The door flew open banging off the wall before being pinned down by Minerva’s frame. Other women rushed pass her into the hallway, screaming, and trying to catch their breath as they escaped the tentacles once again. Minerva looked back into the stairwell and saw that far too many of the women had been caught and were already being ravaged by the monster on the ceiling. Only Alice remained, running as fast as she could down the stairs.

Then a tentacle wrapped around the cute bruneete, Alice! Another tentacle wrapped around her leg. The young engineer pleaded for help and reached out with her hand. Instinctively the agent reached to try to grab it.

Alice's hand wrapped around Minerva's, but no matter how hard the agent pulled, she wouldn't be able to free Alice from the inhumanly strong clutches of the tentacles. More tentacles descended over her, starting to crawl along her body. The cute brunette yelped and screamed as they started to tear off her suit with simple, quick movements. More and more of her creamy white skin showed though the holes, until one tentacle finally yanked open the fabric over her chest. Her young, perky breasts dangled freely, crowned by her cute, pink nipples.

The girl wept, tears streaming down her face. "I don't want it," she begged, though she knew it wouldn't stop, and there was nothing Minerva could do. "I don't want to be raped like this." Her body shuddered as the tentacles crawled over her naked skin.

Minerva had Alice’s hand and grabbed on with the other hand. She did not want to let go as she Alice had been through so much of this ordeal though they only met in what was, at most, a few minutes ago. The agent pulled as hard as she could, but the Ritkar strength was simply ironclad. She couldn’t even move Alice an inch. More tentacles reached down and began to peel of parts of the suit like it was an orange. Poor Alice screamed and yelped as she more of her skin was being exposed. Finally one tentacle had pushed its way under the fabric over her chest and with one pull ripped it apart. Her perky, nubile breasts bounced free to shock of herself and Alice.

All logic told the redhead to let go, while her heard still wanted to desperately to hang on. However that became mute when the creature finally pulled the protesting young engineer up and out Minerva’s grip.

Unlike the other women, 263 didn't pull Alice back up to the ceiling. Instead, it dangled her just in front of the agent, screaming and helpless as the tentacles encroached further over her body. Minerva could probably still reach her, but she would have to go into the room. Even then, it would serve certainly no point but for her to be captured as well. Panic filled the young woman's eyes as she felt the inevitable creeping over her.

For a moment, it looked Alice was going to be pulled up, but no she was left just in front of the redheaded agent. Alice screamed and squirmed but there was nothing she could do to free herself. There was nothing Minerva could do either but watch. I’m sorry. I’m sorry, Minerva sobbed. I’ll try to find another weapon and come back for you. The young woman though was too panicked to understand with tentacles exploring her nubile body. Minerva backed up to lead the other to the shuttle bay. With luck she might be able to find a weapon of some kind.

Alice watched with despair as Minerva backed away. As she left the door, it swung closed behind her, the heavy, safety-mandated spring system swinging and locking it shut. Behind her, the other girls had started to run for the shuttle bay. However, as Minerva turned to follow them, her vision suddenly blurred, and went black.

When her sight returned, she wasn't in the hall anymore. She was back in the stairwell, starring at the door she'd just left behind. Her body was dangling, and she couldn't control it. Without her consent, her mouth screamed, and it was Alice's voice.

Minerva wiped the tears as they baked away from the door. As soon as she was clear it swung shut, its own spring system swinging it closed and locking it shut. The few women that was left did not need to be told what to do next, panic had them running for the shuttle bay. Minerva turned to follow them. However as she took a step forward her vision suddenly got blurry. She only managed another step when everything went black.

When her vision returned, she was staring at the door. It looked different than before, then her eyes went wise as she realized that she was staring at angle within the stairway. The agent attempted to move, but she realized it was dangling. Her arms were bound behind the small of her back. She felt the urge to scream. Despite her attempting to stop it, her body just forced it out. Except it wasn’t her voice, it was Alice’s.

Suddenly, "her" body was lifted towards the ceiling, yanked by tentacles that bound her arms, legs, and waist. She was pulled up amongst the other women. Some had been raped quite a bit already, others were just now getting started. They screamed and whimpered the loudest, but all of them had been filled with tentacle, and were steadily being thrust into.

