Her body expertly played with. Those tentacles adapting at the last moment to better satisfy the lust building within her. Etolie gasps grow even louder as her own nipples are tweaked, sucked and twisted. That pace relaxes enough so as not to overwhelm her.

The bucking beneath her makes that difficult. It's something that neither can control. Etolie is lifted up into his downward thrusts. It was like she was riding a bucking bull trying to unseat her. Even so she had managed to hold on if only barely. She found that focusing in on one thing at a time helped. It slowed her down when she analyzed the plunger. Processing it as she heard the cries beneath her. Or were they her own?

Etolie was wrapped up in pleasure. Riding out the next high it took her a moment to process his words. Realizing that a question had been asked of her she pauses, the handle of that plunger resting against the sex of the prefect.

“Ohh ...” She pauses. Wrapped up in euphoria. Then Etolie returns to the present. “W-What did you have in mind?” It had become clear to her that the prefect was oblivious to what they were saying. That or she didn't react at all. Could it be that they communicated on a different level? She was uncertain. There was too much for her to consciously filter out. Her mind sought to shield her from the “worse” of it to keep from being as overwhelmed as the prefect was.

“W-What did you have in mind?”

"She seems rather concerned about getting pregnant." he responded, an ominous touch to his 'voice' now. "Lets give her a fright."

The composite cock buried in Etolie's snatch shuddered as the organs nearby shifted, parting slightly to reveal a serpentine tentacle cock emerging from a protective, muscular sheath. From its embedded ducts, a burst of liquid soaked her nethers in a pleasant coating before it emerged up and outwards. As it homes in on the prefect's punished cunt, several narrower lengths emerge as they push open her pussy. A scream bubbles up from the prefect's throat, only to get cut off by the lengths coiled around her neck giving her a warning squeeze as the thing slides into her depths, pushing out the smaller length that had occupied her depths.

Etolie's enhanced senses was able to follow the passage of this newcomer with ease, the way her victim's mound swelled up slightly giving away the location of the tentacle cock pressing up against her cervix for a moment before the smaller lengths pushed into her cum-packed womb. For a brief moment, the tendrils churned up the womb's contents as the tip formed a tight seal against the cervix - the pleasant sensation of something moving at the base, sliding up the shared-senses that she enjoyed for a moment before the thing ejaculated what felt like a semi-liquid orb inside her. As her cunt contracted sharply against this unnatural intrusion, the prefect realized what was being done to her and began to struggle.

"No... no! Anything but that!" she started whimpering.

A sharp thwack - a flat-headed tentacle had lashed against her thighs from behind, as if chiding her for her resistance, while her tight pussy continued to milk the tentacle as if driven by some wild instinct. Another hit, and she creamed herself as the second gelatinous orb slid through the cervix and into her womb. By her third orgasm, she had stopped struggling, but even now she shook her head as she tried desperately to stop the passage of the pleasurable things into her innermost depths.

"Your turn." he spoke. "Play on her fears. Make her want those pills more than anything..."

Etolie could feel those sensations. In a way the three of them were locked together. Or at least the two of them. She didn't believe that the prefect was feeling the same sort of connection that they were. She could feel the new cock displacing others. She felt the sting of those hits. Even tentacles around her neck.

These sensations had been dialed down by his doing but there was no denying that they were there. In addition the eradicate movements beneath her caused the cock within her folds to twist and churn against her. She ended up dropping the plunger as she braced against these sensations. That and the thrill of the prefect's panic.

She needed no encouragement. Though Etolie paused. Collecting herself after gasping and squirming in pleasure. She waited long enough to recover so as to speak clearly.

Leaning down her mouth was set near the prefect's ear. She whispered though she was certain that he heard. “My my. Let me tell give you a quick biology lesson. You've heard of killer sperm right? They seek out and destroy the sperm of competitors increasing the odds of that seed passing on it's genes.” It was all BS. She heard people speak of killer sperm only for the theory to be debunked. She was counting on the prefect's terror to distract her from logical conclusions. That and the fact that she was unlikely to be a biology major give the wide array of majors out there.

