Muffled moans were the only Vanessa could voice her gratitude to the tentacles. There was no doubt about it that her bikini was utterly unusable at this point, and only used as a strange barrier between her flesh and the pink tentacles. Saliva trickled from her chin as a tentacle had its way with her mouth, delving deep into her warm mouth as much as it could. The juices from their lovemaking had allowed slippery sex. The crimson-haired girl felt like her insides were on fire. She attempted to tug her wrists to tell the monster that she needed to rest after the orgasm, but there was no use. Her legs had been spread open for a while now, and she couldn't fight against it. The tentacles would be able to feel her soft breasts and hard nipples.

Even as a voice boomed over the speaker, the knight could barely make it out. Nor did she care too much to pay attention to it. If Mikah had wanted to save her, she would have done so. Instead, the agent was cowardly hiding behind the safety of her walls while a monster had invaded their room and taken Vanessa captive. How did Mikah expect to save the school if she couldn't even save a single redheaded girl?

Nonetheless, she did remember her experience with the blob. It was vague, but she recalled embracing Stephanie while the tentacles worked on the both of them. Vanessa lightly, though entirely covered by tentacles, began to grab a hold of several tentacles with her arms. It was as if she were embracing a lover. Several tentacles would be able to find their way between her breasts to receive a titfuck if they wanted. She embraced them even more, allowing the tentacles to feel her soft, delicate skin that was otherwise bathed in their love juices. "S-Sttaaphhhannniiee..." She mumbled while the tentacle still claimed her mouth. Ah, how could she forget Stephanie. Sweet, sweet, Stephanie. Vanessa's tongue danced around the tentacle, swirling around it. She didn't see a group of tentacles in front of her. No, she was making out with that unforgettable blonde beauty.

"Synchronization continuing to rise. Looks like they're both taking the bait."

"Let's continue, then."

"You might want to hold off on that, ma'am."

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As the girl in 263's clutches continued to moan and writhe in ecstasy, her thoughts continued to swirl. Before long, there was another girl in her mind. Not a girl 263 recognized. Perhaps it would have to fix that later. But her mind was fixated on this girl, even more than the tentacles that were actively fucking her, or the tentacles that were raping them both in her mind. The girl's arms embraced a bundle of its own shafts, holding them close, mimicking what she did to the girl in her mind. Whatever Vanessa's intent, all 263 knew was that these tentacles were now very snuggly wedged between the girl's massive mounds, and that sensation only meant one thing for 263. The tentacles quickly began thrusting into her cleavage, reveling in the soft warmth of her titflesh surrounding them. Although more tentacles continued to tease and prod at her chest, there was no need to press her breasts together - the girl was doing that just fine on her own.

Determined to encourage the girl to continue this very favorable behavior, 263 increased the power and clarity of Stephanie's presence in her mind. It would feel as if the girl was really pressed against her, holding her back. The other girl was being fucked, too, and her breasts bounced against Vanessa's. She would feel them, her hard nipples and soft mounds pressing against her skin. The girl moaned sweetly, eyes clenched shut in pleasure.

With Vanessa's body begging for it, and her tight pussy dripping arousal and juices regularly, it wasn't long before the tentacle in her pussy reached its own climax. Vanessa's only warning was the tentacle shoving itself deep inside her tunnel - so deep that the buried bikini bottom nearly pushed its way past her cervix. The tentacle sat and squirmed for a brief moment, before she could feel a hot rush of liquid pour into her. With her cervix almost impenetrably blocked by her swimsuit, the onslaught of fluid ultimately bounced back and began to rush out of her. What felt like gallons of hot, thick tentacle cum cascaded out of her pussy, some of it painting her crotch and thighs as it rushed out. The tentacle remained embedded in her, futilely squirting into her and letting the wasted seed wash back out onto itself and the floor below.

Vanessa had pictured the blonde girl attaching a strapon and ramming her appropriately. The thrusts weren't coming from a monster but from a dear friend. Her cheeks flushed bright red as she held onto what she believed to be Stephanie. She pressed her luscious thighs against the tentacles even more, squeezing them, as if begging for them to climax all over her legs. Meanwhile, the redhead used her hands to massage the tentacles between her breasts. She grinded her soft melons together while moving them in alternating movements. Her hard nipples would sometimes glide against some tentacles that couldn't quite make the titfuck. The select few tentacles, however, were coated in a soft heaven.

