Aisaka's grin would of gotten larger, if her face would of allowed it. The hand that had been fondling Isthar's breasts would reach down, and unfasten the skirt. The piece of clothing fading from existence, leaving only the phantoms hardened phallus. The student would feel small invisible threads wrap around her wrist, seemingly pining them down to the floor. The phantom would slowly pull out the dildo in the students wet folds. Once the item had been completely removed it was tossed to the side, as it no longer had a purpose. Aisaka would force Ishtar's legs open, as she slowly began to sink her erect pole into the woman's lubricated hole. Her face would be a few inches away from Ishtar's when it was all the way in. "My it went right in. Ishtar-chan is a dirty girl." It wasn't long before the phantom was thrusting in and out of the young students sex. She had been waiting for this for what seemed like an eternity, and she was going to enjoy every last second of it.

Ishtar could only watch as the phantom removed her skirt, the skirt itself instantly faded leaving Aisaka's lower half to exposed including her large erect member. The blue haired girl wanted wasn't sure what to do next but before she try anything, she felt something wraparound her wrists. The young woman struggled to move her arms, but the threads were simply too strong for her to be able to get them free. Even as she attempted to so she noticed that the phantom had moved over her once more. With hughest grin on her face, Aisaka pulled the dildo out and tossed it away. The young woman gasped as she could feel the dildo being pulled out only to have her legs forced further apart.

Ishtar didn't have much time to react before she let out a loud moan as she felt Aisaka's member fill her flower. Ishtar let out gasps and moans as her head and breasts bounced in rhythm with the phantom's thrusts. The young woman could only look up as she gasp and moan at the grinning woman just inches from her face.

Why wouldn't Aisaka be happy? It had probably been an eternity since she had felt anything in this form. Her hips continued to buck back and forth, sending her hard member thrusting in and out of Ishtar's flower. "My Ishtar-chan insides are hugging my hard thing rather tightly. It feels like your trying to suck me in deeper." One of the phantoms hand would reach and squeeze one of Ishtar's mounds. Her hand soon began to message the swollen and soft orb. Her other hand braced against the ground giving her some form of stability. "Ishtar-chan’s breasts are really nice. I'm really happy to get to fell there softness again." It was hard for the phantom to resist as her lips connected with the young students in a rather passionate kiss. There was little sign of the phantom slowing down, or that she was even going to stop.

Ishtar continued to gasp and moan as she felt the phantom's member thrust deeper and hard inside of her as she felt flower clamp down on the phallus inside her. Ishtar couldn't believe she was to happening to her, to be in this situation with a phantom. But then a loud moan escaped her lips as she felt Aisaka begin to squeeze one of her swollen mounds. The phantom told the blue haired girl how good it felt and how much she was enjoying it. She then leaned in for and kissed the young woman, Ishtar eyes went wide with the surprise as she could feel the phantom's tongue inside her mouth attempting to play with hers. Still Ishtar could feel the pleasure coming her in each thrust the phantom made inside her.

The reactions from the young students body was enough to tell Aisaka what was going on with the young woman. Mischievous thoughts began to cross the phantoms mind now that she had the student in her clutches. For her the deviation from her original plan was more than worth it. Seeing as how Ishtar was feeling it, Aisaka let her hardened rod plunge deeper into the students flower, as she increased her own tempo. Her hand still molded the student's breast, as the phantoms fingers pulled and twisted on the hardened peak. Aisaka would release Ishtar from her sudden kiss, deciding to let the student breath a little bit.

Ishtar continued to let out muffled moans as she felt the phantom begin to thrust deeper inside her. Her hands though tied down to she wanted to reach out and desperately hold on to anything as she was could feel the phantom member completely filling her as Aisaka continued to thrust harder and faster inside her. She could feel her breast being modeled carefully, as Aisaka broke the kiss and her face hovered just inches above the trapped blue haired student. The young woman suddenly let out a cry of passion as she felt her nipple was twisted and tugged. Slowly but surely the young woman could feel the pleasure building inside her.

Ishtar would feel the threads that were holding her hands down begin to fade away. Aisaka doubted the young student could get away, especially since her member was deep inside the woman. It had been a while since she had felt anything in this form. The sensation of being inside Ishtar's flower was an incredible feeling for her. Her hardened rod was trembling rather drastically now, as it continued to plunge into the students body. "I can't hold it. I'm going to cum." With a final thrust into the young student would feel the member begin to fire warm seed into her flower. That was all Ishtar would feel, as Aisaka wasn't fully materialized neither was her seed. The young student would feel the sensation of it being poured into her, but there wouldn't be that familiar feeling of it being there afterwards. Aisaka wasn't done though as her rod was still very hard and erect, as it started up again plunging in and out of the student’s body.

Ishtar gasped and moaned as she she could feel the phantom thrusting in and out of her faster and faster. The pleasure was going getting too intense as she feel Aisaka's member pulse inside her as she was tell the phantom was close. Suddenly the young woman could feel the hot release of the spirit as Aisaka was overwhelmed by her orgasm. The blue haired girl at moment was sent over the edge of ecstasy as she let out a loud cry of passion. The young woman was still in the middle of her throes of her orgasm, when she felt the phantom begin to thrust into her again. Ahh, ahhh y-your not done?

"Of course I'm not done. I know, you must be getting board with this position." Aisaka would pull out of the blue hair students body, only to pick her up and bend her over the vaulting horse. It wasn't long before Aisaka's hard member was back inside Ishtar's flow pumping in and out of the young student. The phantom's hands reached out and began to grope Ishtar's breast once again, as her tongue licked along the students neck. "Don't worry. I'm not going to be finished with you for a while." The phantom reassured her current plaything as she continued to pump in and out of Ishtar.

