The Princess realizes that Etolie still isn't calm, even after all the warmth and nurturing she's given her. "Aww, poor little fish, everything's alright. I would never let you drown, not really. I was just playing a mean little game, that's all. But now you can have all the air you want, and I'll even find your glasses. Not that they'd do you much good at this point..."

Indeed, true to her word, approaching their location is a hellish, alien shark... wearing Etolie's glasses. It's probably a good thing she couldn't possibly see it, given her state. Without a care at the lethal predator, the Princess plucks the slime-encrusted glasses off of its eyes and waves it away dismissively, the silent killer obediently disappearing into the murk.

Gradually the Princess realizes she's taking the wrong approach entirely. She knows Etolie enough to know that she's a wanton and shameless whore, and there probably isn't any better way to calm her down than give her a good hard fuck.

"Oh, I bet I know what you want. You were too shy to tell me your last request, but you probably want me to fuck you until your pussy's filled with my fish jizz and give you a mermaid baby, right?" It's a lie of course, even if the Princess were still capable of impregnating women, the method of doing so would be completely different than the human one. But she doesn't need to know it's a lie just yet, since she could be the kind of slut that gets off on the idea of being impregnated.

Her human legs disappear and become a nest of eight tentacles. Though Etolie can't see, now that she's transformed in full, she's also got a hard, modest-sized length poking out from between two forelimbs. She leans in to kiss Etolie again, breathing plenty of air into her as her tentacles coil around her legs, spreading them apart, and her black cock grazes the student's inner thigh.

Had she been capable of seeing more than a blurry shape she would have thought it was a hallucination or would have wished for some hopeful think there. She doesn't expect to get her glasses back and it is clear that she is still rattled.

But when she hears the lie she goes wide eyed, her eyes going wide in abject horror. True, they were different species but she did not know how this all worked in the long run.

The worse thing was that she could not even try to run or even swim away since the Princess is her line to air. She's still silently crying though the ocean water conceals that, she shakes her head though now she can see the strangest red fish, with spines and lamprey like mouths. Because she can see the details so well she knows that they are hallucinations though that does not stop her from fearing them or closing her eyes again as they begin closing on her, the slime further creeping over her ass causing her to whimper though her lips are consumed in that kiss.

She breaths fully realizing that down here each breath could be the last. Either the Princess was going to down her deliberately or one of her games was going to cost the air breather immensely.

There was a mass she saw beneath the Princess though she's unsure if it were another sea creature she had summoned or the formation of tentacles as she does not get a good look herself before her eyes closed and it wasn’t as if she could really have made it out otherwise.

Tentacles sweep over the sensation of slime as her legs are parted. There is a good deal of resistance this time though, not like before though her inner thigh is grazed by something rubbery that dashes against the slime.

She reaches down with a hand to block her pussy for what good that will do, her eyes shooting open in pain laced pleasure as some of the red fish she is imagining attach to her nipples and start biting at her sensitive bits, another attaches to her clit, causing her to moan out, a stream of bubbles escaping her lips as she does so.

The Princess sees Etolie covering her pussy with her hand, and is briefly confused until she sees her moan, at which point she figures that she's just preparing herself. "Here," she coos, coiling a tentacle around her wrist and jerking it away from her crotch. "Let me help with that."

Another tentacle begins rubbing along her slit, its suckers clinging to the folds and tugging on them as it moves up and down, before settling above her vagina to give her clitoris some stimulation.

With the way free, the princess jerks her body and thrusts inside, her cock sliding past those shaved lips and burying itself to the hit. The Princess lets out a gasp of pleasure. "Ooh wow, ten out of ten, would fuck this pussy again." She knows it mean to force her to ask for air constantly, so she presses her lips against Etolie's unbidden, driving air down her lungs as her tongue forces past her lips, all the while pounding into her with sharp, aggressive motions.