She felt something moving along that tentacle cock. Something more than just cum. An egg perhaps? Or something like it. Renewed struggles took her out of it for a moment. She moaned. Then tracking that earlobe with a tongue. As the prefect pleaded in vain.

“Well you need not worry about those men being the daddy. Not after this takes root.” Etolie grinned. “Feels good doesn't it? I wonder just how effective those pills will be. Of course they might be your only chance now.”

Her hips went wild then. As she was filled up the prefect's ass was punished in response. “AH! OH! Cumming!”

She came undone shattering around him. Collapsing down of the prefect below her. Etolie twitched as she was wrapped up in those spasms of pleasure.

(Apologies for the slow reply, had to replace some computer bits)

The prefect had certainly heard Etolie, but the sheer crisscrossing of pleasure had cut off anything she could possibly say in response. But to Etolie's heightened senses, the fear - followed by her body's instinctual reaction at the idea, was all too visible. The way her heartbeat rushed on upwards at the possibility of getting pregnant, while her vaginal muscles eagerly milked the tentacle and her womb seemed to suck up the gelatinous spheres. By the time the fourth sphere had been pushed into her womb, she had hit her own ceiling of ecstasy, screaming into the fleshy tentacle that muzzled her cute mouth. The suckers on her ample tits suddenly pushed off, leaving her painfully stiff, reddened nipples exposed to the cool night air as Etolie collapsed on top of her.

The tentacles waited for Etolie to finish her how climax before pulling the two girls apart ever so slightly, the thick tool sliding out of the prefect's abused cunt once it had delivered its payload. The prefect's womb swelled out ever so slightly as the slick spheres continued to slosh around in her insides, each motion drawing out fresh pleasures judging by the way her pussy instinctively tried to prevent anything from leaking out.

"Nooooo..." the prefect gasped, too weak to resist anymore.

The narrower, yet more precise tentacles took this time to coil around Etolie's body, honing in onto her erogenous zones with practiced ease, working to pleasure her while she came down from her wild, orgasmic high. The suckers on Etolie's sensitive nipples had switched to a slow, circular licking motion as they toned down their motions even further. The narrowest, wormlike-like lengths coiled loosely around her arms and neck, providing a small amount of support for her to recline against.

"I was wondering what you were going to do with that tool." he finally speaks, one of the lengths tapping the handle of the plunger she had instructed him to bring.

(It's fine, computer problems suck)

“YES!!!” It could have been to counter the prefect. More likely it had been in response to those smaller tendrils. Separated from the prefect Etolie looks on at the aftermath. The swollen belly, those aching nipples. Even her own tingle in delight. The biting sting from them being so sensitive soothed by the slower motions and licks.

She rests back against the support provided. An index finger swirling over the prefect's belly buying her some time as she collects herself. Finally she speaks. “Looks like you're going to be the next octo mom. How many eggs was that? I lost track after six ...”

Etolie let's her words linger there. Her attention shifts as he speaks to her. Eyes settle on the plunger. A wicked grin spreads across her features as she takes up the tool. Holding it high enough for the prefect to have a clear view of it she ensures her attention with a pinch of a nipple.

Once she has it she waves the device back and forth. “Lucky for you I'm quite strong,” she bluffs. “I could suction those eggs out. Not much I can do about that cum. It might not all be neutralized if I act too quick. On the other hand once those eggs adhere to your walls I don't think I can get them out. Hm. You just might need that pill after all. Provided that I am successful. That is if you give me a reason to care. What will it be?”

She can feel those movements beneath her finger. While unfamiliar with the plunger she is quick to figure out how it's suppose to work. Maybe if she used it while pressing down on the prefect's belly she could succeed. Probably not but if she could drag out the terror just a bit longer so be it. She didn't quite answer in regards to her plan figuring the prefect would be clued in to what they were saying. Then again she spelled most of it out.

His apprentice was a natural at playing upon fears real and imagined. If he had the face or the musculature to do so, he would have smiled at how smoothly Etolie worked those perfectly-reasonable lies into the beaten prefect's mind with all the fluid articulation of a master diplomat. The slick tentacles coiled around the prefect's body picked up on exactly how she was taking this news as her cunt instinctively clamped down on the slick, gelatinous spheres roiling around in her womb.

