Ryu's moans were like music to Rahs. How to forget how she filled the whole gym with them as she lost her virginity there? The memory made him keep a smile behind the mask as his hand kept massaging the swollen breast of Ishtar. Her head shot back and a loud moan came from her mouth as the blue haired student felt the tentacle penetrating her flower as well.

It quickly began the thrusts, moving almost in sync with the one dealing with Ryu. The rest of the tentacles massaged her thighs and hips while one got to work again on her anus. Rahs could feel her whole body twitching and moving a bit due his tentacles and hand, liking every bit of it and then whispered once again "Hold out? She's close to orgasm now. Maybe you should like the sight of her being fucked just like she probably is too."

His sight returned to the red head with half-lidded eyes. She kept moaning through the tentacle in her mouth without trying to hold it back, making it too obvious she enjoyed it completely even when she wanted otherwise. Her body writhed in pleasure and couldn't look away. Just to hurry up her orgasm, Rahs made a sucker appear at the end of one of the tentacles coiled around her breasts. The end quickly attached itself to her nipple and sucked hard and eagerly the stimulated teat, increasing the pleasure in her chest as she was standing on the edge of ecstasy.

A muffled cry interrupted her moans for a short moment, the girl obviously stared at them like she just froze in her position, watching how her beloved Ishtar got penetrated as well. Like some time ago she liked the sound of her moans as well, Ryu was ashamed about her own weakness this time, but everything went so fast she wasn't able to focus on anything which could possibly give her a chance to release herself out of his grip.

Ryu writhed while being held by the tentacles, the sucker which appeared out of nowhere at the tip of one of the tentacles around her breasts attached itself to her nipple, the stimulation had been incredible as it started its work. The girl would have to resist, no matter how hard it'd be, but after all she will just delay her own climax for some time like she already did.

Moans emitted by the girl abruptly stopped, releasing a last deep and long lasting one before her body finally stiffened as she reached her peak, her eyes widened as she did while they still focussed the other beings inside the room. Worn-out due she just came, her body relaxed afterwards as it remained in the air for now. Firmly panting through her nose, she glanced at Ishtar with some kind of pitiful face expression.

Ishtar moaned as she saw Ryu writhed in the raw pleasure as Ryu's moans joined Ishtar's in a chorus of pleasure. Ishtar could feel the thrusts in her flower become stronger and quicker. They felt like they matched the ones that work working in Ryu. Rahs whispered to her to enjoy what she was seeing.

As Ishtar looked over at her lover once more and saw a sucker appear and attach itself to one of Ryu's nipples. Ryu's moans suddenly stopped for a moment and Ishtar wasn't sure what was wrong. Then Ryu released a loud moan in ecstasy as her entire body stiffened up in the tale-tell sign of climax.
The pitiful look that Ryu gave Ishtar let Ishtar know how ashamed she felt.

Ah! I-I',m sorry Ryu. Oh! Ishtar that if the strong willed Ryu had lost she was going to lose too. Ah! Ishtar could feel a second tentacle move up her rear joining in on the thrusts in her body. It felt so good. The fire inside was going to overwhelm her soon.

Quickly, both girls began moaning thanks to the incredible stimulation they were receiving from Rahs, filling the room with their cries of pleasure. He could practically feel what the girl in his arms felt while watching her lover being overwhelmed by an intense orgasm. His eyes were on the same person that Ishtar's were on, and grinned at the sight of Ryu's eyes widening in surprise and pleasure, staring back at them as her body writhed and rocked that way and the other.

Her paused moans only meant that a stronger one was coming, so remembered Rahs from his first encounter with the red head. And he was satisfied to find his memory being correct when Ryu moaned loudly and her body stiffened. It was priceless. His two favorite students were at his mercy, the lovers seeing how the other came due his tentacles.

Finally feeling that his cock needed some air, Rahs moved a bit and let his full 14 inches rest on Ishtar's shoulder and face. "Say Ryu, weren't you fond of some pain as well?" Rahs mentioned casually and then the tentacles at her breasts unwrapped themselves, except for the sucker that kept doing its job, and began to lightly slap her huge tits, increasing the intensity slightly as time passed. Beneath him, Ishtar's body was falling in the abyss of pleasure caused by the tendril that kept the relentless thrusts in her flower going and the one that penetrated her anus, moving in sync with the former.

Ishtar could feel the tendrils inside her begin to thrust in sync slowly pushing her to the breaking point. Then she felt his warm throbbing member land on her shoulder as its tip pressed against her cheek. It was simply too much for her.

Ryu, Ah...I...can't last...Oh...last any long....Ah...AHHHHH!. Ishtar back arched as she her head shot up as she moaned to the heavens. She spasmed as she found herself caught up in her own orgasm. Then slowly her head fell in defeat as it came back down in Rahs hand. She winced as she saw Ryu's breast being worked over by the tendrils that were slapping them.

Being treated by the tentacles which just released her breasts like a punch bag, Ryu closed her eyes and winced with every hit they gave her but found herself enjoying the pain created by their progress as she emitted other moans and short, dull screams due the sudden pain. It embarassed the girl even further to get exposed in several ways directly in front of Ishtar, a classmate she was about to get to know.

