Her enhanced senses were a distraction as well. Hearing all that was going on around her with ease. The locking of the door. The scrap of wood set in place as a barrier. Etolie was just getting started. The air tingled with the influx of her manifested power. Then it quickly fizzled out with his touch.

The tentacle against her ass soon pressed inside her causing her body to shift forward. Held in place by other tentacles that targeted those sensitive tits. Others caressed them while others still massaged against her clit.

“AHHH!!!” She gasped out. Her body rocking back and forth. That magic all but gone as she quickly lost her hold on matters. Finger-like tendrils massaging her inside and out. Fortunately her senses weren't boosted further or she would have completely lost it. As it was she was quickly racing towards a climax.

“I said … no … AH … distractions! F-Fuck!” Etolie felt that increased heat in her core. If he didn't stop soon she'd already plunge over that cliff as he continued to stimulate her nubile body.

“I said … no … AH … distractions! F-Fuck!”

The enhanced senses seemed to shift at his touch, the worst distractions thankfully easing off while more tentacles converged upon her body. Almost like human fingers they continued to feel up her body with the touch of a rapt admirer, deftly avoiding her sensitive spots which were being played with by those leathery lengths. The thing in her ass shuddered as ducts opened up and marked her insides with a gooey, warm liquid that let it slip even deeper into her as nodules and ridges shifted upwards to caress and massage her sensitive insides. For a brief moment, there was a sudden blank to her heightened sense of smell, before it gradually returned to normal.

The softer lengths playing with her tits finally withdrew, leaving only the powerful, fleshy suckers pacing themselves on toying her nipples so as not to push her too hard. The few remaining tendrils slowly shifted their attention to her dripping cunt, the soft lengths toying with her adorable pink lips and giving her twitching pussy a welcome distraction from the intruder now making its way up her ass. This continued for a few moments until he finally spoke.

"Consider this a step up from your previous lesson, since you did so well that time..." he spoke at last. "Instead of focusing outward, focus on filling your body with that power. You can do it."

Suspended there and bound all her sensitivity made the task far more challenging. After a moment he dialed it down a bit. Caresses deviated from areas. That tentacle erupting in a goo that made it easier for it to dig a bit deeper into her. Etolie was brought up to the tips of her toes.

Senses were lost. It was like a light switch being flipped. Had she been a bit more coherent she may have thought that it had something to do with that goo deposited in her backside. Then they returned at a normal level. It was quit unusual seeing that she knew what she was missing as overwhelming as they all were.

“AH!” Even with things dialed down as they were Etolie felt the sheer bliss coursing through her. He backed away from spilling her over that edge and she didn't know what was worse. Being so close without that relief or toppling over into that abyss.

Her heart pounded. She could hear the beat in her ears as it pumped blood through her veins. Breathing heavily she heard him speak.

“I'll … I'll … try … uh!”

She attempted to focus. Grasping on to that energy it slipped through her fingers with another distraction that caused hr to twist and shiver in those restraints. Attempting again her hold on her magic faded. It was only on the third attempt that she had some success. Envisioning her magic as a green orb twice the size of a basketball she shrank it down.

Making it smaller and more manageable as she compressed it Etolie pulled it into herself. Feeling it spread throughout her core as energy traced along her lips. All the while she attempted to shut off those distractions but try as she might there was no way she could ignore the press of the tentacle inside her or the numerous ones that swept over her curves keeping her on the brink of release.

Still she managed to hold on as she imagined her magic in ways she had never considered before. Now how was she going to project it outward? Was she even having some success since she was envisioning the entire process she was unaware of anything actually happening.

Despite her initial failures, he was patient - shifting her senses further downwards while letting the thing in her ass ease off on its progress into her. The way she moved even when restrained - yet clearly eager for more caused his muscles to tense up in erotic anticipation as the tentacles playing with her body gave her a little room to focus inward, and as she succeeded in holding it within, he finally coiled a pair of powerful tentacles around her thighs and adjusting the restraints, lifted her fully from the floor. Smaller lengths pressed against her shoulders, watching carefully for any sort of strain that could damage her body and rapidly directing the fleshier, girthier tentacles to provide cushioning as gravity took a hold of her.

The suckers on her erect nipples eased off as well - the tongue-like organ buried in a delicate ridge now only licking those stiff nubs slowly, but even as her senses slowly returned to her usual threshold, being blindfolded still worked to attune her sense of touch. More suckers sought out her neck, back and the insides of her thighs and latched onto her soft, delicate skin as she continued to slowly, but surely get the hang of drawing her mystical energies inwards.

