As she’d expected, three of the tentacles released their loads in quick succession. First was the one in her throat, a release she was more prepared for this time. It was soon followed by the one between her breasts, soaking her chest before pulling back to coat her stomach with its hot cum. Finally, the one teasing her clit sprayed its load, coating her thighs and the area between them. Throughout this, she managed to hold off another climax despite the relaxing and sensitizing effects of the creature’s cum; she was going to hold that off until his release filled her waiting depths if she could.

The tentacle in her pussy pulled back while the one in her ass withdrew as the creature prepared for his next attack. After a short but agonizing pause, he started up again, the tentacle slowly pushing back into her pussy, eliciting soft moans of pleasure from her as it carefully hit all of her most sensitive spots. In contrast, the tentacle that sheathed itself in her ass—a different one from before, she thought—simply fucked her hard without the care and teasing of the other one, creating a contrast that threatened to push her over the edge right then. Very soon, she was dealing with several more tentacles in addition to those two as her hands were guided to a pair that seemed to need only a little more help before they would release their loads, another pair gently bit her nipples, the one that had been in her mouth continued to brush her lips and leave traces of that wonderful liquid there, and one last one thrust into the well-lubricated valley between her twin peaks. Keeping so many shafts happy was tricky even for her, but she quickly got into a rhythm with her hips and hands against their movement while kissing and licking the one near her mouth when she could; the ones at her breasts seemed able to fend for themselves well enough, which was fortunate as she couldn’t really do anything there herself right now.

Once more, he felt her body go slack for a few moments, prompting him to double-check her vital signs and giving her a little more room to breathe. As amazing as she was, he had to take care not to get too excited. From what he had learned of human physiology, they didn't quite enjoy a constant run or reckless penetration that could tear flesh. With that in mind, he abandoned his first plan and started work on the second.

Emptying the tube of his first shaft into her waiting mouth, he shifted it away from her face, switching it for the second shaft that she had serviced with her hands slipping free of her grasp and dangling above and gently caressing her lips to let her know that another throbbing tentacle had arrived to drip more of that creamy ooze onto her waiting tongue.

Intensifying the pace of the tugs and sucking on her breasts as he worked his slick shaft into the soft, warm embrace of her huge tits rapidly, he relaxed the muscles slowly so as not to let his ejaculate spew out this time, but to slowly seep out - further lubricating her tits and then massaging and working the waves of relaxation and warmth onto her eye-catching, completely erect red nipples. Right after that, he pushes the bumpy tentacle into her ass and relaxes it all at once, flooding her with yet another wave of that warm spunk that painted an avalanche of warmth and arousing sensations into her body.

Finally, the upturned, tapered points of the tentacle buried in her vagina placed its suckers and nodules on her favorite spots - and then began to slowly rock back and forth, firmly and deeply enough to caress and hit her favorite spots, while taking particular care not to do any damage, listening in up close to her body's twitches and shudders to guide him to the good spots, while avoiding anything that would make her feel too much pain to the point that it could override the immense amount of pleasure he was plying her whole body with. Slowly at first, then faster and faster - the unusual shaft eagerly exploring her wet pussy this way and that also began to throb with that familiar heat and muscular ripples that told her everything she needed to know.

She couldn’t tell that the creature had changed his plan, just that one tentacle had been replaced by another at her mouth and some of the others had changed their speed. She wouldn’t have cared if she had known; she was getting thoroughly ravished just like she wanted, and the exact methods didn’t matter as much as the results.

She shifted her head to give herself a better position to lick and kiss the new tentacle. Normally, she’d use a hand to help position it correctly, but they were both busy masturbating other shafts. She was able to reposition her arms to press her breasts together around the tentacle thrusting between them, giving it a tighter passage to move through while letting herself feel its ridges and nodules more clearly.

As her hips ground against it, she could feel the tentacle in her pussy swelling in preparation for release. Come on, don’t let me down. Show me what you’ve got for the students here. Despite herself, she felt her breath catch in anticipation of that coming explosion and her own inevitable response.

The emptied tentacle wrapped firmly around the nape of her neck, raising her head as it applied another coating of slippery slime around her shoulders and explored her wings again - clearly curious to discern their function.

Meanwhile, he kept the shaft still twitching in her ass hard by compressing several muscular rings into a vortex of swirling flesh, keeping her going as another orgasm blew several loads of that sweet, sticky gunk deeper into her stomach. Another wild thrust to keep it in place, and it spurted several more gobs of superb liquid heat into her waiting asshole.