Opening one of her eyes slightly she caught herself looking at the blue haired student, Ryu enjoyed the view she was able to have for some time before Ishtar finally hadn't been able to keep her orgasm back any longer. It was an excellent image the redhead just captured, but noticed how desperately her own body tried to struggle him even as the aftermaths of her own climax weakened the strong mind in his grip.

As she glanced over her eyes catched the cock which rested on Ishtar's shoulder, pressing against her cheek like an oversized banger. She wondered what he had in mind until now, he wouldn't be done of course but the terrible idea of what he could do made a cold shiver run down her spine.

Almost as soon as his cock rested on her shoulder and pressed on her cheek, Ishtar couldn't hold back her orgasm any longer and her body convulsed as it was overwhelmed by the pleasure. Her head fell forward, admitting her defeat and then looking at Ryu, noticing the tentacles that slapped across her soft tit flesh. Rahs knew that the redhead liked the pain to some point, so he made sure not to hit them stronger than she'd like.

"Since Ryu came first, the winner is Ishtar. Time for her to get her reward, and for you, a consolation prize," Rahs spoke up, referring to Ryu at the end, as the tentacle that held her breast joined the free one and held Ishtar's arms. The one penetrating her withdrew and along with the others at her thighs, held her legs firmly. The tendrils lifted her body in the air until her flower's entrance was just above his swollen cock.

As the blue haired student's body was lowered slowly on the massive phallus, spreading apart her walls and lips, his hands gripped both of her mounds and massaged them carefully. And at the same time, Ryu was gonna get her attention too. New tentacles appeared and went for her butt, spanking her slightly and mimicking the ones at her breasts. One of them, though, pushed against her rear and after a bit of struggle, managed to insert itself and began to move back and forth. The tendril that fucked her tight cunt continued to do so but a new sucker joined it and worked on her clitoris that was begging for some stimulation as well. To even give her some freedom too, Ryu's hands were not any longer held by the tentacles and she was able to do with them what she pleased.

As the alien mentioned Ishtar to be the winner of an unknown contest, Ryu wanted to protest due it had been harder for her as Ishtar stimulated her for some time after Ishtar already came once, but her analysis wouldn't get any attention as she forced herself to shut up for a little dignity even though the tentacle inside her mouth would make it almost impossible to speak anyway.

Ryu couldn't resist but watching the scene as the tentacles which quickly changed their grip to get a better hold of Ishtar as well, lifting the pretty attractive blue haired student up in the air above his member. She wanted to scream, to protest against what would follow but her own hesitation kept her from doing anything logical. Of course she wanted to support the girl, but he was going to get control of her mind as well after he released the two girls like if they were just another pile of flesh with some more benefits.

The girl was shocked, no matter what someone would say, she wasn't able to walk away, she even stopped to struggle against his tentacles. She felt how the rest of her resistance slowly faded away as her lover was about to get penetrated. But something else caught her attention as well as the scene she was about to watch like a blind mind, other tentacles spanked her butt in almost the same rhythm compared to the ones working on her breasts, another strong moan between the common ones appeared as one inserted itself inside her rear. The one attaching itself to her clit just made everything far more enjoyable for the furious redhead, she disliked the thought of giving up that easily but after her hands got released there had been no other way.

Still keeping her ashamed looking expression, one of her hands moved down to her flower, spreading it slightly more to give some more space to the tentacle and the sucker working on her lower body, increasing the pleasure as well she pretended to like. Hopefully Ishtar wouldn't care if she liked it as well, even if she appeared to be strong most of the time it would make everything harder for both of them if they kept to struggle against him in a fight they'd only be able to lose.

W-Winner? Ishtar felt the tentacles begin withdrawing from her breast. Her flower clamped down one last time as the tentacle within her withdrew her body. Then she could fell the tendrils around her limbs pull her up into the air as he pressed close to her once more.

Slow she could feel herself lowered down as her flower was penetrated by his massive member. Ah...Ah...Ah...its so big. His hands slid around her body and began to massage her swollen orbs once more. She moaned as she felt the pleasure from the massage.

Ishtar looked up at poor Ryu. Tendrils were now giving the beautiful red head a spanking as Ryu hands were released. Suspended in the air, there was little Ryu could do, except what Ishtar never expected. Her lover began to reach down and give the tentacles more access to her flower. Ishtar could see the pitiful look Ryu gave. Ryu, don't...Ah!....don't give in! Uh!!

It was clear for Rahs who the winner of the sudden contest was, just like how unfair it was since Ishtar had already came one and Ryu was getting worked up by her. But he did not mind since in the end, both would be treated equally without a preference for one another. It would be an insult, according to the mercenary, to choose one over the other when both of them were so special.

Ryu, he noticed, had already accepted the fact of the inevitable outcome of their meeting, and began to moan to the tendrils that spanked her bottom and the one in her anus. Her whole body reacted when the sucker worked on her clit and then she did what Rahs expected based on the experience they had together. The redhead helped the sucker and the tentacle to increase the pleasure as she spread her flower even more when her hands were free. It was certainly a priceless moment to behold, and the tendrils knew and worked harder on the tender nub and her inner walls, not wanting to disappoint Ryu.

