Emilla squeaks loudly when those tips coil around even her nipples, squeezing the poor little nubs. She whines and twists her body, her mouth dropping open so she can gasp for air. "Ahh...ahhh..." she cries out, her eyes only half closed. And of course, a few moments later she finds herself staring at the alien's bared body. She swallows hard, still forced to gasp for each and every breath. She looks up at Ania for a moment and then down at her cock, swallowing hard and gasping once again. Very, very slowly she leans forwards, her tongue flicking out against the head of that cock.

Ania watches the girl, smiling, never interrupting the stimulation of those breasts within her grasp when the student leaned forward. "Ah .." A soft gasp parts her lips at the initial touch of flesh upon her sensitive length, having almost forgotten the sensations she had felt the last time she came across one of these seductive schoolgirls. She adjusted to the pleasure with ease, nearly neutral towards the kneeling woman although thanks to her flexibility she pinched Emilla's firm nipples before resuming with the earlier procedure of relentless squeezing and pulling.

"Now now, Emilla .. you seem to be hesitating .. You don't want me to grow impatient, do you?" Speaking these words a pair of tentacles sprout from her back, but these are different than the ones assaulting her body. These actually appear to have sharp tips, merely brought into play to scare the student. For the time being they hover behind Ania but at such an angle that Emilla could see them perfectly, they probably wouldn't remain there for long though.

The kneeling student swallows hard as she feels that firm pinch, the girl gasping as her back arches again. She whimpers loudly once the massaging resumes, her eyes closing for a moment. She opens them soon after and finds herself looking up at the two tendrils now hovering behind the woman. Her eyes widen and she quickly leans back in once again. Her tongue flicks out against the head of that cock, swirling around it before she engulfs it in her mouth, sucking on the head of that thick length. "Mmmph.." she protests, shuffling in a little closer so she can slowly engulf more and more of that cock in soft lips and wet mouth.

Inside of her mouth the phallus throbbed with each second, finally relieved of some of the tension as soft lips wrapped themselves tightly around her shaft, soon growing in size and girth until her cock reached its full size. The tip of the shaft started to swell, now rock hard at the mere feel of the moist depths of the girl's mouth. However the alien woman seemed to be little impressed by what the student was doing. Smiling as always she looked down at the student, pleased to see how the girl forced herself to keep going although her protest was as present as always. Ania then decided to give her a little treat for her submission, a single groan spilled from her lips as the tentacles behind her moved towards Emilla.

"Mmm .. that's much better .. what a good, cute little girl you are. You look so gorgeous I don't think I'll let you go anytime soon. Don't worry, I'll make sure you enjoy it as much as I do." The pair darted towards her shorts, one headed for the front and one for the backside of the girl. As flexible as they were, she made them grow incredible thin so they could push past the fabric which clung to the student, burrowing themselves into her panties to get at the more sensitive parts of her body only to expand back their full size, slightly less large than her cock.

They bulged against the shorts before they slipped down and around her body, rubbing against her cunt and rear hole, growing phallus like tips when they grew more eager in their actions. Within seconds they were prodding against these tender orifices, teasing them but made no attempts to plunge deep into her core yet.

Emilla whines around the thick length in her mouth as it continues to grow, bigger, harder... She looks up through her bangs at the creature above her, drawing in deep breaths through her nose. "Mmmph...mmnmmm!" she tries to protest. "MMph..." Her lips stretch around that cock, sliding back and forth along it as she continues to try and pleasure the alien.

She tenses when the two tendrils dart towards her, her eyes widening and her motions stopping for a moment. "MMMMMPH!" she squeals, feeling the two tendrils slipping inside of her shorts, pressing against her tight little pussy and her even tighter little ass. Her legs are already slightly spread, giving the creature easy enough access to the two tight holes and no matter how she squirms she can't escape them once they start to press against her, to tease her. She arches her back and whines, her body wrapped in tentacles, her poor nipples squeezed so firmly...and deep down, a part of her is craving this, keeping her going, making that little pussy moist.

Ania couldn't have possibly missed the fact that Emilla was slacking off, even stopping for a moment as she intruded the young woman's shorts. However she didn't punish her and instead giggled softly when seeing the student squirm and whine below her tall form. This only encouraged her to speed things up, the constant massage of her breasts and nipples became a little more intense when she used more pressure on the flesh, the appendages starting to vibrate as they assaulted the sensitive flesh to the best of their ability. In the meantime Ania was pumping her hips back and forth ever so slowly, stimulating herself as less as possible since the girl was supposed to serve her, only stopping once Emilla moves on her own again.