"Very good, now - visualize that power flowing out into me." he instructs her, and the fleshy ridges on the intruder appears to bloom into a series of pleasantly soft 'mouths' that start to massage her insides, picking out all her new-found good spots and caressing them in sequence so as not to overwhelm her.

Etolie found it easier to concentrate. Her body wasn't as aroused as it had been when that water creature left her wanting for more. Sill there was no denying the pleasure those licks and touches brought to her as she was lifted off of the ground. Senses bleed away to normal levels. Things didn't feel as sharp as they were though they still distracted her on some level.

It was not as intense so a panting Etolie managed to work through things well enough.

Etolie's breasts were burning yet soothed at the same time. As sensitive as they were they had been her kryptonite in a way.

“Ooohhh! Ahhh! Unghhh!” She gasped. The muscles of her ass throbbed and contracted around the tentacle that found itself lodged there. Breasts heaved up and down as she moaned out. Words cutting through that haze and she attempted to do as instructed.

That gathered energy moved to her chest. All of it collecting there. Then migrating it up her throat and into her head. She felt light headed with the onrush of energy. Envisioning him on the ceiling above her Etolie imagined that energy passing through the top of her skull floating upward.

It took some doing on her part as he alternated between drawing the energy into her then expelling it upward. She ha not manage to do each at the same time not yet working out how to direct that energy to him without first gathering it into herself.

She whimpered from the strain and the pleasure that hit her at the same time.

She had taken a different direction that that he hoped, but regardless - it was a step forward. Soft tentacles settled around her head, tracing the flow of her energies as he kept eyes on how she used that magic. Suckers latched onto her neck and head, nibbling gently on her skin as the tendrils playing with her breasts pulled back to make way for a larger, twitching organ that rubbed a thick, warm layer of almost-gelatinous fluids on her chest, followed closely by finger-like organs massaging the warm fluids onto her skin.

His many hearts beat wild at this discovery, the pulses of blood causing his veins to bulge ever so slightly. This had the side effect of causing the tentacle in her ass to twitch at the fresh supply of blood, growing just a little larger...

Particular attention was paid to her nipples, the soft tips of the fingers brushing against those erect nubs, while the distended organ brushed against her stomach, up her sides and on her back as the tentacles continued to work the warm fluid that had the welcome side effect of insulating her nude body from the relative cold of the basement. The 'fingers' continued to work the 'gel' into her body with a slow, relaxed pace more suited for a masseuse than a tentacle monster as the twitching organ painted her shoulders with that gooey liquid that blanketed her skin.

"Yes, you are doing quite well." he spoke, as the length up her ass continued to exude that pleasant warmth and massaged comfort into her. "I desire more of this power. Can you do it?"

Etolie felt those suckers adhere to her neck and shoulders. Her head stabilized as other tentacles moved against her chest. Once they pulled back another shot that gooey substance against her. At first she thought it had ejaculated but the familiar scent assailed her nostrils. That coolness against her warmed as tentacles slide against her painting her in this gel.

A warmth was instilled in her. The tentacle inside her ass seemed to swell a bit further as if filling for a release. Throbbing as he held back as she was stuffed with more of that gel that poured out from the underside of that tentacle.

“Oh! Ah! Oh fuck!” More of that gel found purchase on her shoulders. Skin warming up against that chill in the air. Though her nipples remained hard as they were toyed with. Each time they were even brushed against she felt a surge of warmth fire through her chest.

Whatever she was doing she was doing well enough. “M-more? I'll … I'll try.” With the increase of stimulation it was harder to concentrate now. Still she managed as best as she could. Gathering this energy inside her she continued to expel it from her head. Was this warmth from the gathered energy? The gel? The way her body quaked against that touch? All of the above?

Etolie was uncertain. She was unable to think about it much as her concentration had to focus elsewhere in order to harness that energy. Her breathing became more labored. As a euphoric glow spread across her features she was reaching her limits as far as gather this energy went. At least with all the distractions that ate more and more at her focus.

Despite how her senses were toyed with, her hearing remained sharp - honed even further by the fleshy blindfold, and the stillness of this basement. And the only noises aside from hers was a disconcerting crescendo of flesh moving over flesh - as if something was being pulled out of a small gap - dense, rasping masses breathing the cool air of the basement, it sounded like. Whatever was happening didn't seem to bother her instructor - rather, he let out a rumbling groan of what definitely sounded like satisfaction as the shuffling mass seemed physically closer to her as he continued to feast(?) in the magical energy she gathered for him.

At least that's what it sounded like.