Ishtar let out a soft moan as she felt Aisaka pull out of her. For a second the blue haired girl wasn't sure what the phantom was up to until she reached down and pulled her up. Before she could even do anything, the young woman suddenly found herself bent over the vaulting horse. The poor student attempted to push herself up off the vault but the spirit was quickly upon her. Ishtar's head shot upward as she felt Aisaka's member push deep inside her again. Her swollen breasts were suddenly squeezed by the spirits hands as she felt a tongue begin to lick across her neck. Ah...ohhhh....not for a while? She wasn't sure she was ready for that.

The young student seemed surprised at the claim that Aisaka wouldn't be done for a while. "That's right Ishtar-chan. It's been a long time since I've last done it this way." The phallus inside Ishtar's channel would keep pumping in and out, but unknown to the both of them something else was going on. The room’s temperature had slowly begun to become much cooler all most as, if the air conditioner had been turned up inside the building. The air was beginning to fill with a sexual charge that would cause the young student to feel more aroused over time. Aisaka's shell had chipped away in a place, as a black mist began to escape from with inside of it. Ishtar would suddenly feel Aisaka pull her member out of her channel, and then the young student would hear the sound of plastic hitting the floor. The plastic had shattered in pieces none of them lethal, but by this time Ishtar would be feeling rather aroused.

She would also find that a black mist was binding her wrist to the vaulting horse. Despite not being solid in appearance, it would feel solid if Ishtar tried to break free. Behind the student in Aisaka place was a black figure only constructed of this black mist. It had no legs and just floated there. It seemed to be wearing a hood over its head, but where the face was seemed like a pitch black void. One of its hands would lift up and shoot towards Ishtar. On its way its shape would change into that of a tentacle, as it plunged deep into the student’s channel. Despite just being a black mist it would feel rather solid to the young student, as it continued to grow in size and girth till it filled the young student’s sex. This mist like tendril would begin to pump in and out of the young student's sex. If anyone had to take a guess this mist like creature was Aisaka's sexual desires and lust given form, or rather what Aisaka looked like when she allowed such emotions to control her.

At first the blue haired girl didn't notice, but then slowly over time it was becoming clear that the room was somehow getting cooler. Still it did not put a damper on things, in fact it anything the student could feel her lust grow as if she was being turned on in the situation she found herself in. She continued to grasp and moan until as she felt the spirit thrust in and out of her. At least until she suddenly felt Aisaka pull out of her, her own flower attempting to grip the spirit as she left. The sexually frustrated woman didn't understand what was going on and was completely surprised by the sound of plastic falling to the floor and shattering to a million pieces.

The young woman turned to see what was going on, to get up of the vaulting horse. It was then she felt something restrain her wrists. The blue haired girl turned with a gasp and looked back at the her wrists only to find some sort of strange black mist wrapped around her. Ishtar struggled to get her hands free, but the mist was somehow solid keeping her pinned to the vault. W-What is going on? L-let me go? This is scary...AHHHHH Ishtar suddenly felt a tentacle push deep inside her body. It quickly filled her sex matching her body instantly. The blue haired girl could feel her body get pushed to the vault as it the tentacle began to push in and out of her sex eliciting moans and gasps from the poor girl.

The manifestation of Aisaka's lust didn't care about letting the young student go. It only cared about feeding off of the woman's growing lust. The single tendril would begin to sprout another, as it slowly made its way up Ishtar's body. The tendril would run over her clit, and once it was between her breast it split into three. Two of the split would wrap around each of her swollen melons, as they began to squeeze them the tendrils tips flicking at the woman's hardened peaks. The third split would curve around and look the young student in the face, before it darted straight into Ishtar's mouth. Despite having split the tendrils all had the same thickness to them, as the one in her pussy. The one in her mouth even felt like a phallus being moved back and forth, as if she was serving a hard phallus with her mouth. The tendrils worked with a certain rhythm to bring the young student pleasure, while increasing her lust.

Ishtar let out a gasp as she felt a tentacle spout and begin to move up her gyrating frame. The tendril forced a loud moan as it explored her clit for a long moment before it moved slowly up her body. She could feel the tendril suddenly break into three different tendrils at once as soon as they moved past her belly. The young woman gasped as she felt the tentacles wrap around her swollen orbs, slowly she could feel them squeeze her breasts. The tendrils soon began to flick over her nipples as she could feel her the pleasure in her breasts as occasionally her nipples were tugged by the tendrils. Still the blue haired girl was memorized by the tendril that was moving in front of her face, suddenly it plunged in to her mouth. Her head jerked back as she felt it begin to thrust back and forth in her mouth, slowly but surely she could feel the pleasure begin to build within in her once again.

The storage room lights would flicker, and with each flicker they grew dimmer. It wasn't until the lights went completely out that the room would be consumed by darkness. Any one who entered the room would only be engulfed by a cold darkness, unable to see what was in the room. It be hard to tell that the creature was hear, but Ishtar knew very well it was still around. The tendril in penetrating her flower thrusted harder, as the tips of the tendrils playing with her breast changed shape. They had changed into a flower shape, before attaching themselves to the young students breast and beginning to suck on them. With the lights completely out Ishtar would be left at the mercy of her other senses. It didn't look good, as the darkness seemed to amplify each thrust, and every squeeze of the tendrils.