He could almost see her breaking down before his every eyes and it was proving to be quite entertaining to watch. She struggled against his grasp and he held her steadfast as he continued to tease her body, chuckling as he did so. Attempting to hold out is only fighting against the inevitable. Submitting to pleasure tends to make things easier for you in the long run... He said, having to pull his face away from her chest to do so, though his tongue immediately made for her other breast. Long slender fingers slid down her toned stomach and reached for her still hooded clitoris, hoping that with a few rubs, he could coax out into the open air where he could really use it to break her down.

Ishtar could feel the lust in her body begin to take hold as both nipples had become to take erect. She struggled with her mind, the only thing had to remained in control. But it was getting difficult, so very difficult. Already the blue haired student could feel Siferus hand slide down her nubile body as it made its way to her flower. She suddenly gasped, as she could feel the spider's slender hands begain to rub her flower. Ahhhh....n-no.....not there...uhhhh. Already she could feel the full affect of the poison flowing through her body, as slowly she could feel her flower begin to bloom. It wasn't long before that small nub began to became erect as left its hood, ready to be stimulated more by the creature.

Her words fell on deaf ears as he made no effort to stop what he was doing to her, chuckling at her resistance. They always had to learn the hard way, but for a while it always proved amusing. The soft skin of her pussy moistened under his fingertips, her body contradicting her voice. Reaching up with his now moist fingers, he trailed her own juices over her lips, chuckling. You might be screaming no, but your body is begging for it already, Ms. Rocha. He said, pulling the front of her body against his own, lowering her soft wet cunt onto the top of his shaft, sliding her back and forth, letting every inch and vein tease her body. The head would slip between her soft lips, but never penetrate. Twas a cruel tease indeed.

Ishtar watched as she saw Siferus bring up his fingers to his face, covered in her juices. Her body was already demanding more action from the spider as she could feel the lust build in her. Still she brought focused her willpower to try to ignore her body's wants.

However the spider was already making difficult as her nubile body was pulled on to her. She could only moan as she felt his warm member place its self between her petals and slide back and forth. Ahhhh....I don't think I can....uhhhh...hold out much ....longer. Her body was screaming at her for Siferus to take her. She didn't know how long it would be before her own voice did the same.

He didn't need to hear her say how little self control she had left, for he could tell just by how wet she was from sliding along his long hard cock. An evil grin slid along his lips as he brought his fingers to her lips, spreading her own pussy juices on the very lips that would undoubtedly be pleasuring his body soon enough. Just let yourself surrender to it, Ishtar. You know it is inevitable anyway. It's pointless for you to fight your own desires. He said, his voice just loud enough for her to hear as she slid along his massive dick, her breasts crushing against his chest every time she slid down to the base of the nearly foot long meat.

Tentacles began to play with her breasts, coiling around the soft flesh, the tips of those tentacles flicking lightly across her nipples.

Ishtar could hear the whispers as she slid along his huge member, each comment tempting her to give in. She gasped as her flower slid down his massive member, and the sudden pressure on her swollen orbs slammed into his chest. Tentacles began to wrapping around her mounds and began to tease her nipples. The blue haired woman moaned as she could feel the last of her willpower fading away. She could feel how wet her flower had become, when the spider's wet fingers brushed against her lips. The lust she was feeling was simply too much for the young woman to take. Take me. softly escaped her lips.

Her words hadn't been lost on him and he had heard her request, and far be it for him to deny a woman what she wanted. The tentacles that held her body tightly pulled her away from his body and positioned her with her hips lined up perfectly to his own as the heated shaft of flesh drew closer to her tight wetness, the tip of him brushing against her a few times before starting to work its way into her slowly, almost teasingly slow, letting her feel each and every inch of him.

That's a good girl, Ishtar. Now I will give you your reward. He whispered, rocking his hips against hers, driving that long hard cock deep into her soft wet pussy, just waiting for the inevitable sounds of pleasure.

Ishtar could feel her body being positioned slowly so that she was in perfect alignment with the spider behind of her. Siferus began to tease her body as the tip of his warm member began to play with her flower, his member brushing against her lower lips like a paint brush against a canvas. Then slowly the spider begin to press into the blue haired student. She let out a soft moan as she felt his member drive in to her slowly filling her.

Then Siferus began to push deep into the blue haired student. Ishtar head pointed upwards as she led out a loud moan. Slowly the blue haired student's moan faded away as the young woman's head fell forward as her head and breasts bounced in rhythm with his thrusts.