"Mnnggthhh?!" The girl cried out while still sucking on the tentacle. A powerful gush of warm seed began to fill her insides. They coated her insides a color of white, making sure that every corner of her walls was covered by the sticky substance. The excess seeped out of her and trickled down her thighs. Vanessa pulled the tentacle out of her mouth to speak. "More, more..." The desperate girl begged. "Toy with me more~" The crimson-haired girl stuck her ass out at a nearby tentacle and playfully wedged it between her round asscheeks, where she would begin to grind against it. She slid it up and down, teasing the sole appendage.

The tentacle Vanessa had removed seemed displeased to be pulled free of her fuckable mouth before it had finished its work. It dove back in, harder than it had been thrusting before. It entered her with such speed that it shoved itself into her throat. Quickly, it began to thrust up and down her esophagus, cutting off anything else she might have tried to say and making damn sure that she wouldn't be taking it back out any time soon.

Meanwhile, the tentacle lodged in her pussy finally reached the end of its climax. It wiggled contently a few times in her defiled hole, before it began to withdraw. As it moved back, it dug into her tunnel and hooked itself around her bikini bottom. Slowly, the shaft and the clothing were both pulled from her stretched pussy, accompanied by more splashing of tentacle cum. The tentacle popped free, followed immediately by Vanessa's bottom, stained pure white and stretched well out of shape. The tentacle let the useless garment fall to the floor with a wet "splat".

For a moment, Vanessa's nethers were left alone, although the tentacle in her mouth raged harder than ever. In this interlude, Mikah's voice returned. "Vanessa, stay focused. Remember Ania, okay?" The voice was calm, even, authoritative. Its tone left her no room to ignore what it was saying. "Remember what happened. You fought her. You tried to kill her. And you lost. And she raped you. Do you remember?"

Vanessa barely had a second to process everything Mikah had said before there was another tentacle demanding her attention. It threw itself into her pussy, much faster and harder than the last one had entered. And it wasn't alone. There was another pressure against Vanessa's back door, pressing between her ass cheeks and into her anus. And as the other tentacle started to fuck her pussy ravenously, this one pushed its way inside, slowly spreading her tighter hole until its bulbous head popped past the tight ring, and its meaty shaft followed inside. It buried itself in Vanessa's rectum slowly, taking the time to spread her tight tunnel open without hurting her. But soon enough, it was thrusting away just as eagerly as its brethren. Vanessa hung in the air, utterly skewered by the tentacles, as Mikah's words rang in her ears.

The girl's eyes widened as the tentacle shoved itself back into her mouth. She tried to resist by pulling her tongue further back into her mouth. It wouldn't matter though, as the tentacle would still be able to grind itself against her tongue. Vanessa's mouth had essentially turned into a second pussy. She continued to salivate and coat the tentacle in her hot saliva. The heat from her mouth was nearly unbearable. Vanessa didn't even care that her bikini was ruined at this point. The feeling of the tentacles sliding out of her was already enough to send her into another orgasm.

Then, the voice filled the room. Ah yes, Ania. The woman who had practically made oral sex for Vanessa feel better than vaginal sex. It wasn't a tentacle she was sucking on, but Ania's large cock. Vanessa once again was defeated by the azure amazon. She submitted to the monster and allowed it to fuck her mouth as much as it wanted. Slurp, slurp, slurp. The redhead hungrily sucked on the tentacle, hoping to wring semen from it.

The simulation wouldn't stop though. She felt new tentacles poke at both her lower holes. She widened her legs to accept them inside of her. Yes, yes! Fill me with happiness! Vanessa thought. The tentacle that entered her pussy would be able to feel the curves of her vaginal wall squeeze against it, as if forcing the tentacle to conform to the shape of her insides. Hot semen was still covered inside of her, serving as hot lubricant. Meanwhile, the tentacle entering her asshole would find an entirely different texture to her wall. It was tighter. Flexing both her muscles, Vanessa made her vaginal and anal walls tighter. She was impatient for semen, and wanted to be rewarded as soon as possible.

