The small probe stayed where he had left it for days, recording audiovisual data from the sports teams that often used the gymnasium as practice. Camouflaged as part of the buildup of goods in the long-lived storeroom, it had remained undisturbed even when students and staff entered the locker room to place, get and move the goods around - and judging by the subtle trace amounts of biochemical scents on the floor that served as a tell-tale sign of students and perhaps the staff having a good time every now and then.

The school's indoor sports hall, once bustling with sound, activity and often an extracurricular friendly match or two between campus students, now stood deadly quiet in the dark of the night. It was on one of these nights that he finally returned to inspect the probe he had left here prior. While getting information on the average fitness of individual students was his goal, he found that it was almost as fun - even better than the old sports funroms he had on his collection. Watching the same old thing got old over time, and he was glad to have a peek at a new world of sports.

While the humans weren't properly able to utilize a '3D' field, they were still quite fun to watch.

Emerging from a carefully disassembled heating vent that he had taken care to refit to serve as an emergency escape tunnel for his agile form, he looked around, spreading out his palps to track motion in the storeroom and a relatively large area outside. This way, he would be able to avoid getting surprised by a human walking in on him while he worked to get the data plates from the probe and switch it with a blank plate. A week or so of fresh new data, and while he would have to cut the 'night' segments from the video as nothing much happened aside from catching a campus guard idly walking around, he would still have quite a lot of viewing material. As he clicked the probe shut, his senses picked up the tell-tale vibrations of footsteps long before the auditory signals reached his external 'ears'.

He would have to stick to the shadows, and he quickly shifted his skin to blend with a small pile of old, used clothes on the floor. While most guards would never bother to check the storeroom where he hid, he moved to rapidly hide himself - just in case.

"Damn!"

Tiffany cursed under her breath as she ducked into the gymnasium and peered out of the rectangular glass window set into the door. Ever since her "nightmares" had started, the blonde student had made a habit of sneaking down to the library at night to look at the books there. At first, fearing that she might be suffering from some well known and documented mental condition, she had looked at medical journals, psychology books and other literature detailing illnesses of the mind. But the creatures had seemed so real (AND... if they were hallucinations, how could she remember FEELING them?) that Tiffany found herself more and more drawn toward books about demonology, black magic, paranormal phenomenon, reports of alien sightings, and other supernatural topics.

She wasn't really sure if she was looking for evidence that she wasn't crazy, or proof that she was.

In any case, campus security was relatively lax. Oh, there were guards here and there and they sometimes made rounds of the facilities and grounds, but mostly they played cards, or read magazines (often the kind you had to be over 18 to purchase) or simply dozed off in a comfortable spot somewhere.

The prefects were worse. They didn't have any scheduled rounds, but there was usually one skulking around the campus somewhere every night. And those bitches LOVED to see students get into trouble. And they were harder to hide from because as students themselves, they knew all the spots that other students tended to gravitate to when they were up to no good.

Tonight as she left the library, Tiffany had almost been spotted not just by a security officer or a prefect, but a security officer actually talking with a prefect as he made his rounds. The man seemed pleased to have the company of a pretty young woman for a change, while the raven-haired and rather grim-faced girl was pointing out to him all the usual places students might be caught out of their rooms after hours.

Tiffany had never been caught before, and she wasn't really worried about getting in trouble, but she really didn't want to have to explain that she had been at the library researching both mental disorders and supernatural occurences since she suffered from occasional vivid hallucinations of being assaulted by otherwordly creatures. They would ship her straight to the Asylum for sure!

"Damn!"

Tiffany cursed again and was apalled at how loud the whispered expletive sounded in the vast emptiness of the deserted gym. She couldn't be sure, but it seemed that the pair of "watchdogs" was headed this way. Looking around for a new place to hide, Tiffany spotted the door to the equipment locker...

He didn't need to push out the sensor nodules to hear that.

