As 263 restrains first her body and then her wings, Lorielle's frustration grows even greater. The sexual energy and need going through her body so great that it is almost physically painful to the young Star Faerie. As her song is cut off by the tentacle driving deep into her throat, her eyes bulge and tears start streaming down her face as she is going insane from the inability to release her arousal and lust.

*No..No.. I don't* she protests mentally.. and 263 will realize that she believes she is speaking the truth - as she is in conscious denial of her own subconscious desires and lusts. But even if she isn't consciously aware of the fact.. her body responds to his taunts. Suddenly her throat constricts around the tentacle.. and begins spasming and milking the thrusting shaft almost as if he were fucking her vagina instead of her esophagus. This may even be the first time that 263 has felt/witnessed a female having a throat-gasm.

263 has claimed many throats, and it's not surprised to find fucking hers as pleasurable as the average vagina. But it is both surprising and entertaining to find her body trying to relieve her sexual frustration through it, deriving as much pleasure from the experience as it gives out of sheer determination. Still, the tentacles instincts take over - specifically, that which feels like a cunt should be fucked like one. The tentacle begins pounding down her throat without deference to even her ability to breathe. But while 263 knows her throat could take many more tentacles than this, it has other interests at the moment.

*You are a slut, longing to be raped* it assures her. *And I'll give you what you want. But first, you must give me what I want. And I want this ship, and all the women on it. You will help me claim them.*

Even though her body achieved some kind of release, it is obvious that the 'throat orgasm' doesn't do anything to satisfy the lusts and arousal running through her body. The fact that the tentacle starts fucking her throat faster and deeper doesn't make it any better for her either.

263 can sense that her mind is definitely breaking under the strain of not having any release for the arousal and lusts in her body. If he doesn't give her some kind of full release soon, her mind may permanently break. Her mental voice is weak and almost laughing *I'm.. just.. a slave. How.. can I... possibly... help you?*

263 can see the tension in her mind, ready to burst, ready to break in a way that may never be repaired. So be it. If she breaks, it thinks, then she breaks. If not, she'll resist, and be all the more fun to ravage for it. Either way, it knows how to get what it needs out of her. The only problem is figuring out what it needs.

*You are a slave here, but you are more than the average girl, aren't you?* It can see the knowledge in her memories - the knowledge of her race and her kin. *You can fight back against your captors, if you have what you need, can't you?*

As restrained as she is by 263, he can feel every muscle in her body vibrating and pulsing with the frustration of the star faerie's arousal. Even as her throat keeps spasming and milking his tentacle, tears stream from her eyes and her pussy is practically flowing with her need. Her nipples are so flushed with blood they appear almost purple, and her clitoris is swollen to the point that it pushes out past the hood and is almost visibly twitching with her pulse.

The raktar had previously destroyed the first layer of her mental defenses.. and he can practically hear it as the second barrier shatters.. and then a third.. and finally the last barrier of herself. Each one broken and destroyed to an extent that she will never be able to build them up again.. at least not against him. It is all that she is able to do to try and hold on to a sense of identity now - and not just become 263's fuck-puppet. And it may not be avoidable at this point- whether she is granted release or not, she might be fully enslaved to the raktar.

She can hold no secrets from him any more - and he sees not only the abilities of her and her kind, but even the fact that she is a Princess of her race.. and one of the strongest seen in generations. All of their abilities and techonlogies - everything the Faeries have hidden is revealed to him - including where to find MORE of her race.

*I..could fight.. if I had..my weapons. But there are dozens.. hundreds.. of men on this ship... loyal to Racio. Even with them.. I could not defeat so many.. on my own.*

The girl's mind is like a book spreading open before 263's sight, its pages fluttering as they turn by, one after another, filling the raktar with knowledge and understanding. Understanding of who the faeries are, what they are, where to find them. And as it understands, ideas start to come together in the creature's mind. The faeries are truly a powerful race - dangerous warriors, full of agility, cunning, and powerful magic. Lorielle may even be underestimating herself to say that she couldn't take on this ship alone. But if the others are anything like her, then they share a powerful weakness - lust. Rape one long enough, and she'll bow to her captor's will. And such a powerful slave would be a great asset, in time.

