"Urggh...w-wha...w-ho.." Her mind was barely able to say anything mentally as it was still rattled from the blow. She was still out of it. Sadly this left no real noises of show of her growing arousal from 263's actions. The tentacles pressing into her thighs while the heads of tentacles rubbed lightly up and down her abdomen and against her poor crotch which while protected by her tight shorts didn't give much resistance as her body squirmed instinctively. While other tendrils slides up...getting under her shirt would be alot easier compared to her shorts.

Her eyes glazed over fluttered open a little bit...the poor dear would need more coaxing to wake up from that blow she took to her head.

"Wake," 263 prodded her mind. Mental trauma or no, it would be no fun to have this girl sleeping while it did its work. It wanted her awake and screaming those lovely cries. Fortunately, it believed a good stimulation would bring her around, and it had plenty of ways to stimulate her, both mental and physical. It would make sure she was well awake and aware when it took her body.

And what a body it was. 263 had come to develop an appreciation for the visual allure of women, and as its eyes took in her form, it liked what it saw. Her hair clung to her rounded face that framed her soft, pink lips. Her luscious chest rose and fell steadily as her body regained her breath, and her waist curved inwards before expanding again to flesh out her curving hips. Oh, it could work with this. As the tentacles crept higher, squirming over her skin, they crossed her waist. Several tentacles doubled back, finding the waistline of her shorts easier to cross into than the leggings, and they began to push their thick heads inside. Meanwhile, other tentacles continued north, quickly reaching the looser hem of her shirt. A number of the questing tendrils snaked underneath the light fabric, continuing up her midriff, until they inevitably came across her sizable breasts. The tentacles quickly swarmed over her chest, covering her mounds beneath their fleshy coils.

"Urggh.." She groaned as her eyes fluttered open as she slowly began waking up though flinching at a throbbing pain in her head. "Ow....what...?" She mumbled before her brain finally recognized what was going on. She gasped and screamed as she squirmed against these tentacles at last. The tentacles squirming under the waistline of her shorts and finally pushing inside bulging out her shorts while moving under her shirt too. Shuddering as she struggled as her breasts felt the tentacles rubbing against them and blushing bright red as she grits her teeth.

"S-stop it!" She cried out though she was still dazed and woozy from the headache she was getting.

That was more like it, 263 thought. Now the girl was awake and struggling, although her struggles were weak, and utterly futile besides. Still, she would be much louder now, and more fun to taunt.

"You. Ran," the voice in her head spoke. "I. Chased. I. Caught. You. Now. I. Fuck. You." The tentacles digging into her pants worked lower, starting to brush over her privates through her panties. They moved up and down, grinding their lengths against her slit through the thin cloth. The tentacles under her shirt pushed her bra up and away from her breasts, exposing her pink nipples to their touch. Their warm skin rubbed over the surface of her breasts beneath her shirt, and more tentacles crawled up her form, all the way to her neck. They pinned her arms, and her body was buried beneath a mass of tentacles with increasingly more lustful intent.

"S-stop! No! Let me go!" She cried out as she struggled frantically though she could barely move under the tentacles as her entire body was almost beneath the mass of tentacles only her head remained free as she saw the tentacles on her neck. Blushing bright red at the rubbing onto her pantie covered sex as she whimpered and clenched her eyes shut. While feeling the rubbing onto her now bare breasts her pink nipples exposed and helpless to stop this monster.

However should 263 finally decide to remove the panties or move them aside to explore this womans sex...would feel it was rather tight and almost hard to locate compared to his other conquests...if he looked into the girls mind showed no sexual intercourse before...this girl was a virgin.

263 decided that the clothing covering the girl had become an annoyance. Although it had found plenty of ways to molest her through her garments so far, doing anything more would be difficult with her in this state of dress. It set to the pants first, as more tentacles slipped past the waistline. The tight material stretched with the mass filling it, and the tentacles were pressed tightly against her crotch as they began to squirm. After a few moments, however, the material began to tear and rip in some spots, and quickly the holes grew. The shorts were reduced to a shredded rag clinging to her body, failing to hide the most important bits from the tentacle mass that enveloped her.

Almost as an afterthought, one of the tentacles snaked underneath her panties. With a swift motion, it tore away the crotch, the cloth quickly disappearing in the writhing wall of flesh. Her pussy was naked now, and she could feel the tentacles pressing close around her, their shafts rubbing against her lips and teasing her folds. She could feel some of the tentacle heads turn towards her exposed slit, and start to stroke around her labia.

One of the eyeballs in front of Lucy moved in closer, taking in her entire form. As it shifted, the voice returned. "No. Stopping. I. Will. Fuck. You." Suddenly, there was a second sight in her vision, like someone was pouring a movie straight into her mind. She saw herself, bound and helpless on the ground. It seemed as though more and more tentacles had appeared, or perhaps grown out of the ones already present, and now her entire body below her navel had disappeared beneath the sea of squirming lengths.

Her upper body, however, was still plainly visible, and she was able to clearly see the bulges of the tentacles running over her generous bust, teasing and pleasing the sensitive skin of her breasts despite her desires. The tentacles shifted suddenly, and a moment later, she had a perfect view as her shirt burst into shreds, exposing her beautiful tits to the cool air. Her bra still rested uselessly on top of her chest, leaving her breasts to the mercy of the tentacles as they descended back on her. They quickly coiled up her soft mounds, spiraling up them and starting to squeeze them. As the monster played with her chest, the tentacles prodding her nethers began to move more firmly, clearly signalling their intent.

