods. Sensing a need to investigate, Sweet Bee flew towards it only to stop suddenly as massive thorned vines erupted from the ground! Their emergence ripped multiple trees up at the roots, toppling them. Worse, the trees that weren’t toppled were suddenly changing colors and withering! Before Sweet Bee’s horrified eyes, an entire section of the Woods simply died, to be replaced by more vines!

“What on Etheria?!” Sweet Bee flew lower, and was astonished at what she saw as she reached the epicenter of the decay. A naked woman with green skin and a hat that looked like a… FLOWER?! “Oh my god…” Sweet Bee’s blood ran cold. It couldn’t be, but it was. “PERFUMA?!”

As she watched, Perfuma, if that WAS Perfuma, stepped forward. As she did, the trees and bushes and flowers before her withered and died. Behind her more vines erupted from the ground, turning the Whispering Woods into a terrifying, gnarled horror. The corrupted Perfuma, to make things even worse, was heading directly for the Rebel camp at the center of the Woods! Even walking at the pace she was, it would only be precious few minutes before she reached it!

An explosion went off just to her right, the concussion almost knocking her from the sky. She looked past Perfuma to see multiple Horde tanks and airships following Perfuma and her vines. Perfuma wasn’t just killing the Woods, but its protective magic as well! Hordak’s ships had never been able to fly over the Woods before, but now they violated its airspace like it was nothing.

The tank that had fired upon her did so again, and Sweet Bee was forced to veer off to avoid being shot down. As she did, she came into firing range of several of the airships, which launched stun beams in her direction. She dodged several but one struck her left wing. Intense pain spiked throughout Sweet Bee’s body as she lost control of her wings and fell towards the ground. Landing in an undignified heap, she struggled to get to her feet. She checked her wings. One was unharmed but the other one was still stunned and useless. She was grounded.

But not helpless. She still had her weapon, a stinger launcher developed by her fellow Bee People to aid them in fighting the Horde alongside the Great Rebellion. Aching all over, she nonetheless aimed and opened fire on the Horde ships in the sky. Stingers launched and penetrated the hulls, but to her dismay they failed to strike anything vital. Her lack of combat experience was hindering her here and it showed.

Still, she kept firing at the ships. If they got past her, they’d be able to reach Brightmoon, and the Kingdom would fall to the Horde! She couldn’t let that happen. She focused all her blaster’s power on the ships above. Unfortunately, she’d forgotten about the tanks and troops on the ground. As she finally spotted a weak point on a ship’s engine and aimed to take it out, she was struck by two stun beams far stronger than the one that had crippled her wing! Falling to the ground face first, she turned her head to see Mantenna, one of Hordak’s primary minions, approaching her.

“It’s over Rebel,” he said confidently. “Hordak will reward me for capturing one of the Rebellion’s best scouts!” Unable to move, Sweet Bee braced herself as his eye stalks extended again. They flared yellow, and then she knew no more.

***

At the rebel camp they began to feel what seemed to be an earthquake. They all looked around, trying to find the source. They found it as Perfuma stepped into the camp with murderous intentions.

“Unimportant Rebels are to be eliminated,” she said. She gestured and dozens of thorny vines erupted from the ground, whipping in all directions. Screams of agony filled the air. The silence that followed was far worse.

Stepping over the bodies of a young boy and his mother, Perfuma went to the exact center of the Whispering Woods.

“The Master commands the Whispering Woods to die. His will is all.” She focused all her power. A gigantic circle of vines erupted around the edge of the camp. Like a ripple in a pool of water, the vines seemed to radiate outwards. All the existing plant life was decayed in seconds, replaced by the forbidding vines of death that had slaughtered all present at the camp. Any animal life unfortunate enough to be caught in its path was torn to shreds. The Twiggets, searching elsewhere in the Woods, never even saw their deaths coming. They were reduced to pieces of meat before they even knew to react. Even the Kon-Seals couldn’t hide from this carnage. Loo-kee could only watch in horror as he and his people were annihilated in an instant.

It was over almost as fast as it began. The last trees at the edge of the Whispering Woods died to be replaced by deadly vines. The mystical protections the Woods afforded faded completely. And the vines made way on their own to allow Hordak’s tanks safe passage as his airships descended upon Brightmoon.

***

Sweet Bee’s consciousness returned in fits and starts. Remembering the last thing she saw, she jolted herself awake only to be held back by manacles around her wrists. She frantically looked around and saw Mantenna standing before her, quite satisfied.