Finally, it was time. Tugging at her wrists to spreadeagle his catch, the tentacles working her sore nipples went into overdrive as the strange shaft embedded into her pussy went wild... and yet taking care not to break her. Taking advantage of the improved sensitivity provided by his cream, he made sure she could feel the waves rush through the shaft, the rings of muscle slacking for a moment to let the torrent of heat pass through the 'tube' of this thing, and finally, with a shuddering sound of teeth grinding of teeth, the monster that held her captive finally began to shoot his semen into his impromptu volunteer's pussy, then overwhelming even her well-lubricated vagina through sheer volume until the stuff filled her womb. This stuff felt a lot more hotter than the slime that he had shot onto and into her. This stuff was much thicker - almost gel-like in its consistency as he poured it into his volunteer, still thrusting away as he painted inner her walls with more semen until her cunt was completely filled with the stuff.

By the time his fleshy reservoir of cum had been depleted, he had started eagerly thrusting again - her incredibly beautiful body, her gasps of delight, and how her body reacted to his treatment all serving to arouse him even further.

Just a little more and...

She barely even noticed the creature’s examination of her wings amongst the multiple climaxes coating her inside and out. If she had—and had realized why he was doing so—she might have been able to explain that they were just for flying. Or maybe not, as the thing hadn’t shown any signs of being able to communicate and she’d have still been more than a little distracted.

The tentacle in her ass finally released its load, pushing her right to the edge of another climax. Knowing that she wouldn’t be able to hold off much longer, she wound her tail around the tentacle in her pussy, the agile organ stroking that invading length and trying to drive it to orgasm.

While she couldn’t know whether the tail-job was what tipped the balance, her efforts quickly paid off. She cried out in wordless ecstasy as the thing’s thick cum filled her, his climax triggering her own. Her juices washed over his length as her muscles contracted around him, trying to milk as much of that thick, warm liquid from him as possible. Wave after wave of sexual bliss ran through her as she mindlessly ground against him, not wanting this to end.

Good girl.

Pushing in the tendrils into her flooded cunt, he used her pounding hips to eagerly rub against her favorite spots, letting the soft flow that now formed as the shaft began to thrust in and out after giving her a moment of respite. After a few moments, he moved so as to give her tail enough room to maneuver, even letting her partially penetrate herself - using the 'rings' her tail formed around his cock as an additional stimulation.

Yes... this is good.

Dangling another loaded thruster just above her lips, he let go of his victim's wrists as he then focused on sliding the two shafts into her enticing bosom, finally settling on four shafts diving in and out into that well-lubricated valley as they recovered from their ejaculation.

Sensing her need, he eases on the rough tugging on her reddened nipples and focuses on working on her hips. A narrow, probing tentacle - a far cry from the powerful shafts she had now become used to, poked around her stuffed cunt before opening up a tiny sucker to latch onto her clit, then looping around to caress the fleshy button with a soft series of strokes.

While all of this was happening, he began to withdraw the nodule-loaded shaft in her ass with infuriating slowness - reaching all the way to the tip of the tapered intruder before slamming it back into her well-lubricated ass. Giving her a few seconds to recover from the shock, he began to repeat this slow tease, followed by a rough fucking for a few seconds before that slow withdrawal started once more...

She was almost operating on autopilot as waves of ecstasy washed over her and drove out more complex thought. As her wrists were freed, she pressed her breasts together around the tentacles between them, giving them another taste of the soft, tight passage the creature had seemed to enjoy earlier. Her hips continued to move in time with his thrusts, a motion that he seemed to take better advantage of each time to keep her at that peak of bliss. Each time the tentacle in her ass slammed back into her depths after teasing a withdrawal caused her to cry out in ecstasy.

Eventually, even the combined efforts of the succubus and her assailant were not enough to keep her at that sexual zenith. As her climax died down, she continued to use her tits and tail to pleasure his tentacles; she had no idea if he was done yet, and she wanted him ready if he was going to keep it up.

Patience is a virtue, and his patience was rewarded as his volunteer began to slack as the throes of ecstasy began to die down. "Listening" closely to her vaginal muscles go slack, he unleashed one more torrent that completely filled out every nook and cranny of her tight pussy - letting the splendid heat radiating from her body shoot another relaxing wave through her body - keeping her filled like that as she caught her breath and began to work on pleasuring his upper shafts with her tits.

You're eager for more? I suppose I can oblige...

