Sam wasn't the only one with risky business in mind. 263's tentacles had spent the last half hour slowly creeping through the locker room, winding through the ducts and vents and drains of the whole facility. Routine had taught it that girls tended to show up in this area around this time of day. Usually, they convened in large groups, hanging around for several hours before dispersing. Often, 263 was forced to watch as its would-be victims walked away, in groups too large for it to assault and not incur the wrath of the administration. It had to be patient, and hope that one or two girls would be late to change or use the showers, after the others had left. Such opportunities were frequent enough to be worth returning, and 263 had raped several lovely girls here - some more than once.

But 263 had greater ambitions than that. It longed to be able to take any girl, or girls, it wanted, whenever it wanted them. It resented the administration and its rules for holding it back. These girls would be such easy prey, were it not for them. But, the school was powerful, and 263 dared not cross them, or face total destruction. And so it waited, forced to watch as the girls below walked around, half-naked, untouched when, by rights, they should be squirming and screaming in its clutches. It especially eyed the orange-haired girl, totally naked, as she danced and played with her friends. How it longed to grab her and fuck her senseless. It would simply have to hope that it could get the chance.

That's what the creature was thinking when the girl suddenly began to fuck herself. 263 watched intently as the girl's fingers disappeared inside her pussy, sliding in and out. Her enormous tits hung from her swimsuit as she groped and sucked on them, squealing with pleasure as she slid her fingers in and out of her snatch. Few girls were ever so bold as to do such things in such an exposed area. Unfortunately for her, her bravery inspired 263. If she could get away with such brazenly open perversity, perhaps it could, too.

Also unfortunately for her, 263 had recently discovered a new trick to the building's layout. Even with its newfound confidence, 263 dared not spring its tentacles from the ceiling and take her right there on the floor or in the showers. That was too exposed. But there was another option. A gap ran underneath the floor, and 263's tentacles were already snaking through it. Finally, they came to a stop, right beneath the locker in front of her. Then, they began to tunnel upwards. The hard foundation and stone floor of the building, and the metal base of the lockers, made digging impossible. But, 263 was nothing if not adaptable. The tentacles began to secrete a powerful acid, burning a hole straight up.

Finally, it reached the base of the lockers, and began to eat away at the bottom. After a moment, the hole would widen, and some of Sam's things would disappear into it with a clatter.

As the girl below continued her masturbation, 263 watched. But it didn't just watch her curvaceous body as she pleasured it to climax. It could see into her mind, into the fantasies she wove for herself. There were two other girls in her mind - both sexy and fuckable. 263 could see how she could get off to their bodies. It would have to save their images for later. For the moment, though, its prey was distracted and exposed before it.

As the locker settled, one of 263's tentacles slid up from the hole it had made, rising into the darkness. It could hear Sam's cries on the other side as she came. Patiently, it waited as she began to recover. As she stood, it pushed forward. Slowly, the locker door creaked open. Inside, the locker seemed empty. The only thing out of place was a deep, wide hole in the metal base that had somehow appeared.

Suddenly, thick tentacles erupted through the hole. They were long, and pale brown in color, ending in round, bulbous tips. They flourished out of the opening, hanging in the air before Sam for a moment, bearing down on her. Suddenly, a gravely voice echoed around her, seeming to come from everywhere and nowhere.

"You. Are. A. Horny. Slut," it said, its monotone voice tinged with a hint of glee. As it spoke, one of the tentacles shot forward and wrapped around Sam's waist. Immediately, she'd be able to feel the strong muscle underneath its rough skin. There was no pulling away or resisting these tendrils.

"If. You. Want. To. Cum. I. Will. Be. Happy. To. Help." Suddenly, the tentacle was yanking her forward towards the locker, as more shot forward and wrapped around her wrists and ankles. With the girl fully bound, it dragged her into the locker, and the door slammed shut behind her.

263 hadn't counted on the closeness of the locker making sound echo the way it did. Raktar had evolved a keen sense of hearing, which they usually used to navigate. And though 263 had developed more sophisticated senses, its hearing was still keen enough that even quiet noises were prominent inside the locker. Its own noises, it could handle. But the girl's struggles, and her words, were like spears of sound, cutting into its nerves. It tried to endure, enjoying the sound of her voice even if not the volume. But the moment she coughed, flooding its senses with an obtuse blast of sound, it decided against allowing her to do that again.

The moment she began to grow calm, the first tentacle struck, plunging straight into her mouth. Her lips were soft, and her tongue was warm and wet - perfectly inviting for the tentacle. The thick appendage stretched her lips into a circle, and blocked her mouth completely, keeping her from offending its hearing anymore. Slowly, it began to squirm inside her mouth, though it didn't push deeper yet. It had plenty of time to fuck her face. But first...

"You. Don't. Want. To. Be. Released," the voice said again. Its tone was hard to deduce, but it sounded fairly confident in its words. Suddenly, tentacles slithered up the girl's chest, and began to coil around her massive breasts. They began to squeeze as they slid further and further around her mountainous breasts, pressing their firm shafts into her soft flesh. Between her legs, another tentacle slid against her crotch. Its mass pushed against her suit, pressing it into her wet pussy lips, as it hot-dogged itself in her cameltoe.

"You. Want. To. Be. Fucked." Whatever this monster was, it was clearly willing to oblige as its tentacles began to molest her body.

The struggles of girls in its grip usually excited 263. But it had chosen a strange arena this time. Space was tight, and every grunt she uttered and impact she made against the hard metal sent echoes ringing through the tight confines. Its complex nervous system was already trying to compensate, dampening its hearing as much as it could, but that didn't diminish its annoyance with the girl's fighting. It seemed that any freedom of her limbs would make this experience less pleasant for 263, and so it quickly resolved to solve this problem. Thick, muscular tendrils wrapped around her arms and legs, quickly restricting her movements to pitiful flexes of her muscles, and then stippling even that. The tentacles' skin was thick and rough, but its coursing muscles were pronounced even through the covering. They easily overpowered the struggling girl, and the next thing she knew, she was being pushed up against the far wall of the locker, as far from the door as she could be held.

The sudden movement did have the nice effect of squishing Sam's massive breasts up against the wall, with its tentacles still wound around them. 263 could feel her titflesh press against its bindings, squeezing and mushing through its coils. The tendrils squeezed back. Though the wall kept her nipples depressed and hidden, the rest of her lovely lumps was fair game, and the tentacles pressed themselves into her condensed flesh.

The creature also seemed to enjoy having found purchase in her mouth. Even in defensive mode, Sam's tongue proved quite pleasant, and the bulbous head of the tentacle was soon wrestling with it, trying to find the surface of it to rub itself over. Her lips proved soft, inviting pillows for its shaft. The seal her mouth made was tight, and divine to slide into. Soon, it was gently thrusting in her mouth. The tentacle tasted bland and sour, like dirt run through a coffee filter. But Sam had little say over whether or not to keep the tentacle there in her mouth.

"Such. Repressed. Desire..." the creature taunted her. It seemed to find great delight in her distress about what was happening. "Shall. I. Keep. You. And. Fuck. You. As. I. Wish?"

As if to illustrate that it wasn't joking, a tentacle suddenly slipped through the crotch of Sam's bathing suit. There was a sharp tug, and the fabric disappeared from her skin, accompanied by a loud tearing sound. When next the tentacle touched her crotch, it was directly against the sensitive skin of her labia.