She feverishly sakes her head as her arm is jerked aside afraid of what would happen. She, she did not wish to be impregnated and it is that fear that presses into her mind as her other hand is busy swatting at the sea weed that's still clinging to her, as she chances a look behind her, her eyes widen in terror as a phallus begins rising up out of the slimy mass only to make her more frantic in grabbing the gooey thing as it begins to take shape.

The hallucinations in her mind are wrecking havoc with her senses those fish sucking on her nipples and clit as the tentacle opens her moist flower up.

There is little doubt to her excitement, though it seems that it is more frantic then anything as she fights with the sea weed behind her for whatever reason. There are two things that cloud her mind, the ooze behind her and what it intends to do with her and that scene from Alien with the critter bursting forth from her chest.

Maybe … maybe that would be irrelevant, maybe the pressure would kill her, either thought she was dead and she was better off dying now if that was the case.

Finally she grasps the slimy thing behind her, a stream of bubbles escaping her mouth then as the Princess slams into her. She is unable to vocalize her thoughts but then she is overwhelmed with pleasure to the point that if it were not for her fear she might have lost her grip on the wriggling mass of pink slime behind her.

The sensation of one of the fish vanishes though as the tentacle sees to her there the real over riding the imagined. Easily as the Princess forced her way inside her she was pushed to that brink, her walls tight against the invader, her lips stolen again in a kiss though she needs air with all the thrashing she is quick to bring her attention back to the seaweed that had entangled itself about her.

Streams of bubbles, moans, freely escape her lips. So, this was how it ended? She had made the worse mistaken by trying to assist her father with the business but as far as she was thinking the nineteen year old wouldn't be around much longer to make another.

The Princess, though relentless in her pounding of Etolie's pussy, notices that the student seems to be paying more attention to the seaweed, and gets offended. "You know, I'm trying to get you off here. You could at least I don't know, touch me or something!" She huffs in clear annoyance, but then suddenly realizes what the problem is.

Right, the hallucinations. I told that idiot to tickle my tail so I could help her, but I guess she can't even follow simple instructions. Honestly I'm surprised I managed to keep her alive this long, it must be because I'm a genius.

There are a number of tonics she could use to help calm Etolie down, but given the option of running off to find them, or just continuing to fuck her, it isn't really a contest. She relents slightly, moving on to shallow thrusts that just push past Etolie's pussy lips, as her octopus-like tendrils begin wrapping themselves around Etolie's body, covering her midsection. The suckers cling lightly to her flesh, pulling on it as the tentacles move.

She gets an idea to snap Etolie out of her fugue, remembering the one thing that elicited the strongest emotion from her. "Hey little fish," she whispers in her ear. "There's still one way I haven't fucked you yet, isn't there? Maybe that was your final request? Letting me pop your chocolate-covered cherry and give you a dozen orgasms?" A pair of tentacles circling her waist creep behind Etolie, sticking to the cheeks of her ass and beginning to spread them apart.

Etolie is too panicked. She had stroked the tail earlier but the Princess either didn't notice or didn't care to. She was too focused on the imagined threat even as tentacles wrap about her body this oozy phallus wriggles in her hand. She's got only one hand and seems too focused on the imagined threat to deal with the words of the Princess, not that she could respond to them.

Then the whispered threat, her eyes go wide, the slime is barely felt now replaced by the ever real sensation of tentacles going about her, preparing her.

She glances back, shaking her head frantically but not giving up her hold on the time. She's out of hands though, one occupied, and one restrained though the restrained one works to free itself.

She was done. Let go and get fucked. Don't and get fucked. This wasn't fair. She had tried to behave as best as she could, something that had been near impossible given her CDR but she had done a pretty good job of it thus far in her own evaluation.

Defeated she forgoes the breath of air that her lungs begins to ask for leaning forward to kiss the side of the Princesses neck then flicker her gaze up at her as anger begins to set in knowing what was to happen next but it was all beyond her control.