"Neural signatures are spiking, in line with expectations. Wonder what she's remembering about Ania."

"The less I can think about what that psychotic slut gets up to, the better."

"Synchronization is at sixty percent, still rising but slower. Neural activity is erratic, looks like the streams are starting to cross."

"We'll keep going. It won't bother 263 and I want to see what happens to her."

"Acrylius, then?"

"No, Neva is a trusted and respected member of the Shokushu faculty. If 263 picks up memories of her identity and then passes them along to anyone else, it'll constitute a severe breach of protocol. So no one posing as teachers."

"Same for Vera?"

"Unfortunately. All things considered, there's only one more story I care about her telling."

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Although Vanessa's body and mind were both begging for 263's cum, the tentacles didn't climax so easily. The girl would have to wait and take her fucking in the meantime, but at least the appendages were plenty accommodating in that regard. The tentacle now spearing her ass quickly grew in speed to match its counterpart, pumping into her anus quickly in an alternating time with the one in her pussy. The girl's body remained tight, but it was negligible deterrence to the tentacles as they forced their way in and out again and again, forcing her holes to spread.

Her mind was becoming as big of an orgy as her body. The visions of her past encounters began to overlap and blend, figures appearing and disappearing at will, holding her and rubbing her and fucking her in place of the tentacles. The images were so vivid, impossible to tell mirage from reality. On and on they took her voluptuous body for a ride. And even when the tentacles were in control of her mind, they seemed to adapt their behavior to match what she was remembering.

Slowly, a few more tentacles approached her breasts. They looked similar to the others, save for a round orb on each one, just below the the head. As they approached, that orb began to vibrate, and the rest of the tentacle with them. The vibrating tentacles began to rub over her breasts, paying especial attention to her nipples. Several more approached, and soon the air was filled with a loud humming as half a dozen vibrators pressed into her tits. The noise was so loud that she could barely hear the next thing Mikah said.

"Vanessa, do you remember the spider and the goddess? You were attacked by them, trying to save another student. They raped you together, and it felt good, didn't it? Remember it."

The tentacles pushed through, feeling the unique walls of her pussy and asshole. They were warm and inviting. She didn't even care if the images before her changed. All that mattered was that something was drawing on all of her past experiences, and bringing to ecstasy. Sweat trickled down her cheek from the rough sex. There was no letting up from the scene, and all her body could do was react to the forceful thrusts of the tentacles. Her legs widened every time they dug inside of her. She felt a tentacle prod against her cervix many times, filling her up completely. Her breasts bounced energetically.

It was then that something life-like rubbed against her mounds. What was it? Vanessa opened her eyes, catching sight of the thing in front of her. The voice in the background seemed to be calling out to her, but it never reached the Knight. Instead of seeing the goddess and spider woman, Vanessa saw something else. She was in a dark room. A single lightbulb was suspended from a string, and the things pressing against her breasts were actual vibrators. And the person lurking behind the shadows? Vera.

As if going against Mikah and the scientists' desires, the redhead dreamed that she was being toyed with by the head girl. No longer was the head girl teasing the teen, but going all out and providing her with maximum pleasure. Instead of tentacles, Vanessa was mounted on a wooden horse while two dildos drove up into her. Vanessa imagined herself holding the horse, and wildly shaking her hips back at the dildos. "More, more!" She moaned, sticking her tongue out. Anyone watching would be able to see the redhead shake her delicious ass, rocking it from side to side. It caused the tentacles inside of her to press against her walls. She wiggled her hips in a circular motion. "I...I love it, Vera! Spoil me more!" The room filled with her musical moans. Finally, Vanessa had been accepted by the head girl. It was all she could think about, and all she wanted to think about.

Ah, well... shit.

Goddammit.

So what now? Do we terminate? If this is a breach of protocol, we're gonna have to vaporize 263 anyway.

...Fuck Vera. Proceed with the experiment. There's no reason to believe 263 will share memories with other victims anyway. The bigshots can always get a new head girl if her secret gets out.

