On the top floor of the art building a little plaque on a blue-painted door read “Katya Ivanova.”

The door opened, and out slipped a pretty young brunette clad in nothing but the white robe that nude models wore when outside the studio. Her garment was loose, exposing her impressive cleavage and a bright blush colored her cheeks. A voice from inside the room said something on she could hear, and the girl giggled, blushing brighter. “See you next week Katya,” she said, pulling the door closed again behind her before she disappeared down the hall.

The little room beyond the door was cluttered, but organized. Canvases of varying size and shape were stacked against every inch of free wall and a large set of shelves against the back wall held every type of paint imaginable and countless brushes. A large window occupied the entire Western wall, and the red haired Head Girl sat at a desk before it, flipping through several pages of a sketchbook that were now covered with drawings of the brunette model in a wide variety of sexually charged poses. She smiled to herself as she admired either the girl or the drawings, her back towards the door.

Victoria smiled as she saw the other girl. "Now my prey is alone." Her entire mass dropped to the floor into a puddle that moved quickly to the door. She slipped underneath the door entering the room. Victoria regathered her mass into her normal form. "Hello Katya!" Victoria laughed as two tentacles grabbed Katya. "Do you remember me?"

Katya shrieked, her sketchbook clattering to the ground as the two tentacles wrapped themselves tightly around her body. She thrashed within their grip, her red hair flying about wildly.

"What are you talking about?!" She screamed, wrenching her body around until she could see her attacker. When her eyes fell upon the translucent girl behind her though, her furious expression cracked and fell away, leaving nothing but fear and confusion.

"V...Victoria?" she whispered

Victoria smiled, "So you do remember Katya. Well good then you know what the reason I am doing this is." Victoria dropped the redhead on the ground and then the two tentacles reach into the clothing covering her upper half and tore through it revealing her breast. "Nice tits Katya." One of Victoria's tentacles smacked Katya on the left breast.

The shocked girl fell to the cold concrete floor with a thud, wincing as she hit. Momentarily stunned she could do little more than gasp when her shirt and bra were torn to shreds in one quick, efficient movement. Her ample breasts spilled free and the sudden slap from the tentacle caused the left one to jiggle enticingly. Katya let out a cry of pain, but it seemed to bring her out of her shocked state.

She wrapped her slender arms around her chest, glaring furiously at the gelatinous girl. Under any other circumstances she may have felt guilt or pity over the poor girl's state, but now she was overcome by anger.

"If you know what's good for you you'll leave immediatly!" she hissed, glaring daggers at the girl, "If you don't, I promise your next trip to the labs will be much, much worse!!"

"Next stay! Why do you think I'm here? I would still be there if they could keep me there. Doesn't matter after this you won't think about telling anyone I was here." Victoria's tentacles wrapped around Katya's breasts. The tentacles started to squeeze on the readhead's breasts. "You're gonna wish you hadn't sent me to the labs."

"Stop!" Katya cried, panicking slightly as Victoria completely ignored her threats. She tried to grasp the translucent tentacles as they coiled around her large, perky breasts but her slender fingers couldn't get a grip on the slick gel-flesh.

"L-look I'm sorry!" She pleaded, desperation creeping into her voice as she continued futilely struggling with the tentacles that were assaulting her, "But I can help you! Just stop!!"

Victoria smiled, "You're not getting out of this so stop talking." A third tentacle shot out and went at Katya. It pushed itself into the girl's mouth. "That's much better. Now suck Katya." Victoria said as she walked up to the redhead. She lowered her head and started sucking on Katya's right breast.

The Head Girl's begging and pleading was abruptly silenced as the tentacle forced it's way between her soft, full lips. Katya glared furiously at the monstrous beauty as she approached her helpless prey, determined not to give her the satisfaction of obeying her.

She couldn't help but moaning though, as Victoria's mouth descended on her naked breast. As the monster girl's lips and tongue began to stimulate her sensitive flesh her nipples quickly became stiff. The half-naked woman let out a muffled cry as a blush rose up on her cheeks. She practically growled as she reached out and buried her fingers in what was once Victoria's hair. Desperately, Katya tried to pull the monster away from her, but her slender hands could not keep her grip on the slick, gelatinous material that the former student was now composed of.

Victoria removed her mouth from Katya's tit. "Tasty but now for the main course." Victoria ripped off the rest of Katya's clothing and the tentacle in the red head's mouth retracted. Her crotch then shifted into a foot long dick. "Ready?" Victoria grabbed Katya and lowered her on to the large cock.