Of course, he had to reward her for taking the initiative. Craning her neck gently 'upwards' from where she lay, he slid one lubricated shaft clean through her cleavage, over her throat and stopping at her lips as it lay across her cute mouth and nose, exploring her lips with the tip right as the swelling shaft that had been hanging over her face lowered itself onto her cheek, gently caressing her smooth skin with the engorged muscle, leaving behind another layer of that warm slime that had made her skin so sensitive, that her lips would eventually be to be able to 'feel' the motions of the tentacles simply by how they disturbed the air in this fleshy 'cell'.

Meanwhile, the tapered shaft bottomed out in her pussy began to slowly soften as it folded back together, slowly but surely draining the sticky mass that had been packed into her cunt as it drew out inch by inch, and finally, the tendrils that had been exploring her most innermost depths retracted back and let the twirling tail of his willing partner fall away from his shaft. However, another set of tentacles quickly grasp her tail with a series of quick coils, guiding her agile tail to the next velvety tentacle - even now throbbing with that familiar heat...

She seems so eager. I wonder...

The creature showed no more sign of tiring out than she did. Hardly a surprise; who knows how many tentacles he’s got to entertain captives with, the less sex-fogged part of her brain thought, acknowledging that he was almost certainly going to outlast her. This wasn’t a problem for her; she’d started out with the intention of getting her brains fucked out, so she couldn’t complain when that happened.

As one of the tentacles between her breasts pushed forward to trace her lips, she tried to lick its tip. While she couldn’t see her target, it wasn’t hard for her to feel its approach, especially as the slime made her skin so much more sensitive. Each time those tentacles rubbed between her tits, she let out a soft sigh of pleasure as their ridges and nodules passed over her smooth skin.

The tentacle in her pussy apparently was spent, its three tips slowly folding back together before the length withdrew from her depths and untwined itself from her tail. Several tendrils soon guided that appendage to another tentacle, this one seemingly ready, willing, and able for some more action. Mmm... Come here, you, she thought as her tail wrapped around the offered shaft and gently guided it towards her waiting sex, rubbing the head along her slit but not yet taking it inside.

Giving her some time to recover from having been bottomed out on, the next tentacle ran its ridged shaft up and down her aroused pussy, letting the spongy grooves caress her sensitive folds delicately at first, but as her arousal mounted, firmer and slower to suit her needs. The set of tentacles coiled around her neck loosened somewhat to let her breathe freely for a moment, before the coils exploring her tits began to twine around each other, forming a simple harness that began to slowly massage and squeeze up her tits. A stronger tug at her legs kept them apart as another narrow, finger-like appendage proceeded to rub her swollen clit in the opposite direction.

As the 'harness' continued to grope and tease her breasts, she felt another slick shaft burrow its way into her cleavage from the top, and another eager tentacle tapping at her chin and lips, this one exuding more of that sweet, molass-like substance that felt hot to the touch - hot enough to rile her up even more, while not being unpleasant.

Her tail was demonstrating remarkable recovery already - moving fluidly like so many sinewed muscles working in tandem to explore this new shaft he had guided her to. To reward her curiosity, he let the palps on the shaft open up, relaxing the muscles keeping it bound to give her darting tail a throbbing labyrinth of fleshy grooves to explore as it continued to tease and rub against her dripping cunt.

Finally, the tentacle exploring the depths of her well-lubricated ass began to similarly pick up the pace, spending a few more seconds eagerly thrusting away at her before drawing itself out of the hole in a slow, teasing manner, once more letting its nodules stimulate her anus properly with each 'draw'.

The creature continued its apparent quest to fuck her in every possible way, a quest she was more than happy to assist. The tug meant to keep her legs apart would encounter no resistance from her, and her lips and tongue made efforts to catch the tentacle by her mouth as it teased her with more of that tasty liquid.

Her tail seemed to have the desired effect on the tentacle it was entwined with, causing it to blossom into a series of palps and ridges so complex that she could barely imagine how they’d feel inside her. After letting herself explore those grooves for a while and recover from her recent climax, she smiled and said, “Okay, my turn.” As soon as she’d said that, she started to use her tail to press the captured shaft into her waiting depths. She might have been playing the part of a victim here, but she wasn’t going to give up all initiative to him; besides, in her experience, most of the students started working with the guests at some point anyway.

I should have studied their language a little more, but I think she means she wants to take the initiative...

Sensing her eagerness, he obliges her by releasing the coils binding her arms fully, peeling away the slick shaft pressed into her neck keeping her head up, while keeping a firm grip on her shapely legs. Letting her take his next shaft and guide it to her dripping nethers, he tensed up the muscles on the shaft to 'trap' the coiled tail between the warm folds of muscle, creating a series of protruding bands around his shaft as he eased his length back into her pussy.

