HSA-83: Flesh Cafe

Dim, yellow light showed little of the road. Hank’s eyes drooped, but he kept them open, more to prove to Anya that he could than to keep them from veering off the road. They’d been driving for almost twelve hours. The past two had been spent in silent disagreement on whether or not they should have stopped at the motel miles back. Hank wanted to stop. The bags under his eyes and the ache in his back wanted him to get out of the car and stretch out, no matter how ratty the bed might be. He didn’t have the money, though. In his vest pocket, he had a ten dollar bill, enough for gas to take them to Colorado at least. He kept the rest of their money in his side pocket, three one dollar bills and a handful of change. Overnighting in a motel simply wasn’t in the budget.

Anya rested her head against the window. Outside, the temperature dropped quickly with the sun having set. For lunch, they’d stopped on the side of the road somewhere in western Missouri. Hank carried a blanket out into an open field, and they sat in the sunshine while they ate dry sandwiches. Anya stole the bread from her roommate and got the salami from Mr. Frangopolis. The old butcher looked after her whenever he could, telling Anya she reminded him of his dead wife. He even showed her a picture once, and Anya thought it might have been her sister. Same curly black hair. Same wide set smile. Same blunted nose which Anya thought looked too common. At least it helped get them some food for the drive.

People back home surely missed them by now. Hank made no secret of his intent to head west, even if he left out the specifics. And it wouldn’t be too long until someone put together Anya’s absence with Hank’s not showing up for work. Both of them wondered if someone would come after them. Anya’s father, maybe, at her mother’s insistence. But, they had a day’s head start on whoever might come, and they’d left no word or sign of where they were heading. Hank wanted to get them to California. If he could make that, he had a job waiting for him, and one for Anya if she wanted it. He’d had a letter from an old friend who headed west years earlier. Hank kept it in his pocket with the ten dollar bill. California vineyards, the letter promised, were the new gold rush. And they needed strong hands with smart heads to help run them.

The radio crackled as yellow light appeared up ahead. Hank turned the knob to silence the popping and whirling static. They’d lost the last station miles back and forgot they’d left it on. The sudden noise snapped them from their stupor. “What’s that?” Hank asked, pointing at the light.

“How am I supposed to know?” Anya answered. “I can’t see further than you.”

“Thought you might have noticed a sign or something,” he mumbled. He watched her sit up, adjusting the dress to cover more of her thighs. How could it have been so short a time ago that they relaxed together in the sunshine, his hand sliding that dress up enough to excite them both. “Wasn’t expecting to see anything out here. Supposed to be another thirty miles before the next town.” He glanced at her again as she folded her arms. “Whatever it is, I reckon we’ll stop. Get out and walk around a bit at least.”

“It’s a diner,” she said pointing toward the glowing sign.

“Flo’s Place,” Hank read. “Huh, well, maybe we can get a cup of coffee. Share a slice of pie or something.” He worried about the money, but they needed a morale boost.

They pulled into the parking lot a few minutes later. The diner’s lights nearly blinded them after the long drive, but it cheered them up to see something so vibrant. Both of them took a long time to stretch as they got out of the car. Hank tried to smooth out his jeans and buttoned the top two buttons of his shirt. Anya spent a few seconds leaned over staring at herself in the window’s reflection as she tried to make herself look a little less tired. While she preened, Hank looked up and down at the building. Flo’s Place was about two car lengths long from end to end. Broad windows put the whole inside on display for the world to see. A bar ran the length of the place with a big cash register sat on one end. Red topped stools lined the white countered bar, and a cut out let the patrons see back into the kitchen and allowed for food to pass through. Booths sat along the exterior wall beside the windows. Each table had a neat little tray of ketchup and other condiments sitting on it. Hank had seen a hundred places like it, but something stuck out to him. It seemed too clean, like it had been built yesterday.

Even as he thought this, Hank looked at the lot they stood in. It wasn’t graveled or paved, but bare earth with some of the grass newly pressed down. Two other cars sat in the lot, but from his position, he saw no one inside. He looked around, but other than the highway, he saw only cornfields. Still, he was no stranger to rural life. Somewhere beyond the stalks were farmhouses filled with the sort of people who would walk three miles for a cup of coffee and plate of eggs. Hank walked to the front of the car and offered his hand to Anya. She took it, and they walked the short distance to the diner’s door together.

