The warm feeling in the mercenary's loins kept his muscles pulsing and his semen ejaculating steadily until finally his orgasm faded away and his cock stopped throbbing inside the redhead's anus. His own cum's warmth surrounded his member as it moved slightly backwards until the tip remained inside, letting at least part of her muscles relax but still no drop of the sticky liquid dripping out from her rear. Even if her rear had received such punishment, Rahs wouldn't quite let her go yet, and he thought the redhead felt the same way that moment. However, she had made an outstanding performance and the mercenary thought she deserved to partly control her next orgasm.

His hands gripped her waist and suddenly she would feel that his weight forced her backwards, until his own backside rested on the floor and Ryu was left impaled on the large cock just in front of Ishtar. He didn't really need to tell her what to do, and still hadn't forgotten about her lover, which could only see at Ryu getting ready for more. But she was going to be pleased at the same time as her, two tendrils going towards her, each almost as big as Rahs' own phallus and heading for her intimate holes.

The sudden grip on her waist forced her to follow his movement, up to the point where he rested on the floor and she was left on top of him though she had to look at the blue haired student the whole time. Not the first time she was stuck in such a position, she reminded her of the way he punished her once and quickly realized what he wanted her to do. Abruptly she began to lift herself up until only his tip remained within her just before she dropped herself again, her hips met his as her weight impaled her with his whole length at once again. It forced a low cry out of her throat as she tried hardly not to squirm, Ryu could feel the heat in her face and the pulsating member within her rear, she looked at Ishtar when she began to set up a slow and steady rhythm to keep the monster satisfied, at least for the time being.

Though it was a bit painful at first, his cum served as a better lubrication than expected, her own pace felt a bit more worthwhile than being impaled by a rock hard cock without any control though it was always inviting to have no control at all. Either way would bring her to another climax, so this was just fine. While the red head rose and dropped herself on him over and over again her luscious mounds bounced in the rhythm of her thrusts, accompanied by cries of pleasure, her red locks brushed against her skin every time a movement had been performed just to repeat the whole thing again. Her gaze a bit weak but still filled with bliss, she looked at Ishtar as it seemed he wasn't done with her either which was just fine for both of them. Ryu smiled slightly at the idea to have an inviting image in her field of view again, though her own performance would be enough anyway.

Ishtar watched as her lover was picked up by the mercenary and the mercenary fell on the floor with Ryu on top of him. It was clear that the red head was impaled on his member, as she let out a cry of pleasure. Slowly Ryu began to lift herself and drop herself on Rahs, all the while her eyes were locked on to Ishtar's. Ishtar could see the weak but bliss filled stare of her lover, as her bounced in the full view of the blue haired beauty.

Ishtar was so fascinated by the view of her lover, being pleasured in ways she could never provide. While there were some tendrils always in contact with the blue haired student, she had failed to notice two large ones slowly approaching her own nether regions...

Ryu didn't take much to realize what he wanted her to do after remembering how he had punished her before in the gym in their first meeting. Her own desire for pain wasn't able to tolerate the punishment she received that time and she knew well that it was for the best not to go against his wishes. After all, he wouldn't be the only one being pleasured, and the redhead knew that too. Still, as if trying to please him quickly at first, she rose quickly and let her ow weight drop her down forcefully against his hips, impaling herself with his full length again. Painful as it had been before, it could be even more satisfying since Ryu could control her own thrusts. That didn't stop her from dropping herself so eagerly however, the look of the sides of her large breasts bouncing making Rahs want to seize them and grope them, but decided against it for the time being. His hands instead decided to feel her firm rear again, feeling her bounce up and down on him.

The mercenary knew that both of the students were still clearly in front of each other, not able to lose a bit of the action. In fact, Ishtar was so awed by the sight of her luscious lover impaling herself on the large cock and being pleasured by it that she didn't notice the two large tendrils heading to her nether regions. Just as each started to caress and rub against her exposed sex and ass, the tendrils that had lifted her before started to caress her body. The blue haired student was being completely surrounded by the number of tentacles, squeezing her soft breasts and rubbing her thighs as the large ones tried to make her moan with just the contact between them and her tender holes. It didn't take them long, however, to finally plunge in at the same time, trying to get as much of their length inside before pulling back.