But those thoughts are for the future. First, the original plan of taking over this single ship must be completed. Yes, the single broken faerie slut before it might be able to do it all on her own, but 263 wasn't going to chance it if it didn't have to. What alternatives, then? It had already broken several girls on the ship, but none of the others were much for fighting. Lorielle was the key.

"You will not be alone. I will help you get your weapons back," it told her in her mind, as it moved a tentacle up to tease her pussy, slowly stroking the edges of her folds without even the promise of penetration. "And then we will take out Racio, and any of these men we must. But the women will not be harmed. They are mine to fuck. Understand?"

As 263 gathers knowledge on the Star Faeries from Lorielle - he'll come to understand that for all of her rank, Lorielle is also a bit of an outsider amongst her people. While it is true that the Faeries can be dangerous warriors, it is clear that, as a race, they prefer avoidance and deception to confrontation - unlike the far more direct Lorielle. Also while they ARE a very sensual and sexual race - the dark fantasies of exhibitionism and gangrape are, if not Lorielle's alone, than at least not a racial trait. Still - an army of Star Faeries would be quite formidable indeed.

Meanwhile, Lorielle continues to suck and swallow powerfully around the tendril in her mouth and throat. She bobs her head against it, as if urging it to go further down her body even as her esophagus keeps spasming around it as if in orgasm. When the raktar starts to tease her pussy, she moans loudly and tries to arch up and impale herself. Her folds seem to open up on their own, her clit so swollen that he can watch it twitch as if it is trying to make contact with that tentacle.

On some level, the faerie realizes that she is included in the 'They are mine to fuck' statement.. and at the moment, all she can think is 'Gods, please yes.'. Still there is reservation in her mind. *I am sure.. that some of the women.. will fight as well. Shir-Si.. at least.. is devoted.. to Racio.*

263 understands, fundamentally, that the faeries are neither inherently adventurous nor prominent, and that his new toy's sexual desires may not be shared by her entire race. But it doesn't really matter. With Lorielle, the monster knows how to find them. And using and controlling them will be something that 263 will figure out for itself. But that is a concern for later.

For now, there is the ship to worry about. And of the several women it's broken so far, only this one seems to be much good for brute force. Still, she may prove enough, if it can keep her on its leash. Its tentacle starts to pound farther into her mouth, and deeper down her throat, until its tip is wriggling within her stomach. It slides back and forth quickly and without tenderness, keeping her throat filled. But it will not fill her cunt. As she arches her back to impale her folds, the tentacle moves back, keeping itself just barely teasing her lips.

It does grant her some mercy, however, by turning its attention on her clit. A tentacle between her legs turns to face her mound, and its head opens up. Tiny, dexterous tendrils extend from the opening, and wrap around her clit. They tug at the engorged nub hard, squeezing and rubbing fervently.

"I will deal with any women who resist," it assured her. "Your job will be to assist me, in as much capacity as you can. For starters... you will be a distraction."

Lorielle continues to moan around the tentacle in her mouth, throat and stomach - swallowing rapidly and massaging the tendril with every muscle she can offer. A muffled whine escapes around the thick shaft as it keeps teasing her, not letting the faerie impale herself. 263 will sense her will starting to crack and break even more.. and soon if this keeps up, she might break entirely and become useless as the warrior/tool he seeks her to be.

When the raktar though begins to thoroughly torture and tease the faerie's clitoris though, the female screams into the tentacle stuffing her mouth. Lorielle orgasms so hard, that 263 will actually feel her clit throbbing and pulsing as it teases her.. the nub swelling and flushing with even more blood - making it even more sensitive than before.

As the tendrils keep stroking and squeezing the sensitive bundle, Lorielle screams again as a second orgasm crashes through her even as the first one is dying. And then a third... and a fourth. The raktar realizes he could probably keep her in this state for hours, maybe even days, if it so desired.

