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 5: "Help is Coming?”

Previously: The enslaved Star Sisters successfully captured Perfuma, who was quickly converted into a Slime Slave by Hordak. Using her powers, Hordak began destroying the Whispering Woods. Sweet Bee stumbled upon this and attempted to stop it, but was captured by Mantenna and enslaved as well. In short order, the Great Rebellion was forced to evacuate Brightmoon as the Horde invaded it and destroyed the Hive. Meanwhile, Teela received the Sorceress’s summons and set out for Castle Grayskull. And unbeknownst to anyone, Double Trouble was planning to avenger her cousin Glimmer, with her eyes set upon the Slime Factory…

Hordak was having a good day. Thanks to the capture of Perfuma, the accursed Whispering Woods were gone, replaced by an endless maze of thorny vines that would capture anyone that dared enter it. Without the protection of the forest, the kingdom of Brightmoon now bore the Horde flag above its castle. The Rebels were on the run, and he intended to keep up the pressure.

Of course, he was also having a good day thanks to Sweet Bee’s pussy milking his cock, the enslaved Rebel giving her all for her master. She was straddling him, and her wings added pressure, increasing the pleasure. He’d noticed that effect before with Peekablue, and was pleased to realize ALL the winged Rebels would be able to produce that feeling. Her pussy quivered around his cock as she came silently, and he released his load into her snatch.

Satisfied, he had her slide off of him and, as he adjusted his furry loincloth, he turned towards Glimmer, the enslaved princess of Brightmoon.

“Glimmer, while Peekablue’s able to show me many things, there are still secrets even SHE doesn’t know. So YOU’RE going to tell me.”

“Yes, Master,” said the helpless slave.

“The Rebellion’s always had far too easy a time discovering my plans. So tell me… Do you have any spies in the Fright Zone?”

She told him. He grinned.

***

In the shadows of the Fright Zone, Double Trouble walked confidently. After all, she was disguised as a Horde Trooper. She had nothing to fear here.

Except she did. In truth, she was the Great Rebellion’s mole in Hordak’s inner circle, always passing on whatever intel she could. Though now, with the Whispering Woods and Brightmoon vanquished, she wasn’t certain she could even reach the others.

Furthermore, her focus wasn’t on the group, but on one person. Her cousin, Glimmer. The second person to fall victim to his accursed Slime. She’d nearly screamed when she’d seen Hordak raping her green, naked cousin on his throne, almost blown her cover right there and then. It had taken everything she had to not rush him and pull her off his cock.

She cursed what she saw as her weakness. She wasn’t like the other Rebels. She didn’t have any amazing powers. She wasn’t even especially brave. But what she COULD do was act. So act she had, infiltrating in the guide of a Trooper and worming her way into Hordak’s personal guard. All the while, she did what she could so those who were far better equipped to deal with the Horde could do so.

That wasn’t enough anymore. Not after what Hordak had done to Glimmer. She did her best not to rush as she approached her target, the newly built Slime Factory, powered, to her disgust, by energy they’d siphoned from Glimmer. Already this vile place was mass-producing the Slime of En’Slav; eventually, Hordak would have enough for every man and woman on Etheria.

There was next to nothing she could do about Glimmer; there was EVERYTHING she could do about THIS.

Keeping up her act, she approached the entrance to the Factory. Two Horde Troopers stood at attention as she came near.

“At ease,” she said. “I’m just here to inspect the Factory for Hordak, to make certain it’s performing at peak efficiency.”

“Of course,” said one of the robots as they stepped aside, allowing her access. Once she was past the door and out of their audio range, she breathed a sigh of relief. If they suspected her for an instant, she was as good as dead. Regaining her composure, she resumed her act and strode through the premises, pretending to inspect several areas. Twice she criticized the work of some slaves pressed into service to labor away, and she hated every second of it.

She’d used her access to find the blueprints for this accursed place and memorized them. Slowly, she made her way to the central processing center, at the very core of the building. It was here Modulok had creating machines to replicate the Slime of En’Slav without relying on the original source. A small amount of the ooze had already ballooned in volumes to fill multiple tanks and barrels. In a week, the factory storehouse would be filled to capacity, and all of Etheria would pay the price.