Eager to please him at first, Ryu began to set up a rather moderate rhythm instead of her fast one whether or not it would do her any good, if she would do it too fast then it won't be as enjoyable for both and if she was too slow he may be annoyed and punish her, so the middle made sense. The pain however forced her to moan every time she dropped herself while she hardly made any sound as her body rose from the phallus within her, though she could supress it only with a deep breath before she slammed herself down on him. It seemed like a quite simple task, and it was, and the pleasure she received made her much more willing even in front of Ishtar.

While it seemed she made a pretty good job as he held her firm rear, Ishtar had nothing to do at that point and received suitable treatment for her lack of prudence, or he simply wanted to entertain himself. Ryu simply watched and didn't intend to warn her lover, just to enjoy the view of her as the tentacles surrounded and surprised her. Her reaction would be something that would boost her libido if that was possible at that point, whether or not, this would prove to be entertaining for them if the red head guessed it right. Simply before they surrounded the blue haired student completely, she offered the girl a faint smile before she would have been overwhelmed.

Ishtar watched as Ryu gave her a faint smile. It then that Ishtar found herself suddenly surrounded by tentacles. Before she could react, Ishtar found herself bound up in Rahs tentacles as they wrapped around her breasts and thighs. It was then she felt two massive tendrils rug against her rear and flower. Her hands immediately reached down to grab on to the tendril rubbing against her flower as she released a low moan. Her moan became louder as the tendrils punged into her from the rear and her flower, weak kneed she dropped to her knees as the tendrils began to have their way with her. Still she looked up to see how her lover was doing with the mercenary.

Ryu carefully slowed down from her initial thrusts, but still, the pain and pleasure from the girth of his cock spreading her tight arse couldn't be ignored, and so the redhead moaned every time she lowered herself. Such simple movements made waves of pleasure travel through her body and they instead only encouraged her to keep moving, not caring one bit about being shown in such an 'interesting' position before her lover. In fact, she was just about to get a very impressive sight in just a few seconds, and the bouncing redhead knew well, and that's why she didn't warned Ishtar of the stalking tendrils around her.

The beautiful blue haired student only released a low moan as the thick tendrils rubbed against her private regions, her hands reacting quickly and trying to draw the one at her flower away but not being successful. She could only moan louder and clearer as her firm breasts got squeezed by the tendrils, the soft flesh being molded by the length of the appendages as her holes were filled at the same time. They kept that sync and thrust into Ishtar simultaneously as one sucker opened its tip and engulfed a nipple, sucking relentlessly. Her arms had tendrils coiled around them and so had her legs, but instead of holding her immobile, they just caressed her tender skin and released weak currents of electricity at random, creating a mix of sensations across her entire body.

The tentacles had caught Ishtar off guard, just as expected. It was such a desired view in front of the red head, like she could reach forward and touch the image, but she was too far away and she wouldn't have done it since she took care of her own task. Her moans however simply encouraged her, they began to boost her libido and she could only give in and desire another climax as she dropped herself on his cock again, the smooth movement followed by a moan and another fascinating bounce of her luscious breasts. Meanwhile it seemed that Ishtar gave in and dropped to her knees, the tendrils kept thrusting as her whole form had been surrounded and stimulated by those flexible appandages.

Ryu had continued to please him and herself in a chosen rhythm, it seemed like he didn't mind her pace at that time which quite relieved her. The pressure was still there, his cum trapped inside while she impaled herself with him and never let his member leave her completely. There wasn't much she could do at that time, just simply moan and gasp every time she dropped or rose herself, enjoying the pain and spreading her tight passage as usual. Her gaze stayed on Ishtar all the time, not to mention she kept staring on her private areas as they were exposed to everyone in the room.

