The tentacles continued to squeeze, pull, and mold her breasts even while they were covered under her bra. But that two would change as the tentacles began to push up and underneath her bra. She could feel them playing with her soft mounds even as they teased her nipples. It was then that the bra finally had been up and off her mounds giving the tentacles unrestricted access to her orbs. It was then that tentacles became too much for her blouse. Ishtar could not see what was going on but she could hear the tearing of her blouse and almost feel it being ripped to shreds by the tentacles covering her.

She gasped more frequently as the tentacles begin to really grope her body leaving no part of unmolested. The blue haired beauty did not notice that that was another tentacle that postioned itself in front of her, at least not at much. It was until it got close and opened that she looked at it. It was some sort of monstrous eye on the end of the tentacle that was staring at her without blinking. As she looked at it she became dizzier and dizzier until she began to see something different. It was her own body being pinned by the tentacles. She could not see what going on underneath the tentacles but she could see her face and the tentacle that was thrusting powerfully into and out of her mouth. Ishtar felt out sharp muffled shot as she felt something press harder against her slit.

It was then that she heard a voice, well heard was probably not the correct word. She could hear it in her own head as if something had pushed its way in. And the voice was leaving little doubt on what was going to happen next. Ishtar could only attempt to shake her as she made sounds of muffled protest.

Ishtar's moans did nothing to deter the beast's intent, but it did seem to excite the tentacle in her mouth. It began to thrust more eagerly at the sound of her moans. As she was forced to endure this renewed thrusting, she could feel the tentacles behind her start to part. It felt as though her inner thighs and lower body were being exposed to the air, freed from the grip of the tentacles. Before she could question why too much, her vision began to blur again, and soon was replaced by a different perspective.

What she saw now was behind her, staring at her lower body. She could see her thighs and rear clearly, framed by a mass of fleshy tentacles. Her panties were gone, lost somewhere in the mass below, although she could still feel them around her knees. Bits of her skirt poked out from the swarming mass on top of her, but mostly it had been pushed aside. Worst of all, her pink slit was clearly visible between her legs, and it quickly became clear why this vision was so fixated on it. Several tentacles extended and began stroking her labia, gently caressing her outer lips and the skin around. They became firmer in their touch as they continued. After a few seconds of this petting, one of the tentacles extended farther, and positioned itself against her entrance. Without pausing or giving her a chance to react, it began to push forward into her slit, spreading her folds as it penetrated her.

The tentacle in her mouth seemed to be enjoying every noise the blue haired beauty made however muffled it was. The thrust seemed to become more powerful and more force full. She almost missed the feeling of cool air beginning to blow on her thighs and lower body. She could not comprehend what was going on, her mind already too occupied with the thick member thrusting deeply and often in her mouth. However soon Ishtar’s vision began to blur, making the young woman quite dizzy as the view began to change.

As her vision began to clear, she now could her lower body from behind. The blue haired woman through the strange psychic link with the monster, could see her own body. Surrounded literally by a mass of fleshy tentacles where her legs and her rear. Her panties were nowhere to be seen, only bits of her school skirt could be seen sticking out here and there from the swarming every moving mass. However in the center of Ishtar’s shared field view was her now highly vulnerable lower lips. Tentacles began to enter the pocket that her lower legs and rear was as they moved towards Ishtar’s sensitive nether regions. They began to move slowly begin to play with her lower lips, rubbing up and down very slowly and deliberately. Ishtar could only let out muffled gasps as she felt the stroke back forth, the strokes gaining strength with every swipe. It was then that one of the tentacle positioned itself against her entrance, pausing for a moment to let what to happen sink in. Just as Ishtar’s worse fears were realized she watched as the tentacle began to press forward. Her head jerked up as she let out a muffled long moan as she felt and saw the powerful tentacle spread her folds and push into her slit.

The tentacle wasted no time as it began to push forward into her pussy. Her walls were spread wide as it steadily buried itself in her soft, tender folds. Her tightness pressed down along the length of the tentacle, creating a pleasurable resistance as her walls gripped and rubbed its shaft. Its movement was undeterred, as its bulbous head pushed deeper and deeper. Finally, it bottomed out and came to a halt, pressing against her cervix.