Approaching the machine, she glanced around and saw no guards. Slowly, she reached into her belt and pulled out a small but potent explosive. Once she attached this to the replicator, she could detonate it from a safe distance and slow Hordak’s scheme down.

It wouldn’t get Glimmer back, but at least it would buy her friends time to regroup and stage a rescue.

She reached up to place the charge when a green hand suddenly grasped her wrist. Yanking her around painfully, Double Trouble was shocked to see Glimmer in all her Slime Slave glory holding her arm!

“…no…” In an instant, she knew what had happened. The Slime destroyed the free will of its victims. If Hordak told her to reveal any spies, Glimmer would have done so without hesitation! In other words, her cover was completely blown and she was utterly screwed! “GLIMMER!”

Glimmer didn’t budge as her cousin tried to pull free of her grasp. She slipped out of the metal gauntlet, only for Glimmer to grab her wrist with her other hand. With the first, Glimmer pulled the explosive from her grasp and vaporized it with a sudden burst of energy.

“Traitors to the Horde must be dealt with,” she said robotically. Her powers flared, and Double Trouble’s disguise fell away completely.

“Don’t!” Double Trouble, unable to pull free, was helpless to stop Glimmer from grabbing her by the throat and lifting her up. The strength was clearly unnatural, no doubt a new ability granted by the Slime. “Please… Glimmer, you have to snap out of it!” Glimmer released her wrist, allowing Double Trouble to grasp her cousin’s arm in a futile attempt to wrest her hand from her neck.

The naked, enslaved princess didn’t respond. Instead, she began walking further down the platform. Double Trouble knew from the blueprints that the massive vats that held the slime before final storage were there. As they came into view, she could see machines pumping slime into them, a massive flow of ooze. Her blood chilled as she realized what her cousin was about to do!

“Please,” she said, her eyes tearing as terror enveloped her. “Please, don’t do it! Anything but that!”

“The Master commands, and I obey.” Glimmer approached the torrent of slime. It flowed just inches away from the catwalk.

“Glimmer… It’s me! You don’t want to do this!”

“Your fate is already decided.”

And with that, Glimmer lifted her cousin up slightly and thrust her into the slimefall. Still held by the throat and unnatural strength, there was nothing Double Trouble could do but keep looking down as the slime oozed over her helmet and body. She felt the cold chill of the ooze as it annihilated her clothing and inundated her flesh. She orgasmed without warning, gasping as she tried to find air amidst the endless waves of muck. She could not struggle as several more orgasms rapidly wracked her body. After several exhausting, will destroying moments, Glimmer pulled her cousin from the flow of slime. Double Trouble gasped as she sucked in air. She had almost no fight left in her, which wasn’t surprising since she was slimed from the neck down. She couldn’t help but watch as the slime merged with her body; only her head was free of the ooze, protected by her helmet. Excess slime fell away, and she knew her body was as green and naked as Glimmer’s. She flushed with humiliation.

“Unexpected. Master, her helmet shielded her head.” She listened for a moment to Hordak’s mental instructions. “Understood.”

What more could be done to her? Double Trouble finally caught her breath as Glimmer lifted her up again and got closer to the stream than before.

“The Master requires complete obedience. Your conversion must be completed, Cousin.”

Double Trouble’s eyes went wide as Glimmer bent her backwards over the rail of the catwalk.

Knowing she was doomed, she looked Glimmer in the eyes and said, weakly, “I still love you Glimmer.”

If her words had any effect, it was negligible as Glimmer thrust her head back into the slime flow! The slime immediately inundated Double Trouble’s face, flowing under her helmet and enveloping her head completely. The sudden second sliming caused her to experience another mind destroying orgasm. Her pussy erupted with cum in front of her beloved family member and her breasts swayed back and forth as she struggled uselessly. After a moment, Glimmer pulled her back out of the flow roughly and tossed her to the floor of the catwalk. This time, there would be no reprieve as the slime absorbed into Double Trouble’s head, completing her transformation.