A bell rang as they stepped inside. Soft music played from a colorful jukebox on the far wall. The air smelled like cleaner with the faint hint of coffee. From out of sight, a woman’s voice called, “Sit anywhere you like, be right out.”

They moved to a booth halfway along the exterior wall. Anya scooted into one side while Hand slid into the other. It felt strange to sit down without a steering wheel in front of him. The world lurched around him as his eyes compensated for being still rather than moving at sixty down a highway. The chill between the two travelers thawed quickly as Anya smiled and put her hand on the table, palm up. Hank took hold of it and considered asking her to join him on one side, like they were a couple of teenagers. They could order a milkshake with two straws. Before he could, the woman emerged from the doors beside the bar. One look at her made Hank’s hand subconsciously pull away. He grinned sheepishly at both Anya and the approaching waitress as he put his hand under the table.

She wore a small white nametag pinned to the upper hem of her dress. Perhaps on a normal dress, this would sit near the neck, but on this dress, it pulled tight just above the nipple. The nametag said “Flo”, and that was all Hank’s brain could process about the sight of her. Flo was tall for a woman, maybe even taller than Hank. The dress or uniform, he couldn’t tell which applied, had short sleeves that covered Flo’s shoulder and not much else. The neckline dropped down almost a foot as it struggled to contain a pair of breasts each as big as Anya’s head. Hank guessed he could see six inches of cleavage, and the nametag was the only thing blocking sight of Flo’s nipples.

The dress didn’t stop flattering the woman at her chest. The white fabric hugged an hourglass figure, squeezing tight around her ass. Her short, black heels clacked on the tile as she swayed over to them. She stood at the end of the table looking down at them with vibrant green eyes as Anya sized the woman up. Ruby red lipstick and a bob of black hair framed Flo’s face as she smiled. “Good evenin’,” she said in a melodic voice. “What’re you two doing out so late?”

Hank tried to answer, but the words caught in his throat. Anya spoke up instead, frowning slightly at her companion’s loss of composure. “On a long drive, needed a pitstop.”

“Oh? Well, we can certainly offer you that.” She put her hand on the back of Hank’s booth, stretching her form. He kept his eyes on the mounds on her chest, mesmerized by their milky white color. “The restrooms are back around the corner. You’re welcome to them. Maybe I’ll start you two off with some coffee?”

“That’d be good, thanks,” Hank said.

“Milk?” she asked, smiling at him. Hank began to wonder if Flo had looked at Anya at all.

“He drinks it black,” Anya said, pointedly. “So do I.”

Flo did finally look away from Hank, glancing over at Anya. “Alright then, hon. I’ll trot back and get the pot going. If you need anything, hollar for Flo.” She pressed her finger into her breast beneath the nametag as she pointed to it. Hank swore under his breath as he watched the pink of Flo’s nipple slide up above the dress for half a second before she pulled her hand away. He openly oogled the woman as she returned through the kitchen doors, amazed to see the clear outline of her ass through the dress.

Anya watched, too, but mainly to know what to complain to Hank about. “Feel free to be a little more open with your looks, Hank. God.”

He hunched forward over the table. As he moved, he felt the stir in his pants. He couldn’t help but imagine sneaking back into the kitchen and finding Flo with that dress pulled down waiting for him. “What? You think I can look away from that? Normally, I’d say I only had eyes for you, babe, but Flo here looks like she’s one thread snag away from being a Playboy centerfold.”

“That doesn’t mean you should look,” Anya hissed. “What kind of woman dresses like that? God knows what she gets up to, and with whom. All these long drive truckers come in here looking at that. Why not ask her what she charges for a full service?” She crossed her arms.

“What kind of talk is that?” Hank said, surprised. He’d never heard Anya so much as judge another woman’s outfit, let alone pass the kind of moral judgment she’d tossed out. “So what if she does get lonely. Hell, maybe she likes the attention. Maybe she gets all dressed up so folks will notice her. Sound familiar?”