Lucy struggled and squirmed helplessly under these devilish tentacles as they reduced her clothing to shreds leaving only her poor bra which hung uselessly just above her chest. Blushing brightly as she felt the strange voice in her mind as she squirmed. Her mind suddenly seeing herself naked and without the tendrils like the creature was showing her everything that she couldn't see. Her eyes widened in horror as the tentacles began stroking her poor exposed nether regions.

"N-no...please....not there...please anything but there.." She whimpered gasping and crying out as her breasts were squeezed by the tentacles her soft mounds squished against the squeezing motions of the tentacles so full and lush to squeeze. Just as she felt one of the tentacles prodding her nethers and widened her eyes as she tried to squirm her crotch away from the tentacles as 263 would feel how tight it was...the poor sex looked too tight for anything less than one tentacle to go inside...no doubt alot tighter than other girls it had sampled.

263 could see the desperation in her mind, and in it, something else. This girl's panic was not just to avoid being raped, but that she'd never been penetrated before. 263 smiled in its own mind. It didn't particularly care how many times a girl had fucked before, but there was always something satisfying about taking a virgin. Her hole would be tight, and her body naively responsive to its attentions. Something worth savoring. It pressed a single tentacle close into her folds.

"Never. Fucked. Never. Raped," it taunted her. "Until. Now." On the last word, it pushed its tentacle inside her, piercing her lips. The bulbous head spread her wider than her body had ever been parted before. It made its way into her tunnel slowly, taking her virginity a centimeter at a time. More and more of her silky warm tunnel spread open around it. Her undefiled pussy gripped tightly as if unsuccessfully trying to expel the intruder. Finally, it came up against her hymen, already straining from the girth trying to penetrate her. Without pause, the tentacle shoved forward, tearing its way through and filling her with one final stroke, until the tip pushed against her cervix.

Lucy could do nothing but scream in pain as the tentacle was forced into her. Ripping through her virginity as she shuddered as a red fluid dripped onto some of the tentacles as her blood seeped out of her sex. Her eyes streaming tears as her eyes glazed over again the pain causing her to black out again as she twitched weakly. Her body responded and tried to expel this intruder but nothing could force the tentacle out spreading out her formerly tight pussy.

Compelled by the tightness of her hole, the tentacle inside her almost immediately began to withdraw. It pulled back slowly, farther and farther, stretching her hole with its head once again. When its tip was once more at her entrance, it thrust back inside, considerably quicker than the first penetration. Her pussy still gripped it tightly as it greeted it back in, her entire sheath milking its length. It began to steadily thrust into her depths.

263 was vaguely aware that the girl had lost consciousness, but it was of little concern. Stimulation had awoken her once, and so it believed this stimulation would do so again. It began to thrust into her violated pussy steadily, while the tentacles coiled around her luscious breasts began to squeeze and pull at them, applying pressure in patterns from their base to the tip.

Lucy stayed limp tears seeping down her cheeks as she was violated again and again as that tentacle thrusted into her sex spreading it out with that head stretching her out. Her insides continued to try and tighten back up and force it out but nothing worked. Her breasts were coiled and squeezed while being pulled on. Applying pressure as her poor nipples began firming up. Yet despite the stimulation Lucy was still limp and out of it. Her mind shutting down to prevent anymore trauma to her poor self as her virginity was raped...her blood no doubt still on some of the tentacles though mostly on the one still thrusting into her.

The girl's pussy was squeezing tightly against the thrusting tentacle, but its resistance only made fucking her more enjoyable. The tentacle was far too strong to be deterred by her inner muscles, and instead she was only spread apart as it started to pound harder into her. It was moving faster, the tightness pulling at its skin but not slowing her down. Even though the girl's consciousness was gone, her inexperienced body still seemed responsive to the sexual torment it poured into her. Her nipples were growing hard, it noticed with delight as it began to poke and prod the sensitive nubs with the tips of its tentacles. And it could feel her folds growing most, her fluids starting to seep out of her, and mixing with traces of blood still inside her as they began to coat the tentacle in a fine layer of lubricant.

Another tentacle lifted itself from the ground, and pushed against her mouth. With her jaw slack, there was nothing to stop it from pushing inside and starting to thrust between her lips, rubbing itself over her tongue and reaching all the way back to her throat.

Lucy stayed out of it as her mouth and throat was now filled by a tentacle moving towards her throat and down it. Her nipples being stroked and toyed with along with her breasts as her poor sex became moist wettening and lubing up the tentacle still thrusting in has her poor sex was starting to loosen up and losing it's tightness. The poor girls body was slowly ceasing it's attempts to fight back leaving the poor girl blacked out and hopefully staying knocked out to ride the rest of this monsters intent on the poor former virgin it had soiled.

Despite her body's continuing tightness and responsiveness, 263 was growing frustrated by the girl's inability to return to consciousness. A hot and yielding body to fuck was all well and good, but it just didn't have the same zest if the girl couldn't scream as she was plundered. It tried to prod her mind again, calling out to the unconscious void.

"Wake. Up," it demanded, then again more firmly, not knowing if the girl's mind would even register its words.

All he could hear was an echo like he was speaking into an empty void...the girls mind had almost shut itself down to deny him the pleasure of this poor girls screams. Her body responded by her mind was shut off. It was like trying to send a message to a shut down computer...no one was responding.

It was some kind of defense mechanisim the girl didn't even know she had. Her body was helpless and such a beautiful form to plunder but she just wouldn't respond.