The word, hard on the human girl's tongue and seething with... resentment? echoed through the air, clear as day to his amplified senses as he peered around the darkened supply room to make sure that he was invisible to a casual inspector. He had amnesiac weapons and drugs handy, but it was a matter of pride to him, that a member of the Marines could continue to work unseen and unknown at large among a community of sapients. His mind wandered as his body settled down - perhaps he could gain a proper Clan name if he was able to conquer this entire settlement without firing a single shot? Any teenager could just step up and conquer a settlement with numbers on their hands - but to do so alone? That would catch the eyes of the Matriarchs for sure... Nobility was a lofty ambition, and he had often dreamed of becoming a Clan Master. From there, it would be a matter of survival, research and development that would immortalize his name in the grand scrolls of...

His daydream was broken as someone approached the supply closet and he closed his eyes at the intrusion - attempting to sense out the intruder before whoever it was entered. It was too late for him to open the vent, but he was confident that remaining like this - would render him nearly invisible to the naked eye in the dark. His skin shifted, going from semi-translucent to a complete mimicry of the debris on the floor, complete with subtle texture changes to ensure that even if he was touched, the victim would not sense anything awry. The gritty concrete paneling, the woodwork, the large set of crates and the pile of disheveled clothes all provided optical distractions for any prey fool enough to wander into his (temporary) domain.

Now, all he had to do was wait. Perhaps this was just a guard having a bad day. Or perhaps a student on a little night-time trip at the verge of getting caught. Either way, he would have a specimen to inspect - an unexpected surprise, but a welcome one. The second option was a lot more interesting...

Tiffany took only a brief glance at the interior of the semi-dark equipment closet as she opened the door, her attention being focused on trying to not get caught. Luckily for her, it seemed to be empty except for the odd assortment of sports gear one might expect to find in a school gymnasium.

Satisfied she was alone, Tiffany pulled the door closed, but not all the way. She left it open just a crack so she could peek through the tiny slit and keep her eyes on the door to the gym.

"When is a door not a door? When its AJAR..." Tiffany thought, giggling a little at the stupid old joke despite the tense situation she found herself in.

If the security guy and the prefect came in to look around, she would have to pull the door closed and see if there was anything in here to hide behind, inside, on top of, or beneath. But maybe they wouldn't come in at all.

For the moment, Tiffany just stood at the mostly closed door, peering out at the entrance to the gym and waiting for the coast to be clear.

He felt, rather than heard or saw someone enter the small supply room, the doors sliding quietly as she turned around to close it almost fully. A low voice, so quiet that he had to strain his sensors to hear, mumbled out a classic human-language joke as she peered out into the school's indoor gymnasium from a tiny gap in between the door and the frame.

From outside, more voices. It was getting quite lively tonight, it seemed.

"...and I'm telling you to do your job instead of slacking off." the prefect's voice, cut off by the indoor gymnasium's swinging doors grumbles in the distance. "Weren't you supposed to be staying out here instead of your office?"

"Look, I already checked it out. Do I really have to do this again?" the guard shoots back. "I really would rather not have to sit out there in the cold when I could be sunning myself at the office instead. This school has splurged on the staff rooms, they all have inbuilt heating and I don't feel like missing that."

"Stop whining and go see if anyone's inside the supply room. Look, you even left it open." the prefect snaps back.

"I lost the keys somewhere, alright? I was gonna ask you about it." the guard sighs as he admits defeat and begins to trudge towards the supply room, walking right towards the blonde girl. Fortunately for the girl who had cracked that funny human-language pun, she had about 20 seconds to find a good hiding place before the grumbling duo would be able to enter the supply room. He had set up plenty for such an occasion, but only the pile of old tracksuits and uniforms dumped onto the floor would provide full coverage for the human girl to hide under.

Ironic that she would find safety among the discarded piles of clothing... and the lengths that worked their way through these clothes were now so well disguised that they would feel natural to the touch. For now, he would watch - and if things needed to be done that way, he would knock out the other two and continue his studies from where he left off from last night.

"No, no, no... don't come this way... don't come this way... don't... Damn!"

Tiffany backed quickly away from the door when she saw the security officer headed her way. Her eyes darted around the room looking for the most likely place to hide. There weren't a lot of options, and there was very little time to make a decision...