263 paused for a moment, resting all the way inside the young woman. It wasn't often that it took a moment to enjoy the feeling of being completely inside a woman, but it rather liked the way Ishtar's mind felt with her pussy stuffed full like this. It was actually rather pleasant to hold her in suspense like this. Not that 263 was entirely stationary. Its attention had returned to her breasts, the coils around her squeezing and molesting her generous mounds beneath the sea of tentacles. Thick, fleshy coils were everywhere, enveloping every inch of her skin, pushing into her pliant chest whenever they got the chance. Gradually, she could feel thin fingers wrap around her nipples and begin to tug and twist at the sensitive pink nubs.

Finally, the tentacle inside Ishtar's sex began to move. It withdrew slowly at first, pulling back until its head was nearly back to her entrance. Then it pushed forward, more forcefully and quickly than before, filling her in a smooth stroke. It picked up into a steady rhythm of forcefully thrusting into her body.

Ishtar let out a long muffled moan as she felt tentacle push into her netherlips. The tentacle spread the walls of her tight vagina apart as it continued to move its slow and heavy descent into her tender folds. She could feel the tentacle rubbed against her tender walls as it pushed deeper and deeper. Soon the blue haired beauty could feel its bulbous head press against her cervix, near the very heart of her core.

For just a moment, everything stopped. Ishtar found herself in complete suspense, as she knew what was going to happen next. Her folds were completely stuffed by the thick tentacle, which she could see actually push between her legs due to the weird psychic link she had with the tentacles. The pause in the moment, did not last long as other tentacles began to move. Tentacles bean to coil around her breasts, slowly squeezing and molesting her orbs as others were on the move. Every it seemed more tentacles were wrapping around her body, exploring every inch of the blue haired student. Eventually small thing finger like provisions began to wrap around her nipples. She letout sharp muffled gasps as she felt her sensitive nubs being tugged and twisted.

It was then that the tentacle buried so deeply, began to withdrawal from her tunnel, her walls feeling every inch of the tentacle as it retreated. Then just as it was about to leave, it pushed forward suddenly and forcefully, forcing a muffled moan from the student once more. Slowly it began to build up a rhythm of strokes as it forced more and faster moans from the captured blue haired girl.

The blue-haired girl's pussy was tight and wet against the tentacle's shaft. It thrust into her bound body again and again, spreading her silky tunnel with its mass. It could feel her body struggle and writhe, but she was helpless to move against the weight and strength of the tentacles around her. The tentacles around her chest continued to molest her luscious tits, tugging at her nipples. Thicker coils spiraled around her breasts, starting to squeeze and grope her soft mounds. More tentacles wrapped around her lower body, starting to massage her thighs and mound, even as the tentacle fucking her started to move faster and rougher inside.

Strangely, as it took the girl's body, it didn't feel any memories triggering in her mind. Lately, it had been common for 263 to see the memories of girls' previous attacks as it raped them, as the images flooded into its mind. Often, it sent these memories back as visions, which frequently had the delightful effect of heightening both their terror and arousal as it fucked them. No such memories seemed to be coming from this girl, however. Perhaps this was her first attack. 263 would make it a memorable one, in that case. The tentacle inside her sex began to move harder inside her, pushing into her defiantly tight folds with unrelenting force. The girl's pussy milked its shaft fiercely as it thrust in and out, and it rubbed her walls firmly in return.

Ishtar gasped and made muffled moans as she the tentacle thrusted again and again into blue haired girl’s tight folds. The young woman struggled to squirm or twist her way free of the massive amounts of tentacles that surrounded her. However the sheer number of them combined with their strength were more than enough to keep the student pinned to the floor. Thick coils of tentacles continued to squeeze and grope her perfectly shaped breast. She let out muffled cries as she felt her nipples beign tugged on. Meanwhile tentacles began to wrap around her legs, doing their part to aroused the girl by massage her thighs and calfs. Even as the tentacles squeezed and messaged the young woman, she could feel the tentacle inside her starting to thrust faster and harder.

