The feeler-maw wrapped around Helia's breast squeezes and suckles, compressing its mass about the pale mound as it shrinks in size until it is no more than a pair of plump sumptuous lips wrapped around the tip of her nipple. It releases her then and drags a long, rough tongue against the reddened peak, before drawing away and tracing a long series of butterfly kisses across her chest and the valley of her cleavage. There, though, it does not touch, but draws the slime away to expose her neglected breast, and blows a thin stream of cool air across the milky curve. The breeze-whisper dances across the underside before flirting with the aureola, perking it from the cold.

The twin feelers in her sodden, wide-spread sex, by comparison, do not tease nearly as much. The second prods at her cervix for a few seconds more, but then both tendrils wind together into a spiraling, thick phallus that her cunt closes on greedily. Marlin carefully draws it out at a grinding rate, every ridge and fold slipping deliciously past her grasping lips and pushing her tangled and sodden panties down about her knees. When the flared head finally slips past her mons, it pauses to nuzzle against the engorged lips, fucking her with just that fat tip, an inch deep and no more.

Helia shuddered as the newly formed lips that tendril mass formed into suckled at her swollen nipple. It was red from stimulation and then she let out aroused moans as the soft lips left trails of kisses down the heavy globe and into the dip between her breasts. Slime pulled away from her other tit, exposing it. A small gust of cool air brushed against the creamy mound, making the nub atop it grow erect.

The tentacles inside Helia's spread out pussy wound together to form a cock. The sensation of releif once she was able to clamp herself around the member was indescribable. She made a little whine when it drew out of her. She ground her puffy lips against the phallus, crying out pleasure when it penetrated her again. The phallus only thrust into the first inch of her, stretching her tight opening with the flared head.

"P-please! I can't take it anymore," she groaned, "Just do it already!"

YOUR SUPPLICATION IS PLEASING. The slime rumbles, the thunder of its voice reverberating in the gloomy underground laboratory. REAP YOUR REWARD.

The hard shaft buried in Helia's pussy begins to slide up, every marble-like ridge and vein sliding past her grasping lips until the entire length is sheathed within her, stretching her wide with its girth. It stirs in her depths for a moment, as if adjusting to the wet, hot grip; and then draws back out, to slip back in with a firm thrust that bounces her body within the slime. The slime-cock continues at that steady pace, fucking her with pounding, deliberate strokes that rock Helia remorselessly.

The slime closes back about her naked nipple, forming back into the soft pair of lips that close about the perky teat; but rather than suck, they begin to almost worship at it, rubbing the hardened peak with their lush curves, nibbling and fondling without pause or end. Her other breast begins to suffer a similar sensation, as phantom lips leave tiny reddened love bites up its pale slope before laving the chocolate tip with a wet tongue.

Inch by inch, the invasive member slowly shoved into Hel's quivering cunt. Her moans grew louder as the wide shaft shifted slightly, finding a proper position in the velvety folds. It draws out before quickly slamming back inside her, making her entire body bounce on the length. The slime relentlessly fucked the student, drawing out more pleasures cries from the girl.

A second pair of lips forms from the goo enveloping her other breast. The lips seemed to idolize her mounds, nipping, rubbing and leaving small, red hickey marks on the heated flesh. Hel was practically panting at this point, and her luscious globes bounced erratically from the goo-cock's powerful thrusts. The twin set of lips finally lapped at her painfully erect nipples, relieveing her slightly.

The twin, phantom lips on Helia's nipples pause for a final, long suckle and drag of rough tongue, before they begin to change again, sliding back into the protean ooze inexorably. The mouths remain affixed upon her teats as they do so, pulling the hardened peaks down, edging close to pain; the slime cuffs that bind the girl's hands to the ceiling hold her in place, forcing Helia almost horizontal in the goo as the maws shrink into glimmering threads that vacuum-seal to her nipples. These strands alternate long, torturous pulls on each erect tit.

Marlin, meanwhile, continues to mercilessly fuck the schoolgirl with the massive member, driving into her soaked cunt like the rhythm of a clock. At the end of each stroke, though, he begins to add a little swirl, a grinding spiral that the cock etches into Helia's sex with every thrust. Her pale skin ripples with each impact, and two psuedopods adhere to the schoolgirl's cheeks to aid the penetration, spreading them and her pussy wide for his pleasure.

The plush lips around each of Helia's teats begin to dissipate into the mass of goo after one lastbout of suckling, leaving behind the two mouths that pull on the erect nubs. The girl strains as the gel cuffs around her wrists pull her opposite the direction of the downward yanking maws. She moans loudly while an overwhelming mixture of arousal and aching pain washes over her body.

With each of the rhythmic thrusts, the invasive member begins making a twisting motion. The motion makes the goo-cock drive inside her depths, making the walls screw around it. The jiggly flesh of her ass bounces with each movement is then grabbed by a twin set hand-like pods that hold the cheeks apart, exposing her most private areas to the oozing blob that enveloped her.