On her knees, Double Trouble slowly stood up. She opened her eyes, which were now glowing red. However, the sheer amount of slime that had gotten into her helmet now served to obscure her face from view. It was swallowed by shadows and the green of slime. The girl that had shown two faces to the world would forevermore show none at all.

Her armed raised in front of her, Double Trouble affirmed that she now shared her cousin’s grim fate.

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

Her arms lowered, and the newly enslaved spy followed her cousin. The trip back to Hordak’sthroneroom seemed to take an eternity for what remained of Double Trouble’s free mind. Once completed, she stood before her enslaver robotically.

“You had a good run, but NOW you work for me for REAL.”

“Yes, Master,” she said mindlessly.

“Going forward, you’ll be sending the Rebels what I WANT them to know.” Indeed, he already had Double Trouble’s first assignment lined up.

Well, SECOND assignment. He mentally commanded her to begin her first by having her sit on his lap and accept his member into her pussy. In moments, she was fucking the man she hated most in the universe. She saw Glimmer out of the corner of her eye, watching dutifully.

It may have been her imagination, but what remained of her could swear there was a tear in Glimmer’s eye to match her own.

***

Meanwhile, at Castle Grayskull, Sorceress was working on a delicate spell as Teela watched.

“So, what is this spell, Sorceress? And what does it have to do with Etheria?”

Sorceress sorely wished some of the other Heroic Warriors were available to go with Teela. Sending her daughter into unknown danger alone left her deeply apprehensive. Never mind that Teela was an accomplished warrior able to keep up with her superpowered friends… She was still her only child. No mother ever wanted to endanger their child. But that was what the current situation had driven her to do. Without He-Man and She-Ra, all she could do for the moment was gather information to prepare for their return. Sorceress, the spell finished, cast it quickly upon Teela. Instantly, her perspective shifted, and she was seeing herself through her daughter’s eyes.

“This spell will allow me to see through you, Teela. I will experience everything you do. And as for why it is needed, I fear a great evil had fallen over Etheria. You must go to the Whispering Woods to meet with the Great Rebellion, learn all you can, and return safely. The spell is a safeguard, in case…”

“In case the worst happens,” finished Teela. “I understand. But don’t worry Sorceress. I can handle myself just FINE.” It was no boast, simply an acceptance of her skills. “I’ll be back in a few hours.”

“Be careful,” urged the Sorceress as Teela stepped through the portal. Sorceress sat down upon her throne. Until Teela’s mission was complete, all she could do was watch and pray for her daughter’s safe return.

***

Teela emerged from the portal in an empty field, no one within her range of view. Checking her stun blasters and compass, she set out towards the Whispering Woods. She took no chances, using tall grass, trees, and boulders as cover as she made her way towards the Rebel base. She noticed that things were unusually quiet; not even the birds were singing.

For the next hour, her progress was agonizingly slow as she snuck her way around Horde tanks, behind Troopers, and avoided sensors she’d only detected thanks to her father’s tutelage. She was shocked by the buildup of troops so near the Whispering Woods; surely Hordak had never built up his forces like this before!

She got her answer as she reached her goal.

“By the GODS!” Instead of the beautiful, exotic forest she’d seen before, she was greeted by an endless field of thorny vines, some wider than the Battle Ram! “What HAPPENED?!” Pressing forward, Teela made her way into the former forest. Where were the Rebels?! Were they here? Were they even still ALIVE?!

Deeper she went, until finally, she found a clearing. And in the clearing, she was greeted by the remains of the Rebel camp. The tents were downed and torn, the campfires extinguished and remains scattered. Furniture shattered and strewn about.

But the worst part was the bodies. Several rebels laid still upon the ground. Teela checked each one, but they had been dead for at least a day. Men, women and children alike, torn to shreds by something. Teela fought the urge to throw up and continued to search the area for clues. She didn’t recognize any of the corpses, so she chose to believe her friends were still alive and out there somewhere.