Ishtar felt a bit dizzy for a moment as she did not know what was happening. Though her body had experienced many attacks on campus, Ishtar’s mind could not remember them anything about. It meant for the poor blue haired girl, that every attack was her first. However the tentacles had decided that no matter what she would always remember this attack. The tentacle buried in her core began to move harder so that almost all Ishtar could feel was its thrusting. As much as she was terrified by the tentacles doing everything they could to her, the young woman could not help but me more terrified at how body was starting to become aroused by it all.

263 could feel Ishtar's arousal growing as it pounded into her pussy and groped her body. Her nipples were rock hard, giving the tentacles playing with her tits even more sensitive targets to focus on. Her folds, already warm and tight, were starting to grow wetter, and hotter with her arousal. Her fluids began to leak, and coated the shaft of the tentacle as it moved in and out of her, lubricating its quick thrusts. 263 was happy to aid in her body's arousal. The tentacles around her thighs and hips quickly wrapped around more firmly, taking hold of her lower body. They began to move her hips back and forwards in time with the tentacle's thrusting. Every stroke sent the tentacle deeper and harder into her tight slit. More tentacles extended around her waist, chest, and shoulders, and soon her whole body was moving backwards to greet the tentacle that thrust forward to split her womanhood. As it drew back, and her body was pulled away from it, the tentacle in her mouth moved forward, pushing itself into her throat as the force of her body compelled her onto it.

Ishtar could feel the her own arousal growing stronger as the tentacles continued to wreck havoc on her body. Already her netherlips were starting to become slick with her own arousal, enabling the tentacles to push faster and deeper into the young woman. More tentacles began to wrap tighter around her body. At first it was just around her hips and thighs to slam the young woman down on the tentacle that was thrusting inside her. The blue haired girl let out loud muffled cries as soon more tentacles began to move around her waist, and then her chest, and finally around her shoulders. Her entire body was soon moving against the thrusting tentacle whether she wanted to not. The tentacle pushed deeper and hard making Ishtar fell like it was splitting her womanhood in two in order to get to her very core. Soon she found her head being pushed forward taking more of the tentacle thrusting into her mouth. And through it all she could feel the arousal and pleasure building inside her.

263 could feel the girl's arousal building inside her body. It felt the tremors of pleasure echo through her mind as the pressure within her grew. More tentacles moved to aid in her growing stimulation. The tentacles pulling her nipples withdrew, and soon the larger tentacles were firmly rubbing her hardened buds on all sides. Their touch was firm, sending bolts shooting through her chest from the friction of their contact. More tentacles encroached around her crotch, starting to apply the same treatment to her lower lips, and then to her clit. A tentacle rubbed its shaft firmly against her swollen pleasure button, pressing it fervently. As they worked, the tentacle inside her sex continued to move harder, and faster. It pounded her pussy relentlessly.

More of the eyeball tentacles appeared around Ishtar, and moved around her. In her mind, she could see herself from every angle at once, being savagely fucked by the tentacles. She saw her body twist and shake with the force of the thrusts, as the tentacle drilled deep into her. And then, she could almost hear something - a voice that was little more than an echo in her mind, practically her own thoughts.

"Cum," the words reverberated in her mind. "Fuck. Rape. Cum."

Ishtar gasped and made muffled moans as she felt the pleasure tremors through her body and up into her mind. Soon the tentacles pulling on her nipples had pulled away only to replaced by larger nipples that left no part of the blue haired girl’s hardened nubs untouched. They began to rub firmly sending bolts of pleasure through her chest. Other tentacles became to move around Ishtar’s nether regions, rubbing against her flower. One began to rub against her special pearl, moving back and forth over the clit again. All the while, the tentacle continued to thrust into her core, over and over again, now moving faster and harder than even before. It felt like the tentacles were trying to reach a crescendo inside the young woman.

More tentacles began to move around the blue haired student, they blinked revealing their eyeballs. Disturbingly they each showed Ishtar what she looked like as her body bucked and twisted with the force of the thrusts of the mighty tentacle that was drilling into her very core. The young woman could feel herself on the edge of a powerful release. Then she heard a voice in her head, a voice that order her to go over the edge.