His hips rocked against her, sliding that monstrous cock in and out of her while his tentacles held her tightly, keeping her right he wanted her hanging in midair so he could molest her. As her head fell forward a tentacle slithered it's way beneath her and slowly started to raise itself up and brush its tip against her lips, enticing her with not just actions, but words as well. Why don't you make me feel good and pleasure this as well, Ishtar? He asked, a devious smile on his face as he had a feeling he knew what her response would be.

A pair of tentacles slithered their way around her breasts once again, beginning to massage and fondle the flesh, the devious tips of those tentacles brushing against her hardened nipples. There was nothing like an aroused student to make him appreciate all the things he was capable of now.

The blue haired student moaned with each thrust of the spider's member as it filled her with each thrust. Ishtar eyes opened briefly, she could see a tentacle had moved underneath her nubile form. As Siferus asked her to entertain him, she could feel the tentacle press against her lips. In her currently state there was no way she could resist. The young woman began to lick the tip with her tongue slowly but surely.

Meanwhile, the blue haired student suddenly felt his tentacles wrap around her breast, as she could feel the pleasure as her mounds were massaged and fondled. But it was when the tips of those tentacles brushed against her sensitive nipples, she stopped lick the tentacle in front of her and let out a loud moan in front of it.

As she began to lick the tip of the deviant tentacle, a dark smile crept across his face, though she couldn't see it being in the position she was in. As her mouth opened for that long loud moan of hers, the tentacle dove into her mouth, sliding against her tongue slowly, encouraging her tongue to play with it as his hips rocked harder against her, slamming that hard cock deep into her soaked cunt.

Tentacles continued to molest her breasts, squeezing and mashing the flesh as they played with her nipples. Another tentacle began to prod at her tight ass before pushing in slowly, letting it stretch to fit the tentacle.

Ishtar's moan was quickly cut off as the tentacle dove into her mouth and began to play with her tongue. Slowly she her tongue began to interact with tentacle as her tongue began to play with the sides. She could feel his member pushing deep into her flower as the waves of pleasure building within her. The blue haired student could feel her orbs being constantly being mashed together and squeezed by very dexterous tentacles that continued to tweak her nipples as well.

However, what the young lady was not prepared was the tentacle that began to press inside her rear. Her eyes went wide with surprise as her head shot up a bit. She could feel herself loosing herself in the lust of the moment.

Harder his hips slammed into her, driving that length of cock into her soft pussy as if he meant to push it out of her mouth with each stroke inside of her. Strong hands grasped her hips and began to pull her back into his rocking hips, each stroke topped out with a loud smack of flesh against flesh. The tentacle in her mouth gleefully played with her tongue, sliding along with the soft muscle in the confines of her mouth, already a little bit of precum dribbling out onto her tongue.

The tentacles continue to mash and press against her breasts for a few more moments before they pull back for only a moment, a new tentacle slithering up her chest to rest between her luscious orbs, the tentacles that had been mauling her breasts now pressing the soft flesh around the tentacle that was now tit fucking her. The tentacle playing at her ass slipped in and begun to plunge deep, her entire body being used as a toy for his enjoyment.

Ishtar could feel Siferus pushing deep into her delicate flower, she wanted to shout with every thrust. However with the tentacle in her mouth, muffling any sound she made. When she could make them, as her tongue was being used by the tentacle to stimulate it. She could even taste some of precum on her tongue, a sign of what was to come.

The blue haired student could feel the tentacles around her breast pull back suddenly before another tentacle began to place itself between her swollen mounds. It was then the tentacles returned to her orbs as the tentacle in between began to rub back and forth. With that and the tentacle in her rear, she could feel her body rapid fill with pleasure. It wouldn't be long at all before she would find herself on the verge of ecstasy.

It didn't take long before the tentacle in her mouth reached its limit, riding the wave of its release as hot sticky cum streamed into her mouth and down her throat. The motion of the tentacle had stopped long enough for it to cum, but the rest of his body continued to move without missing a beat. The tentacle slipped from her mouth, freeing her to make her little noises as he rammed his long cock into her time and again, each stroke bringing him a little closer to filling her with his cum.

The tentacles molesting her breasts began to squeeze a little tighter, flick her nipples a little faster and the tentacle between them slid back and forth faster and faster, the tip peering out enough for her to see every time it went forward.