Etolie tensed up for a moment, the touch of tentacles worming into her hands was familiar but captured her attention pulling it away from what she was doing for a moment. She redoubled her efforts afterward then had to slow down her pace not to over tax herself too soon.

This was new to her and if it hadn't been for his responses she wouldn't have thought she was having much success with matters other than bleeding away her own magical energies. She kept at it, doing her best to relax though he would feel her heart to race as he mentioned those restraints.

Use to being in charge of things, Etolie could barely tolerate being submissive and that was only because she had no choice at times with the things here. All her life other people and things were hers to toy with. So when things were reversed on her she was always uneasy.

First her ankles then her wrists were restrained. Her chest rising and falling rapidly as she displayed signs of distress. Her attention pulled back to the present as she was told to continue.

“I'll try ...” It was harder to focus for her once she was restrained. Once she got started things flowed better as she began again.

“I'll try ...” she murmured as she was tied up. He immediately picked out on the change of her heartbeat as he restrained her to the bed, but said nothing of it as he lowered his body onto hers - keeping the tentacles linked to the ceiling to avoid crushing her.

"Superb." he breathed out as he felt those energies suffuse him. More of those tentacles coiled around her arms and legs as she continued to channel this mystical energy into him, giving him a taste of what it was like to have magic in the first place. "This sensation is amazing. The only way I could explain this would be the light of the morning sun."

For a few moments, he basked in the surreal glow of her magic energy, weak as it was. There was no denying this - it felt amazing. Like sitting in a massage pod after a hard day's work in the mines.

"I am so much more complete now, thanks to you." he breathed out as her magic reserves slowly, but surely dwindled out. "Allow me to reward you..."

With that, he brushed a single tentacle against her exposed nethers. More of those things crowded around her body now, each of them eager to pleasure her. Another pair circled her tits, while one more snaked under her neck, coiling around it a few times before shifting under her head to provide her head with some more comfort than just the plain old bed...

Like a spider he descended down from the ceiling above. Tethered by his tentacles that mass of tentacles staving off the chill she felt. The contact was startling again braking her from her concentration for a moment. She got it back only for it to wane once more as a tentacle brushed up against her sex.

“Ah!” Her breathing heavy, tentacles moving against her limbs, her neck secured by another as a pair swirled about her rather sensitive mounds. The points of her nipples seemed stiffer now.

Etolie had never considered what her raw magical power felt like. She had never heard it described as such. When she used it it was often for malicious purposes so praise was never bestowed upon her. Her concentration bled away, or perhaps her magical energies had been extinguished for the moment.

She wasn't use to maintaining effects for long periods of time. Even her counter to the evil eye was more of a dispelling nature. Her other incantations were simple. Rarely did she use more than two at a time. Only her summons required anything of length but most of that was in prep for the spell so she didn't use much energy.

All in all Etolie didn't have much magical stamina never really needing it. Her magics did little to the monsters here. For the most part she used them on other students for her own ends.

“A reward?” Still unable to see much she experiences some movement with the tentacles near her face as well as the creak of the mattress beneath her. She's not protected entirely from the elements but feels a significant boost in warmth since his descent. “Am I going to like it?” She grins as she arches her back. Her heart still beating strongly against her chest.

The eerie sound of flesh being disgorged from a gap filled the darkness above her, as if he was consuming the magic energies he had provided, and surfacing closer to her senses. She felt it now, the motions in the dark as he finally descended upon her. The dull, strange scent suffused the air as his tentacles eagerly coiled around her neck, breasts and waist, moving slightly to the side when she arched her back, offering a splendid view of her tied-up body to him.

“Am I going to like it?”

"You have been working so hard for me." he responds to her question. "It's only fair that you get to enjoy your reward properly."