In that instance, Ishtar head jerked back as she let out a muffled shout. Her entire body jerked and froze into place as she was caught up in an intense orgasm. The young woman found herself lost in a sea of bliss.

The girl's orgasm was like a starting pistol for the tentacles ravaging her - or rather, a "go harder" pistol. As soon her body began to tense with her release, they began to pound even harder than they had been at her young body. The tentacle in her tight sex burrowed in and out of her rapidly, even as her walls began to clench. Her pussy's meager muscles were no match for the relentless thrusting of the alien invader, and her sensitive walls where quickly spread apart even as they tried to close against their pleasuring rapist. The tentacle in her mouth moved almost as fast. Enraptured by her screaming voice, it began to thrust down her throat, traveling much deeper inside her mouth. It's hard, veiny shaft slid through her lips and over her tongue as it plunged into her esophagus.

But the monster had only begun to take the girl's body for a good, hard ride. Even as her climax continued, another tentacle approached her from behind, aiming straight for her behind. It slid up to her bare round ass, and her cheeks were suddenly spread by the tentacles that engulfed them, exposing her tight, feminine anus to the tentacle. Without grace or courtesy, the tentacle pushed forward, running up against her back door. It wiggled as it tried to push through, shoving against her tight hole.

Even as Ishtar body tensed up from the bliss she found herself in, the tentacles seemed to be even more encouraged. The thick tentacle inside her sex began to thrust even harder and faster inside the blue haired beauty, even her sensitive inner walls attempting to clamp down on the thick member were spread apart easily by the powerful appendage. The veiny shaft in the student’s mouth pushed even deeper inside her mouth. She could tasty the somewhat bitter as push deeper through her lips and over her tongue. It thrusted quickly as it soon moved into her throat ensuring that it had as much attention from the young female as the one buried deep inside her own sex. It ensured that her bliss would last as long as possible.

Even as Ishtar continued to buck from her extended orgasm, other tentacles began to maneuver behind the female’s nubile form. Tentacles began to spread her rear cheeks apart. The blue haired girl had little understanding of what was going until she felt a tentacle push against her tight rear. Ishtar eyes went wide with shock as she let out a muffled shout, she could feel the tentacle pushing into her, it wiggling hard as it moved into her rear.

The tentacle pushed harder, and finally, the resistance of Ishtar's tight anus gave way. It surged forward into her small hole, stretching her wide. It could feel her narrow passage squeezing against it, as if trying to expel the intruder. It could also feel the reverberations of the tentacle in her pussy shaking through her body, causing her to writhe and buck against the tentacle inside her. As it reached the greatest depth it could inside her, it began to thrust, keeping alternating time with the tentacle in her sex. That tentacle seemed to grow bolder from having a partner to work with, and began to increase its pace.

Ishtar's body rocked beneath the sea of tentacles, constantly thrust forward and back but kept from actually moving anywhere. Every part of her body was being used by tentacles. Her holes were filled with tendrils thrusting into her, enjoying her body's treasures. Tentacles swarmed around her body, caressing her breasts and running between them. She was completely surrounded by their sex-crazed masses.

Ishtar body could feel the tentacle pushing up into her rear and into that narrow passage, she could feel her muscles tighten in attempt to resist the tentacle pushing in to her body. It was all for naught as it stretched out the opening and began to push deep into her rear. Her body bucked and writhe from the twin tentacles thrusted with in her, but the tentacles were far from done with the blue haired student. The thrusts soon became bolder as the tendrils began to alternate their thrusts, ensuring that the young woman would constantly bombarded by a world of sensation.

Even as the twin tentacles pistoned with in her nubile body, other tentacles swarmed around her body. She could feel tentacles wrapping around her breasts, caressing and massaging the young woman mounds. Other tentacles began to run between the orbs also thrusting in and out of the folds. There was no part of Ishtar’s body that was not explored by the tentacles as they seeked to excite the female as well as enjoy themselves.