So fixated was she on finding clues that she didn’t notice as a thin vine inched its way towards her from the grass. Without warning it struck, grabbing her ankle and yanking Teela off her feet. Landing on her back, Teela quickly saw what was attacking her and fired a stun blast, forcing the vine to let go of her. “That’s crazy! That vine acted like it was intelligent!”

But that was impossible, wasn’t it? Evilseed was long dead and the only other person she knew that could control plants was-

“No…” Slowly, she turned and was greeted by the sight of the enslaved Perfuma, her red eyes glaring at Teela. Shocked, Teela stepped backwards. “PERFUMA! What happened to you?!”

“The same thing that will happen to all Rebels and their allies,” she said robotically as she sent several thorny vines at Teela. Teela dodged the initial strike, somersaulting out of the way and adjusting her wrist blasters to heat rays. Jumping over another vine as it thrust towards her, she fired both beams, setting several of the vines ablaze. If Perfuma was disturbed by the burning of the plants, she didn’t show it. Instead, she simply sent out a fresh wave. Cursing under her breath, Teela dived for cover behind a turned over table. The vines struck it but thankfully failed to penetrate her makeshift shield.

This was insane! What could have turned Perfuma, one of the most gentle, nurturing people she’d ever met, into a murderous villain?! Why was she green?! And why was she NAKED?!

Teela had no time to ponder these questions as the vines struck the table again, this time successfully shattering it. She dove clear, and adjusted her blasters again in one smooth motion.

“Sorry Perfuma, but I’m going to have to stop you COLD!” Teela let loose with both blasters again, but this time with freeze rays. She quickly swept the entire camp, covering all the vines with ice. Perfuma was caught in the blast as well, and she shrank back, shivering, unprotected without any clothing.

Satisfied that the immediate threat had passed, Teela approached Perfuma cautiously, readjusting her blasters back to stun. Without plants, Perfuma was essentially powerless and no longer a threat. Maybe NOW she could get some answers.

She looked over the girl, noting the green on her skin, whatever it was, didn’t feel quite like skin. It was very slightly clammy to the touch. And her red eyes betrayed no sign of pupils.

“I’ll ask again: What happened Perfuma? Who did this to you?!”

“OUR MASTER!” The sudden outburst made Teela spin around. The voice came from behind her! She was shocked to see another green, naked woman charging her. But this one’s body began to distend unnaturally, stretching far beyond human proportions. She couldn’t believe it, but it had to be Tallstar, one of the Star Sisters!

Teela fired her stun blasts but Tallstar simply contorted her body to avoid it, even as her extended arms wound around the shocked Teela, binding Teela’s arms to her sides! Teela tried to struggle, but that just made Tallstar begin to squeeze, forcing the air from her lungs. Gasping, she watched as Perfuma, recovering, stood up once more and approached her.

“Adjust her arms.” Tallstar did so, extending her wrists more and forcing Teela’s wrists behind her back, positioning them so all she could shoot was herself. Without another word, Perfuma grew a small vine from her palm and had it wrap around Teela’s wrists, binding them into place.

“PERFUMA! TALLSTAR! It’s me! Teela! Your friend! Whatever’s happened to you, you have to wake up!”

“The master wants you to continue purging the Woods. I will take the prisoner,” said Tallstar as she began to stretch straight up, carrying the bound Teela with her.

“Understood,” said Perfuma as she turned and began summoning more vines.

In seconds, Tallstar towered over the vines and virtually everything else. On legs taller than most trees she’d ever seen, the enslaved Slime Sister covered ground quickly. In only ten minutes, she reached the Fright Zone.

“Tallstar, let me GO! I want to HELP YOU!” Teela struggled uselessly; between the vine binding her wrists and Tallstar’s elastic grip, she wasn’t going anywhere except where she was carried. Soon, a squadron of Horde Troopers appeared to meet them. Tallstar shrunk down, resuming more human proportions, though she kept her arms wrapped around Teela firmly. She marched with the Troopers wordlessly, forcing Teela to walk with her. After several more moments of eerie silence and pointless straining, two things came into view.

The first was a strange looking altar that bore a dinosaur’s head atop it, and a strange pool of goo eerily similar in color to Perfuma and Tallstar.