The clothes... uniforms or something... it would have to be the clothes...

"Ugh... stupid prefects..."

Tiffany ducked behind the overturned box the uniforms had apparently fallen out of. She curled up on the floor behind the box and started pulling the uniforms on top of her while trying to simultaneously wriggle her way beneath the pile as much as possible. She doubted the security officer or the prefect would bother with tidying up, especially since the clothes didn't seem particularly clean. Some of them actually seemed to be stuck together... so gross...

She had barely managed to burrow her way beneath the pile when she heard the heavy footfall of the watchman's approach and the sound of the door opening all the way.

Well, this was it. If they looked through pile, she was sure to be caught. Tiffany held her breath...

The girl had quickly worked her way into the pile of clothes, and he discreetly helped her by adding more to the pile from her blind spot, then covering her body with the shifting layers that he had now worked to look exactly like those crumpled uniforms and tracksuits. Her heart hammered in her body as she lay curled up in the pile, enough for him to track her. Still, he was confident that humans didn't have that kind of ranged vibration senses to be able to pick out something so small hidden away so well...

The first, a human male by the sound of it, entered the supply room and waited for a moment, his pupils dilating to take in the little ambient light that remained. The prefect - a younger woman - remained behind him as he flicked on a flashlight and ran the beam around, the light's interplay with his flesh so perfect that he blended in perfectly into the wall, floor and the pile of clothes on the floor. After a few seconds, he flicked it off.

"See? Nothing there." the watchman sighs as he stuffs the flashlight back in his vest pocket before facing her, his back turned to them. "The way you were acting earlier, anyone'd think you were trying to get me somewhere private."

"Well, I am." the prefect admits, before she moves to embrace the watchman suddenly. The guard is taken by surprise and falls right next to where Tiffany was hiding, mere inches away from her.

"W-wait, really? Why?" the man nervously fumbles out before he is silenced by a tender, deep kiss she delivered right to the lips. From Tiffany's vantage position, she could see the prefect take the man's hand and gently place it on her D-cup breasts, making him cop a feel off her assets, the sash pushed out of the way as the man starts to babble.

"How's this?" the prefect coos.

"Wait, uh... look, I think you're totally hot." the night guard tries to struggle against his own rising libido. "But this is ...uh... sort of against school rules, isn't it? We really might get caught..."

"Really?" the prefect smiles as she continues to make him grope her chest. "Why?"

"This place might have cameras..."

"No, it doesn't." the prefect smiled.

"Oh, but... still..."

He is gently shushed by the prefect putting a finger on his lips.

"It's alright, I'm legal." the prefect smiles as she deftly undoes his belt and opens his pants up. Despite the watchman's reservations, it seemed that his body was far more eager, his shaft throbbing into an erection as the prefect pulls down his boxers to reveal the length. "The truth is... I was so lonely." she admits before giving the tip a kiss, then shifting to slow licks. If the prefect had looked up from her vantage point, she might have locked eyes with Tiffany. The up-close and personal show continued, with the prefect giving the watchman a blowjob. The prefect was, it seemed - an expert at this as she easily slid the length down her throat without suffering from gag reflexes.

It was a few minutes of this later when the guard finally grunted out a response, drawing the prefect's attention.

"Wanna go all the way?" he asks the prefect, then pats his pockets. "I've got condoms."

"Yeah, but not here. Know somewhere nice?" the prefect suggests as she pulls back from his cock and sits back.

"I know just the place." the watchman smiles, getting up and pulling his trousers back up. "Come on."

The two humans then stepped outside, and he listened to the girl's heart skip a beat as he heard the lock being turned - even she had to realize that she was trapped! The close-up blowjob had given his next victim quite a whirl, however; judging by the flush on her succulent body. He felt the tension leave her body as she spread her limbs and lay in the pile of old tracksuits and uniforms, clearly relieved at the close call. Maybe she would rub one off to ease the tension even further...

He hoped she would.

When Tiffany had first spotted the guard and the prefect, she had been too concerned with getting caught to really look at either one of them all that closely. Hidden under the pile of clothes while the prefect went down on the guy though, had given her little choice but to take a close-up and personal look at the two of them.