The dull ache from watching those tentacles seemed to fade as Etolie continued to watch them caress and tease the bound prefect as if it was some kind of extension of her very being. When her mind mentally redirected them to play roughly with the prefect's tits when her voice faltered, they responded by seeming to read her thoughts and interpreting them with an eerie level of precision. When she directed them to lightly slap the prefect in the face, it did so - metering its motions precisely to inflict pain, but not damage.

Perhaps it was the constant arousal from the tentacles eagerly caressing her body, or perhaps it was the fear of having to give birth to more of those monsters that would no doubt ravish her and others on campus - and it would be entirely her fault for not stopping them somehow. When Etolie proposed a solution, and capped it of with a superb 'That is if you give me a reason to care. What will it be?', the prefect finally submitted, spreading her legs and whispered out as the tentacle working to muffle her fell away.

"I'll do anything you say." the prefect continued, no longer trying to twist her body away from the tentacles that eagerly groped her eye-catching breasts. "Please... I beg you... please, help me..."

"I wonder if she has any keys to other interesting locations..." he finally spoke. "Think she'll get in trouble if she loses any of the keys?"

Begging hardly ever worked. Her own experience often dissuaded her from using that tact when she was cornered by one of the island denizens. It was so thrilling to have such sway over another. Still, in this instance she considered the prefect. Picking up on those same cues of ear. Etolie noticed now that the prefect refrained from battling those tentacles.

With suggestions offered Etolie thinks. She sits up on her knees. Eyes closed as she tilts her head back toward the ceiling. Even with her eyes closed she feels her head buzzing. Still her focus doesn't shift until she finishes speaking.

“Likely. If she's patrolling this late. Keys may not be missed until someone covers her schedule.” Being a night shift Etolie doubt that there were many who would volunteer for the duty. Then again it could be performed by different prefects on different nights too. Those not having early classes the next day. Or it could be that this prefect had later classes than the others.

“Regardless a copy can be made with the right material so no one even thinks it's missing.” She gazes at the prefect. Her head still buzzing for a few seconds as she focuses on the bound student.

“Anything? That would be tempting. Of course after all this who's to say you'll keep to your side of an agreement. I know that there's a notorious basement at this school. I'm willing to bet that you prefects have keys to that place or other fun places.

“I would be your lucky day if you have them. Anyway ...” She stood up moving to stand over the prefect. Then sitting down over her face. Etolie sat with her own head in the direction of the prefect's feet. Teasing the end of the plunger over her sex she used that filth tool to cover the entrance completely. She tried to establish a suitable seal.

“Your tongue will dictate how much effort I use ...” she began. Of course she would revise things as necessary as they went along. Something material like keys was a far better trade off if they were present. Naturally she could simply bully the prefect at a future date if she was not pliant.

"Manufacturing a replacement takes up some time, if we are to acquire one, I'll need to study the lock, or the key for a while." he explains. "Perhaps she can tell us more."

More of the slick tentacles now coiled around Etolie's shoulders, tiny - almost distant pinpricks followed by a relaxing coolness as she felt threadlike, almost microscopic threads caress her skin. He was doing something to her, what it was, it was impossible to know - but the way those threadlike tips brushed through certain points of her body, it felt quite relaxing.

At the mention of a basement, the prefect was confused - then panic as she realized what Etolie had meant. She must've been quite nervous at the idea of the place because a powerful pair of suckers latching onto her tits was what it took to draw a pleasurable yelp tinged with pain from her.

"T-those places are for misbehaving students... W-what do you intend to do?" she blubbers out as the suckers start aggressively sucking on her tits again. "Y-you're not going to take me there, are you?"