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Despite the consternation among the researchers, 263 didn't seem to mind this new direction of memories in the slightest. On the contrary, the fact that it was so arousing to Vanessa was delightful, and it was thoroughly expressive with its approval. As the girl's hips began to gyrate and grind against the lengths inside her, the tentacles pushed back, working in opposite movements to push themselves as hard and fast into her as they could. They left her mouth unimpeded, letting her lovely moaning voice fill the chamber and echo off the hard walls. The vibrating bulbs on her breasts hummed louder and faster. Soon, another such tentacle was moving toward her crotch, already humming. As it approached, it split into tiny tendrils, all connected to the central mass. The tiny arms reached out and wrapped around her clit, drawing close and enveloping her cum button in the vibrating mass.

The fact that this particular memory was so effective on Vanessa's desire wasn't lost on 263. It began to focus on playing the visions back to her, letting the other fantasies fade and her visions of Vera and the dark room become more and more vivid, more real. Soon enough, it was all she could see - just her confines, and the instruments of her violation, and Vera. The girl smiled at her as she tortured her with pleasure, adding more and more stimulation. Desire and arousal burned brilliantly in her eyes. She piled it on, more and more, her hand never leaving Vanessa's body.

With her vision so filled with the mirage of Vera's dark room, Vanessa couldn't see the tentacle approaching her crotch. But she would certainly feel it as it dove into her pussy, spreading her wider than ever. It quickly began to thrust, time alternating with the one already taking up her pussy.

The crimson-haired girl was intent on not letting the tentacles win. Or at least in this case, the toys win. Vanessa wanted to show Vera just how lustful she was in hopes of gaining her approval. More, more... she rocked her hips passionately. The toys rubbed against her walls, as if grinding against her walls. She reacted well by flexing her inner walls. She tightened her insides until she could make out the exact shape of toys. "Mhmm... it's good ♥" She moaned. The girl leaned towards the vibrating toys to feel more of it against her breasts. Eventually she began to rub her breasts against the toys. Lust filled her eyes.

Then, something vibrating pressed below her. Below her was what appeared to be a living toy. "Yes, yes! Amazing, Vera!" She cried out joyfully. The small vibrating toys wrapped around her clit. Immediately she felt her legs go weak. Her body was burning from the sensations, but she still couldn't help but to rock her hips. The redhead looked up. Though she reached the eptiome of pleasure, she looked unsatisfied. "Don't... you want to touch me too?" She asked the silver-haired girl.

Her eyes widened as something rubbed against her wet pussy. "Wait, I can't take anymore! It's imposs-" The toy shoved right into her pussy. The girl's tight walls didn't quite like being stretched so much. They began squeezing the toys, making every thrust into her loving hole even more pleasurable. The tentacles would be able to feel how soft her insides were.

The silverhaired woman looked up at her, her usually cool eyes filled with lust and sexual amusement. "You're doing very well, Ms. Crowell," she said, her usual factual tone just barely tinged with a hint of sexuality. "You're taking your fucking like a diligent whore, and have exceeded my expectations." The girl reached up and squeezed Vanessa's breast firmly, pressing the vibrator harder against her nipple.

The second tentacle began rampaging inside her pussy before she could take a moment to adjust. The twin tendrils slammed into her all the way to her cervix. They moved in an alternating pattern, with one leaving as the other rushed in. When their heads met in the middle, it stretched her the widest she'd ever been stretched. The friction was constant, coming at the same time it was going, and her body was constantly being rocked hard by the muscular masses. The other tentacles delivering pleasure to her continued their attentions, vibrating against her erogenous zones. As "Vera's" touch discovered more sensitive spots on her body, vibrating tentacles began to lightly stimulate those areas as well.

Vera clicked her tongue as she tried to complain about the sheer girth inside her. "Now, now, Ms. Crowell. Don't disappoint me. Your body can easily withstand this treatment. Embrace the sensations, and keep your body tight. Discipline is what you need to be a good slut, Ms. Crowell. Lust, and discipline. Discipline your body, so that you may take whatever kind of fucking anyone wants to give to you.

