"Don't be naughty," Progenitus whispered, while still pumping into her. The other tentacle moved around her neck and began squeezing, trying to force her mouth open.

katy keeps her teeth clenched

The tentacle around her noise continues to block the air restriction while the tentacle around her neck continues to choke her slightly. Meanwhile, Progenitus began pumping harder and faster.

katy keeps her teethe shut, but lets out moans as you hammer her

She was putting up quiet a struggle and Progenitus was almost out of options. But then an idea came into his head and he formed a evil grin. While he continued to fuck her at a fast pace, Progenitus withdrawn all but two tentacles. One still hovered by her mouth while the other traveled down to her anus.

katy realized what was about to happen
"you fucker" she growls between her teeth

Progenitus only laughed when he heard the insult. As he continued to fuck her pussy, the tentacle began slowly working its way through her tight anus. The only lubricant available was Katy's juices, which were still flowing freely from her pussy.

katy lets out a loud groan as the tentacles enter,but she keeps her teeth firmly clenched

The tentacle suddenly stopped pushing in, then resumed with more strength. It continued like this, each time causing more pain, until it was completely buried in Katy's ass. Then it started pumping while Progenitus fucked her pussy.

"please stop!!" katy groans through her teeth

Progenitus ignored her and continued to fuck her in both holes. He decided he to continue since he didn't have enough fun yet.

katy climaxes again, her legs shacking sa she finaly unclenches her teethe to let out a loud moan

Progenitus wasted no time and ordered the tentacle to plunge into her mouth. The vibration of Katy's climax and that created by the tentacle fucking her anus was too much for Progenitus, and he released, spraying wave after wave of his cum inside her. He sighed and pulled out, but the tentacles insider her ass and mouth did not.

katy began to loose consciousness, having climaxed again, the cum slowly poured out of her pussy mixed with her juices

Progenitus paid no attention when Katy lost conscious and continued to fuck her mouth and ass. He lost track of the time before he finally felt that he was tired and pulled out.