As the suction cups worked onto her nipples, some of the flesh began to slide upwards towards her head. Slowly across her collarbones and up the sides of her neck, making way up to her face and to her bottom lip. Pressing down, the flesh moves to somewhat take grab at her lower jaw and pull to keep her mouth wide open. Though it didn't try to enter too deep, but only enough to hold her lips and teeth from closing shut.

Although not noticeable, the rest of the body inside the vent began to transform. The sound of metal being forced to bend as it seem like something big was coming. With some of the flesh that pressed against the wall pull back into the vent, the 'head' continued to remain erected out and pointed towards her.

The fangs that were at her back began to retract back to the head giving the head once against a weird shape of a spider. A hissing sound could be heard coming from the back of it head.

The mouth that clamped over her open pussy slowly began to develop bumps along the surface. Slowly and surely it begun to rotate. Rubbing against her open walls, draining her of the energy it wants.

Don't open your eyes! Don't open your eyes!

But that was hard. It was creeping up her flesh, toying with her mouth. A spike of fear raced through her. If it forced anything in she wouldn't be able to breath with her nose covered and the firm grasp it used but fortune had been on her side thus far. It did not, at least not yet though the question was had it been preparing to do so just as it had waited to take her?

Those fangs retracted, she heard the crinkling of that vent above as it had to be reshaping itself and the metal no longer would contain it. In addition there was a different sound coming from the creature, more like a popping sound.

Fear and curiosity were funny things. How often did one look after being told not to look down?

Blue eyes opened just a fraction of the way afraid of what she would see. The thing had not let up on her breasts nor given up on her pussy pressing into her or siphoning her nipples generating moans from her now that her mouth had been opened moans and gasps were louder.

That was not all that had been generated as even more nectar had been gathered. That tingling increased … gawd, was she getting close? No she tried to deny her mounting pleasure though she felt it creeping up upon her.

As it held her mouth open, the head of the monster began to draw closer to her face. retracting into the head and just forming more flesh around its face. The mouth piece began to move and open up allowing a wet moist 'tongue' to emerge. That tongue made its way towards her held open mouth. Sliding in slowly as it moves around as though it was probing the inside part of her mouth, slight wrapping around her tongue. Toying with her a bit while another cynical like object began to emerge from its mouth, a transparent form that was around a few inches long enough to fill her mouth. Though it didn't approach at all at the moment.

The lower region just kept rotating, playing with her clit slightly. Once in a while the speed of its spin increased before slowing back down. Keeping up the pace of this as the monster seems to try and force her to have an orgasm, for a full taste of her energy.

She regretted opening her eyes as the thing loomed closer, transforming as it neared. Her heart rate increased further, something she had not deemed possible as it moved toward that mouth with a tongue. She had been surprised that it did not just force it in and choke her with it.

It was gentile in a sense pushing slowly. The taste hit her tongue seemed somewhat juicy, the taste similar to that of another woman. It stilled her tongue from moving much though as it worked it's way in and out.

What the cylinder had been for she could not say though that rotation below coupled with the suction at her breasts pushed her on further. As much as she attempted to hold back the storm that assailed her she barely kept herself in check then came. The floodgates gushing as it tapped her in such a delightful way.

Muffled as it was a moan came out from her mouth but she knew it was not finished just yet, not stopping thus far, blue eyes flicked to the cylinder caught up with the matter of what it was for in the first place and yet it was too hard to contemplate as she was kept on that blissful high for the time being.

Playing with her tongue, the monster simply kept on stimulating against hers as it moved slowly extending deeper into her mouth reaching to the back of her throat. Thinning out a bit more as it basically grabs the end edge of her tongue, vibrations could be felt as it seems that the end of the tentacle became close to that of a vibrator.

Along her breast, the suction cup slowly started to morph into mouths themselves with a hint of a building vibration coming from the back of the 'mouths'. Though the intensity of the sucking didn't stop, instead started to increase as though the monster was trying to milk her from there.

Drinking her orgasmic energy, the tentacle that covered her pushed in harder against her while it spun around. But it was careful not to penetrate her just yet.

At the back cylinder a gurgling sound could be heard as some thick white substance squirts into the tube. Though it wasn't much, it was enough to fill less than a quarter of the insides.

While inside of the vents another popping sound of metal could be heard as the monster was preparing something. Wanting to align her pussy up perfectly to the vents entrance.

She gagged a bit, getting use to the tentacle in her mouth that had reached the back of her throat. The reaction was automatic but one that she had seemed to get use to quick enough. She didn't know if there was something in that slime that neutralized that effect. Her father had once had a tube stuck down his throat and had been given something to suppress his gag reflex and she would have wondered about this had not that gurgling sound grabbed her attention.