Even as her body finally gets some release, if not relief, her mind still manages to converse with the raktar. *Distraction? How?* she asks - even though it is clear that she suspects the 'obvious answer' that she is going to be 'rape-bait' for the entire ship.

Even though 263 has watched the faerie orgasm dozens of times, and caused her to just as many, the power and enthusiasm with which she cums is still surprising. It hasn't seen a woman climax so powerfully before, or so constantly. Her body is clearly built for sex, a well-honed tool for fucking. And though 263 still needs her on its leash, it can't resist partaking of her body.

As her second orgasm starts to hit her, a tentacle suddenly rushes into her cunt, filling her in one swift stroke. It starts to fuck her hard, pounding against her cervix with enough force to shove her forward. The tendril strokes steadily, keeping her pussy filled and enjoying the feeling of her vaginal walls clenching around its shaft, her cum running down its length. Slowly, it starts to absorb her nectar through its skin. It nearly shivers at her flavor.

But the monster's mind remains focused. This girl is a true prize, but there are plenty of other treasures to be had, if it can put its plans into motion.

"When the time comes for me to remove the males, they will respond quickly. I must be ready to deal with them as quickly as possible. But this ship is built securely. I cannot move through it unseen." 263 knew she knew the answers, but it also knew she'd want to hear it spoken. "You will take me where I need to be. And then you will let them rape you, for as long as it takes for me to conceal myself." As he spoke, a second tentacle drove into her pussy, fucking her in tandem with the other.

Under the raktar's unpausing assault, it can watch as the faerie again seems to experience the same disassociation of mind and body that she did earlier - only this time it is in the reverse circumstances.

The faerie's body is in complete sexual overdrive. As the thick tentacle shoves all the way through her pussy to her cervix, her back arches high, causing the bulge in her abdomen to show even more prominently as the tentacle plows in and out of her at incredible speed. Her throat vibrates around the tentacle in her throat as she attempts to sing out her ecstasy around the other tendril. Her nipples and clit are all darker and more erect than they've ever been, and yet as 263 teases her, he can feel the sensitive points throbbing, pulsing and very slowly getting even harder and larger... as if trying to give him more surface to tease and pleasure.

Even as he drinks in her nectar, her juices spray out past the tentacle with each thrust into her pussy. Her g-spot pulses and throbs against the tendril as her walls not only spasm and grip at the invader, but they seem to actually be trying to pull him deeper. He quickly brings her to more orgasms than most females he's caught have been able to endure, and yet the faerie only seems to be encouraging him to keep going... to go further.. push her body even farther. A fact that he is more than willing to take advantage of as the second tentacle drives into her beside the first.. fucking her just as hard and deep and fast as the first, but alternating the rhythm. Lorielle responds immediately by cumming even harder and faster.. each time one of the tentacles drives against her cervix drawing a muffled song of ecstasy from her throat as she climaxes again. Truly it is as if he has met a creature meant to be the female counterpart to the raktar.

But just as her body seems to be left nothing but a mindless, tireless fuck-toy - her mind seems clear and coherent.. completely unaffected by what is being done to her physically. There is no surprise in her at all when he tells her that she is to let the crew rape her. Even if there were another way, it has long been made clear that this beast enjoys making and watching her orgasm.. and will take every opportunity to make her do so. *And how am I supposed to take you anywhere unseen? And if I'm 'taking you' somewhere.. how am I to distract the crew? It's not like I can move you around WHILE being raped by the entire crew.* Despite her seemingly calm words though, he can feel the excitement in her mind.. the arousal that the idea of being raped by hundreds of males on the ship bring to her.

Despite the gravity of its planning, 263 can't resist the temptation that is the faerie's body. She's so sensitive, so eager to be pleased, that every bit of stimulation plunges her into another enthusiastic orgasm. And although she's already tumbling through what most women would consider a climax, one after another, her body yearns for even more, as if not even orgasm itself can sate her appetite.