That same desperation filled her eyes. She wanted to be with Vera, not be beside her. All the crimson-haired girl could do was wither away in lust while the silver-haired woman watched, unscathed. Then, she received a compliment from the head girl. "Y-you really mean it?" Vanessa's heart raced from the compliment, and in response, began to wag her ass at the tentacles even more eagerly than before. Her body was then sent into a shock as both tentacles forced inside of her pussy, opening the knight up more than she ever had before. The sensations of alternating dildos inside of her sent Vanessa over the edge. Her inner walls closed around them as much as they could, squeezing the near-life out of those tentacles.

Her amber eyes shot wide open, and the girl could no longer work on the tentacles. Instead, her body was helpless before the overwhelming thrusts of the tentacles. "Vera, it's too much! It's too much!" The crimson-haired girl moaned, letting out another orgasm. Her womanly juices showered the appendages until they were practically sticky from it. Vanessa leaned back, almost shocked from the pleasure. "Too... much..." Vanessa could still see the silver-haired girl at the corner of her eyes. She extended an hand, desperately reaching out to her.

The tentacles continued to thrust into Vanessa as she orgasmed fiercely. They pounded her body relentlessly, basking in the flow of her juices and the tightening of her muscles. Her body caressed them aggressively, giving them every reason to fuck her harder. The girl's last bastion of reason stood to her side - a witness to her eager defilement. Vanessa's hand extended towards her, but was left to hang futilely in the air.

And then there was a hand around her wrist, and Vera pulled Vanessa's body sideways as she leaned in closer. The next thing Vanessa could feel was Vera's tongue against her breast, as the silver-haired beauty sensually licked her generous orb. Vera offered only the slightest moans as she pleasured Vanessa's chest, keeping her arm to the side to expose her breasts more. Vera's free hand moved to grab the breast closest to her, squeezing it and pressing the bulge into her mouth. Her soft lips wrapped around the surface of her tit, sucking firmly at her flesh. Her lips popped free loudly as Vera looked up at her, her eyes burning with earnestness.

"It's not too much," she said firmly, staring into Vanessa's eyes. "You can do this. You will."

That was the last thing she said before the tentacles thrust into Vanessa's holes. A moment later, their cum flowed forcefully into her body, filling her lower holes. The tentacles didn't let any of their payload escape, and Vanessa's body was soon filled to the brim with thick, hot ooze. She could feel her womb swelling from the volume of it, pouring more and more into her body.

Her fingernails dug into the palm of her hand, squeezing it tightly. The redhead bit her lower lip as her body quivered from pleasure. Sweat trickled down the side of her cheek. "Mhmmm! Aaahhh~" Just when she thought that she was about to lose all sense and reasoning, something pulled her sideways- urging her attention towards it. Vera stood to her side. The head girl's tongue inched closer to her breasts. The crimson-haired girl half-expected the woman to pull back. It was normal for her to tease the knight as such. That was why it surprised her when she felt the hot appendage press against her tongue. It burned her nipples, causing the knight to slump over Vera's figure. "Y-your tongue..." Vanessa offered the entirety of her body over to the head girl, leaning sideways even more to give the woman more access to the girl. At the same time, her body shifting to the side caused an angle at which the tentacles were thrusting inside of her. The tentacle heads pressed against her wavy insides.

Vanessa lifted one leg higher to give the tentacles more access to her hungry pussy. Amidst the moans and bouncing breasts, the crimson-haired girl looked wearily at Vera. "S-stop... stop lying to me..." She whimpered. Vera would never truly lust after the Knight's body. Vanessa knew this much as fact. It could only mean that the head girl sought to manipulate the girl after it was all said and done.

"H-huh?" She looked down, realizing the toy she was riding was started to squirm even more. "I-I'm cumming!" The girl's body tensed up, coating the twin tentacles in her lovely womanly juices. The girl's hips jerked violently back and forth, as some strange, sticky fluid began to flood her insides. Vanessa didn't hate the feeling. In fact, she loved it. The girl straddled the tentacles and began to ride out their release until they were finished with their job.