The second was Hordak. He seemed different,Teela noticed. His face was less angular than she remembered, the blue of his skin not as vibrant. But he was as vile as ever.

‘HORDAK!” she exclaimed. “What have you done to Perfuma and Tallstar?!” Teela glared at him; if looks could kill, Hordak would have been a dead man at that moment.

“You’ll know soon enough,” he said. “Excellent work, Slave. The two of you have caught quite the unexpected prize! Turn her over the Troopers and return to your duties.”

“Yes, Master,” intoned Tallstar as she retracted her arms, relieving the pressure on Teela’s torso. Two Troopers grabbed Teela by the arms, lifting her up and carrying her in humiliating fashion. Teela watched the enslaved girl go, and wondered how many of the OTHER Rebels had already shared whatever grim fate that was.

Hordak chuckled as the Troopers escorted Teela towards the Slime Pit. “Wellwellwell… Teela. What a delightful surprise! I wasn’t expecting to hear from Eternia quite this soon, but why turn down a golden opportunity?” He leered at her. “After all, it’s not every day He-Man’s WOMAN falls into my power. You’ll make for an excellent hostage once he inevitably arrives to rescue you.”

Teela tried to pull free of the Troopers, but the strength of a normal human woman was no match for steel and servos, especially without leverage. “Don’t expect me to just sit still and wait like some damsel in distress Hordak!”

“Oh, I DON’T,” he said as the Troopers forced her into the Pit. With her arms still bound by the vine, there was little she could do. “You see, you’re about to learn what happened to your friends first hand. And afterwards, you’ll be MUCH more… cooperative.” He gestured and, as Teela watched, a massive claw made of bone rose up from the pool of ooze before her. It pinned her into place, and the goo dripping from it chilled her legs where it touched.

She heard a creaking sound and looked up. The dinosaur head was tilting downwards, and more of that ooze seemed to be dripping from it. As it poured out, she braced herself for the worst. And the worst came as it struck her back, oozing down her butt and the back of her legs. She heard a slight bubbling sound and was shocked as her clothes began pulling away from her torso. All she could do was watch and flush with humiliation as her chest armor fell away, revealing her naked torso for Hordak to admire. Worse, she suddenly felt liquid heat building between her legs. As the remains of her clothes dissolved in the pool before her, she felt an orgasm building. She tried to fight it, and lost the battle as the slime washed over her shoulders and enveloped her breasts, stomach, and sex.

“AHH! AHH! AHHHHHHHH!!!!!!” Whatever liquid came out of her vagina was absorbed into the slime as it oozed down her legs and boots. Her body almost fully enveloped in the slime, another orgasm began building, even faster this time. In seconds she climaxed again, crying out even louder this time. “Oh god… OH GOD! Nononono… OHH! OHHH!!!! AAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!!!!!!!!!! OH GOD! AAHHHHHHHHHHHHHHH!!!!!” The climax forced her to arch her back, and her head moved back into the slime flow, face first. She came once more as the slime receded, the head tilting up. Several smaller climaxes wracked her body. The vines had dissolved in the slime towards the end, freeing her arms. They hung at her sides, limp. Teela stood there, still as a statue as the claw released her. As Hordak watched, the Slime of En’Slav went to work, becoming one with Teela’s flesh, a second skin that would never be removed. Excess fell way, revealing the full beauty of her naked body, now turned the same green as Perfuma and Tallstar. Her head, which had still been tilted back due to her final climax, tilted forward and her eyes opened. No longer were they a piercing green, but pure red like blood. And clearly, her will was no longer her own as she raised her arms and turned towards Hordak as robotically as all who had fallen before her.

“Hail Hordak! Hail the Master! Long live Hordak!” She approached her new master, who laughed at his good fortune.

Teela, the warrior goddess, daughter of the Sorceress, and true love of the most powerful man in the universe, was no more.

Only Teela, Slime Slave, remained.