Hordak was satisfied as well.

“That was excellent work Mantenna! If this pest had escaped, she could have warned Angella and the other Rebels of our attack.”

“THANK YOU HORDAK!” Mantenna wasn’t used to praise from Hordak. He basked in it.

“And even better, she’s one of the Rebellion’s key members. One more to add to my growing collection.”

Sweet Bee pulled at the manacles, but they wouldn’t budge. She was trapped and at Hordak’s mercy. Still, his words disturbed her. “Collection?”

“Oh, you didn’t know. Allow me to show you.” He gestured, and several green forms stepped from behind the Slime Pit. To her horror, she recognized them all. The Star Sisters, Peekablue, and Glimmer. All green, red-eyed, and naked. Just like Perfuma.

“What have you done to them?! And where are Bow and Kowl?!”

“THOSE two are rotting in a ditch,” said Hordak with a finality that broke her heart. “As for what I’ve done to your friends here, it would be SO much easier to just SHOW you.” As he said that, the claw within the pool of slime before her rose up, forcing her to stay in place with her legs spread. Above her, the dinosaur skull began to tilt down once more. Slime flowed out of its mouth and down upon Sweet Bee. Her wings were immediately engulfed as the slime ran down her back and buttocks.

She gasped at the touch of the slime, bucking as it immediately made her orgasm out of the blue. She struggled harder, but already she felt less and less motivated to escape by the second. More of the ooze flowed over her shoulders and down her chest, reducing her clothes to nothing but their base chemicals and leaving her nude as it covered her groin and clung to her legs.

She came again, harder this time. Mantenna and Hordak watched intently.

“You should be congratulated,” said Hordak. “You’ve found out what happened to your missing friends. And as a reward, you get to JOIN them!”

“No… Please no… No… NO… NOOOOOOOOOHHHHHHHHHHHH!!!!!!!!!! AHH! AHHHHH!!!!” The orgasms began striking her relentlessly, and her mind began to scramble from their intensity. They were so powerful that, just for a moment, she forgot the danger she and her friends were in, and could focus only on achieving one last, all powerful climax.

That climax struck her like a bolt of lightning. She came harder than she’d ever done before. “YES! YES! OH MY GOD YES! AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!” She bucked backwards, lost in the orgasmic bliss induced by the slime. The ooze flowed over her head completely, engulfing the captured rebel scout utterly.

The Pit’s head tilted backwards, the claw returned to its pool, and the manacles released her arms, which fell to Sweet Bee’s sides. And then the conversion began. Her wings were the first to finish changing. As slime fell away from them, it was clear their translucent yellow had been replaced by a sickly shade of green. The rest of her followed seconds later as, from the tip of her toes to the ends of her antennae, the slime bonded to her on a molecular level. What could not be absorbed fell away to expose Sweet Bee in all her naked, conquered glory. Just like the others, she opened eyes turned red by the process, and then pivoted her body in a mechanical manner to step down to greet her enslaver. Her arms raised up in front of her as she reached him, and she spoke robotically.

“Hail Hordak! Hail the Master! Long live Hordak!”

“One more for my heroine harem,” said Hordak as he rubbed Sweet Bee’s breasts and massaged her groin. She made no protest. Indeed, she couldn’t even work up the will to try. As Hordak stepped back from exploring her body, her arms lowered as she awaited commands.

Sweet Bee was now just the latest of Hordak’s numerous Slime Slaves.

“Mantenna!”

“Yes Hordak!” Mantenna stood at attention.

“I’m entrusting you with an important mission. Get Vultak, gather whatever troops you need, and have my newest slave take you to the Hive. I want every last Bee Person in chains or dead by the next sunrise! They’ll pay the price for thinking they could join the Rebellion and defy me!”

“I’ll begin immediately! Come along Slave!” Mantenna rushed off. Sweet Bee followed dutifully in spite of the dread and horror growing in her heart.

***

Alarms blared throughout the Kingdom of Brightmoon as the Horde onslaught began. The attack had begun without warning and already rubble and bodies littered the streets. The citizens ran for safety as Horde tanks began rolling in, while airships began to fill the skies.

Watching all this from the Castle, Angella fought back tears and embraced a cold rage deep within her breast. Before their astonished eyes, the Whispering Woods had been completely annihilated and her kingdom violated. At that moment, she wanted nothing more than to run a blade through Hordak’s foul heart.