The prefect had a pretty, but somehow serious looking face, thick black hair, piercing blue eyes and a rather eye-catching rack. Tiffany wondered how she hadn't noticed the size of the chest cannons the girl was sporting on her slender frame right from the start. They were pretty hard to miss.

The guard wasn't anything special really... sandy blond hair, hazel eyes, average build... not the type of guy Tiffany would take much notice of normally, but being a student at an exclusive all-girl school located on a remote island didn't leave a girl a lot of options as far as cute boys to look at went.

Tiffany had to admit it, though. Watching the two of them was kind of... hot.

The way the guard's cock sprung up as the girl tugged his boxers down... it was pretty big... Tiffany could see the veins throbbing along its length as it stiffened even more in the prefect's hand...

And watching it disappear... inch by inch... between the girl's soft, full lips... again and again and again... the rigid shaft glistening with her saliva...

It made Tiffany's breath quicken and her heart race. By the time the pair decided to move to a better spot, Tiffany could feel the heat of her arousal radiating across her thighs from between her legs and her nipples felt hard and erect inside her bra...

The click of the lock broke the blonde student's sexual reverie, however, as she suddenly realized she didn't know if the door had a latch on this side or not.

Tiffany sat up and started to crawl out from under the pile of clothing. She needed to check the door...

The sudden spasm of... fear? that had cut through the golden-haired girl's reverie had been disappointing as she also heard the lock sliding into place. The mixture of thick arousal and adrenaline pumping in the girl's veins had been so intense that he had almost jumped her as she stood up. However, he stilled the motions of his tentacles through sheer force of will and kept in her blind spot as she inadvertently gave him a close-up view of her perky rear. In the distance he listened to the rapidly fading voices of the prefect and her paramour for the night as they headed back inside the way they had come from. Unsteadily, with her breath still heavy from getting to watch something so erotic from up close, he watched with bated breath as she stepped up to the door.

It had been a familiar object in his regular visits to replace the data plate on the probe - a solid wooden door with metal insets that served as a surprisingly rigid barrier for most, if not all students. The only one who would reliably have a chance at breaking the door down with be that girl that could utilize transformation magic... but he hadn't seen her around. Perhaps she was an exchange student? The adorable, nearly inaudible sound of her finding out the hard way that the door was locked, and the distant voices of the impromptu couple fading out before the blonde student tried opening the door again.

He stood rock still as the attempt failed as there was no 'handle' to grasp aside from a cylinder-like lock keeping the door closed. The way she was now, if he tried to move while in her sights, she could perhaps let out a scream that could be heard. No, he had to plan his approach and execute it perfectly. He continued to watch as she eyed the locked door...

"No... no... no... damn! You have got to be kidding me!"

Tiffany's frustrated monologue was louder than her previous whispering. She was less worried about being caught now that she was worried about being locked in a closet all night. There was no latch on this side of the door. Not even a handle. Just a round metal key plate. What a stupid design! Who made doors that couldn't be opened from inside the room???

She had to think... should she bang on the door and try to get the guard's attention before the couple got too far away? She had seen what they had been up to, so she had some dirt on the two of them. She might be able to leverage that into a "let's-pretend-this-never-happened" sort of situation...

But prefects... they could be such bitches! The girl could deny it and say that Tiffany made it up as a way to try and get out of trouble. And of course the guard would back her up to avoid being in trouble himself.

No... better figure something else out. Tiffany waited until the sound of the couple faded out of earshot and then tested the structural integrity of the door by putting her shoulder to it and pushing as hard as she could. It seemed pretty solid.

"Damn!"

Maybe there was something in here she could use to pick the lock or break down the door... or maybe even another way out?

Tiffany turned away from the door and began to take stock of her surroundings...

It had been a scene right out of a comedy that played out before him. The classic mishap setup followed by angry expletives - he would have let out a belly laugh if he had the organs for it. Instead, he let the pile of clothes that camouflaged his presence to silence the sound of air running over his gills as she walked to the furthest end of the room directly opposite to his position.