She flicked her gaze to the cylinder again unsure what that fluid meant.

More popping from the vent she could see that the metal of the vent had warped as it continued to draw her closer, angling her even as she was forced to ride out that orgasm. Mouths now sucked at those nipples and that spinning sensation only carried on.

Her first orgasm bled into the second so fluidly that the first never seemed to end, it lessened briefly then peaked once more. Her body shuddering in it's grasp, her eyes nervously went to the vent then the cylinder and then the vent once more.

Drinking in her sudden second orgasm, the monster got a bit excited as its intensity increased some more around her pussy. The energy taken was given to its main body that still remained in the vent hidden away, preparing to penetrate once it has enough. While some of that energy produced its semen that went to fill the tube that was aimed at her mouth. At this point the sticky fluids filled up to the half-way mark, with the end of the cylinder slowly started to morph and alter to form of that of a cone. Though it made sure that nothing dripped out of the tube as the supplies slow down to a few drops at a time.

Slowly the monster began to release the part that was covering her nose and shift the flesh up to the sides of her head, gripping down as though to keep her head in place, to keep her looking forwards. While on her breast, the mouths started to shift away from just sucking her nipples. Instead they slowly opened wider as though to once again engulf the rest of her breast.

It wasn't really noticeable just yet but the body in the vent was retracting deeper in there, while a strange thick oval phallus lump was forming in the center of entrance. It was slow process, but it was forming there.

Her head was held with her gaze kept forward. The bonus was that the slime had peeled away from her nose though she was unable to move away. Only her eyes could flick this way and that though there was not much to see. What she witnessed was the frightening visage that the slime took and that cylinder now half way full.

Those mouths on her nipples enlarge to engulf more of her breasts. Stirred further though it kept doing what it was doing. Kept on that high all she found she could do was tremble in it's grasp suspended there in the air well above the floor.

It even seemed more excited now as if her chain of orgasms encouraged it further. It did not stop, that second release bleeding into the third as that tentacle of slime pumped into her mouth forcing her to moan out around the intruding slime.

As her third orgasm came, the tube filled up with its thick seed. Absorbing much of her energy the monster prepared for now for some proper penetration. Though the body that hid in the vent was still in the midst of transforming, it moved on that cylinder and approached her mouth. At first it seems like it was coming in at a slow pace, sliding in atleast a quarter way before thrust in a powerful slam to the back of her throat. The end somewhat force lodges roughly there, though it couldn't go any further than that, as the fluid was held in tightly within the tube. The tentacles around her head starts to force her to lean her head back to allow an easier entry to her throat. Though once her head is all the way leaning back, the cylinder doesn't move from its current position.

While doing this, the monster was slowly pulling her body in to as close to the vent as possible. And even so, started to try and force her lower half into the square entrance. The oval shape object rubs against her clit and another heavy clicking sound from in the vent could be heard.

On her lower body, the piece that covered her pussy began to spread to the side as they held open her lips while the two tiny tendrils remained in like they were there to push as much of her inner walls apart as possible.

Her head had been tilted back as that slimy tentacle pressed into her throat, slow at first then catching her off guard with that quick thrust. “Mmph!!!” She saw that the cylinder had been full now as she was lift up further.

She could still hear the buckling of metal from the vent as it continued to transform. All the while she had been held open as if to offer the thing a better view of those moist pink insides or …

Her eyes snapped open wider as she made that connection as it moved her closer to the vent. Was it spreading her open to have easier access? Was it planning on or had something large in mind? Shit, her eyes focused on the malformed vent that she was about to be pulled into. Was she even large enough to fit? Would it even care and just pull her in any way?

Her feet pressed to either side of that entrance in a vain attempt at not being drawn into that vent. A few seconds perhaps, she was not strong and there was the tentacle still about her neck but she had been hit with a sudden surge of panic responding out of instinct as self preservation kicked into over drive.

As the monster pulled her close to the vent, it didn't put much of a fight against her as she tried to keep herself from being pulled in. Its intent wasn't exactly that, no, it was something else. And now that it had her in a perfect position, it could spring into action on a moments notice. Another click could be heard in the vent. Followed by the sound of something snapping and a large phallus object launches forwards...

...And misses.

The large object had launched outwards of the vent with the aim of her open pussy, but had totally missed. Either on purpose or not, it didn't matter. What came of it was a massive in both length and width, it had clearly up and just about passed her bellybutton. Slowly the object started to retract back into the vent with a click after click after click, it dragged along her stomach until it made its way back.

Though it sensing of how her resistance had started to increase, it move on to tightening its grip and keeping her in place. As the tentacles that held onto her head moved up to have her head lean back to as far as possible, which basically straightens out her throats entrance enough so that the cylinder has a perfect aim right down the hole. It started to bury the edge of the tentacle down into her throat.

