Ishtar could feel the tentacles wrapped around her breasts and begin to mold and squeeze her aroused breasts, the young woman let out soft moans as the she felt her nipples being tweaked by the tips of the tendrils. Gasps escaped her lips as she felt her the thick member of Siferus thrust into her wet flower over and over again. Soon the blue haired girl could feel another tendril begin to press against her mounds, before it pushed through and slide back and forth in her cleavage. It's tip began to brush against it lips.

A-aah...i-t does!...uhh... Ishtar began to lick the tentacle tick with her tongue. Her body froze up for a second as she felt a tendril press against her rear as she felt it rub up and down to it.

The air around him filled with a dark chuckle as she seemed to slowly slip deeper into lust, letting her tongue tease the tip of the tendril offered to her as it slid between her bountiful breasts. As her tongue teased it, it slipped into her mouth once again, slowly, teasing her tongue in a tempting erotic dance as his hips pounded away at hers with the ferocity that only a beast like him could possess. The smile on his lips was not friendly, more sinister and lusting than open and inviting as the tendril teasing her way slipped into her, thrusting in time with the monstrous member that plundered her insides more and more with each passing moment.

Ishtar suddenly felt the tentacle slipped into her mouth and began to tease her tongue. This did not even come close to near constant thrusts of into the her sex, making the young woman moan uncontrollably with her insides all stirred up. Soon the tendril in her mouth begin to thrust at a faster pace to match the thrusts into the bouncing blue haired girl. Ishtar could feel the pleasure starting to well up inside her as her lust was now completely uncontrollable. She had become his plaything to do with what he will. The young woman had failed to notice the sinister lustfilled grin on the spider's face.

As the monstrous member pounded at her welcoming body, the tendril buried in her tight ass started to alternate thrusts with the massive member, pulling itself out as he slammed into her sex and sliding deep into her while his cock retreated, the tendril slipping a little deeper into her throat with each thrust, rubbing the underside of the devious appendage against her soft tongue.

The devious tentacles continued to tease and torment the ample flesh of her breasts, squeezing and mashing, never painful, but simply enough to remind her that he was still paying attention to the succulent skin.

Ishtar let out a muffled moaned, the blue haired girl could feel the tendril in her rear suddenly thrust deeper into her rear, even as his huge phallus pulled out of her flower. Each thrust would alternate and ensure that the young woman's pleasure would continued to increase intensity. The blue haired girl could feel the tendril of her mouth moved deeper into her mouth, until there was nothing about her orally that he had not explored. Ever relentless more tentacles were massaging, squeezing, and massing her two aroused mounds as the young woman soon found herself on the edge of pure bliss. Ishtar knew she would cum again for the man spider once more.

It took but a look at her to realize that she was lost to lust, drowning in her own sea of need and desires and all it did was draw a sinister grin from the creature as the thick member buried in her tight pussy started to slowly throb, a sign that his release was close and that he would soon fill her with his very essence. The tendril in her mouth began to slide out, slipping out of her throat and the tip of the tendril began teasing her tongue, coating it in his pre-cum, letting her know that he was going to cum in her mouth as well.

The pair of tendrils holding her wrists began to loosen and slide along her skin until they could wriggle against her palms, begging for attention even as his tentacles just seemed to tease and please every other part of her body.

Ishtar gasped and moaned as she could feel the creature's member begin to throb. The young woman struggled to keep her lust in check as she wanted to reach ecstasy at the same time as the spider. She could feel his tendril in her mouth begin to cover her tongue with his pre-cum. She knew she would be coated in his juices once more as he thrusted in and out of her at a faster pace. The blue haired girl only had to hold out a little longer if her body was capable of it.

Ishtar could soon feel the tentacles unwrapped a little until she could feel the tendrils press against her palms. The young woman hands instantly gripped them as she began to move her hands back and forth, even as she felt her own orgasm approaching.

It was an erotic sight, seeing the young woman lost in the throes of lust as she was, simply letting herself feel everything he was doing to her and looking like she was enjoying every moment of it. You look lovely lost like this, Ishtar. I'll have to remember to pay you another visit in the future. He said, a sinister promise that she could be certain that he would keep as the tendril in her mouth tensed up, all movement ceasing as the appendage climaxed inside her warm wet mouth, pulling it out to spurt the last few jets of cum onto her pretty little face.