Anya’s eyes darkened, but before she could snap at Hank, Flo returned. She carried a pair of menus with her. She didn’t linger. She dropped the menus on the table and headed back into the kitchen. Rather than face his girlfriend, Hank snatched up the menu.

A chill of revulsion shot up his arm. He dropped the menu back down, and it hit the table with a clack. Flo paused at the door and looked back at them, “Everything alright?” she asked with a smile.

“Huh, yeah, butterfingers is all,” Hank said. “Looking forward to that coffee.”

“It’ll be hot and ready in just a moment,” Flo said, sliding through the door.

As soon as she left his sight, the feeling of unease returned. Anya had her menu up hiding her face. Hank picked up his again, expecting to feel the same shock, but it was ordinary paper. He glanced at it and saw the sort of things one expected at roadside diners. Beeftips with gravy. Fried chicken. Ham and eggs. As he read, the words jumbled together. When he focused everything looked plain, but if his mind trailed off to think of anything else, the words seemed different. Breasts? Thighs? Were those words there before? He considered the material again. Paper, but it felt strange. Waxy almost.

“I’m going to use the restroom,” Anya announced. “When she comes back, if we’re eating, I’d like the hamburger plate.”

He read his menu, not remembering a hamburger option. But, as he reread the top line, sure enough it said, “HAMBURGER WITH FRIES, ALL THE TRIM”. No, it didn’t say that before. It said ‘beeftips’, I’m sure of it. A wave of vertigo overtook him, and the uneasy sensation returned. He thought of grabbing Anya and running to the car. She’d already turned the corner, and he was alone.

Flo returned, but he didn’t see her come from the kitchen. She simply appeared beside him. “While we’re waiting for your little friend to come back, I thought you might like a slice of pie.”

As Anya entered the washroom, the uneasy feeling in her stomach grew much worse. She thought she might vomit. Motion sickness, maybe. Do you get motion sick when you’re out of the car? Like getting your land legs back or something? The washroom looked nicer than she expected. Cleaner, she thought, than the men’s. It was two stalls made of burnished wood that closed flush to the ground. One of them was already shut.

She stepped in front of the mirror and turned on one of the sinks. She let the cool water run over her hands and wrists before splashing some on her face. They’d been a long time on the road without a hot shower. The last place they’d stopped had nothing more to offer than a cold dousing room. Anya looked at herself in the mirror, peering into her eyes.

They moved. For the shortest second, her eyes in the mirror had moved without Anya actually looking away. Before she could understand what she’d seen, the stall opened. and Flo stepped out. “Oh, gosh, I didn’t know you were in here.”

“I’m everywhere, sweetie,” Flo said, moving gracefully over to the second sink. She turned it on and ran her hands underneath it. The water looked red out of the corner of Anya’s eye, but she couldn’t look away from Flo. The woman seemed even larger than she did out in the diner. “It’s alright,” she said. “I have that effect on some people. They can’t look away. I had this smart fellow come through one time. A professor. He called it the prey freeze response.”

“The…uh, what?” Anya backed away, edging to the door. Something is very wrong here. I saw Flo go to the kitchen. She can’t have come this way.

“Freeze response, though after he had time to think it over, he considered it to be something else. Similar, though. Like a rabbit, once it’s been run down by a wolf, it simply freezes up. Goes still and waits to be gobbled up. But you’re not frozen, are you? Heart is pitter-pattering. Breath is coming in quick little gasps. You’re not afraid, but you can feel something is off. Isn’t that right?”

Anya turned to grab the door, but the door was gone. Nothing but flat wall with bad wallpaper. “What the hell?” It wasn’t possible. The door couldn’t have vanished, and she couldn’t have gotten turned around. She looked back at Flo, covering her mouth as the world shivered and changed.

Flo’s dress melted away while the woman stood with her hands on her hips. Anya felt a strange excitement inside her as she watched the mountainous breasts come into view, the same excitement she felt when Hank put his hand on her thigh. Anya had seen women before, but not one like this. Every inch of Flo’s body rippled with soft carnality. Anya wanted to touch the other woman, to press her face between those breasts, to lick or suck anything she could. As the lower half of the dress faded away, she wondered what it would feel like to touch another woman. Through the bizarre, shifting moments, she could only watch, confused and, begrudgingly, aroused.