It was only when her focus on spellcasting finally faltered that the tentacles converged on her body, shoving the things already on her body out of the way. A freshly-lubricated length batted the languid length already in her ass out, then wormed into her ass first, and the tendrils that peeled out from it offered her that rush of power again as it pumped those delightful chemicals right into her, the drugs rapidly crossing her blood-brain barrier and enhancing her senses again. Each layer felt stronger now - more attuned to her needs than just random spurts. The familiar, three-headed thing brushed against her slick nethers while fresh suckers latched onto her sensitive nipples, roughly batting what felt like exhausted tentacles out of the way. These turgid newcomers felt tougher, and throbbed with a pleasant heat as they eagerly coiled around her body and lifted her up just so that it was no longer the ropes holding her up.

"You have done well, and I thank you for all you've done." he speaks - and his voice sounds clearer, sharper. Aside from the subtle intonation changes, he could have passed for a fully human voice now. "As you've tended to my needs, it's only fair that I continue to sate yours. Now, what do you desire from me?"

When the flow of magic failed her he seemed to come alive. The way that larger tentacles batted away the smaller ones only reinforced her thoughts that they were several beings and not just one. Was he a collective of sorts? Etolie was unable to think of it for long. Her ass just emptied was filled once more by one of the larger tentacles.

Chemicals flowed within her even as other tentacles secured holds around those sensitive nipples. Another playing against her sex. Senses exploded as everything snapped back to her. Each nodule. Each divet. She felt it all in incredible detail as she was hoisted up.

Suspended by ropes and tentacles she lost hold on the rope she was holding. Senses told her just were it was as momentum caused it to swing back and forth. She could grasp it when it swung closer to her body but it was just out of reach as it reversed course.

“AH! OH!” She wasn't prepared for the suddenness of it all as she was impaled. Her body thoroughly aroused as her brain processed those chemicals.

He spoke, his voice felt both close and far as his words seemed to bounce off the walls. It was almost as if it echoed. A question that took her brain a moment to process.

“Oh! J-Just fuck me! Give it to me! Ah! S-Stop teasing me!” Her toyed with pussy was soaked beneath that three pronged tentacle.

“Oh! J-Just fuck me! Give it to me! Ah! S-Stop teasing me!” she gasped out in response.

"What an honest request." he responded. "Of course I'll oblige..."

...and with that, the tentacles that had been jostling against one another to get at her suddenly shifted their full attention on her. Instead of the slow, methodical teasing and edging, the tentacles shifted tactics...

The wet splatch of dense liquids hitting the small of her back echoed in the chamber as several tentacles of a variety of sizes rushed one over the other to claim her various erogenous zones. The things latched onto her nipples stood their ground, the cartilaginous 'ridges' moving to bite down on her quivering tips while the newcomers eagerly fondled her tender breasts. The tentacles coiled around her thighs pushed her legs apart to let the familiar three-headed shaft press onto her drenched sex, the 'heads' moving to open her sodden box ever so slightly before using her lubrication to slide right in. The nodules on it's length brushed against her tingling clit with each inch, trembling rhythmically with each pass.

The thing in her ass appeared to squeak as it was pushed into her depths, the dense layer of semi-liquid lubricant covering the intruder making it quite easy to fuck her ass hard. The hairlike tendrils exuded from it continued to brush against her best spots with each powerful upthrust while each quivering ridge on its length massaged her sphincter hard as it continued to pound away at her tight rear. Smaller lengths coiled around her well-proportioned waist, moving her hips around in a slow, semicircular motion as those marvelous tentacles continued to eagerly rut away at both her holes.

A pair of muscular lengths, throbbing with an inner warmth coiled around her wrists, padding them from the roughshod jerking she would experience as the two tentacles continued to pound away insider her sodden cunt and eager ass. The sound of mechanical clicks sounded above her as the restraint on her wrists was peeled away, the tentacles eagerly making their way onto the palms of her hands as she lowered them.

"There's always room for more... right?" his voice sounded so close now - as if he was standing right next to her as a third tentacle, it's nodule-laden length brushing against her lips and prodding against her tongue. This newcomer had a flat, angled head with a mass of linear ducts dripping a thin liquid that seemed to fill the stale air with much-needed oxygen - and the subtle scent of the seaside - as it wormed its way onto her mouth, pausing only to 'feel' up her tongue before it began to tease her sensitive tongue.

As the sea of tentacles fight over her Etolie cries out as she feels the ones on her nipples bit down. They get jostled by others but do not relent. This causes her nipples to move this way and that further teasing her. Gel is splashed against her back. There's no shortage of tentacles that rub it against her.