The supply room was about half the size of a regular classroom, and the stacked crates of sports goods and even some old billboards from long-defunct sports teams further limited how she could pace around. However, pace around the blonde girl did, her eyes searching the darkened chamber for any way out. Perhaps a window, or even a vent that she could fit into. Where her sight failed in the dark, she would start using her hands to find something - anything to wrench the door open with. With the patience of a game hunter on the quarry of prey, he waited for a chance to offer itself. It was when she got down on her knees to feel around the pile of old tracksuits that he found his opportunity to attack.

NOW!

The coiled muscles fired off instantly, like a serpent's strike - sending powerful lengths running up her hands and coiling around her neck in a split second, the 'skin' yielding its optical camouflage into a mass of confusing fractal shapes that were specifically evolved to stun prey as they roughly pulled her into the mass of tentacles waiting, with more lengths coiling around her legs as she was pulled into the mass of tentacles that now explored her body as they wriggled under her outfit. As she was pulled under, she felt - rather than saw the lengths continue to coil around her head in the dark, settling across her eyes mouth as she drew breath from the air now rich with an indescribable, musky scent that seemed to warm her body up against the cold of the supply room.

The capture took exactly 2 seconds to bury her completely in the twisting masses of flesh that now explored her body with much zeal. In the dark, she couldn't see so well - but now, blindfolded, tied up and buried under a pile of shifting tentacles and old tracksuits, her only saving grace was that whatever her attacker was, he had provided her with a 'bed' of tentacles to lie back on. If it was the hardwood floor, he supposed that what he was about to do to her would definitely leave some bruises. So, he continued to wrap around her arms and thighs, basking in the scent of her forgotten arousal for a moment before exploring her outfit again.

I wonder what the trick to removing this one is... he thought to himself as he studied her clothes.

"AAAHHH! WHA- MMmmmpphhhfff!!!"

That was about all Tiffany had time to cry out as something coiled around her arms and pulled her head first back into the pile of clothes she had hidden beneath only a few minutes ago. She didn't land on either the clothes or the floor though... instead she landed on something that felt like a writhing nest of snakes. At first, she actually thought that that was exactly what she had landed on. Except that it wasn't snakes... whatever these serpentine lengths were that thrashed and coiled around her, they seemed to appear as if out of nowhere for one thing. And for another, they were wrapping around her independently of each other but in a coordinated effort, purposefully trying to immobilize her. It almost seemed as if they meant to keep her quiet as well, as one of the tendrils had snaked around her head and was wrapped firmly around her mouth and eyes...

Tiffany tried to scream again as the appendage cut off her vision.

"MMMMMmmmmmpppphhhhffffff!!!!"

In just a few short seconds, Tiffany found herself practically cocooned in a writhing mass of tendrils, coiling around her everywhere. She thrashed and bucked, straining with all her might to yank her arms free so she could pull the writhing thing wrapped around her head away from her mouth and eyes.

She was no longer concerned at all with being caught by a prefect...

It read her every desperate move in the dark with ease and allowed her to thrash about, each motion allowing another set of tentacles of coil around her. For each length that shifted and slacked to let her thrash around in the fleshy 'cocoon', two or more tentacles easily wrapped around her limbs, slowly but surely slowing her down. While she was moving around like this, it would be impossible to plant the sensor pods on her body, so he waited. Her hands closed around the thing wrapping around her mouth and tugged with adrenaline-infused strength, tugging it slightly... with the unfortunate effect of the length's lower section tightening around her neck. The more she pulled, the tighter it got.

While he let her decide her fate, he focused on her clothes now that he got a proper grip on her body. It was a cute outfit, to be sure - casual instead of the regular school uniform he was so used to seeing. Perfect for the late tropical warm season, while the material was a simpler cotton which yielded to the tentacles exploring inside them. Finding the buttons, he sighed - these were always a challenge, more for bone-backed fingers rather than physical muscle. Regardless, he had a job to do here - so he would adhere to protocol instead of giving into the urge of ramming his cock into her and using her as a living onahole to get off. Peeling off the jacket from her as he pinned her down with the larger tentacles, he then turned his attention on her blouse as the narrow lengths snaking into her outfit worked its way onto her underwear, finding her mildly damp underwear. The narrow lengths brushed across the cup of her bra, teasing her nipples which were still warm from the arousal she had experienced earlier.