Ishtar on the other hand was still showing that could barely be called resistance. He grinned as the scene unfolded like her flower, her walls and lips clamping down on the huge cock that penetrated her and embraced it with warmth and her nectar. And then she said the same thing that they'd had mentioned in all of their encounters. To which Rahs replied what he always did, "Thank you, Ishtar. And you're so tight!"

Ishtar was right, how stupid her own thoughts were to simply give in the pleasure just to enjoy their encounter a little further than she actually got forced to. The monster on the other hand may choose to give her additional punishment if she tried to resist, but if she was about to decide for someone to believe in it would be definitely the other student, no matter how much he would get annoyed about it. As Ryu released the grip on her own body again, her arms free again, it embarassed the student she even thought about to give up, it was like Ishtar had been the furious redhead herself for some moments.

But after she released her arms, she didn't know what to do with them. The tentacles started to work harder on her, it was even worse than before. Still, her moans didn't fade away as the pleasure got increased by the tendrils, the feeling was just too good for her body. While the tentacles still penetrated her and the suckers kept working, Ryu nodded significantly to Ishtar as an excuse while the tentacle inside her mouth kept his rhythm.

The student was about to burst into a frenzy as his cock penetrated Ishtar, it was like the feeling when you are not able to do anything in front of an accident that was about to happen. Of course her words had motivated the redhead, she started to writhe in the grip of his tentacles while her hands suddenly tried to release the sucker on her clit. Every movement she made just seemed to increase the effect of getting pleased rather than the target she wanted to achieve as her desperate movements continued.

Ishtar watched as her lovely redhead nodded her head and began to let go of her arms. Ryu still moaned in the pleasure but began struggle against her binding tentacles. Still it appeared that Ryu didn't know what to do with her hands and the writhing seemed to only be helping the tendrils do their work. Ryu's moan became heavier and louder.

Ishtar felt ashamed that she was actually helping Rahs seduce her lover. She felt his breath on her neck as he replied to her earlier comment. She remembered hearing the comment before, but it always had such a psychologically erotic effect on her.

Ahhhh! She could feel the fire start to build in her as each thrust into her flower drove her closer to the edge. Though her arms were bound and useless, her hands reached out for something, anything to confort her as the waves of pleasure began to fuel her fire. If there was a second contest with the conditions of the first, this time she was sure she was going to lose...

Rahs could see over Ishtar's shoulders that the redhead was affected by Ishtar's words and stopped helping the tentacles but even so it was too late. She had enough of her flower open for the sucker and tentacle to stimulate and increased their efforts. Suddenly Ryu, between moans and nods, decided to try and pull the sucker away, but it was too strong to pull it and it attached itself carefully so any kind of movement pleased her further. As a response to her attempt, the sucker used some barbs that it had inside and used them directly on her clit. The other sucker working her nipple did the same thing, and the tentacles that slapped her breasts and spanked her increased their intensity just a bit while the tendril in her rear expanded as its thrusts continued.

Meanwhile, the mercenary felt clearly how the blue haired's flower contracted eagerly around his swollen cock that had just made a few thrusts. "Hm? Are you going to have your next orgasm already Ishtar? You are always so easy to satisfy..." Rahs cooed as his pace increased dramatically, his hands still over her soft orbs preventing them from bouncing along with her. But when he saw how her own hands were dying to do something, the tentacles let them go and Rahs moved one of his hands down to hug her from her waist, letting Ishtar please herself with her free arms.

Ryu wanted to scream as the suckers stayed at their positions, obviously some barbs inside them were used to get a better hold on her different body parts. Others would just see her struggling against something even though they wouldn't know what it was. As she writhed the redhead just increased the pleasure she wanted to resist, but the pleasure forced her to keep moaning and her movements due it was hard to stay quiet and without moving if something penetrates you which feels good in a way. The slaps got more intense, and as the tentacle in her rear expanded as well, the girl had the feeling the pleasure would force her to reach another orgasm pretty soon. It was too much for her to take, but as she reminded herself about Ishtar she was confident she could take the penetration some more time.

She glanced over his shoulder at Ishtar again, it seemed like she already showed signs of her own arousal Ryu hadn't been able to notice. The redhead hoped she'd keep her struggle as long as possible even though her climax would be inevitable. She had motivated the student, of course she would try to do anything as Ryu did.

Ishtar watched in horror as Ryu's effort to pull out the sucker failed and the tentacles slapped her breasts with more intensity in punishment. Ishtar cries to rally Ryu had only resulted in more punishment for her red headed love. Meanwhile she could see the tendril in Ryu's rear expand as it continued to thrust into her.

Ah! Rahs began to increase the tempo his thrusts into her flower. She suddenly felt his tentacles release her arms and they fell to either side of her. The fire was building insider her faster and faster. She reached up to her mouth and she bit her index finger to at least muffle her moans as they were becoming quite loud and quicker with each thrust. However her other hand slowly reached up to one of her mounds and slowly began to massage it. She felt awful pleasuring herself in front of her lover, but there was the fire inside her was starting to overwhelm her.