With that done, the tentacles exploring her face drip the warm goop on her waiting tongue - letting her experience the heightened senses it brought to her before he carefully moved another throbbing shaft to her lips, then hovering there - eager to see what she would do now, almost seeming to vocalize a low, warm hum that he was sure she could pick up with her heightened senses.

Finally, after hovering around her tits for a while, the twin tentacles with the powerful suckers sniff around her breasts before finding her erect nipples again, 'biting' down on them with the fleshy suckers, once again - hard enough to elicit a response while being careful to avoid doing any real damage.

Not at all surprisingly, her assailant didn’t try to stop her when she took more control. Quite the contrary, in fact, as it withdrew some tentacles to give her full use of her arms. She took advantage of this new freedom, one hand moving to help guide the tentacle into her pussy while the other took hold of the shaft nearest to her mouth. With that length no longer able to evade her attention so easily, she proceeded to lick and caress it before closing her lips around the tip and starting to lightly suck it. Now it’s my turn to tease you for a bit, she thought, the humming sound she more felt than heard suggesting that he was enjoying her actions.

He was no more idle now than she had been earlier, his tentacles continuing to explore and play with her body. The combination of the playful ‘bites’ on her nipples and their combined efforts sheathing his shaft in her waiting passage caused her to cry out in pleasure, briefly freeing the length in her mouth before she brought her lips and tongue back into play on it. Soon, she was back into a rhythm of alternating thrusting against the one in her cunt and sucking the one in her mouth; even with her arms free, the other ones were largely out of her control.

The tentacle in her ass had now reached a frenzied crescendo of thrusts with almost no 'draws', before once again planting itself as deep as it would go into her, and unloading several more shots of hot, molass-like slime into her, then bunching up inwards around her anus to make sure it wouldn't slide out at an inopportune thrust. Once secured, it began to slowly 'wind down' back to its normal size, seeming to nestle up in her insides as it seemed to 'breathe', shuddering a little as it makes itself at home. This slow massage, combined with the hyper-sensitive anus and filled up insides make for an intensive sensation as it slowly regained its strength.

Unlike the tapered ends of other tentacles that she had experienced thus far, this one was tipped by a bulbous end, followed by a series of ridges bristling with muscular nodules that painted her dusky skin with a slick oil whenever she managed to lick and touch it. As she grasps it, the shaft seems to relax, the tough skin yielding to her touch - firm, but eager to see what she'll do. This is followed by the tentacles binding her head and neck easing off to give her some more freedom of movement. It is only the 'blindfold' that remains without moving, firmly fixed over her eyes.

Meanwhile, several shafts already pounding away into the well-oiled valley of her cleavage began to radiate that familiar warmth now, throbbing as they built up yet another torrent of that warm, sticky fluid that was now drenching her through fully. Anticipating this, the tentacles 'biting' down on her nipples coil around her tits and then squeeze them together roughly, working with the 'harness' to titfuck her hard.

Next, he focused on her wings again, noting just how tough they were despite having a delicate air to it, and slid a well-lubricated shaft over her ass, between the base of her wings, making sure to rub more of that slick oil on her back, running up her spine and rubbing away at the back of her neck.

She cried out in lust-fueled abandon as the creature released a load of his hot cum inside her ass, pushing her that much closer to her next orgasm. The tentacle didn’t pull out when it was done, but it did relax and allow her to focus on the others.

The group molesting her tits didn’t seem to need any help, pressing those orbs together as they fucked the valley between them from multiple angles. A slight shiver of anticipation went through her body as she felt the signs that they were getting close to bathing her in still more of that delightful liquid that left her feeling every ridge and nodule of their lengths.

“Mmmm... Aah,” she sighed as another tentacle slid along the entire length of her back, starting at her ass and working all the way to her neck. The examination of her wings puzzled her—she assumed their purpose was obvious even if he hadn’t seen her using them—but quickly forgotten as the tentacle started to rub her neck, massaging in more of that oil and easing any lingering discomfort from the way he’d been holding her earlier.

The tentacle at her mouth was clearly waiting for her to act, and she didn’t keep it waiting long. While the shape was different from the others, that presented no obstacle whatsoever as she closed her lips around its head, her tongue circling the tip as she moved her mouth up and down its length. At the same time, she used her hand to stroke more of the shaft, working it in time with the one in her pussy. Slowly but surely, she worked to bring both herself and her assailant to their next climaxes.