The tendrils she was stroking with her soft hands began to get slick with precum as well, her motions drawing them towards a climax of their own, the occasional throb of the muscles a telltale sign, but the distraction was the monstrous shaft pounding away at her insides as it too tensed up, throbbing over and over before his hot seed spilled into her body.

If Ishtar was thinking rationally she would been very afraid of the Siferus's comment about visiting her again. But she was too caught up in the poison induced lust to care. The young woman's half lidded eyes could only look on as she watched the tendril continued to thrust into her mouth. Suddenly the blue haired woman could feel the tendril tensed up as it simply throbbed for a moment then it exploded in her mouth filling her mouth with his hot release. The young woman could only swallow as the tentacle pulled out of her mouth, spraying more of the cum on to her face.

The young woman could feel her hands starting to slick with cum as she felt the tendrils wrapped around and in her hands begin to throb. Still the young woman could feel her own orgasm approaching as she felt the massive phallus continue to to pound away at her. As her insides was being stirred up. Suddenly she felt the member tense up and release a huge load of hot seed into her body. The young woman head suddenly jerked up as she let out a loud cry of passion as she too was driven over the edge into ecstasy.

Looking down at her, covered in his cum from multiple releases time and again, the tentacles in her hands also reached their peak, his hot thick seed spraying onto her chest and breasts as he simply chuckled at her as he placed her on the floor, on her knees, that thick slab of meat coming to rest on her lips and face. You seem to be enjoying yourself, Ishtar. Feel free to continue. He said, tendrils slithering between her slightly parted thighs and slipping into her tight cunt, thrusting slowly to let her know that they could and would go faster when he was pleased enough to give it to her.

Ishtar gasped softly as she tried to catch her breath, as she looked down the tentacles in her hands suddenly exploded in hot release. She was soon covered in more molten hot seed as it covered her chest and breasts. Slowly as the tentacles finishing glazing the beautiful blue haired woman, the spider creature placed the student on the floor. She soon found herself on her knees, with the massive phallus in front of her. As she she paused for a moment she felt tendrils move between her thighs and once more push into her abused sex. The young woman let out a moan as she felt her lust take over again. Soon she began to wash the tip of the phallus with her tongue as she prepared for the next step.

Looking down at her, covered in his seed watching her taking that skilled tongue to the large member in front of her, a dark chuckle escapes his lips, the woman looking like she would be lost without his tentacles and cock as if they were vital to her survival. Ebony fingers slip down into the locks of her blue hair as the tentacle begins to thrust faster into her abused body, reaching deeper with each push into her body until the bulbous head of the devious appendage reached her womb. There was no need for words now, simply looking down at her with a smile of approval.

Ishtar could feel the hand moving down into her blue hair as the fingers began to intertwine with her locks of her hair. The hand gently pushed her head forward persuading her to take in a more of the large phallus before her. The young woman slowly opened her mouth and wrapped the her lips around the head of the member. Slowly she moved her mouth forward taking in more of the heated rod as her tongue explored its sides. The poor student let out a muffled moan as she felt the tendril thrust deeper and faster until it pushed its bulbous head into her very core.

He watched with a smile as she simply submitted to his wishes, slowly pushing her head farther down his thick cock until the head slipped into the tight warmth of her throat and his strong head simply held her in place for a few moments while the tentacles pumping into her tight pussy only thrusted faster into her welcoming body in a wicked alternation with inhuman speed. One of the tentacles slipped out of her tight sex and slipped into her anus, another of his wicked appendages taking the place of the relocated tendril that seemed to thrust into her, adding a third stroke to the carnal attack.

Ishtar soon could feel the massive member of the man spider push into her throat as she was forced to deep throat the huge phallus. The young woman could only make muffled moans as she felt the the tentacles thrust into her at insane speed, rapid driving more pleasure into the woman. Just as she thought she could not take any more she suddenly felt one the tentacles slip out of her wet flower. The young woman's eyes went wide in shock as she felt the tentacle push into her rear. The young woman froze up for a moment before she began to move with each thrust into her body.