"I'm surprised, I didn't know you'd give in this easily. You're not going to stop now, are you? No matter how good it feels, the order still stands. Continue to work your magic on my cock.", she says, feeling everything her tentacles feel she realizes how wet the girl has become. Soon the prodding would stop as the thick tentacle buries itself into her pussy, an inch at best, before pulling out then moving back in at an awfully slow pace, this time thrusting slightly deeper. It served to stretch her out a little, to ease those muscles, she didn't desire to hurt the girl unless it was necessary. After all moving this slow would be punishment enough for now, not entirely giving in to the girl's physical desires.

Emilla looks up at Ania again, her lips stretching as she sinks down onto that length, her tongue sliding along the underside. "Mmn..mnnmm.." she moans again. Yes, she had given in a little more quickly than some might. But really, what does one expect of a girl that's been rather constantly abused and toyed with? Her hips push back against that tendril, trying to sink herself down onto it, trying to take it deeper into her tight little sex. "MMnn..." she moans. "MMnmmm..."

"I think 'a little occasion' doesn't quite cut it here, am I right? Surely you've had the pleasure of entertaining other species which were rocking that body of yours until you collapsed numerous times. Your mouth is so small I'm guessing others wanted to try it as well .. and weren't disappointed." She watches the girl slide her mouth back down onto her cock, all along she was desperately trying to impale herself on the tentacle, but Ania smiled and pulled it away each time she tried this approach.

"You aren't allowed to just lower yourself on my very, very flexbile fingers. I'd punish you, but .. you're doing good enough to redeem yourself. What about a reward, little one, would you like that?" Ania then thrusts the tentacle deep into the girl's pussy without warning, forcing itself as deep as possible before pulling back and plunging back into her core with forceful thrusts, spreading her cunt over and over. As she feels this enticing tightness with her tendril she can't resist but grow dozens of tiny appendages on the surface of it, so far not more than small bumps that massage the girl's most sacred places. Feeling pleasure through these bumps as well Ania can't help but moan, but then refrained to do so again. "Good girl Emilla. You may move your hips as you please."

However she is caught by surprise soon thereafter, the student coming across an utmost sensitive spot on her cock. "Ah .. oh yes .. that tongue, girl, right there .. Mmm .."

Those lips stretch tightly around that shaft as she works herself down that length, struggling to take the entire thing. "Mmnn...nnn.." she groans softly. Of course she whines as the tendril is drawn away from her poor little cunt. "Mmmphhh!" she whines, wanting to be filled so badly, wanting to feel that tendril buried deep inside of her. Thankfully, the alien grants that deep desire just a few moments later. She moans out loudly as she's filled finally, as she's buried. "Mmmnn.." she moans happily, her hips rolling, working against that appendage once she's given permission. Her tongue returns to that certain spot quickly as well, working over it, teasing that certain spot eagerly, obediently. "Mnnn!"

Ania starts moving her hips in rhythm with the bobbing of Emilla's head, pushing her cock deeper into her mouth almost to the back of her throat, the shaft throbbing and pulsing with pleasure. It seemed to swell the tiniest bit as her tongue kept working on that spot, groans of lust spilling from the alien woman's lips. Returning the favor she times the thrusts of her tentacle perfectly, driving itself deep into her each time her hips moved against it. The large tendril teasing her anus retracts and instead slips past the one thrusting violently into the girl's pussy.

"Hah .. don't think I'll cum before you do." A few thin, tiny tentacles sprout from the thick appendage and wrap themselves around her clitoris, rubbing it firmly but gently as the tentacle itself massages the sensitive nub with light strokes. Now lost in the hunger for more Ania sprouts dozens of tinier appendages from the tentacles wrapped around her breasts, arms and the one buried in her tight tunnel. They began to crawl over the swollen orbs, cling to her skin, gripping the flesh tightly as they try to stimulate her beyond imagination.

Meanwhile her inside would come to life as the tendrils seek out her g-spot and slide against her cervix, the phallus like tip of the main tendril almost pulling out entirely before pushing back into her hot core with a drilling motion. Ania's hips fell faster against the student's face, trying to use her mouth to the best of her ability. "Look up at me Emilla .. I want to see this slutty expression on your face when I cum in your mouth .. ah .. I'm going to let it all out."

