Seraph looked down at Ishtar as he saw the fear shiver into her soul. You are worried about what will happen after I leave I assume? Worried that you will become nothing but a fuck toy to be raped by a pack of lust crazed monsters? Than simply relax and assume your body knows what to do. I will keep you to myself for as long as I can, and that will be as long as you are willing.

Seraph smiled reassuringly at Ishtar, just in case she looked up. He wanted to give her every possible reason to serve him, to not only overwhelm her body with pleasure and desire but to make her mind willing to please him. It would be much more fun for Seraph if Ishtar was willingly using her body to the fullest of it's ability. Much like she was doing now in fact, her fear being enough motivation for her to please him with her warm mouth.

Ishtar was afraid he would say something like that, she didn't know how longer she would be able to keep it. However with each thurst of her mouth, she could feel herself be more and more energized. It was just too humiliating to see all these creatures looking on.

Ishtar refused to look up, to ashamed to make eye contact with the fallen angel. She just kept her pace trying to block out the sight she had just saw in her mind. All she wanted to think of was just Seraph and her, as long as it was just her and Seraph, she was safe.

Seraph reached down and a hand patted Ishtar's head. As she continued to bob up and down on his cock, her warm mouth sending waves of pleasure into his shaft, he sent a new spell into Ishtar. This one of confidence. All of a sudden Ishtar would, quite simply, know that she could keep Seraph happy. She would know that in turn he would keep her safe from the monsters. As long as he was with her she would not suffer the forced rape that most of the other student's were suffering. She would be fucked, that fact had never been in question, but only after she was ready, only after her body welcomed the sensations.

For now Seraph was quite happy to simply let Ishtar's mouth work him off, her tongue assisting it. She had already been addicted to his mana rich pre-cum, and now as a reward for her doing such a good job Seraph increased the amount of it that was seeping from his cock.

Ishtar could feel Seraph pat her soft hair, the brush suddenly made Ishtar felt like she was doing well. Even though her hands were bound, she knew she was doing her best to please the fallen angel, and it didn't matter what was going on around her. She began to tune out what was going on around her as she continued to work on Seraph's member.

She could feel the mana begin to flow through her body, invigorating the blue haired student. Ishtar began to pick up the pace as she tried to move her mouth as fast as possible as her tongue continued to explore the member of the angel.

Seraph smiled to himself as his spell took effect on Ishtar and her fears and embaressment slowly faded away. Her mouth moved even faster as her tongue continued to explore his shaft as it sliped into her mouth. The blue hair bobbing up and down his shaft was quite a pleasing sight, especially when combined with the sensations her warm mouth and tongue were giving him. So much so that Seraph decided to give Ishtar a reward.

The next time Ishtar's head bobbed down, taking his cock into her mouth, Seraph let himself cum. His member pulsed and at each pulse it shot a new spurt of mana rich cum into Ishtar's welcoming mouth. Considering her addiction to mana that should be quite a nice drink for her, and it was also a sign that he was quite pleased with what she was doing. Another good thing for Ishtar as that meant a lower chance of her being left alone. Good girl. Seraph praised Ishtar as she started to swallow his cum, his hand both patting her and holding her head in place so that she couldn't pull back from the erupting cock.

As Ishtar head made one last thrust down, as she did so she could feel Seraph hand hold her head in place. Suddenly she felt a hot release of Seraph, as the mana went down her throat. She could feel herself wanting more and more of it as she felt the raw energy within her. Slowly but surely she was losing control of herself as she drank more of the mana that exploded from his member. She looked up as him as she became more invigorated by the act she was performing. Slowly she didn't even pay attention to what was going on around her.

As Ishtar drank more and more of his cum, her addiction to mana being fueled as her body became more and more invigorated, Seraph smiled down at her, visibly pleased with her. Good girl. Very good girl. He repeated, praising her as his hand continued to pat her. He already had the ability to order her around, and fear would make her willingly follow his commands. But now it was time to twist that a little bit, to make her follow not out of fear of what would happen if he left her, but instead make her follow from wanting to hear him praising her.

Your a very good girl Ishtar. You are exceptional. Seraph praised her again as his cock slowly stopped releasing cum. By calling her exceptional he would have reminded her of just how hard she had worked to be considered that the last time they met. When I stop cumming make sure you suck it clean before you pull back and let my shaft free of your mouth ... my exceptional student Ishtar.

Ishtar could feel Seraph path her head as praised her. She relaxed a little as she continued to clean his member. She need more mana and was determined to make sure not a drop of it went to waste. The praise only made her work harder until she was sure his member clean, she then slowly pulled away from his member. She looked up at the angel's face as she wondered what he was going to do to her next.

Seraph let out a short moan of pleasure as Ishtar sucked his cock dry, making sure to swallow every drop of the addictive mana-rich cum. That sound in itself was another sign of praise, and quite a high one if Ishtar remembered back to their last encounter when he had explained when he let himself moan in pleasure.

