Spaceship environment. The Behemoth's give birth to new pods of Breathlings who in turn grow and live to maintain the Behemoths. Each are dependant on the other.
You can just make out some of the pods being expelled from the tails of the Behemoths, which hold the pods until they are ready to release them into the birthing pool centred around the main facility.
I was aiming for an organic look for the living spaceships, which house whole populations - some living in the tails.
Took around 2 days and all in CS2. Comments very welcome.