The thrusts let up at least for now but pleasure still pushes through her though that was another matter she could do nothing about at the moment hoping to hell that the Princess wouldn't cum inside her but knowing that it was going to happen regardless.

The Princess plays dumb, her pliant tentacle still stroking the outside of Etolie's ass. "Huh? You don't want me to pry open your backdoor with a pair of tentacles? Well, if you really insist, then maybe I'll hold back, but the thing is I was really looking forward to it." The tentacle is still pointed right at Etolie's asshole, the threat clear even if the Princess's voice is normal.

Lazily another tentacle strokes Etolie's ass cheek. Her speech is punctuated with soft grunts, still casually penetrating Etolie's pussy with her tiny little cock (compared to most monsters anyway). "How about a deal. It's hard for me to cum when you're barely even paying attention to me. I don't know what you're hallucinating, but I doubt it could be hotter than I am. So why don't you gobble up my cock, and then when it's time for my second orgasm I'll have even more cum for your pussy."

She briefly pokes Etolie's asshole with her tentacle, to make sure she knows what refusing her will mean. Though she exudes confidence and masks her real feelings, in truth she's getting very worried. Etolie seems really out of it and hasn't even asked for air yet, and she isn't sure how to ground her in reality except by threatening her with anal rape.

She's wide eyed with worry and glances back, the pink ooze wriggling in her hand and oozing through her fingers. She's panicked with the threat, with this thing that she's fighting against.

And the Princess is still going to cum in her regardless too. She's used up a lot of air too in her struggles despite the Princess giving her a lot of it but it is clear that she does not wish to give in, her mind made to clear of the consequences as she draws away from her, unwinding herself from the girl.

She kisses her to get some air seeing that she would be out of it for a little while, the threat making her compliant though she only had her mouth to work with here. She closes her eyes and begins by kissing the shaft, her lips moving against that shaft tasting her juices on the rod, the tip of her tongue gliding against it.

Etolie glances up at her, probably to see the effect that she's having but the lacks the ability to perceive any detail here. She is only aware that the Princess is looking back though if in disdain or appreciation she doesn't know.

Her lips part around the tip of that cock, hopeful she could get the Princess to cum in her mouth though she is unsure if she can with just her mouth she gives it a try with little else to loose. Her head drops as she deep throats that cock, her tongue brushing over it as she frantically bobs her head up and down as she consumes her with a degree of urgency not wishing to brake away for air as she does so.

The Princess kisses Etolie hungrily as she gives her air to prepare for her task, tentacles running slowly over her nude body and cock still lodged inside her. She breathes deeply into her as she tastes her with her tongue, wanting to make sure she has plenty of air for the ordeal to come.

Idly she notices that Etolie is grasping at nothing with one of her hands. She would like to ask her what it is that she sees but doesn't bother, of course she won't get an answer.

She purrs with appreciation when she feels the girl's tongue on her. "Mm yes, that's right little fish. Love your princess, show her how much you appreciate everything she's done for you."

When her cock is deep-throated she throws her head back and gasps, pushing in, fucking her throat, wanting to get as deep inside the girl as she can. Her hands slowly curl into fists, and tentacles begin covering Etolie's body, exploring every inch of her but never staying in the same place, aside from two which constantly play with her nipples, suckers clinging to them as they stroke her breasts.

She steals herself for the task at hand clearly at a disadvantage here. Her head bods up and down against that length that presses into her mouth the slime in her hand oozing out of it and reshaping elsewhere forcing her to franticly grab at it again.

Tentacles sweep all over her, dispelling the feel of the two fish on her nipples as another, real sensation knocks them aside as suckers begin to play over her sensitive breasts.

She moans against the cock that is pressing between her lips, her eyes press closed briefly as that cock finds itself pressed deeper into her throat.

Fortunately it is not big enough where she's gagging on it but she's forced to keep up with that frantic pace as her tongue swirls against that member as it pounds it's way against her mouth.