Her feet rested either side of that vent though fortunately it had not tried to reel her in further. Her relief soon ended, that sound forewarned her of the object that shot straight out of that vent. Either it missed on purpose or she had reacted enough to dodge it moving as much as those restraining tentacles allowed.

She was unable to brake their grasp though, her eyes widened in terror once she saw what had missed her.

Oh my GAWD!

That was it's member? It was huge and now dragging against her as it retracted. Click by click she had been reminded of a tape measure retracting back into place save the difference in sound. No way was that going to fit, it was going to kill her.

And as that realization was sinking in her head was being shifted as it continued to drive into her mouth, just as quick as before though even deeper. She tried to struggle again before it had reset falling on her head would probably be fatal too though she wasn't thinking that far ahead in dreading with the problem before her. No use though she might be able to dodge it once or twice more but it was to strong or she was too weak to escape.

Doing her best to watch the vent she listened intently for any warning not that it was a long term solution it was all she had thus far.

Reeling the massive object slowly back into the ventilation, the monster moved to keep her from struggling too much as it tightened its grip around her body. Moving on to align her better with the angle of its phallus tentacle, the sounds of its clicking into place continued. Like it was building up its strength for the next thrust.

While the same time, the cylinder moved into a slow thrust only lightly into her throat. Though it didn't spill any of its fluids.

The clicking slowly made its way to the sound of the metal bending, indicating that its now being wound up. With on her lower half, the tentacles made sure to hold her pussy wide open for its powerful thrust that is coming. At the same time, parts of the monster that is playing with her body started to slow down and pull back. Like they were going to give the penetration more attention.

Soon, the final sound of metal being bent comes, followed by a sound of snapping and the phallus object launches forwards. Aligned perfectly this time, it makes a full powerful penetration and pushes all the way up into ramming her cervix at almost inhumane thrust. The force was enough to push her womb up like it almost was going to crush it, along with creating a huge outline of the phallus appearing from her lower body and stomach.

The force was enough to push her body forwards onto the cylinder object and having it bury deep into her throat, where it suddenly started to spray its thick glop straight down to her stomach.

The tentacles had secured her in place, she was aligned with little option to move. Sure she could wiggle a little but it wasn't going to be enough to avoid what she knew was coming. She struggled, definitely out of options though it began pulling back some even slowing the pace of that tentacle in her throat.

“NNNNNNNNNNGGGGGGGGGGGHHHHHHHHHHHHHHH!!!!!!!!!!!!!!!!!!!!!!!!”

She screamed, the sound muted a bite by the tentacle that had now buried itself deep inside her throat. The power of that thrust that lifted her up or rather in her case down but she did not “fall” to far before her feet came back to that vent, the grasp on her arms preventing her from falling.

What they did not stop from falling were those tears that spilled down to the floor beneath her. Tears ran up her face rather then down given her position. That slime may have been malleable but it hurt like nothing had before. Even the smaller tentacles that held her opened were useless.

The bulge in her belly made it feel as if she were going to burst, her insides ached. Whatever small bits of pleasure she was brought had been masked against that intense pain that filled her up so deeply like nothing before it.

In that instant she felt her insides being shifted about, no doubt there had been some permanent injuries, she had never had to make use of the medical facilities of this place, at least not to her knowledge and thus had no idea at how good they were but there were other things that entered her mind.

As it finished? She tasted that seed as it was dumped into her throat, doubted it was and could hear those clicks as it began to retract. Her answer was no, given how quick it was still pressing into her throat though she slackened, her knees buckled and her legs no longer had the strength to push back against that vent to remain standing albeit upside down. Either it would have to secure her legs or draw her into that vent since she could no longer prevent it from drawing her into it.

As the tentacle had thrust deep into her, it gave a few seconds of remaining still before slowly retracting. The sound of clicking could be heard as it shifted backwards, but didn't completely leave her pussy. Leaving the bulge of its tip there. Though the sound of metal being bent could be heard again from the vents. But this time there were too few of clicks of the sound this time, right before its thrust in once again. Pushing into her cervix once more, pressing a bulge from her stomach once again. But this time, the thrust wasn't as powerful as the first.

...Than it started to pull back again, giving at least a few seconds before it began to move. Like it was repeating its pattern. But what it seems like it was slowly picking up the pace.

While the phallus object moved outward, the tiny tendrils that were in there buried deeper into her. Making way for her cervix, the feeler moving along with a slight massaging motion against the entrance to her womb.


The cylinder tentacle that held into her throat finished unloading its fluid, it began to morph back into a normal tentacle that began to move back and forth slowly. Thrusting in against her muffles as it seemed to tease in going deeper down.