“Oh dearie my!” She turned to see Madame Razz and Broom, her dear friends, running in. The few members of the Great Rebellion present looked haggard. Flutterina was covered in soot thanks to her rescue efforts, while Netossa was nursing a head wound suffered taking a shot meant for Spinnerella. For her part, Spinnerella was, for once, silent, realizing the gravity of the situation. Castaspella, usually always well kept, was disshelved in appearance, exhausted after days of trying to penetrate the Fright Zone mystically, and then shielding civilians so they could escape. Madame Razz wasn’t much better, having also nearly exhausted all her energies trying to help her fellow mage.

Even beyond the attack on Brightmoon, there was plenty to worry about. They knew several of their number were missing and now, considering the fate of the Whispering Woods, they had to pray that Sweet Bee, Perfuma, and the Twiggets would not be added to missing and would join them later.

Artillery fire rocked the Palace. They all exchanged knowing glances. Even beyond those they knew or suspected to be missing, captured, or dead, no one had heard from Frosta or Mermista, nor been able to reach them. For all Angella knew, they’d been eliminated already. She prayed she was wrong about that.

“What’s the status on the evacuation?”

Castaspella was panting with exhaustion, but gave a nod. “Madame Razz and I were able to transport the survivors to various friendly villages. They know to keep their heads down and not draw attention to themselves.”

Angella hated that word. Survivors. She thought of the scores of her people already dead. She wondered how much of that suffering was her own fault for sending the Star Sisters in unprepared and alone instead of waiting for the rest of the Rebellion to return.

“It’s time to evacuate. We’ll reconvene at Wavern Village, to the southeast.” She turned to Madame Razz. “I need you to go to the Kingdom of Snows and find out why we haven’t been able to reach Frosta.”

“We’ll get right on it!”

“You can count on us!” Broom waited for Madame Razz to get on and he flew out the window headed due north, faster than the Horde could follow.

“And what about Mermista? And the others who were in the Woods?!” Flutterina sounded terrified. Angella didn’t blame her one bit.

“As far as the others, we have to assume they’ve been captured at best.” She didn’t need to say the other part. “Mermista’s another issue. We’ve never had the best communication with the City of Salineas, and none of us can go underwater. But maybe Sea Hawk can contact her. Once we’ve established a new base of operations, we’ll reach out to him. For now…”

Another explosion rocked the Castle. “Brightmoon has fallen. Let’s get moving.”

In moments, Angella was watching as her lost Kingdom burned and quaked from a safe distance. This time, she let the tears flow. Then, she followed her friends and fellow Rebels to fight another day.

***

The Hive was broken and burning, and the bodies of Bee People littered the fields. Horde war machines surrounded the alien ship as countless Horde Troopers marched on the remains of the alien race’s home.

High above the carnage, Sweet Bee watched as her people fought to the last, and she could sense each and every death. It wouldn’t be long now until she was the last remaining member of her race. Not that the distinction mattered. She wept, even as the vile Horde zookeeper Vultak pounded her pussy in midair. She was too distraught to even notice as he raped climaxes from her.

Hordak had enslaved her and several of her friends. He was killing her people! And he’d made her an unwilling accomplice to the genocide happening below. She wanted to scream in anguish. She wanted nothing more at that moment than to die along with the rest of her people.

The universe answered by having Vultak release his seed into her womb. As their intermingled cum dripped down her thighs and to the ground far below, she knew that her nightmare had only just begun.

***

At the Palace of Eternia, Teela was enjoying a rare peaceful moment. Skeletor hadn’t attacked in weeks, the sun was shining, and a gentle breeze signaled that this was practically a perfect day.

Then, she saw the falcon. She knew Zoar, the Sorceress, when she saw her. That meant a summons to Castle Grayskull, and imminent danger.

Unfortunately, most of the Heroic Warriors were away, using the peaceful lull to visit their families, and her father Duncan, Man-At-Arms, was on the other side of the hemisphere installing a weather machine to help farmers raise better crops. Other than Roboto, who was currently maintaining the Palace security with so many of the others away, she was the only one at the Palace at the moment to answer the call.

“I’m on my way, Sorceress,” she said as she headed for the vehicle bay to commandeer a Sky Sled.

Above, just for a moment, Sorceress felt a creeping dread. As she flew back towards Grayskull as Zoar, she prayed it wasn’t a portent of looming doom.

TO BE CONTINUED…