Flo stepped closer. “A pretty thing, you are. Hair so fine spun. A dress of soft cotton with little flowers on it. The hint of a chastity with the subtle promise of something much more. Is that what the boys like now? No, it is the lure of the day. My lures always work, though. Flesh. Thick meat for sucking and fucking, little fly. That is what humans want. Fat breasts and thick cocks. It jars the mind, shakes you from the conceits of your world. We can give you flesh.”

Anya backed into the corner, fear kindling in her stomach. As she watched, Flo grew. Her breasts got even larger. Her ass stuck out, naked and wanting for touch. Even the lips of her pussy plumped and pushed out, showing a wet cleft oozing with arousal. Anya’s mind didn’t struggle to understand the impossibilities. Instead, she focused on not being overwhelmed by the pure lust pervading the room. She tried to think of Hank, to perhaps call for help, but she didn’t truly want to be saved, not even when Flo’s hand reached out and touched her shoulder. Flo’s fingers sunk into Anya’s skin like two clumps of wax melting together. As Flo pulled her hand away, a lump of new flesh remained.

The grotesque blob pulsed on Anya’s shoulder as she watched it sink into her body. As it did, a pleasurable throb developed in her chest. She turned her eyes to her meager breasts and watched them swell with new growth, pushing out of her dress and falling into the open. Flo grabbed them immediately, massaging the budding tits with her sticky fingers. More and more of Flo sunk into Anya’s body. Anya smiled and rested her back against the wall. God, it feels amazing. Like I’ve been hollow this whole time and someone is finally filling me up. Her hands moved to the dress, pulling it off her shoulders and letting it slide down her torso. She was pleased to see the growing body hadn’t developed a belly, but became a little shocked to see her own pussy plumping up and pressing against her white undies. She could see two thick, puffy lips straining against the fabric. Her hand snaked into the underwear, and she smiled as her fingers sunk into hot, wet flesh.

“See,” Flo said, “all it takes is the chance. You crave it, even as your little mind breaks apart.” Around her the washroom shifted and moved. The Anya in the mirror watched while silently laughing. The bathroom stalls sunk into the floor, and the wall behind Anya became soft, almost soft enough to sink into. Flo stood back a bit, looking down at her own naked crotch. After a few seconds, a ripple moved across her stomach, as though a snake had wriggled under her skin. The creature gave a breathy sigh as a cock began to emerge from between her pussy lips. Anya watched, mouth agape, as a flat headed dick swelled into existence. As it grew, Anya frantically pulled at her underwear, ripping them off. She spread her plumped pussy lips with her fingers and mewled at Flo.

The fat head of Flo’s new cock pushed against Anya’s engorged pussy. “Mmm, you taste good. So full of hope and promise. All teeming with angst to fuck. That’s what you want, isn’t it? My thick cock inside you?” Anya barely had the chance to nod before Flo thrust forward. It didn’t feel like when Hank had fucked her. For one, the cock was massive, spreading her apart in a way that few women experienced. More than that, it started cumming as soon as it pushed into her. Some corrupting fluid gushed into Anya’s womb as Flo licked at Anya’s neck with a too-long tongue.

Anya squeezed her new breasts, reveling in the sensation of her new body. She felt like she’d grown. With each throb of cum emptying inside her, she felt more connected to everything around her. More than feeling Flo pressed against her, she felt Flo inside of her, part of her. As these thoughts pushed away the little that remained left of Anya, her body sunk back against the wall. Her shoulders and the back of her head disappeared into the wall, which no longer looked anything like the wall of a washroom. Parts of it had mottled to the texture of skin. Rather than feel horrified by this, Anya grew excited as she understood what was to come. From behind her ass, another cock grew out from the wall, pushing into her rear with no resistance. Anya tried to moan right as her mouth sunk into the wall of flesh. Flo grunted and laughed, using her fingers to squeeze the breasts protruding from the wall. From within, Anya quivered with joy at becoming one with the flesh.