Eventually Ishtar pulled back, Seraph's cock as clean as she could get it. The hand patting her head shifted so that it rubbed against her cheek, the touch sending waves of mana into her skin, for a few more seconds before pulling back. The feather that had been slowly moving inside Ishtar's cunt pulled out and wrapped itself around her waist before lifting her up. Within seconds Ishtar would feel the tip of Seraph's cock, currently coated in Ishtar's saliva from when she had been sucking on it, resting against her slit. Ishtar herself was being suspended by the feather around her waist, and the two feathers binding her arms released them.

Wrap your legs around me. The moment Ishtar's legs wrapped around him Seraph would release her waist, and let her own weight drop her down onto his shaft. Her legs would have to hold her upright, and if she reacted fast, and luckily, enough her arms would be able to help support her. Either way Ishtar would have to comply with his order, and the moment she did she would find herself plungingher slit down onto his shaft.

As Ishtar pulled back, she could feel the angel's hand brush against her. She could feel the mana flow through her. It was then she noticed the feathers withdraw from around and within her body. As she let one last gasp, the feather within her, suddenly wrapped around her waist and pulled her effortless into the air.

The blue haired student felt something press against her flower, as the flower placed her suspented in the air infront of Seraph. Seraph asked her to wrap her legs around his waist. Slowly the student responded and soon her legs were wrapped around his waist. She knew what was going to happen, and reached up to secure her hands on his shoulder.

It was then his feather let her go, her own weight sliding down his member. As her flower was filled, she let out a moan as her head pointed towards the ceiling. Her moan didn't stop until her flower has been filled by his member...

Seraph smiled as he felt Ishtar's legs wrap around him, and felt her hands grasping his shoulders. Of course by doing so Ishtar would bring more of her body into contact with Seraph, and thus allow more mana to flow into her. But then again, considering what was about to happen Seraph expected that more mana was not the thing Ishtar was worried about entering her.

When the feather let her go the thing she was probably focusing on entering her did so, and Seraph's smile grew a little bit as he felt Ishtar's warm walls slide down his shaft, the muscles gripping it tightly. Ishtar's own weight pulled her down around him and her head arched back to look at the ceiling as Ishtar moaned from the sensation. Her moan only stopped when her body hit his, the shaft no longer sliding deeper and deeper into her. Of course Seraph didn't give her a chance to rest and his hands gripped her waist and lifted her back up off his shaft until she was in the same position she had been in when the feather was supporting her. With Seraph's tip prodding her flower Seraph let go, again letting her own weight cause her to slowly slide down his cock.

He repeated that again, and again. It wouldn't take long for Ishtar to start using her legs grip around him to pull her down faster than gravity was, and thus intensify the sensations. Your enjoying yourself aren't you Ishtar? Good girl.

Ishtar gasped as she felt his larg hands grip her waist and pull her off his member. Before she could respond, the blue haired student was suddenly let go again. She let out another moan as her weight once again dragged her down on to the flower. Again she picked up and dropped on his member. With the mana flowing through her body, the erotic torture was overwhelming her sense of will and she found herself wanting more.

I--Ahhhh!!!---I am! She wasn't sure how much that was true for her, but it didn't matter. As long as he stayed with her and kept the mana flowing, she wanted more of him. Slowly she began to use her legs to thrust her body onto his member even faster as she could feel the sensations increase.

Seraph smiled to himself as he felt Ishtar's legs press against his back, felt her slide down his shaft just that little bit faster than her weight would normally allow. Every time she dropped down she moved a little bit faster, her legs pulling her down quicker and quicker as the sensations overwhelmed the last traces of her resistance to Seraph. For his part Seraph simply continued the same movement. His hands would grip Ishtar's hips and pull her up until his tip was the only thing still inside her before letting go and letting a combination of gravity and her pulling legs slide her down, her inner walls tighty gripping him in a soft warm sheathe.

You remember just what my cum tastes like? Did I ever explain that it is pretty much mana in a liquid state? Seraph's voice was chatty, as if he was simply discussing something with a friend. Of course that little snippet of information was chosen to give Ishtar an extra incentive to please him. After all, her body was demanding more and more mana, and the knowledge that if she made him cum inside her that hunger would be sated should ensure the blue haired student gave her all to please him.

I...ahhhh....didn't know....ohhh....that. Ishtar continued to pull herself down on the Seraph's member. Each time she released a moan as she did so, her body made even more sensitive by the flower in her hair. She began to move a bit faster with her new found knowledge, she had to have more mana.

Of course, her body was starting to respond as well as she could feel a heat beginning to build within her. As she increased her pace to satisfy him, she realized she was getting closer to a release of her own...

Seraph smiled to himself as Ishtar's body responded to the new information. Her movements became faster as her legs gripped against him stronger the moment her released her hips. Of course she couldn't make him lift her up quicker, and Seraph used that to tease her. He lifted her up off his cock slowly, letting her feel each inch as it slid out of her before releasing her and letting her pull herself back down against him. He could see her own orgasm build up, and although his change in pace had slowed it down it continued to build. It wouldn't take much to tip her over the edge.

Seraph toyed with the idea of keeping her on that edge for a while, but decided against it. Two feathers darted out and each one wrapped around one of Ishtar's breasts before the tip become a suction cup and clasped down around each of the blue haired student's nipples, sucking the moment it did so. It was designed to tip her over the edge, to bring her the first orgasm of the night. One that would definitely not be her last.