Mildred had been in a bit of a rut for the last week. She couldn't find or think of any inspiration for any of her art. This didn't happen often, but it did it was always depressing for her not to have anything to draw or paint. Not too long ago she had started doing sketches of other girls in the nude, some innocent looking, others not so much. But now even that for the moment didn't seem alluring. Hoping to find something to inspire her again, she goes out for a walk in the forest. She eventually arrives at a small lake and step onto one of the rocks jutting out from the shore and over the water a couple of feet. But at one point she gets too close to the edge and lets out a cry as falls into the water. Though the area was only knee deep, it was enough to soak her from head to toe. "Jeez...what a way to start the day..." She gets out of the water and hangs her clothes up to dry while letting the sun dry her nude body as she sits on the grass.

263 had also been in a rut lately. It had been spending far too much time in doors, in the confines of the main classrooms, pool rooms, and gymnasiums. While these locations did provide girls for it to prey on with generally good reliability, 263 felt as though it had started to forget about the island outside the school's facilities. Its wanderlust had grown strong in its complacency, and so it had decided to go exploring for a spell.

It's been wandering the fields and forests of the island for several days now, a feeling of contentment and satisfaction growing with every inch of ground its tentacles have covered. It hasn't even had to give up on its prey completely - just two days ago it found a girl wandering the forest and took her for hours. Something about finding a girl by happenstance out here in the wild was just so much more exhilarating than in a classroom or hallway, where someone was bound to come by sooner or later.

Today, it's exploration continues, and by chance it finds itself in the same forest as Mildred. The beast's body is well hidden beneath a fallen tree several miles away, while its endlessly extensible tentacles wind their way through the woods. Suddenly, the sound of a girl's yelp catches its attention, and the tentacles turn in the direction of the noise. Creeping slowly around trees and under brush, the tentacles arrive on the edge of the clearing just as Mildred is sitting back in the sun, completely naked, although 263 has produced no eyes to enjoy the sight.

With the girl sitting still, 263 can't hear her well enough to know her position for certain. By sending a swarm of tentacles out to search, it suspects it could rush her down before she could escape. But it has a more interesting idea. Several, actually. Recent events have given it a better understanding of its ability to reach into other creatures' minds. Its power is strongest while in the midst of fornication, but even now it can feel traces of this girl's thoughts in its own mind. It can't speak to her, can't read her mind, but it can pick out landmarks. Like this: this part is the girl's name. And this one is a familiar voice. It prods the two together with its mind, creating the illusion of someone she knows calling out to her.

As the creature's mental trick plays out, the tentacles lie still and flat in the grass. Slowly, their skin turns a shade of green to match the vegetation around them. In the meantime, several tentacles burrow under the lake bead and poke into the clear pool, lurking beneath the surface.

This was actually quite relaxing sitting outside in the without a stitch of clothing on for Mildred. She would have to try and do this again sometime. When she at first hears what sounds like someone calling her, her first instinct was to try to cover up. But then it starts sounding familiar. "Izumi? Mistress, are you out there?" She stands and walks towards the edge of the woods, noticing the tentacle but mistakes them for roots and avoids stepping on them as she comes closer.

The girl is within 263's grasp now. It can tell where she is by her footsteps, her voice, even her breathing. As she steps over its tentacles, they twitch slightly behind her. It could easily snare her now, but it holds off for the moment. Something about this - about toying with her memories and leading her out is fun. Her mind is becoming clearer. Getting into peoples' heads is becoming easier for 263, and with the girl so close to its tentacles, its getting a pretty clear picture. 263 scans her mind again as it keeps calling her. There are other memories, ones that have subtly come alive with the sound of the voice. Romantic memories - intimate, sensual ones. They're quietly stirring in her subconscious... but they don't have to be.

263 prods these memories as it calls out to her, letting the faintest ghosts of sexual encounters past with this Izumi cross her mind.

Mildred stops just at the forest edge as the memories of all the time she's spent with Izumi seem to be popping up without her even trying to. It didn't feel right to her. 263 could sense her happiness being replaced with fear and uncertainty as the girl began to think someone or something else was out there. As she steps back, her foot touches one of the camouflaged tentacles and notices it felt far too soft and smooth to be a root.

Well, so much for sweet talking. 263 had been curious what it could have made this girl do with just her memories, but it seems she is far too astute to give into her thoughts without questioning it. Oh well, there's always the traditional way. As soon as Mildred's retreating foot touches its tentacle, all the coils rise up in one swift motion. They ensnare the surprised girl, several quickly coiling around her torso and legs, lifting her into the air.

Because she'd been accidentally straddling one of the tentacles when they rose, its shaft ends up between her legs. Finding its position against her naked crotch rather comfortable, it settles in, and slowly worms the rest of its length up her body. More tentacles wrap around her arms, restraining them. Then additional tentacles start to crawl up her legs, more caressing them than holding them in place. Several tentacles coil around her midriff, just under her breasts, raising her mounds slightly.