Ishtar moaned as she felt the tentacles wrap around her legs and arms, providing a weak current through her body. The pain and pleasure mixed together as one tendrils around her breast formed a sucker and attached itself against one of her nipple. The blue haired student let loose a loud moan as she overcome by her own lust. She leaned to the right so she could support herself with one hand, meanwhile her other hand reached up and cupped her own breast as she began to fondle it.

As Ishtar felt the fire within begin to build inside of her as she looked up at Ryu. Ryu seemed to be enjoying herself as she moaned as she continued to move up and down on Rahs's member. Her well formed orbs bounced majestically, as those beautiful red eyes stared on Ishtar. The two students were putty in the mercenary's tendrils.

Rahs could not look at Ryu's face, but he knew very well that having Ishtar being taken by his tentacles in front of her was an amazing spectacle and he could practically form the image of her face smiling with lust, staring down at her lover. He could tell that Ryu's libido had risen, her body temperature being felt by his keen sense as she dropped herself once more, moaning as her passage got spread, sending a wave of pain through her that evolved into a pleasure that embraced her body. Only from behind he could see the sides of her wonderful orbs bouncing, and even there was not much she could do besides impaling herself over and over again, he decided to surprise her somewhat as one of his hands extended and moved around her hips. His hand reached around her exposed and open sex, and he slapped it lightly before taking between his fingers her erect clitoris and rubbed it carefully while her own tightness increased the pleasure the large cock felt.

Meanwhile, Ishtar let a loud moan as her body got assaulted quickly by the number of tendrils coiling around her body and playing with her. As Rahs tilted his head to one side, he was able to see that the blue haired beauty leaned on one of her arms as her other hand complemented the sucker and fondled her own soft breast. She was not only being delighted by the tendrils but by the sight of her lover as well. The thick tendrils in her flower and ass began to twirl around her, and then thrusting in in erratic speeds and sometimes no longer in unison. Their lengths moved around her private areas, fondling her nether lips while her orb was being massaged and pulled by the sucker. Another appendage moved between her breasts and then slid back and forth while more areas of her body got caressed by the other tentacles.

Ryu shrieked as the mercanery slapped her tender lips, just before the shriek turned into a cry of delight as he began to rub her clitoris, sending waves of pleasure through her, these dragging sensations would send her over the edge in a short while. His sudden and surprising movement didn't keep her from keeping her pace, she kept impaling her on himself as she increased the pace of her thrusts again, letting her swollen mounds bounce in anticipation of being grabbed, simply to have others staring at them with jealousy. Her hands kept her from falling in any direction as her moans became more frantic, her climax surely close as the pain had fed her enough to build up another climax quickly. But her main task was to please him and not herself, whether or not she would release herself she would have to keep moving.

Her eyes kept staring at the blue haired student, her own red eyes expressed the state of pure bliss as the faint smile on her face stayed and let Ishtar know how good it felt. Though she didn't intend to make her angry, not even depressed of not being able to satisfy her like that, it was far too enjoyable to let go at that point. It was such an enjoying view to see her, to watch how she began to play with herself to keep the pleasure going as many tentacles assaulted her whole body. This looked like a repayment, being pleasured in a way Ryu could never provide. Of course she felt a bit frustrated as well, but the approaching satisfaction kept her going as she cried out again, pleased his cock with her tight passage while her eyes stayed on the assaulted body in front of the pair.

Ishtar watched as Ryu released a loud shriek and turn into a cry of delight as Rahs began to inscreas his pace. Despite that the red headed lover continued her pace as she did everything to excite the mercenary as she continued to move up and down on his body. However, the fact that her moans were becoming more frantic meant she was close to her climax.

Ishtar went wide in surprise, as she felt the tendrils in her body begin thrust faster and out of rhythm with each other. Ishtar's hand buckled as she fell onto the floor as she moaned and writhed in pleasure. The blue haired student gasped as she looked down her at her chest, another tendril began thrusting back and forth in between her orbs. Ishtar let a soft moan as she could see the tendril inches her mouth, as she the waves of pleasure threated to overwhelm her.