Hank’s head swam with thoughts of lust as Flo offered him a slice of pie. He watched her hand move behind her back and bring out a plate, except when she put it down on the table, it sank into the tabletop. Hank watched as a perfectly shaved pussy, oozing and wet, appeared in the top of the table.

He scrambled back, but couldn’t get away as Flo blocked his only way out of the booth. The light inside the cafe flickered as the waitress laughed. “Oh, your little Anya wants it so bad. Isn’t that right? You should see her. She’s become so much more.”

The booth opposite of Hank moved. From the center of its red cushion a head emerged. As though falling out of a portal, Anya’s head came into view, lolling backward. Her eyes rolled around wildly as she spoke, “So…fucking full. God it’s so fucking big.”

Flo grinned, reaching over the table and pushing a finger into the open pussy on the tabletop.

“Ahh!” Anya moaned. “Hank! You have no idea. You can’t imagine. It’s so much. So many pussies. So many tits. So many cocks. You’ll join us Hank. You’ll be one with us, won’t you?”

Hank jumped up and over the back of the booth as the interior of the diner continued to change. The walls turned a swath of colors as the paneling became living tissue. Near where he climbed away from Flo, black lips parted with a low moan, licking his hand before he could jerk it away. Flo’s body shifted, growing a second set of breasts that jutted out beneath her first pair. As she pulled her finger out from the pussy on the top of the table, what emerged was not a finger, but a long, rigid dick oozing cum. Flo brought it to her mouth and sucked. The side of her face drooped as it reshaped, taking on characteristics of a different person. The dick finger popped out of her mouth, and she pushed the tentacle like appendage into hr pussy while leering at Hank.

The entire building shuddered with uneasy life. Stools became the upturned asses of women and men alike, holes on prominent display as the sound of moans increased all around Hank. He pushed his palms against his ears to muffled the sounds of gasping, pleasured voices. The passthrough window sealed over with a creeping skin of flesh until it changed again into a massive eye, peering at him and all the rest of the spectacle. Horror aside, he couldn’t ignore the throb of his own manhood. It ached in his pants as the tip of his cock rubbed against a wet glob of precum. Hands grew out of the floor or walls to stroke or slide inside the different orifices. Cocks stood out rigid and untouched only to spurt cum at random. Periodically, Hank saw Anya’s face laughing or moaning. He pulled at his hair, slapped the side of his head, and scratched at his clothes as his mind broke. Overwhelmed by lust, he gave in.

Hank tore away his clothes as he rushed to one of the stools which had become a woman’s back half turned up from the floor. He grabbed hold of the hips and pushed his greedy hands into the strange flesh. The aching tip of his cock rubbed against the plump ass of some long lost stranger. As he touched the woman’s body, he could sense some fragment of who she’d been. A mother of two who stopped at the diner on her way to visit relatives. Those memories flickered like dying candles in a void of night while the woman’s remaining sentience screamed for pleasure, to be fucked. Hank angled himself differently and shoved his cock into the waiting snatch. Warm bliss surround him. He groaned as he pushed deeper, feeling his balls mush against the wet lips. His eyes greedily searched out for other opportunities.

Before him, on what had once been a bar, he saw another set of plump lips. He leaned forward, pressing his mouth into the strange folds. More images flashed into his mind. A husband and wife caught in Flo’s trap, turned into rutting masses of pure sex. Nothing else remained of their minds beyond the memories of pleasure embedded into the flesh. Hank knew the same thing could happen to him. That he would fade into this abomination of lost souls. It didn’t matter. He moved like a man possessed. He fucked and groped as fast as he could, driven by sheer madness. His balls churned, and his skin rippled. Looking up from the delicious pussy before him. He saw other heads, torsos, or limbs jutting out from the walls. The few faces he could see looked riveted by ecstasy. Pelvises rose up from the walls of flesh like bodies out of the sea. For seconds he could see the disembodied parts fucking before they disappeared back down into the mingling of flesh.

