Katie groaned, feeling her mind swimming as the tendril-clad tongues stroked over her sex, causing her breath to come in quick little pants, leaving her in a haze. The tugs at her nipples left arcs of electricity through her flesh, shuddering softly at the sensation, the same for the mouth wrapped around her free nipple, shivering eagerly.

"Are you flammable, by any chance?" she glared as best she could, feeling that the venom was quite effectively drained by anything she said by her obedience. She rolled over onto her belly, feeling the sheets against her nude flesh as she picked herself up onto her hands and knees, "Because I'm sure I can whip up a molotov cocktail with your name on it."

Lilac chuckled in a highly amused manner as Katie uttered her words, but at the same did did as she was told. Her yellow eyes traveled lazily over her her highly vulnerable position before she reached forward and grabbed a hold of her hips, fingers elongating to form a net of sorts across her lower back and belly, firmly holding her in place. She responded in a light, almost cheerful tone "I'm not a huge fan of fire, but no I am not flammable. But if you ever threw a Molotov cocktail at me I'd be far meaner than I am right now." This coming from the being that had sneaked into her room and was now making her enjoy being raped, well physically at least.

Lilac's smooth pelvis region rippled, a bulge appearing in that area and slowly grew larger and thicker and far harder than her usually pliable form. It was also a bit lighter shade of blue than the rest of her body, but it wasn't opaque. When finished it bore a distinct resemblance to a large human male's penis, though Katie would have a bit of difficulty seeing it given her position. In fact she might even be slightly confused as to why Lilac had been relatively still for the past few seconds. But as her hips thrust slowly forward and the phallus pressed against and slowly into her sex, such confusion would likely cease.

"Well, a girl's got to try, right...?" she asked, stammering a little. It was obvious she was trying to mask the fear in her voice but it shone through in the hesitation in her words. Likewise, the arousal she was most desperately trying to hide came through in her tone, the slight husk to each breath, coming ragged with the arousal that plagued her body.

"Why did you ask for this? Just like seeing me on my knees?" she asked, looking back over her shoulder before she felt that thick length plunging into her sex, moaning helplessly, held in place by the web of fingers across her body, "AaaAh...! Nnnnngh!" she dropped her head, hair falling across her face in curtains as she let out a little moan, feeling that thick, formed shaft spreading her ready lips.

Lilac's smirk widened at Katie's question and her response to Lilac's 'answer' to it. This was why she partook of the females in this school rather than simply getting the compounds via a more simple ways. This was just too much fun! Her hips pressed relentlessly forward, her eyes watching as the phallus shaped extension vanished into Katie's sex. Her legs slipped to the inside of Katie's, forcing them a bit further apart to give her a better angle to work with and it did not take long to bury it completely within her. She paused at this milestone and answered her question verbally "Oh yes I do. And it make's doing this much simpler"

Lilac slowly withdrew from Katie's sex till just the very tip of the phallus remained within her before quickly thrusting back into her, setting a moderate pace of long, deep thrusts. Smallish tendrils began to creep out of her legs, climbing up Katie's body, the first one reaching her clit and wrapping around it, the others working over her stomach and onwards, their final destination rather obvious.

Katie bowed her head at Lilac's illuminating "reply." She panted, feeling her breath robbed from her lungs with each thrust, her chest rising and falling as the thick phallus pumped in and out of her tender tunnel. She moaned softly, feeling her thighs spread, hating herself from the pleasure she derived at the act, dripping down her inner thighs.

She arched her back, unable to even formulate a biting or witty retort as the thick tendrils encircled her clit, teasing her body to further states of arousal, complying in the slightest with the attacker behind her as she began to rock her body back and forth, whimpering pathetically as the thick shaft plowed her tender sex.

The remaining tendrils continued to crawl up her belly to her breasts, two wrapping around both soft orbs and the last two remaining around her nipples. They, along with the one still on her clit, began to pull, squeeze and tweak the sensitive areas, the ones wrapped around her breasts being less gentle than the ones on her more sensitive nipples and clit.

As she felt Katie begin to rock back against her she grinned and asked with a small chuckle "Enjoying yourself?" increasing the speed of her deep thrusts. She felt Katie's juices begin to slide past her 'penis' and down her inner thighs and began to siphon some of them, her extension rippling within her gripping sex, each pass taking a small amount of her juices and likely feeling fairly good as well.

Katie let out a soft, whimpering moan as the thick rod plunged deeper into her tender sex, feeling the soft, teasing suckling as her juices were drained. Her face flushed dark red, dropping to her elbows as the tendrils wormed their way up her body, teasing her aching breasts, playing with the nipples and causing her to pant in embarrassed arousal.

"Sh-shut up..." she managed licking her lips as she let out a little moan. She twisted her hips, trying to crawl away but simply being dragged back, feeling her sex play traitor as it gripped the woman's thick shaft within it, her body on fire with the sensations.

Lilac felt Katie try and wiggle away after her weak protest, but held onto her, slamming her phallus deep into her sex and holding her in place a she chastised her "No no no, no leaving till I get all I need out of you" It seemed that Lilac would not listen to her demands. She ground the penis within her tight sex, the length rippling so often it would likely feel to Katie as if it was vibrating.

A tendril, thinner than the penis within her sex, but thicker than the ones manipulating her clit, nipples and breasts, emerged from her belly and crept along till it reached Katie's backside. She pondered aloud "Hrm, I wonder if you're the type of girl that enjoys this" the tentacle answering Katie's unspoken question as to what the phrase meant as it pressed up against her tight rear entrance, trying to press its way in. This tendril was almost slimy in texture, Lilac not wishing to cause Katie undo discomfort.