This time, the fleshy lengths caressing her erect nipples weren't going for slight teasing. Instead, they worked across her sensitive breasts, groping her slowly and sending fresh jolts of pleasure across her restrained form. The straps were well padded, and only slightly stiff with age, the material well-preserved in this unused facility and provided some level of comfort as her body shuddered against the touch on her sensitive body. More of those wormlike tentacles explored her lips, stomach and nethers as ge continued to grope her. The slight give to the restraints binding her ankles were immediately taken advantage of as a mass of narrow tentacles, followed by a twitching central intruder rubbed up against her depths...

Distracted that stream of magical energy cuts off. Etolie's back arches as she feels tendrils span over her chest. “Ah!”

She shudders, those stiff nubs vibrate as the flesh of her tits rock back and forth in response. Almost as if they were still water and he tossed a stone causing them to ripple in that pleasing way.

Her breath catches, those tentacles moving against her restrained limbs, her eyes go wide as she gasps. Feeling him teasing her watering sex. Still unable to see more than a shadowy form that leaves much to her imagination. Only the parts of him that draw near within inches of her can be seen and even then they are mostly shadow and darkness.

Where he touches her gives her a better idea of a greater picture but she was still foggy as the greater whole of his being.

“Oh!” She squirms a little teasing that tentacle as she reuses to remain still. In effect she teases herself even further.

“Give it to me,” she gasps. Her nipples pulse and blaze against the touch they receive.

“Give it to me,” she gasps.

And in response, the first tentacle cock that jostles past the others pushes her eager vaginal lips open, moving slow so as to give her plenty to experience. He watches with some satisfaction as her nethers shift eagerly onto the intruder, squeezing down on the flesh as it works another inch inside her. Her body shudders with unfettered lust as more of those squirming tentacles crowd around the bed, slowly finding their way around her body as she shifted her hips up, giving them some room to maneuver under her.

The hiss of air fills the air as a relatively fragrant scent filled the dank air of the room they were in as those tentacles explored her sensitive breasts, taking care to slowly work them up. A pair of tongue-like organs moved across her erect nipples as she took in another inch of that twitching tentacle cock that now seemed to exude hairlike tendrils from its shaft. These smaller tentacles shift precisely inside her to pick out her pleasure spots with accuracy earned from experience. Whatever she had done with her magical energy seemed to have invigorated the lengths moving inside and around her body.

A smaller tentacle cock, uncoiled itself from exploring her thighs, and began to tease her rear. Meanwhile, a fleshy tentacle brushed up against her lips, leaving a dollop of a sweet, gelatinous liquid for her to taste. As it waited patiently for her tongue to take in this offerings, a pair of sucker-tipped tentacles continued to explore her breasts - these things were aware of her slowly-erecting nubs, but took their time admiring her bosom before they finally latched onto her proffered nipples.

"Let me know when you need more..."

That was a loaded question. The dank air was becoming richer as if someone was spraying air freshener to mask a bad scent. Her breasts felt as if they were on fire, so sensitive they were to his touch, the tentacles coiled around them, squeezing them and rolling atop those nipples. Each motion causing a shiver to rush through her long before her nipples were latched on and sucked.

Her back deepened in that arc. “Ahh!!! Oh fuck!!!” Her pussy was moist as he took it painfully slow. It expanded around him, then closed tightly around him bathing it in that moist warmth. Was that hair? Strong threads angled out from that tentacle feeling along her as he inched his was forth.

Etolie trembled long before her hips were angled upwards. A tentacle leaving her thigh to work over her ass as another inch was pressed inside her. She gasped, eyes going wide as she shuddered violently. Unprepared for that orgasm to hit her. There was no warning it was coming, she just popped under the stimulation. Some familiar, some new.

As she gasped she caught that dollop of liquid against her tongue. It spread out against her, the taste sweet. At the same time as that liquid was absorbed into the muscle.

Her tongue became far more sensitive than it was. Not as sensitive as before but she experienced a slight tingle. Knowing that a tentacle was nearby she stretched her tongue out licking it. More sparks of pleasure from that act had been received.