Finally, he opened up the lone button keeping her skirt around her waist and easily pulled it down, revealing a pair of ricebowl styled striped panties, the scent of her arousal still fresh on it despite the fact he could almost smell the adrenaline rushing through her veins. He decided to draw out her strength little by little, giving her impetus to struggle by letting the lengths pretend to yield, slowly guiding her limbs into a more complete bondage with each length that got the chance to wrap around her.

Now, what will you do? he thought to himself.

Trying to avoid the writhing mass of tendrils slithering all around and over her was like trying to solve a frustratingly difficult puzzle. Every time Tiffany thought she was making progress, a new challenge presented itself. She managed to free her arms enough for her hands to reach the length coiled around her head, but as she did so, more tendrils seemed to twine around her wrists and arms. And when she pulled at the serpentine appendage, it tightened around her neck.

When she tried to find the end of it, thinking to unwrap it, the other tentacles coiled around her pulled her arms upward and out to the sides, yanking her jacket off in the process.

She had been so focused on trying to break free, that she had barely noticed that several tendrils had worked themselves inside her clothes and actually seemed to be trying to undress her... pulling at buttons and tugging at the fabric...

This realization sent a sudden surge of panic washing through the struggling blonde and her wild thrashing became even more frenzied and violent. But it seemed the more she thrashed about, the more ensnared by the tentacles she became... and the more intimately they began to touch her...

Tendrils pulled open the buttons on her blouse and brushed across her nipples through her bra. More were slithering around between her legs, touching her through the thin cotton of her panties...

"Mmmnnnnnhhh.! Nnnnhhhh..."

Tiffany shook her head back and forth in a futile "no, no, no" gesture that elicited no response at all from the wriggling mass assaulting her. She could feel her skirt being pulled down off her legs, one of the tendrils having popped the single button on it open.

"Mmmmmmmnnnnnffffff!!!!"

Tiffany screamed as loud as she could around the tentacle covering her mouth, then tried to bite it. Maybe that would make it let go of her head at least...

What a strange specimen. She was fighting even when she was fully ensnared. Humans truly were a mystery. For a moment, he looked at the sheathed needles loaded with a variety of drugs, then decided - no, she was going down without it. Regardless of her desperate thrashing that further let him cement a solid grip on her, he continued with his task, carefully undressing her and peeling off her blouse and letting the narrower lengths work its way onto her tits and ass while a pair of tentacles wrapped around her thighs.

That was when she tried that good ol' final gambit - she bit the leathery skin of the tentacle, probably hoping that it'd move off. Unfortunately for her, his skin had evolved to easily withstand miles of undersea pressure and the dense biofibrole netting that formed the underlayers of the skin was remarkably similar to kevlar, her tiny teeth couldn't possibly break anything. But she did bite deep, and it tickled somewhat. For a second, he appreciated the texture of her teeth on his body before shifting forwards, wrapping more lengths around her head and keeping her jaws fixed in position. Now, her muffled yells further pleasured him as the sound waves vibrated the sensory pits deep below. Satisfied that she could breathe properly, he continued to carefully undress her.

The next one was a bit of a puzzle, a cute, lacy bra with no clasp in the back. His attention drawn to this, he felt it up while slowly groping her tits until he found out the answer to the puzzle - a single button up front. Perhaps it was a more economical design for girls in a hurry? he thought to himself as he slowly undid her bra and worked it up her arms where he deftly used it as a makeshift pair of handcuffs to bind her wrists. With her tits bared, he didn't rush to play with them right away. Instead, he focused on other tasks that needed to be done.

Now, let's see...

Something latched onto her neck, suckers working against her flushed skin as they clung onto her, the warm nodules twitching as they made contact with her skin.