Her lips get tighter sealing against that cock as she uses he tongue against the tip of that cock.

The Princess wonders what exactly Etolie thinks she's grabbing at, is she imagining catching fish? After all that fem-cum followed by a delicious fish, it was amazing to think such a skinny girl could still be hungry. But if so, she can expect plenty more protein.

"Hurgh... you must had a boyfriend -ugh- before you came here. I bet you like sucking me off better - mm!"

She decides to reward Etolie for her prowess, and slides a tentacle across her pussy, tracing the lips with the tip, letting the suckers catch on the folds and pull them briefly out of place. Then it worms inside her dripping pink walls, a boneless and pliable organ that moves towards her womb with surprising firmness and strength.

Clyde had been his name. She nods at her words. He had been the top suitor at the time though she choose to come her before any insane notions of marriage. She wanted to be useful for she would inherit his legacy one day and the more she knew the better. Still, he was a lousy lay. She nods though she feels that tentacle against her.

The flow of toxins from the urchin earlier ensures that she is still aroused. Moist folds are pushed aside and it relives her some what only because with the tentacle there the cock isn't she'd have time … well really there was nothing she could really do about it but it was her hope that it would take the Princess too much effort to swap out the tentacle with the cock, especially if the cock was made to feel so good that it sort of forgets to be elsewhere.

Eagerly she bobs back and forth ignoring the fact that she would eventually need air. Panic driving her on as she works, besides any pause and that would give the Princess the time to switch the tentacle out.

She tries not to waste the breath but moans against that member as it slices into her mouth. Moaning only drove more air from her lungs and she was going to need to take another breath sooner or later.

Etolie's moans and constant action costs her more and more air. The Princess makes pleased noises at her progress, and rewards her with deeper and deeper penetration, but seems to take forever to cum.

Just when Etolie's burning lungs can support her no longer, something warm and salty spurts into her mouth, again and again, several jets shooting down her throat.

The Princess uses the tentacle lodged in Etolie to lift her by her pussy, and kisses her when their faces are level. After breathing plenty more air into her abused lungs, she pulls back with a grin. "You just turned my cum factory on," she murmurs heatedly and then thrusts her cock hard into Etolie, double-penetrating her along with her tentacle. "Now I'm going to shoot you up with twice as much."

Being a woman, it was not difficult for the Princess to have multiple orgasms. Intent on fulfilling her promise, she begins aggressively slamming her hips against Etolie's groin.

When she thinks that she's dodged a bullet here she is lifted rewarded with that well needed gift of air that fills her burning lungs. She whimpers as she's lifted up, the feel of that tentacle feels delightful though she goes wide eye with panic at what she heard.

Though given where she is she cannot complain as she feels her body stuffed with that cock it and the tentacle moving vigorously against her as bubbles jet from her mouth, her back arches as she is slammed into 'NOOO' she cries out in protest but only gives rise to more bubbles that stream out of her mouth, her hand tight against that wriggle goo that seeps between her fingers then reshapes elsewhere as it had before.

Powerless there is little she can do save for endure the pleasure that is forced upon her so easily shattering her mind at how full she feels she clenches against the appendage and cock, her body bursting around the pair, trembling in the throes of passion.

Noticing Etolie's cry, the Princess mistakes it for one of pleasure. Even if she heard the words, her translator wouldn't have been able to tell her what it meant. In her culture, no one ever said what they didn't want, they only said what they did, and whoever's status was higher got their wish. Being above all of her people, the Princess was used to always getting her wish.

She works her cock in tandem with her tentacle, using the smaller appendage to seek out and beat against Etolie's G-spot while the large one went for truly deep penetration. Having already cum in her mouth, she has plenty of energy to work with before this wet, clenching pussy forces more semen out of her. Feeling those wet, clenching pink walls hugging against her shaft means she can only last so long.