***

In Grayskull, Sorceress couldn’t help but climax in concert with her daughter. Everything Teela had just experienced, so too did she. She gasped as the last orgasm rocked her body, her fluids dripping down her legs and throne. Slowly, she reclaimed her will, and only because she hadn’t been in direct contact with the ooze.

As she recovered her senses, she wept. She’d practically led Teela right to the slaughter!

Forcing herself to recriminate later, focus on the problem now, she began searching her memory for any substance that could match what Teela had seen before she was taken. While there were many substances and spells that could control minds, there were remarkably few that could devour will completely. In fact, perhaps only ONE. But it would have had to be altered somehow…

Her blood ran cold, and not just at this discovery. Her senses were still tied to that of her daughter. Whatever she was experiencing, for the next hour, so would the Sorceress.

It would be one of the worst hours of her life.

***

Unable to resist, Teela allowed Hordak to guide her to his bedchamber. She watched as he removed his armor and loincloth, revealing his naked body. She wished she still had the will to gag. Instead, she laid down on the bed, spread her legs, and watched as he climbed on top of her. With one thrust, he penetrated her pussy and began fucking her with obvious enthusiasm. Her body moved in time with his as he molested and mashed her breasts roughly, and forced her to kiss him full tongue.

Her body went through the motions of passionate lovemaking, but her mind was screaming. She came repeatedly, and he released into her just as many times. She wanted to cry so badly, but she could barely manage a single tear.

After almost 40 minutes, he got off of her. She slid off the bed and down to the floor. On her knees, she took his member into her mouth and began to perform a blowjob on one of, if not THE, worst villain in the universe. He luxuriated in the sensation of her mouth going up and down his cock. After several enjoyable moments, he ejaculated into the back of Teela’s throat and made her swallow most of his pug. As he finished cumming, he pulled out, letting the last of his seed splash onto her face. Satisfied, he began to redress.

No sooner did he finish than he heard a voice at the door. “Hordak, I must see you at once!” It was Shadow Weaver. It had to be important for the witch to risk interrupting him while he was raping He-Man’s mate.

“Make it fast, Weaver,” he said irritably as the door opened and she hovered into the room.

“I’ve stumbled upon an ancient ritual that-“ She stopped as she sensed magic at work. Closing her eyes, she sought to find the source. After a few seconds, her eyes snapped open, and she gestured towards Teela, magical sparks flowing from her hand. “This girl’s been bewitched! I must examine the spell quickly! She may have been used to betray your plans!”

“So, get to it!”

Shadow Weaver gestured twice more, and her consciousness flowed into Teela’s mind. She saw the enslaved girl, metaphorically chained to a wall. And she sensed one other consciousness present. Illuminating the darkness inside Teela’s mind, she saw a quick flash of the Sorceress, which faded quickly as the last remnants of the spell began to die. Quickly casting one more spell, Shadow Weaver, satisfied, pulled back from Teela’s mind and into her own.

Overcome by the enslavement, rape, and mental intrusion, Teela collapsed at Hordak’s feet. Hordak turned to Shadow Weaver.

“Well?”

“It was the Sorceress. I’m afraid she’s seen everything Teela has! However, I’ve also discovered something VERY interesting,” responded the witch. “You’ll NEVER guess what I’ve just learned…”

***

Sorceress cried out as she felt Teela’s rape, cumming several times before the spell finally faded. She sat forward, gasping, reeling from the horrors she’d just experienced. It seemed to build from deep inside her, and then it erupted.

“AAAAAAHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!!!!!!!!!!!!!!!!!” It was a scream of emotional anguish and turmoil. Her daughter! Her DAUGHTER! For several minutes, she wept uncontrollably. Finally, she managed to pull herself together. She couldn’t save Teela, or anyone else, if she didn’t keep a clear head.

Fighting the urge to break down again, Sorceress sat back into her throne, ignoring her cum staining the stone. Instead, she closed her eyes and reached out psychically to the only ones in the universe she believed could save Teela and all of Etheria.

“He-Man! She-Ra! The situation is far worse than I realized! You must return immediately, or all will be lost!”

Thousands of lightyears away, the two greatest heroes in the universe moved to answer her call.

TO BE CONTINUED…