Helia's face burned with embarrassment, "What are you doing?!"

The monster responds with action rather than word; the slime-shaft that penetrates her cunt with each stroke begins to swell at its base, forming a pair of hardened nubs that arch upward. Each twisting thrust grinds those stubby, rounded ends against Helia's sex, the curve perfect to place each tip against her anal pucker and her engorged clitoris. With the psuedopods holding her hips in place, the student can't twist away from the nubs, and indeed, the false hands draw her down against each stroke, increasing the friction.

A tendril of slime creeps up the lush student's body and about her neck, then shapes the tip into a perfect pair of kissable, pouty lips that capture her own, silencing any objections.

Helia groaned as her lower lips were pushed further apart by the swollen member inside her. The two stubs that grew from the engorged base on the goo-cock prodded at her clit and her asshole; the sensation was incredible to her. The blobs of gel resting on her sides held her down, forcing the bumps against the sensitive areas.

A tiny blob of slime crawls over her skin, making its way to the student's lips and shapes into another set of lips. They press against hers, and Helia couldn't help but feel a little aroused by the strangely feminine lips.

There is a flutter of gel, and then slowly the nub that nuzzles at Helia's anus begins to extend as the pace of the slime changes; with each smoothly rolling thrust that presses up between her legs, the nub lengthens and slides deep within her pucker, slithering warmly into her depths, only to retreat as the flared head of the goo-cock slides back from between her nether lips. The motion forces her hips to undulate against the carnal plundering as each intruder fucks her remorselessly.

A hand reaches from behind Helia to cup one of her hefty breasts, moulding it slowly as the slime-mouth upon hers moves to the student's ear, whispering softly in it. Is this a little more your pace? it asks, lacking the booming basso the monster had formerly possessed, now instead an amused tenor. Are you enjoying yourself more now?

Finished speaking for the moment, the lips softly surround Helia's earlobe and suckle on it, before sliding up to dip a cool tongue into the shell of her ear.

Helia shuddered as the little protrusion rocked in and out of her, mimicking its larger counterpart with each thrust. The ooze teased her again, pulling the away the length as soon as she was growing familiar with the plunging. The lengths then slip back inside, making the girl mewl in delight as they mercilessly fuck both holes.

Greedy hands grope at her breasts, squeezing and blindly feeling up the heated flesh. The hands' touch made the student squirm and she let out a small, squeaky sound.

The lips spoke to her, then licked at her ear. She could only manage make a small nod in response, when she tried to open her mouth, moans spilled out instead. Managing to put together a semi-coherent phrase, Helia writhed in pleasure and groaned, "I-I'm gonna come!"

The ooze shudders about Helia, without and within, then compresses, forcing the squirming schoolgirl down upon the heated, gelid lengths that throb within her depths, scraping her internal folds against the soft imperfections of the faux-cocks. Really. the female's voice in her ear mumurs, sounding delighted. Let me see - I always enjoy this part.

Another slim hand slides around Helia's side and along her flank, cool and delicate, then drifts down to the lips of her sex, spreading the tight lips with two fingers and pulling them back slightly to reveal the hard, fleshy pebble that sits at the peak there. Holding it exposed, those fingers nudge it once against the thick nub that's been teasing it once, gently pinched in between two fingers, and then rapidly begin to rub, soft digits sliding over and against the sensitive tissue relentlessly. At the same time, the shafts buried within the girl's body jerk to life; the one in her ass dives as deep as it can, nuzzling into her depths, as the hard length in her pussy begins to hammer away with short, sharp thrusts, bouncing Helia's body up against the fingers that tease her clitoris.

The slime-beast laughs in her ear, but there is a dissonance, a deep rumble beneath the clarion lilt of the laughter like the rumble of a distant cavern in an earthquake.

Both of Helia's holes stretched to accomodate the intruding members. They grasped at the twin lengths between thrusts, lubricated by the girl's own juices. The whisper in her ear, echoes through her person despite it not being the usual boom of the creature. The subtle words haunt her more as the goo-monster indulges in its "favorite part".

Thin digits reach at her labia, searching for the schoolgirl's clit. She writhes into the fingers' cool touch when they push the fleshy nub further against the tiny phallic extension poking at it. Heightened by the constant teasing of her button, and powerful thrusts from the gel-cocks that quaked her entire body, Helia climax was earned quickly.

The quivering walls of her cunt squeezed tight as her orgasm carried out. The girl let back noises of pleasure, gyrating her hips against the lengths inside her to enlongate the pleasurable feeling. Her pussy twitched as her juices washed over the member buried in her. Helia's body finally relaxed as she approached the end of her climax.

"Was that what you wanted?"