Emilla cries out as all of those tendrils inside of her seem to, well, come alive all at once. Her body twists and starts to buck and squirm underneath all of that attention being given to her all at once. She certainly is going to cum before the alien now, her eyes widening as the main tendril draws out of her completely and then thrusts back inside again and again. "Mmmphhhh!" she moans, her tight little cunt grasping at the tendril as if trying to keep it inside of her. "MMnnmph!" she moans again, louder this time, closer to the edge.

Even with all of those tendrils abusing her body, squeezing her breasts, teasing her poor nipples, she manages to somehow make herself look up at the alien. "Mmnn..." she moans once more. Her lips are stretched around Ania's thick length, most of which is buried inside of her mouth with the girl's tongue still teasing against it. Her skin is shining from a mixture of sweat and saliva.

And despite how she's moving now, she soon starts to buck and twist, screaming around that cock as an orgasm rips through her.

The look on the young woman's face was priceless, making the alien smile down at her in return. "What a slutty girl you are." Thrusting back and forth into her mouth she soon reached the same point as her prey, a boiling lust in her eyes as the alien stared past her luscious breasts that swayed a little each time she brought herself back against the girl.

Watching the girl climax and scream around her cock was too much, her thrusts slowed down until she wasn't moving at all. The pleasure was flowing through her hips, spreading through the rest of her body, making the female monster explode inside her mouth with a groan of pleasure and release a large amount of hot semen. The thick, sticky fluid was rich in quantity, filling the girl's mouth to the brink even as Ania pushed deeper, trying to bury her entire length into these wonderful depths as she released more cum into her throat.

As a result of the climax being so intense her tentacles started to twitch and turn but never gave up on stimulating the body they had at hand, stretching her clothes, the pressure inevitably tearing the fabric of her shirt as it was soon ripped to shreds and now falling to the ground as it revealed the dark skin underneath and tentacles squeezing her engorged tits.

Ania couldn't care less about the garment as her cock kept throbbing, releasing stream after stream of semen into the poor girl as if there was no end to it. Knowing that she couldn't drink it all she pulled out the massive member, still going strong as it was shooting more cum on face and chest of little Emilla before the alien sighed in relief and her orgasm died down, so far not concerned about how the student was doing.

Emilla isn't given any chance at all, no escaping that cock, no getting away from the tendrils that are wrapped all around her and thrust inside of her. She rocks her hips helplessly against them, moaning around the thick shaft in her mouth...at least for a couple more moments. Soon enough she's choking around the cum that's flooding into her mouth and starting to ooze down her chin. And then..then it's flooding down her throat, filling her stomach up and finally coating her face and breasts. The poor girl gasps and coughs, sputtering up more cum to ooze over her well fucked little form.

Her poor shirt is shred before that cock draws back though, so by the time she does cough up some of that thick ooze it can slide down over her bare and heaving chest, her little nipples rock hard thanks to the way the tendrils are squeezing them. And now they're covered in that thick cum too, the stuff still travelling down her stomach and towards her shorts..

And poor Emilla, she looks dazed, coughing up small amounts of cum still, her eyes glazed over from the rough use.

Ania's member didn't wilt any, standing fully erect and somewhat glistening in the dim light beneath the trees for it was covered in cum and saliva. A faint laugh could be heard as the blue alien watched Emilla cough up quite the amount of fluid that was pumped into her, cheering at her miserable form below as she squeezed her nipples one last time. Nearly all her tentacles pulled back except for the ones keeping her arms secured nice and tight, the one in her cunt hesitant as it wiggled around for a bit, stretching those tight muscles. Again it was on purpose, mere teasing before it slipped out of her panties and shorts.

She looked at the clear fluid covering the appendage, flashing a smile before sensually licking it off at an awfully slow pace, offering her captive a soft moan while doing so. "Delicious .." Once done she lowered it, joining the others that remained unattended for now. "Mmm .. we'll have to try this again later, you're supposed to swallow my cum after all." Ania shifts her hips in order to have her stiff member brush against the student's cheek with its tip, smearing the remains of cum across her skin.

Waiting for the girl to relax she thinks of something else, not caring if she recovered just yet. "Now that we've had some fun and I've seen how good that mouth of yours is, I will release your arms if you clean my cock, but there's one condition. You will swallow whatever you clean off of it. No need to answer, let your tongue and mouth show me what you think." Seeing that her shaft wasn't quite clean it was hard to judge whether or not she accepted. Though Ania knows that even if she resisted it would be inevitable that whatever she asks for would happen, she had control over this woman and could do almost anything to her without wasting a thought on her comfort.