Butterflies of anticipation fluttered in her belly. Again she gasped with that slow advancement.

“M-More!” She gasped again before returning to her work.

He watched eagerly as her body shuddered as that tentacle inside her serviced her as it continued its passage deeper into her. Letting her get used to the newcomer, he slowly picked up the pace once her slick juices combined with his natural lubrication was enough to let her take a faster pace, gauging her reactions and responding to the motions of her hips to further pleasure her. The restraints on her wrists held tight, the soft padding ensuring that she didn't hurt herself pulling on them.

“M-More!” she gasped as she eagerly licked up the offered liquid. The sensation of mild numbness soon passed and that unnatural surge in her senses left her tongue incredibly sensitive, able to pick out the motions of the tentacle that lurked above her face. Despite the total darkness, she was able to track the motions of the fleshy thing and began to eagerly lick it's richly-textured underside. It rewarded her with a slow trickle of that liquid which lit up a path of cool refreshment inside her as she swallowed the precious drops, leaving her with a slowly-but-surely increasing sense of touch.

The suckers on her nipples worked slowly at first, drawing up her nubs to full erection with a careful series of licks before they began to suck on those proffered peaks. Narrower, wormlike tentacles eagerly groped her tits, drawing out pleasure-tinged moans of delight from her, drawing her up into a hurricane of pleasure as the smooth-tipped thing behind her brushed up against her exposed rear, seeking out her anal hole with interest before starting to service her rim with those subtly-vibrating fleshy nodules on the tentacle's body.

"I believe no one will interrupt us, so feel free to be as loud as you like." he suggested. "You're doing so well. Ask me for anything, and I'll see if I can grant it."

Etolie's brain reworked itself with the advent of sensations that hit her. Her tongue tingled, that trollop of liquid spread through the muscle causing it to awaken. It could follow the movements of the tentacle near her face. How the air shifted and stirred about her, she pictured it as clearly as if she had been watching it.

Then that liquid caressed the inside of her throat all the way down to her stomach. Enhancing her sensation to touch. Her throat prepared once again, the contents of a partially digested meal felt different. Pleasant. Almost as if a tentacle was stabbing into her core. Hitting all the right spots within.

“Mmm. Haa.” Etolie nodded at his words, her licks turning to sucks now that her throat craved attention. She felt that action pleasant. In a way he had transformed her throat and stomach into extra vaginas. The contents of her stomach always churned against her, hitting the correct spots constantly.

This had the added effect of getting her wetter than she was. Her breathing grew intense. Her body spasmed against her restraints.

Licks fell to her tits. Her nipples so erect that they stung. That tentacle with the hairs pressed into her while another teased her ass. A spot she no longer could deny brought her pleasure as it played around her rim.

She came hard. Her body felt as if it were in an electric chair as she twisted beneath him. Her mouth falling away from that tentacle long enough to utter a single word.

“F-Faster!”

When her nipples were erect to the point that they puffed out in anticipation, the suckers went to work on her, sucking on her tits as she spasmed under those powerful suckers as they latched on completely. The muscular tentacles moved in a slow semicircle while the suckers eagerly worked on her nipples, giving her sensitive tits a full buffet of sensations to ensure that she could experience all that he had to offer. When he gave her a gentle 'bite' on her teat to keep going, she responded with a half-command, half-plea that he had no intention of leaving undone.

“F-Faster!”

"As you wish..." the voice murmured in the darkness, picking up the pace. Those threads of sensation that had been shot into her now diffused through her body, splitting apart into smaller and smaller tendrils as her senses inched upwards. Despite the fact the sensation hadn't reached her eyes yet, there was no denying that this process was extremely pleasurable. The way they slowly drew up her senses without overwhelming her felt...