The tentacles began to thrust again lightly, even as they continued to cum. Both of her holes were swelling from the sheer quantity of hot, sticky liquid filling her up. As they began to move, some of it seeped out of her, forced out by the pressure and the slim chance for escape. But no matter how much they pumped into her, the tentacles seemed reluctant to leave Vanessa's warm, tight insides, especially while her horny pussy continued to climax against them. In her mind, Vera smiled down at her as she writhed against the masses inside her, feeling herself filled by a liquid she couldn't identify. Her expression didn't change as Vanessa accused her. She merely drew back, and ran a hand along her stomach, still bulging with cum.

"But this is what you want, isn't it?" She grinned wider as her hand moved down Vanessa's abs, across her waist, and then down to her crotch. Her arm jerked and pulled, as she felt the long shafts inside her all start to withdraw at once. "You want me to fuck you." As the cocks inside her finally pulled free, what felt like gallons of thick, warm liquid flowed out of Vanessa's holes to splatter loudly across the floor. Vera smiled down at her leaking lower body, delighting in the deluge of mixed cum that practically squirted from her overstuffed body. Her arms continued to work, although Vanessa couldn't see what she was doing.

In reality, more tentacles were approaching Vanessa's pussy. They were noticeably thinner than the ones that had ravaged her before, but there were more of them. A lot more. In truth, 263 wasn't sure how many the girl's body could take at once, but it was going to find out. Given what she'd taken before, three seemed like a good starting point. A trio of tentacles moved ahead of the pack, angling straight for her lower body. The vibrating tentacles continued to run on her sensitive spots as the new fucking tentacles moved up against her wet, swollen lips, still leaking tentacle cum from the monster's last climax.

When Vera looked up at Vanessa, her smile was pure confidence and desire. Her teeth showed as she spoke. "You do want me to fuck you..." When she spoke again, the feminine, human voice was replaced by a deep, masculine growl, like something ancient and insidious. "...don't you?" Without waiting for a response, "Vera"'s arm shoved towards Vanessa's crotch, and she felt three thinner phalluses penetrate her, one after the other. They quickly began to take turns pumping her, one or two thrusting in as the remainder pulled back to hammer her again. It felt like a storm of sex raging inside her nethers - constant and unyielding, almost like one unending thrust in. As the new intruders stirred up Vanessa's insides, Vera leaped onto Vanessa's stomach, straddling her.

"Tell me to fuck you, you horny slut," Vera said in the other thing's voice, as she reached down and clutched Vanessa's tits.

Vanessa's folds were wet and hot with the monster's sperm. It flooded the young girl with happiness, that she couldn't help but to squeal. "Nooo~" The redhead cupped both her cheeks. She was smiling. Likewise, her womanhood squeezed down on the tentacles to prevent them from completely leaving her.

The girl silently followed Vera's hands with her eyes. Where was that hand headed? "Nghh...!" Even the feeling of the smooth tentacles sliding out of her sent shock waves of pleasure through her body. The crimson-haired girl looked down at the concrete ground to see the hot, seeping semen slip out of her bloated stomach. "Aaahh... no, a knight shouldn't be this disgraceful ♥" She was still breathing heavily, trying to recover from the rough sex. "It's not true... I don't want you to do anything to me." Vanessa blushed. Most likely, Vera would stop here and leave Vanessa yearning for more. That's why the redhead decided never to get her hopes up with Vera.

Hot seed was still coming out of her. The knight was still floated, yet felt something vibrating pressing against her womanhood once more. Three separate appendages forced their way into her. Some semen was forced out of her to make room for the tentacles. These smaller tentacles would bathe in the warmth of the tainted womanhood. It was coated with sticky fluid. Her inner walls curved and hugged the newcomers. Once again, her slutty moans filled the room. Her pussy had become so sensitive to any sort of touch that she felt like she was on the verge of another orgasm already. "Mmhhmmm!" The crimson-haired girl hugged the woman on top of her. She grabbed a hold of Vera's shoulders and pulled her down in order to steal a kiss from her lips. Vanessa locked lips with the silver-haired woman. She slipped her tongue inside the mouth of her partner, swirling and pressing her tongue around Vera's. A few moments passed before she broke the kiss. "Yes, fuck me Vera. Fuck my shameless pussy ♪"