“OH! SO BIG!!!” Her cunt stuffed once again by that familiar tentacle. Her heightened senses allow her to tell each apart. Even the ones that are similar in nature sport some differences and of course there are those that are vastly different from their peers.

She hears the rattling finding tentacles against her palms. Her legs are spread farther apart. Her waist held by this alien/demon. Etolie is suspended there. Her hands moving against the ones in her grasp. Her muscles clench against the tentacles pounding into her with such a rhythm that she hardly moves. As one drives her forward the other pushes her back only for the process to repeat itself.

“Good God!!!” She can't remember a time when she was so thoroughly taken. She finds herself cumming hard yet he does not relent. Rather he escalates things with the presence of another familiar tentacle. Breathing in the oxygen rich air she finds the flat tentacle playing with her lips.

A muffled moan escapes her as it fills her mouth. She both feels and tastes it against her tongue. It tastes a little salty or is that just the scent in the air scrambling her senses again. Overloaded in part her mind doesn't have the time to sort out things. Almost as if she has synesthesia now. Scent being linked with taste. It goes beyond that. Each touch upon her is linked to sound. Or was that just her moans?

She clamps down on the tentacle in her mouth. Sucking she bobs her head up and down in response. Her grasp tightens against the ones in her palm as she quickens her movement against them. Her own orgasm did not end. In fact it was growing. Inflating like a balloon until it finally popped. Her cries growing more frantic the closer she got to that blissful state.

As her teeth sinks into the surprisingly soft flesh, the nodules swell up to press against her teeth and lips, the ducts quivering as they continued to unload that delicious liquid into her throat. More tentacles coil around her neck as as it lets out a slow, low-pitched squeak. The tip is forced open and a trio of narrow tendrils spew out along with a surge of sweet, gel-like liquids that paint the inside of her throat with liquid pleasure. Of course, it's not quite done - the soft flesh peels apart to reveal the tough, leathery layers within as it begins to thrust into her throat, her gag reflex drowned by the surge of tangy pleasure already.

The trio of twitching tips brush against her cervix with each upthrust, the heads slowly, but surely fraying apart as her tight snatch wrestles with the intruder, squeezing it hard as her lubricated cunt works hard to pleasure the shifting cock in her cunt. This sensation is further amplified as a pair of muscular tentacles coil around her ankles and thighs, guiding her legs closed and providing further pressure that has the things chirping in delight as her tight body is fucked three ways.

The powerful suckers eagerly 'chewing' and tugging on her nipples are soon joined by smooth, and what felt to her sensitive tits as slick - almost gelatinous smaller lengths that slowly coil and fondle her tits. Despite their delicate appearance, they demonstrate surprising strength as they molest her breasts hard, then pulling them apart to slide a fresh, dripping and twitching length into her cleavage before her breasts are squeezed together. This newcomer spurts out a fresh spurt of that marvelous, sense-enhancing gel on her tits as it's uncertain gestures are rapidly replaced by a synchronized set of motions drawing a superb tit-fucking out of her.

Make that four ways.

The low creak of metal as more tentacles converged on her was buried under the sounds of her own moans as the creature (or was it creatures) swarmed over her, fleshy, finger-like lengths eagerly rubbing the liquid bounty on her skin which rapidly draws in the stuff through her pores, attuning and focusing her senses even further. Taste, touch, scent and hearing condensed even further - focused just so to let her enjoy it without overwhelming her. Hairlike tendrils caressed her neck and arms, admiring her as she eagerly bounced four ways on the tentacles that was having their way with her.

When she would finally orgasm, the thing in her ass twitches - the sole warning before it unloads a warm, pleasant spunk in her ass that leaves her refreshed, awake, and even more aroused as the thing finally pulls out to make way for an even larger tentacle cock. Blindfolded as she was, there was no way a normal human would have perceived it. However, her body was sensitive enough to pick out the motions of the large tentacles judging by the way they displaced the air. It squirted a fresh layer of lubrication on her quivering anal hole before it pressed on, slowly pushing the large, throbbing heads onto her ass.

Etolie felt a coating of liquid run down her throat and collect in her belly. Her throat was both numbed and awakened at the same time in a manner she could not quite explain. Whatever the substance was made her even more sensitive to touch. Even the flow of air tickled against her skin whenever she managed. For the most part she was breathing through her nose.

Yet at the same time her gag reflex was suppressed. Even thinner threadlike tentacles emitted from that tentacle as her mouth was fucked. Her cries and moans muffled against it as she was thoroughly taken from below.

Her grip tightens against the held tentacles as a fire continues to burn in her. Fatigue is quickly setting in too as she is overwhelmed in more ways than one. Not only are there so many tentacles taking her at once but her own senses are scrambled as they are enhanced to feel even more.