When the tentacle servicing her cunt picked up the pace, she had become sensitive enough to feel the presence of a small crowd of other lengths jostling around each other as they watched the lucky tentacle push itself into her depths, using her slick nectar as lubricant. One of the cock-like lengths shuddered before dripping a thick, aromatic liquid onto the shaft that was now having its way with her, and the change was notable immediately - this smooth lubricant let it slide with ease into her depths, only stopping when it reached her cervix before it began to rapidly pull back. Just before it reached the ridges at its tip, it shifted directions without warning, fucking her hard just as she had wanted it to. The sound of flesh on flesh, sliding across her lubricated hole flavored her moans as she continued to let herself go.

The tentacle below her had busied itself with servicing her rear, and once it was confident that her anal hole was sufficiently lubricated, it drew away to make room for a newcomer with a spongy, tapered head that pressed against the quivering hole. It's skin was pleasantly smooth, with muscular 'pits' rather than the familiar nodules and ridges on the other tentacles she had serviced.

"I am going to ...service you here now." he spoke as he paused the actions of the quivering tentacle cock she was servicing with her tongue to let her speak. "Are you ready?"

“Mmmph!” Hard nipples bit and teased Etolie felt the clear shift inside her. Those needle thin threads that jutted out of that mass splintered even further. It was almost as if each split revealing an even smaller thread inside it.
In all directions they moved against her. The speed picking up as well. As best as she could imagine the things acted as scales smooth in one direction while a bit rougher when reversing course scrapping against her. It wasn't unpleasant more like scratching an itch.

Not long after that itch became sensitive, pleasant to scratch as the tentacle was splattered with something fragrant. The aroma reminding her of lilacs in full bloom. Not only had the liquid made it easier for the tentacle to move, not that she felt he would have had any difficulty doing so himself. Rather that liquid was meant to make it easier for her.

It's introduction shifted the sensations she was feeling on the inside. At once she exploded, unused to this. Arcing her back even deeper she rode out this experience seeing that he had not let up. This enhancement, while not extending to her sight, enhanced her tenfold. Each of those threads danced against her innards in a delicious way.

Etolie's throat was as sensitive as her pussy was before these alterations. That tentacle pulling back to allow her to speak after he finished preparing her back side. With an audible pop the tentacle slipped out of her mouth. She sensed it close by as he spoke.

“Yes ...” came her one word answer before stretching out towards that tentacle again.

“Yes ...” came her one word answer before stretching out towards that tentacle again.

"Very good..."

The single, finger-like tentacle that squeezed past her tight rear felt just right - pleasurable without the pain thanks to the layers of slick lubrication on its leathery skin. As it wormed its way into her, it opened up to reveal several threadlike tendrils that worked its way into her depths. Their touch against her sense-enhanced insides felt good, and her body relaxed as a somewhat-larger tentacle pressed against her ass.

This newcomer, similarly lined with lubrication from her cunt and its body, wriggled its way into her depths, squashing and pushing the smaller thing deeper into her as the ridges on the second intruder services her rim. The gentle warmth of these fleshy lines massaged her insides as it slid into her properly, using her relaxed body to slowly move inside while her body continued to drip more of her nectar onto the intruding shaft as it moved slowly - a pleasant counterbalance to how she was getting fucked right now.

The thing fucking her cunt picked up the pace to reward her, each pleasurable upthrust sending fresh waves of pleasure through her. The sucker-tipped tentacles that had been sucking on her tits similarly started working harder, the adjacent tentacles eagerly groped her sensitive tits as he continued to service her while the fleshy suckers licked and sucked on her throbbing nipples. It wasn't quite obvious for a few moments, but as the sense-enhancing drugs he was dripping into her body crossed the blood-brain barrier, it was quite clear that the tentacle that was eagerly rutting away into her cunt was almost at it's limit.

"Almost... there..." he grunted out.

The tentacle in her ass worms about only for a larger one to join the fray. Etolie's eyes go wide as it advances the two tentacles fitting in while more of that gel is pushed up inside her as it smears the larger of the two. This transfers to her insides enhancing her experiences even more. Slow thrusts counter the fast pace of the tentacle pounding into her cunt.