Mildred barely had a chance to scream as she was suddenly attacked and restrained by several tentacles rushing out of their hiding places. She gasps feeling the one press against her crotch, making her pause for a moment. It felt odd, but not really in a bad way. This distraction doesn't last long though as she starts to struggle again. She looks at the tentacles and tries to see the thing they're coming from. Was it some kind of sentient being or just a mindless sex crazed monster?

263's body is well-hidden, and she won't be able to see where these sudden attackers are coming from. Fortunately, it doesn't need its body to do what it wants to her. More tentacles surround her and begin to press their tips against her soft skin. Some run along her back while others slide down around the curve of her rear, taking note of her pillowy soft ass and pushing against her cheeks. Others reach for her stomach, and start to spread out in every direction. They stroke up and down her body, tracing her soft curves and caressing her supple flesh as they slowly wind around her body.

With its prey caught and helpless, 263 decides to take its time with her. It's still curious about those memories it had touched earlier - the ones that were so delightfully fiery and sensual. It reaches out to her mind as its tentacles wind over her form, and prods them again, awakening them stronger than before. It pokes the voice of her lover for good measure, calling out her name in the sweet, sultry tone.

Mildred lets out whimpered moans feeling the tentacles rub against her body. She closes her eyes tightly shaking her head she kept hearing Izumi's voice call out to her. "Stop it! Stop it! You're not Izumi!" Clearly this trick was not calming her down at all, it was simply upsetting her.

A sound echoes in Mildred's head - something like the broken laugh of someone who doesn't know how. The tentacles continue to crawl up her body, sliding into the valley between her sizable young breasts. When the voice speaks again, it isn't Izumi's. It's deeper, and darker, like something she might expect to do her harm.

"Not. Izumi," it concedes. "But. I. Will. Fuck. You." As it speaks, the tentacles near her breasts stretch out and begin to coil around her mounds. She can feel them squeezing into her skin as they take her lovely tits firmly in their hold. Several tentacles remain in her cleavage, pushing back and forth lightly against the flesh that surrounds them. 263 prods at her sexual memories again, rekindling visions of kinder times with Izumi, even as its domineeritng strength begins to overtake and stimulate her helpless body.

"Let. Go," the voice advises her. The tentacle with its shaft against her pussy begins to grind side to side, spreading her lower lips slowly and rubbing against her folds as they peek out.

Mildred opens her eyes becoming fearful of the sound of the voice, though it was hard for her to remain afraid as those tentacles kept rubbing against her. "Please...don't..." She tries to plea, but knew it was likely not going to make the creature stop. Her moans start to become more pleasureful as the tentacle playing with her sex reaches more sensitive area, causing her to become wetter the more it did this. 'Mistress...I can't...fight it...' She thought to herself. 'F-Forgive...me...'

The tentacles around her breasts move faster and more forcefully, molesting her soft tits as the girl grows more aroused. They begin to push her soft orbs together, allowing the tentacles between to more vigorously titfuck her. Even as the tentacles are using her chest for their pleasure, more tentacles rise around her and move towards her nipples. As they approach, their heads effortlessly split into teeming masses of thin tendrils, like some alien bud bursting into bloom. The tiny fingers wrap around her nipples, tugging and twisting at the hardening buds. Their touch is warm and soft, and a thin layer of liquid lubricates their motions.

Mildred still struggles occasionally, tugging on the tentacles holding her. At one point it almost looks like she could get free, but suddenly finds her arms and legs spread wide. Was this thing teasing her now? Making her think she could slip from its hold then tighten its hold again?

As it begins to titfuck her, she tries hard to keep her mouth closed, even though her body was already demanding her to give in. She would also turn her head away if any others came near her face, having no intentions of willfully pleasuring the beast. But she knew it was only a matter of time before Mildred's own lust won out.

263 can feel the desire building in her mind. Whatever the girl says, she's plenty hot and bothered, and a part of her is already yearning to be filled. "You. Enjoy. This," 263 taunts into her mind. "Your. Body. Wants. To. Be. Fucked." To illustrate its point, the tentacles running over her skin and groping her sensitive areas move more firmly. The tentacle against her slit grinds hard, pressing its length just past her lips as it humps her with its shaft. The tentacles pulling at her breasts start to tease and twist her nipples. Then, the shafts descend, and the peaks of her glorious breasts are swallowed in the teeming mass. She can feel them shift and flatten as they meld together back into one mass, becoming an amorphous mold around her teats. Then she feels the center of both masses disappear, and her nipples are left in empty spaces within. After a moment, there's a pressure in the hole, and the newly-formed pumps start to suck on her breasts. They move up and down, pulling the mass of her tits with them in alternating patterns as they suck firmly on her hardened nipples.

Mildred can't help but cry out in surprise and pleasure as 263 doubles its efforts to overwhelm her. 'I don't care...what my body wants...' She thought believing this creature could hear her thoughts if she could hear it. 'I'm not some wild animal in heat...this is your doing...' However, as 263 continues its assault with vigor, she finds her ability to even think more and more difficult as her resistance erodes. Her body was aching with need after being touched virtually everywhere at once by the masses of tentacles. 'Oh god...I can't...hold out...'