Even when the prefect was blindfolded, Etolie could sense the motions of her eyes from behind the slick tentacles at the small pile of discarded, stained clothing sitting in the corner that reeked of cum. The fear of being locked inside one of those rooms with such a cruel, domineering monster had stripped her of the will to speak, but it was clear that her body had betrayed her when a pair of tentacles drifted towards the clothes and began to slowly turn them over. In a few moments, they had found a small ring of metallic keys and a plastic card similar to the student ID that Etolie had. In a display of serpentine stealth, the tentacles lifted their prizes noiseless upwards into the ceiling, leaving Etolie to direct her approach.

“Your tongue will dictate how much effort I use ...”.

The prefect didn't respond, and as if guided by her own thoughts, one of the stronger tentacles hanging down from the ceiling suddenly slapped her hard on her ass, causing her to arch her back, inadvertently tonguing Etolie's proffered snatch. When she stopped, the tentacles punished the prefect again with sharp, angular strikes to her legs and buttocks until she continued to obediently service Etolie. Of course, the tentacles eventually circled around Etolie as well, playing with her tits and brushing up against her tight rear. Something moved to brush her face, painting her lips in a delicious, oily liquid before exuding a warm, delightful mist into the air.

“I … uh … thought so.” Etolie responded about the keys. Tiny tentacles felt as if they had seeped through her pores. It felt as if she had used a very effective hand lotion. Her skin tingled with the warmth of his passing.

Still she had managed to gather the prefect's attention. The way her eyes moved beneath the tentacle that sealed off her sight told her of that fear. She heard it in the voice as well. That caused her to smirk as she debated what she was told. Her mind kept on working on that even as she responded.

“You mean to tell me that you shouldn't be punished? Fraternizing with the staff, neglecting your duties. Perhaps I should teach you a thing or two. I know there are far more tools there then here. Of course that would mean making them wait for you even more. You'd never get that pill if I just forget that that you're locked away. Hm ...” she let that sit in as she repositioned herself.

With a hand pressed to her belly she pressed some of that cum out even as she yelped in pleasure. That tongue carving into her after that sudden smack. Sealing the prefect's pussy with the filthy tool she worked between pushing her hand down while making useless actions with that plunger.

“Oh. Yeah. Taste that pussy.” She squirmed in her perch as tentacles began to coil about her and play with her body. She could feel the disturbance in the air as well as the slight drop in temperature when that fragrant mist was added to the ordeal.

She squatted a bit more pressing down on the prefect's face while sticking her ass up and out at the same time. “Oh fuck … yeah ...”

Etolie's retaliation had been swift, cutting right into the very core of the girl's fears. Of course, if she was locked up in one of those room and left to rot, there would be no way for her to get those pills she had mentioned. The way the bound prefect shuddered at the idea of being left all alone with a load of 'eggs' in her womb to give birth to even more of those monsters must've frightened her so deeply that she raised her face to kiss Etolie's cunt, then start using her tongue to explore that slick opening. Things here were far more complex than he had believed beforehand, and his curiosity was piqued even further.

"N-no! I mean't... I... it was because... I was okay with just once... but..." the prefect's blubbering defenses crumbled apart as she let out a weak, erotic moan when the tentacles continued to grope her tits.

"Humans sure are interesting..." he mused.

More tentacles continued to press against Etolie's shoulders, providing a warm, deep massage as the more muscular lengths wrapped around her thighs to make sure she was comfortable. No such provision was provided for the victim - tough lengths roughly playing with her tits while she was forced to pleasure his student while the muffled squelch of the strange tool sealed on the prefect's cunt filled the silent air as another slick, finger-like length worked its way into Etolie's ass.

This newcomer pressed up against the occupier as it seemed to partially melt around it, slithering up into her depths - giving her the mental image of a serpent rapidly climbing up a tree as it made its way into her depths. The slick gel it exuded rapidly soaked up into her as it worked her way into her depths, bringing in familiar waves of warmth that massaged her inside out as the newcomer worked against her favorite spots as it journeyed along into her. The larger length, as if not to be outdone, began to undulate ever so slightly, the dense muscles moving nodules, ridges, tendrils and fleshy protuberances slowly, further painting her insides with those relaxing fluids.