Katie shook her head as the girl's thick, strange gelcock began to seemingly vibrate within her, sweat rolling down her pale skin as each thrust brought a soft, squeaking gasp from her lips, shivering as she arched her spine in ashamed pleasure.

"F-from wh-what...?" she managed to stammer, looking back, body robbed of all defiance by this strange woman-creature that now controlled her.

She squealed loudly as the slimy tendril slid into her backdoor, the flood of arousal from her sex wetting her thighs answering Lilac's question well enough. She buried her face in her pillow in shame as she saw the soft, gray light of morning beginning to dawn in her window.

Lilac's finger net around Katie's hips unraveled back into two human looking hands, since it seemed to her that Katie wasn't going to be fighting against her. She leaned forward, pressing her body against the slick pale skin of Katie's back and wrapped her arms around her almost as if hugging her. Her hands fell onto Katie's breasts and with surprising strength she lifting the girl up into a vertical position, not allowing her to bury her head in her pillow.

She took full advantage Katie's new position allowed her, once more beginning to thrust in and out of her dripping sex, body absorbing more and more of the sweet nutrients it provided. She ran the rippling head of the length against Katie's upper walls with each thrust, purposely trying to run it against her g-spot. The tendril in her ass began to thrust in as well, alternating with the penis in her pussy so as it was thrusting in the other was pulling out and vice versa.

Her hands rolled her breasts playfully as the tendrils continued to squeeze them and pull on her nipples. The one on her clit gave a few slightly harder pulls as well and Lilac grinned inwardly, leaning in to whisper against her ear "Now what were you asking me just a few seconds ago. I have to admit I'm a little distracted. Wasn't paying much attention."

Katie let out a soft squeak as the hands wrapped around her chest, finding her tender breasts and groping them in a tease. She felt her body lifted, the phallus plunging into her tight sex at a now vertical angle, her body grinding up and down along the thick length with each bouncing thrust. Soft pants left her lips, eyes closed as the woman's rod stretched her young pink, teasing her g-spot with its girth, causing her to squeal, sweat rolling down her body with each thrust.

"Ah! Ai! I... wh-what...?" she asked, her voice a soft whimper as she leaned back into that comfortingly cool gelatinous form, her flesh sticking to the smooth outer coating of her attacker's body, moaning softly.

Lilac leaned towards her ear, capturing one of her lobes in her mouth and suckled on it as the thrusting into both Katie's ass and pussy continued. The tempo was even getting faster and faster as Katie seemed to be letting out louder and louder noises of passion, her squeals and moans filling the sound proof room. She interrupted her thrusting with harsh grinds into her depths, being sure to stimulate both her g-spot with her rippling length and clit with that smaller tendril simultaneously.

The other tendrils withdrew from her breasts, leaving just her hands to manipulate those soft orbs, pinching her nipples and kneading her breasts lightly. She stopped suckling on her ear for a moment and said in a playful and somehow at the same time lustful tone "You certainly seem to be having a hard time forming words. And here I didn't even need to use anything to stir you up. You almost sound like you're close to cumming." She slammed into her roughly at the word 'cumming' setting a rapid pace, nearly having absorbed all of the nutrients she needed from her but quite content to continue toying with this oh so fun woman.

Katie let out a soft whimper as her body tensed, arching back against the woman as the thick shaft ground up against the tender flesh of her g-spot one time too many. She shuddered, her tight sex clenching down on the girl's thick gelcock her puckered backside likewise holding the slippery tendril tight within it as she squealed.

Her muscles spasmed with pleasant electricity as she gasped for breath, feeling that strange smooth tongue trailing over her ear as she nearly melted into the girl behind her, panting as the thrusts continued, working her through the shuddering pleasure of her orgasm.

"Ah... ai... ah... y-yess..." she panted, dropping her head, ashamed, defeated, and caught in the throes of ecstasy.

Lilac felt Katie tense up and squeal grinning as she was rewarded for her efforts with enough of the woman's juices to finally replace all she had lost in her earlier giving to the scientists of this place. But she was having so much fun with this one, it seemed a waste to leave now. She slowly withdrew her tendrils from her body and ass, also retracting the penis back into her body, leaving Katie finally free of all stimuli.

Her hands shifted under her arms and she lifted the pleasure stunned girl off of the bed and walked her over to the window, pressing her back against it and grinned at her. It was unlikely that anyone was awake still, but if someone did look up to her second story window it would be quite easy to spot Katie and far harder to get a view of Lilac. To a casual observer it would seem as if it was simply another student having a bit of fun with her. She wondered if the punk-like girl had a since of shame to play off of.

"It seems so unfair that I get you all to myself. I want to share this lovely view with anyone lucky enough to be watching"

Katie whimpered and fell into a sweaty heap as the tendrils left her aching and empty. She squeezed her legs shut, feeling drained, trying to curl herself into the fetal position as the attacker left her. She hoped her ordeal would be over, hoped that maybe the being would leave her to rest and nurse her wounds.

It was not to be, however. She felt the hands on her body, picking her up on her feet. The cold glass of the window pressed into her back. She shivered, looking up to the woman, "Wh-what are you doing?" her cheeks blushed dark red, "You got what you wanted, what are you doing to me?"