Minerva could feel everything Alice could as her body was turned over, her front towards the ceiling now. One of the creature's eye stalks stared down at her, admiring her body. Her breasts sat proudly atop her chest. Minerva could feel everything, as tentacles slowly slithered over them, and encircled them. "N-no!" Alice cried, whimpering as her tits were squeezed by the thick, rough tentacles. Massive muscle coiled underneath their skin, groping her soft mounds.

A gasp in Alice’s voice shot out as “her” body was lifted towards the ceiling. The brunette’s body was bound around the arms legs and waist. She filled with panic as she found herself among other women in the tentacles. Some had been there a while, while those of Minerva’s party was now just beginning to experience it. They screamed and whimpered as they too were being ravished by tentacles. Even the ones that apparently had been here a while, the tentacles continued to thrust at a fast pace.

The terrified new capture could feel her body being turned over. Minerva now could see the ceiling as a tentacle eye stalk stared down at her looking over Alice’s nubile form. Her perky breasts pointed upward, and whatever feeling or emotion Alice felt, Minerva felt. It was like she in a play, but a terrifyingly erotic one. Minerva could feel the tentacles slowly slithering over her perky breasts. The agent’s head shook from side to side, N-no! The agent gave out uncontrolled whimpers as she felt her mounds being squeezed by the thick tentacles. Massive unstoppable muscles flexed with unstoppable strength, exploring her soft mounds.

As Alice's chest was groped and stimulated, more tentacles began to slide up her legs. They tore at her pants, shredding them as they headed towards her waist. But as they touched her thighs, it was with soft, tender strokes. Despite her terror, Alice's body started to respond, a heat rising inside her. Minerva could feel every second that the girl's body grew more aroused, and in a strange, alien way, she could feel her shame, too. The young engineer cried as the tentacles tore away her pants, exposing her simple white panties.

Minerva could “her” breasts being squeezed and massaged, but soon more tentacles began to work their way up her pants. They pulled away shredding the pants before they began to moved up her legs. The tentacles played with the inside her thighs with soft, simple strokes. Minerva’s emotion was that of Alice, pure terror. However a heat was rising within the inside of the young engineer. Minerva turned her head in shame as she could feel her body become more aroused. This is not real! This is not real!, the agent pleaded with herself. But those words did not come out of her mouth. Instead she screamed as the tentacles grabbed on to the shredded remains of her pants and yanked them clear with one pull. As she saw the destroyed garment disappear from view, she could not help but see her exposed white panties.

One of the tentacles crawling up her legs reached up and touched her mound through her panties, stroking down to her entrance. It began to rub against her sex through the thin fabric, stroking up and down. Alice's pussy began to grow wet, causing a damp spot in her panties to cling to her skin as the tentacle stroked her. Shame flooded through the engineer as she sobbed, feeling her own arousal in spite of her impending violation.

Minerva could feel one of the tentacles that was moving up “her” leg, it had reached her crotch and began to stroke her quivering mound up and down. It moved back and forth, pressing through the thin white fabric, the only protection that engineer had left. Minerva could feel her sex becoming wet as it heated up with arousal. The last thing Minerva thought she would do is sob as she felt a wave of shame at her own arousal. For the second time today, she was going to be taken by tentacles as her first sexual experience.

The realization that her fate was sealed seemed to drive the tentacle to action. Almost immediately, the tendril rubbing her sex moved an curled around the crotch of her panties. As her last covering was pulled away, another tentacle rose up between her legs, its head pointed at her delicate, untouched sex. The breath caught in Alice's throat as she stared it it. Then, without warning or tenderness, the tentacle rushed forward. Alice screamed as she was penetrated, her pussy filling up for the first time with the thick, heavy appendage. It stretched her wide, tearing away her maidenhood in an instant.

The tentacle stopped rubbing against the engineer’s cover sex and began to curl around the crotch of her panties. Minerva could only watch as it pulled the ripped panties away as another tentacle positioned itself between her young legs. It’s head pointed directly at her delicate folds in front of it. Minerva wanted to say something, but her breath was caught in her throat. The tentacle shot foward and jammed itself into her sex. The brunette screamed as she felt the thick, powerful appendage push. Minerva could feel her folds be stretched wide as her long lost maidenhood was torn apart with in the nubile engineer.