Naturally, 263 isn't reluctant to oblige. It's almost a challenge, the way her body asks for more and more, while giving every bit back. Tentacles extend to her breasts, and press against her nipples. As they press more and more, their bulbous heads begin to cave in, the indentations molding around her breasts like cups. Then, the cups begin to suck firmly, pulling against her nipples and her titflesh like hungry mouths. While those tendrils keep her chest busy, the twins in her pussy thrust harder and faster. They begin to swell, growing wider, stretching her tunnel further. And as they do, ridges begin to grow along their length, aligned with her g-spot and the dozen other most sensitive areas of her love canal, pressing up against them and rubbing firmly.

And yet, it holds the fullest extent of its capabilities back. For the time being, its intent is not to fuck the woman into absolute submission, but to pleasure her enough to keep her sane, while promising her what she truly wants - to be ravaged and turned into a truly senseless fuck toy, so overwhelmed by endless pleasure that she'll never want to move or think again. The tentacles promise her this, and more, if she can complete her mission.

"You will move me first, and then you will distract them," it clarifies for her. "And as for the how... you do not need to take all of me. Only a small part. And your body has ways of carrying such a piece." As if to emphasize its meaning, one of the tentacles in her pussy began to prod her cervix more firmly, starting to push its way through.

No matter what the raktar does to her, Lorielle's body not only seems to take it but actually responds enthusiastically to it. A sharp cry of pleasure escapes from the faerie as tentacles press into her nipples. Her breasts seem to respond by swelling fuller, her nipples throbbing until she swears that the tentacles are going to actually push INTO her breasts. But instead it is the tendrils that seem to give way, molding around her breasts and then sucking on them hard. Immediately the faerie arches even harder into the voracious cups as something completely unexpected happens.

Milk begins to stream from her breasts, flooding the cups and tentacles. And the harder they continue to suck on her mounds, the faster and thicker the streams of milk become.

Not only that, but the twin tentacles driving into her pussy stretch and harden, growing textured inside her tunnel to tease her even more thoroughly. And 263 is rewarded with the way her walls cling and vibrate even harder as her honey squirts out harder and faster.

Very few races that the raktar has encountered have been able to endure this kind of treatment and maintain their sanity.. more than a few in fact would probably have died from cardiac arrest by now. But it's almost as if the MORE the faerie is fucked, the harder and more she needs it.. truly she seems to be inexhaustible at this point.

Despite what is being inflicted on her body though, her mind maintains the communication with the raktar. As he tells her that she only needs to carry a part of him while prodding at her cervix - he'll feel the faerie's imagination run wild. A part of the raktar inside her.. inside her womb??!! If she allowed it into her like that.. it could fuck her any time.. any place.. in front of anyone. Not only that.. she only has it's word that if she agreed to carry it, that it would actually leave her completely and not leave part of it inside her even when it moved to take over the ship. IF it did that.. she'd be forever at it's mercy.. it could do whatever it wanted to her.. whenever..wherever. Perverse visions of it making her cum violently in the most public of places.. resulting in her being gang-raped over and over again flood her mind.

Then there is an almost audible "explosion" as the vision breaks, and as happened earlier, the 'disassociation' of her mind and body collapses. Suddenly Lorielle's mind snaps back into her orgasming body - while still imaging all the public, indecent things the raktar could do to her.

The reaction of her body to the reunion, and the visions.. as well as the penetration of her womb is immediate. The faerie arches up so hard that her back and head are completely off the floor. Only the tentacles in her pussy and throat support her body as she twists and thrashes like she is being electrocuted. Her limbs flail helplessly in ecstasy. The short heavy spurts of her milk and honey turn into continuous streams - gushing faster than the raktar can drink them up. Despite the 'insanity' of what her body is experiencing though, the raktar can sense that Lorielle's sanity is at no risk from this extreme form of pleasure.. all the more proof that the faerie is seemingly MEANT for this kind of abuse.