When the pair of suckers latched onto the prefect's eye-catching tits picked up their pace, she let out a low moan and pushed herself even harder, driving her tongue in slow, pleasurable sweeps across Etolie's sodden lips before kissing the clitorial hood, paying attention to how her 'mistress' responded, then following up by using her tongue on those favored spots. The way her vaginal canal moved, desperately trying to push out those gelatinous orbs from her womb as they continued to warm her up from the inside was noticeable when Etolie put her hands on the prefect's stomach.

Etolie could come up with all manners of bullshit on a whim. It rarely mattered in the heat of the moment. Fear tended to guide the responses of others and only time and thought tended to shatter what she said. Or if she actually dealt with someone that was knowledgeable about the way she twisted things to her own ends.

The air filled with the scent of that mist. A stark improvement to the smell of sex that clung to the air. Though not gone it was at least diluted. A relief to sharp senses. She nearly shot back up with that tongue working against her so suddenly. If not for the tentacles pressing inside her keeping her bent over the prefect she just might have had.

Tentacles massaged her shoulders while the two went to work on her insides. She moaned out. Stilling for a moment. It took a few seconds to process the prefects words. Then a few more to gather her thoughts and steady herself against the pleasure she was receiving.

“Even once is a violation. How many violations have you wrack up since I wonder? Oohhh ...”

Distracted again with the movements inside her rump Etolie didn't get a response. Perhaps she needed to lift up more. No that wasn't it. She wasn't smothering the prefect and there was some space for her to pull away in order to grab breaths. The answer came in the response of that tongue.

Shivers rushed through her. The bundle of nerves felt more enhanced now than before. Her hand pressed down on that stomach harder. She could feel the eggs or whatever they were dissolving. Was the pressure actually braking them or was it because of body heat? She could not say.

Surprisingly the plunger was actually working. Or was it her hand assisting all that cum along. Each time she broke the seal there was a river of cum that poured out to the bathroom floor. She even saw some circular things. Some of the eggs or whatever they were that hadn't dissolved yet. She didn't have the time to examine them in detail.

Continuing to press on that belly and work that plunger she was a victim of the assault of tentacles and tongue. “Oh! Yeah!” Her hips gyrated grinding down over the face of the prefect.

From the sounds of it the girl was being tormented. She could hear tentacles twisting and coiling over those breasts even as her ass continued feeling the assault. “Oh God! So close! I'm … I'm cumming!!!”

Her own juices flowed out of her then smearing all over the face beneath her.

“Even once is a violation. How many violations have you wrack up since I wonder?”

There was no way she could respond after that. As the slick lengths moved to claim their prize, the prefect could no longer speak coherently as she was made to pleasure Etolie's snatch while she was fucked in the ass, pumped brutally, and molested by those tentacles that seemed to delight in squeezing and sucking on those hand-filling tits of hers. As Etolie's senses were further sharpened, she could feel the tiny capillaries under the skin expanding at her impromptu interrogation, forming a bright red blush. The colors shifted ever so slightly as the alien enhancements kept up with her physiology.

One after another the slick, partially-melted orbs continued to get tugged out of her womb, their passage through her cervix despite its efforts at keeping the glistening orbs causing some of them to distend and break, spilling their contents onto the already messy floor. Whatever it was, it smelled wonderful. Smooth, strong enough to completely cover up the stale scent of semen and sweat, and even the subtle scent of dirt on the plunger.

"I think you've gotten all of them." he piped in, and that's when the prefect was allowed to climax, spewing several gooey, broken orbs from her womb that dripped to the floor, sending a fresh burst of that almost-addictive scent that threatened to overwhelm everything. "Wait, never mind. Now you have."

Below Etolie, the violated prefect shuddered as she attempted to breathe, getting a faceful of Etolie's nectar for her trouble. His attention was drawn at her as she struggled to breathe. Eventually, she swallowed the paltry remnants of her tattered pride and opened her mouth, letting Etolie's sodden cunt trickle down that tangy nectar of hers.

"So, what will you do with her?" he asked Etolie. "I have some ideas myself, but I was wondering what you'd do next..."

Etolie's senses exploded. The new scent had her spinning mixed in with her latest orgasm. “OH GOD!” She stilled there. Locked in place between those tentacles and tongue ravishing her.