She gasps around the tentacle in her mouth. Even the flow of air tickles her senses. The slightest movement euphoric. Her head whips from side to side as she continues to seal her lips around that tentacle. Her body arches in those restraints as she writhes this way and that.

It's like riding lightning. Every thrust bombarded her senses. That gel now working on her insides had been surreal. She felt her mouth, throat, stomach, ass and pussy all on fire. In addition her breasts stirred with those administrations, licks and tugs.

“AIIIEE!!!” Etolie found it impossible to keep it all together. The dam was springing leaks all over the place as something grew at her core. It was hard to say just what caused it. The effect encompassed all of her from the crown of her head to the bottom of her feet as she danced in those restraints even more.

His announcement went unheard as she was caught up in all these impulses. Her mind went blank for the moment all she could do was ride that wave as bliss crashed over her. Her orgasm was long and intense this time around. In one solid wave that seemed to last forever.

It didn't dwindle remaining at the same level. No one point of her body didn't feel that intense relief in one way or another. Juices held back by the plug of her body the sheets would have otherwise been saturated rather than a little damp at this stage.

As her body began to respond to his thrusts, he began to move down faster on her, moving her hips up with more of those tentacles holding her legs steady. The tension in the restraints binding her ankles kept her positioned The bed creaked ever so slightly as the mass of flesh worked against her, each ring of muscle working into her well-lubricated rear with enough force to eject the few tendrils that had managed to cling on this far. Letting her voice echo in the air for a moment, he moved down on her, letting his lateral lengths brush up against her tits. Her nipples were peaked, throbbing under the powerful suction of those specialized organs that had latched onto them as he began to fuck her ass faster and harder now that she was properly lubricated and relaxed.

"This feels wonderful."

A fleshy length above her head responded to her cries by dripping more of that delicious gel on her lips when she moaned out, drawing close enough to paint her lips and kiss her tongue as a particularly rough upthrust caused her to arch her body backwards, moving her head up to meet the muscular length waiting for her. A steady, throbbing heat emanated from it as it twitched in anticipation of what she was about to offer it.

As the powerful cock continued to rut away in her ass, her enhanced senses picked out a smaller tentacle weaving between her legs and teasing her cunt. The tip of this thing was a little different - rather than a singular head, she felt several smaller tendrils embedded into the tip of this newcomer as it gently worked her cunt open before it sent in wormlike feelers into her slick nethers before it began to move into her. This one had almost no texture, but the way it moved spoke of experience - it was aware just where her pleasure spots were and wasted no time servicing those exact areas inside her.

Her lower body elevated as much as the restraints allowed. Etolie's back was in a deep arc feeling those tentacles all over her. Her breasts and nipples targeted by tentacles that had felt like hands and mouths based on where they actually were.

“Oh! Um!” Restrained she was at his mercy. The tentacle in her ass began moving quicker now as the one in her cunt retracted. Replaced by another. The replacement felt different, like other tentacles branching off the main one. The blades of a fan generated off of a main spoke was the closest she could think of. It pressed inside her coaxing another deep moan from her as the tentacle she was sucking on retracted.

Etolie could sense another tentacle near her face. Feeling some sort of gel falling from it to her lips. As more fell upon her she felt tingling there. Her lips were coming to life beneath this effect. Becoming more awakened like the majority of her body.

“Oh god! Oh god! OHHH!” The pair of tentacles continued to work her over. Innards quaked in response. Each thrust, each movement of her body sent waves of pleasure rippling through her. So much stimuli hit her at once she was drowning in it.

There was even more when he returned to taking her mouth. That gel to her lips enhanced the effect. While her mouth, tongue and throat had been transformed already her lips added to this. Burning as that tentacle slid into her then back out. Her body clamped down around him as she came hard as the trio of tentacles continued to delve into her spasming body.