The redhead had left a shriek as her exposed slit was slapped, but it immediately turned into a passionate cry of delight as she quickly felt her clitoris being stimulated by his hand. Even so, at first her pace didn't change, impaling herself on the large phallus with the same rhythm as if not trying to send herself over the edge earlier than she wanted. It was in that moment, after his hand made circles with Ryu's sensitive nub and played with it, passing it between his fingers, that he couldn't resist the urge to seize her huge mounds. He had to move his body slightly to make both of his hands finally move upwards, from her buttocks and slit towards her luscious breasts bouncing relentlessly. His hands caught them as she dropped herself and quickly held them as if not letting them bounce away from his grasp, though one of them got slapped slightly by his hand, causing it to move in the opposite direction of her movement. The mercenary caressed the side under them as his hands squeezed them, trying to push them together and then rubbing them and spreading them apart, molding the soft flesh of her bosom not only for her pleasure but also to please her lover's eyes. As if trying to make up for his hand that left her nether lips, a tentacle moved to her folds and rubbed agaisnt them, starting to move so fast it vibrated against her clit as it released an electrical current.

As Ryu's tight ass kept creating trembling waves of pleasure in Rahs' cock, Ishtar felt the change of rhythm of the tendrils inside her and the pleasure they caused. Her arm was no longer able to support her weight, and the beautiful blue haired student could only writhe on the floor as her body got ravaged by a number of tentacles. The thick appendages kept increasing their pace and also even withdrew so that their tips pulled away from Ishtar's flower and ass only to plunge in with powerful thrusts. Her blue eyes stared at the tendril that had found her orbs comfortable just before it used her moans to push farther than her chest and get inside her open mouth. It went almost as far as her throat only to have space to move back and forth for its length to rub against her soft breasts and twirl inside her mouth.

Ryu could feel the pleasure as it welled up and let out another cry as she was close to her peak and he slapped her sensitive chest before he played with those eagerly bouncing breasts on top of him. This was too much for the red head as a tentacle replaced his hand, rubbing against her folds and released an electric current. Her rhythm rose in pace and eagerness to please herself as her body would burst into an orgasm soon enough. His hardened rod kept spreading her tight walls, these painful sensations made her crazy and pleased her in a way nothing else could, her moans frantic and out of rhythm as she couldn't stand it anymore. It didn't take long for the mindless puppet to reach release, an audible and loud scream would reveal she just came, next to her slight lack of attention to her thrusts and her trembling body. It had weakened her a bit and she wasn't quite sure how long she could keep such a thing up, but as long as her body would allow her to she definitely would.

After her efforts to reach her own climax she set up a moderate rhythm again as her orgasm died down, eager to please the mercanery as much as he did all the time. Her partly closed red eyes gazed at her lover as the tentacles kept assaulting her body, letting her feel pleasure in a way she knew just too well and was quite relieved that the blue haired student enjoyed it. She admired the view in front of her and could barely glance away as she wished to be the tentacle between her orbs just for an instant, to be teased by her tongue as it had slipped inside her open mouth. Ryu let out a weak groan as she kept impaling herself, hoping to let him cum soon to feel more pressure within her than before. This would involve pain, the stuck liquids already within her would only aid to fullfil her odd desires.

Ishtar moans were cut short as the tendril between her breasts moved forward and thrusted into her mouth. Her eyes initially went wide in surprised until the tendril began to thrust back and forth in her mouth and between her orbs. She now found herself now being thrusted into on all sides as she writhed on the floor. Soon she felt the pleasure inside her build extremely rapidly. Soon she found herself on the edge, as she looked over at her lover.

Ryu's chest had just been slapped by Rahs, as the mercenary then began to fondle her breasts. It was then that the beautiful red head let loose a scream of ecstasy as the combined assault by the mercenary sent him over the edge. Just the sight of it was too much for the blue haired student in her current state. She let loose a loud somewhat muffled moan as her back arched and her weight was supported on her shoulders. As her body dropped back to the floor, Ishtar struggled with the after effects of the orgasm, even as the tendrils continued to assault her.