Flo moved up behind him. Her warm body pressed into his back, curving against him perfectly as her tits squashed against his shoulder blades. “Isn’t that better? Isn’t it warm? Isn’t it soft? It can be however you like now. Want it tighter?” The folds enveloping Hank’s cock changed subtly, gripping his dick harder than before. “Or maybe you’d rather fuck an ass?” Again a change happened, Hank felt the hips wriggled down against his thighs as his cock changed from one hole to the other. “You will feel it all,” Flo said. You will be part of the flesh.

Hank groaned with orgasm as Flo’s body sunk into his. He felt her moving through him, consuming him from back to front. He looked down quick enough to see milky white tits emerging from his front. It seemed like he was falling and hundreds of others fell all around him. His vision became Flo’s vision, looking at all the quivering sex around them. Hank gave one final scream as his cock erupted into the flesh, pumping his seed into the writhing mass. When Flo stepped back, she waggled Hank’s dripping cock before it too disappeared inside of her body.

The sounds of orgasm faded as the music returned. Little by little, the flesh disappeared. Flo’s dress returned, and the cafe became a cafe again.

In the distance, headlights appeared on the road.

Report of Agent Liddy Scott
Regarding Case #83 -“Flesh Cafe”
January 1973

Our investigation began following the discovery of several abandoned cars beside a highway in western Missouri. The cars were registered to Jasper Manson, Hank Reynolds, and Lucille Montgomery, all of whom had been reported as missing in the weeks preceding tracking down the missing vehicles.

We were contacted due to the strange nature of how the vehicles were found. They sat in an otherwise unoccupied field, as though they had been parked intentionally in a row. Further, the grass and terrain near the vehicles had been depressed, as though a building once stood on it. Interviews with locals, including the land owner, attested that no such building had existed.

However, we managed to pull logs for truckers who would have passed by the site on the days in question. Several of these individuals did recall a place where they were tempted to stop. “Flo’s Cafe”. When questioned as to why they didn’t stop or why they remembered the location, the individuals all reported a feeling of great unease.

Looking into the name “Flo’s Cafe” returned a few results. Of primary interest was a case involving the late Irma Taylor, deceased January 1964. Mrs. Taylor was institutionalized after the disappearance of her husband, Roger, in the summer of 1945.

Mrs. Taylor was found on the side of a road in eastern Texas while the Taylor vehicle was abandoned six miles away. Mrs. Taylor had suffered some injury described as a “warping of the skin” as well as severe changes to her proportions. In a spectacular demonstration of atomic-fear, the doctor in charge of Mrs. Taylor’s treatment attribute her supposed burns and deformations to exposure to “latent atmospheric radiation.”

From the attending psychologist, REDACTED, we learned that though Mrs. Taylor did suffer extreme psychological distress, she gave an account of the disappearance of her husband — an account written off as the rantings of a grieving woman. In Mrs. Taylor’s account, she and her husband stopped for a meal at a local diner, Flo’s. The following is an excerpt from her written statement given without substantive change in yearly interviews until her death:

“Once inside, Roger became obsessed with the waitress. A tall woman in a slutty costume that looked like a waitress uniform. No one else was inside — no cook, no other customers, no one sweeping or cleaning — only Flo. Things changed. You don’t believe me, but they did. Things I can’t repeat, but I can see them. It was alive. The whole place was one big creature. Roger went insane. Pulled out his…his penis and had relations with that waitress right in front of me. Sounds crazy, but I watched. Watched like was in a dream. A nightmare. Roger sort of melted into her. — Once he was gone, she came at me next. Wearing my husband’s dick like a trophy, but others two. I can still see them, writhing out of her crotch like a knot of snakes. But it wasn’t just her. The whole place was alive, one big flesh.”

Mrs. Taylor’s account varies in the graphics of its descriptions over the years, but the basic events remain consistent. If we accept her account as true and not highly coincidental, we can assume this entity of flesh is somewhat sentient and capable of movement. We can also safely assume that the missing owners of the abandoned vehicles have been consumed.

Our team recommends further study and research. We’d like funding to pursue additional interviews and perhaps an active search for the entity.

After some consideration, we are sending a memorandum to all active agents to be aware of Case #83 as they travel.