“Mmph!!! Uhnn!!! Ohhh!!!” Her tits sucked on and fucked as well there are too many tentacles to please at once. The way each has to fight for it's spot is oddly arousing to her. As if each has to earn it's place. She does the best she could to keep up.

It isn't long before she feels her body spike with the onset of her release. Then it begins crashing as energy fades to a dull spark. Only then does she feel an infusion of heat filling her ass. A warmth surges through her. Spreading throughout her in rapid succession. All of her skin feels warm as it tingles with this radiance. At the same time she's shocked back to life so to speak. Empty reserves of energy filling up quit suddenly matching those ever increasing arousal levels.

The last time she was so thoroughly aroused that water creature simply left her to suffer but this is different. Feeling the tentacle exit her another claims her after a strong spurt of gel against her ass hole.

Then it slowly advances. Her tits bathed in gel tingle even more than the rest of her. It feels as if her chest is going to explode given how sensitive they were prior to the gel. Even the one pushing through the tunnel of her cleavage causes her breasts to burn with desire. It's almost as if her tits and mouth have been temporarily transformed feeling as sensitive as her own pussy as she's transformed.

Another cry. Another orgasm hits, then another, but they have no effect on eradicating that energy seeing that the ejaculate or whatever drug that had been in her ass was still in affect and had only been released a scant few moments ago.

Etolie hears the rattle of chains but even that has been dulled given the strength in the other sensations wracking her body. Etolie continues to cry out in that muffled way as each trust fully takes her. Her grip, lips and muscles closing around him as tight as they could as he continues to overwhelm her.

The grunts and chirps from the tentacles made it clear - the way she was using her body was quite arousing. He returned the favor by redoubling his efforts as her orgasms started to hit home. For every orgasm, he responded with more tentacles pushing themselves to the limit to pleasure her - only exhaustion causing them to drop from her body - only to be replaced with eager lengths determined to give her exactly the sort of wild pleasure she had asked for. When she thrashed wildly, moaning and quivering as she was fucked hard, he responded by ejaculating inside her - the fleshy gills on his main body expanding and contracting hard as he put in the effort to make sure she was not left wanting.

She's really into it. Damn shame she has physical limitations... for now.

When the suckers on her nipples finally yielded, they were pushed away by another pair with a different set of suckers. These were fleshy, tongue-like lengths that wrapped around her erect nipples and began to tug on them as a vacuum seal was formed when they all spiraled inwards to trap her breasts. These newcomers worked hard while smaller, finger-like lengths fondled and caressed her tits while the thing titfucking her finally sprayed its payload, filling the air with a pleasant citrine smell as the gooey chunks splattered on her chest.

That's when the thing pressing against her cervix shuddered, the spiral tip opening up to push a trio of hair-thin, serpentine intruders right into her packed womb. The lengths coil around and around, swaying in her bloated womb like an undersea plant, stirring the dense liquid inside her and sending waves of relaxing warmth through the core of Etolie's very being. Every inch it pushed through her cervix drew out another crashing orgasm out of her, and the tentacles having their way with her eagerly responded to it by moving even faster to respond to her needs. After all, she had given him exactly what he was looking for...

The seconds melted down, burning minutes into hours as she continued to get fucked four ways - and only when the signs of physical exhaustion began to manifest that he finally started to slow down...

“OH FUCK YEA!” The clarity of Etolie's words were muffled by the tentacle in her mouth. Tentacles came and went as if there were several beings present waiting their turn. Perhaps that was the case, she wasn't sure about his nature. A single being or a collective?

Tentacles left her as they reached their limit only to be replaced by fresh ones.

The scent of citrus was strong in the air as her chest was smeared with a wave of cum. Her nipples given only a moment of relief as other tentacles seized them. Tugging on those rock hard nubs as a payload was deposited in her core. Another muffled cry followed as heat radiated out from the center of her body as those fluids were mixed and churned within her.

How long did things go on for? Etolie couldn't say as her young body was taken again and again. She came countless times. It felt as if her orgasm was one long unending chain.

At one point she began to flag. As she was reaching her physical limits the frenzy of tentacles slowed. Had she sated them all? No. In the back of her mind she doubted that. While all the sensations competing for her attention made it difficult for her to track all the tentacles waiting the shift in speed was too quick for that be the case. Or rather the speed now was dialed down to a simmer. Still enough to cause her to boil over in short order but putting an immediate halt to doing so in mere seconds stretching out the end into minutes. If it continued even at such a reduced rate he would shatter her completely. As it was he still had some time, however limited, it was.