The smell of sex was quickly replaced. Citrus. That was the closest thing she could associate the scent with. As it invaded her lungs it felt good. Energizing in a weird way. It took her a moment to sort through her thoughts and make sense out of the euphoria she had been brought to.

“Uh … ah … s-she has the key to the basement. S-So many toys and tools there.” That or the prefect could get them. I think we task her with getting those keys to us. That and delivering herself back into our clutches. Give her a time limit to get all that done.”[/color]

Etolie dropped the plunger. “Or we have her skip her engagement with the guards to see to these things first.” It was easy enough to spin another lie. She waited for his input. A few moans parting her lips before she climbed off the prefect.

“I believe I got them all. But with all that cum, well, I am uncertain I got here in time.” Pending his suggestion dictated how she would continue on from there. She turned to better face the prefect who was still being savaged by that tentacle. Her breasts looked as if they were going to pop with the way they were being tormented and squeezed.

The air in the toilet felt heavier now, and the subtle light that permeated the room in her mind's eye began to dim as the tentacles connecting her body with his were strained by what felt like an invisible force. It was a pleasant segue after the sheer volume of sensory input from before, and he continued to lather her up with that pleasant 'lotion' that felt like it was melting right through her skin, spreading out to dull her hyper-sensitive skin.

"This card looks like yours." the smaller, finger-like tentacle turns the plastic piece around, inspecting the lettering, the photo. "If you had this handy, I'm sure you could slip into her room..."

"Next... these keys I took from her look similar to the elevator key you had me fabricate." he explains. "Given their smaller size, I am unsure of what they're used for, but I'm sure we'll figure them out."

The sensation of being watched filled the room as the more muscular, organ-lined tentacles now directed their attention to Etolie, rather than the exhausted prefect whose body still shuddered with the aftershocks of the multiple climaxes that had crashed through her psyche. The prefect had been fucked ragged, her exhausted body unable to even respond while the more autonomous tentacles outside of Etolie's 'control' seemed to lavish fresh attention on their unfortunate victim.

"I was wondering... if you would be able to cast that... memory erasing spell you mentioned on her." he finally continues, after taking a brief moment to grope the prefect's tits. "This way, she would end up using the crowd in our favor when she keeps them distracted... while we make our next move."

Etolie's stamina had only been marginally better. That and she had access to things that had refreshed her from time to time. Else she would have been a mess like the prefect.

Booty was revealed to her. First in the form of a student ID. She nodded as he explained what it could be used for. “Better. These Ids are used everywhere. Getting lab or computer time. Access to the library and checking out books. Meals in the cafeteria are tracked by them. And of course getting into buildings like the dorms as well as one's own room.” She went into a little detail.

“On top of that if you loose them it's easy to get a replacement. I don't think the old card gets canceled either. I suppose it could be. But a student probably would have no need to do so unless something seems out of the ordinary like their allowance for meals keeps going down."

The key had promise. It would be likely to be missed but outside of changing locks it wouldn't matter. Harder to explain the loss of it but Etolie didn't have to make those explanations. It appeared to be an elevator key. Figuring out what it went to would be a challenge. Still, it was something she could figure out in time.

“The spell?” She dwelled on it for a moment. Over the years she learned to do the incantation on the fly. It was a mix of the arcane and more mundane hypnosis techniques. Rather than implanting a suggestion she blanked a period of time. She was only good enough to blank recent events. Nothing more than a day old and often within the last hour or so, or the most recent ordeal if she took longer.

“I can do that. We'll have to depart within a few minutes of the conclusion. It causes a bit of a stupor for a brief period but if we're still here afterward it's likely that the target will throw off the charm. They start questioning things and can piece them together if I'm present. But sticking around sort of defeats the purpose.”

She grinned then moaned with all those dancing tentacles that applied that lotion to her. She could sense that the guards were all together somewhere downstairs. With this distraction they'd be free to look around a bit more.

Maybe this key was used on the elevator granting additional access. Even if it didn't there were plenty of other buildings to check.