As her body wrung out the powerful intruder in her ass, she felt the ridges inside shift to reveal ducts from where smaller lengths emerged, pushing against her insides as she was fucked hard. The writhing shadows above her were visible to her sense-enhanced skin from the motion of air it caused as it moved. In response to her eager cries of approval, more of those wormlike lengths coiled around her limbs, providing a much-needed cushion against the sheer forces that she was putting on herself as she was fucked this way and that. Despite her multiple orgasms, the sound of flesh being pushed out from something continued above her - as if her infusion of magical energy into the creature's body was still being utilized as he continued to pleasure her in a four-directional vortex of absolute bliss.

The exhausted suckers on her nipples were pushed off by a larger pair of sucker-tipped tentacles that eagerly bit down on her sensitive nipples, sending a fresh jolt of raw pleasure through her - just in time to recognize the familiar throbbing in her ass as the tentacle cock fucking her ass finally had its fill and was preparing to reward her with more of that wonderful elixir that seemed to cause her senses to bubble upwards into levels inconceivable to the average human. With a low grunt, he leaned in to trap the squirming girl in his tentacles, then he ejaculated into her depths, the temperature-defying sensation rushing through her well-fucked insides before it crumbled apart like so many glimmering spiderwebs inside her, retouching her sense of touch as the coolness reached her skin.

Without another word, the thing fucking her cunt followed suit. It pressed against her cervix to let the threadlike things on its tip push open the gates to her womb ever so slightly, then began to ejaculate something warm right into her deepest reaches. It was thicker, and to her sense-enhanced body, it felt absolutely pleasant against the uncomfortable atmosphere of this underground room. Warmth radiated out of her womb, quickly conquering her body as she felt those familiar narrow tendrils snaking into her packed womb, the tendrils stirring her cum-packed depths for a minute or so before they withdrew into the cock that still throbbed as it pressed inside her. The tentacle servicing her mouth, almost as an afterthought, lifted off from her tongue to let her moan.

More tentacles secured her as she felt him rise and fall above her. Etolie experienced the air current dancing all around her as he dropped down from the ceiling only to reel back up to it. Almost as if he were a spider unable to make up it's mind in descending a thread. That pace was impossible to follow as he bobbed up and down.

There was a displacement of those tentacles on her tits. The replacements biting down on throbbing nipples. Etolie cried out louder than before around the tentacle in her mouth. The very sounds she produced rattled the insides of her throat, vibrated against those lips and delivered even more bliss to her shattered body.

As he continued to blunder her depths Etolie felt the reshaping of her body as her senses became more attuned to what was happening. Caught in the throes of her own release she would have missed out on the fact that he exploded in her ass had not the fluid tingled against her in a way that brought pleasure. There was a tingle against those walls that remained even as he drew out of her as the liquid massaged itself against her.

“UMMPHH AHHHH!!!” She squealed out as a second gush filled her pussy a moment later. Those tendrils mixing those fluids as he painted her eternally for what seemed to be forever before retreating as well. Not long after he vacated her mouth.

Yet Etolie still felt full. All that gel stimulated her more than it had in the past. Was it a different gel? Had it grown in intensity the more it was used? There was so much of it filling her that her mind was scrambled for a long moment. Even breathing in an attempt to catch her breath did little good stimulating her even further as the gel moved within her stomach.

“Oh fuck! It's even more intense.” Etolie was still riding out that bliss. Wave after wave of pleasure hammered her. She struggled to get a grip on these sensations.

“Oh fuck! It's even more intense.” she gasped out as a particularly sensitive spot was caressed. He slowly slid up to her neck and the voice, low enough to be a whisper, penetrated through her head.

"Well, it is Walpurgisnacht after all." he breathed out. "Thanks to your efforts, I can make this a splendid experience for you..."

The sound of slick flesh being disgorged from what felt like a hole continued to fill the room, dominating even the wet slaps on her body as he fucked her ass hard. The smaller lengths that had been pushed out by this oversized newcomers now clung to her rims as she was rocked back and forth, slowly wriggling into her ass. Their motions were clear to her despite the hard fucking she was getting, each pleasurable thread carefully winding through her good spots, causing her pussy to quiver in response.

Rewarding her obedience, a second tentacle brushed up against her nethers, the fleshy - almost flat tip of this thing using it's frontal ridges to gently tease her pussylips to open. When the tentacles holding her thighs spread her apart a little more, her slick cunt opened up ever so slightly to welcome this warm, throbbing length into her depths.

Once she was impaled both ways, the tentacle cocks began to fuck her hard - moving just so to keep her in the throes of absolute pleasure. The ridges, nodules and creases on this newcomer moved precisely to service her good spots without even missing one. Her restraints creaked slightly with each powerful thrust, but they held firm as he continued to take both her holes hard, leaving her mouth free to moan and scream as much as she liked. This he continued for several more minutes without stopping before he finally reduced his pace for a brief moment.

"I would like more of your magical energy." he finally groaned to her. "Please provide what you can."

Each sound was amplified. To the crinkle of the restraints. To the creak of the bed springs. He filled her with an urgency battering her back and forth as he drove into one hole then the other. Her lower body lifted as much as those restraints allowed as he delved into her.

Etolie's mouth remained free to moan and cry out as she was taken. Tentacles swarmed over her sensitive breasts. Nipples stung against the air. Others spread her apart as he entered her while others still gripped her forcing her legs apart.

Etolie's eyes rolled back. That arch of her body as deep as it would go. “AHHH!” She cried out again. Her own cry vibrating against the insides of her augmented throat. It felt odd. Feeling as if there was an explosion in her throat that triggered her own violent release. She felt as if her entire body was being carpet bombed. Orgasm after orgasm rippled through her from different areas of her body. Her ass, her pussy, throat, mouth, stomach and even tongue. As if each area had been transformed.

When he finally stopped Etolie was in the midst of catching her breath. Each intake of air jostled her keeping her on edge.

“Give … give me a moment ...” Etolie didn't have great reservoirs of magical energy. Nor could she keep her focus if distracted. Most of her magic was prepped in advance and there was little she could accomplish spur of the moment.

“It's tough to maintain and focus ...” When she did manage it again it was a slow trickle that needed to be built up. While she wasn't really spending her own magical energy focusing was equally as exhausting being something she had no practice with until recent. It was more akin to catching her breath after a long run rather than waiting for that energy to replenish itself after hours of inactivity.

“Like this?”

“Like this?”

"Splendid." he praised her, his voice seeming to come from all directions now as his fleshy body seemed to surround her. It was a mercy that the powerful thrusts had slowed down, eventually stopping as she finally spent the last of her magical reserves and tried to get them back.

More of those things wrapped around her. Others - living tendrils of liquid flesh slid up her back as she was completely surrounded. The sound of flesh moving against flesh inched ever closer, easily picked up by her attuned senses. Powerful, muscular things moved under her sensitive chest, shifting up to cushion her from the strain as she pushed her body to the limit. And there she felt it - like so many microscopic tendrils sinking into the pores of her skin, further sending her senses higher with each pulse that echoed back to her.

"The more you draw upon your power, the more you can learn to use it. Of course, it will take time to truly master your gifts... but should you apply yourself to it, I believe you can attain so much more power than you have now. I look forward to your continued mastery of the mystical arts."

And with that, the maelstrom of sense-enhancing pulses bleeding into suddenly stopped, leaving her in a fleshy void. The thing inside her ass throbbed, warmth flooding through her being as she felt, rather than saw the monstrous appendages on her back move to completely enclose her.

"Very good. Once you've rested properly, we shall do the opposite." he spoke as he continued to wrap up her limbs securely with those powerful, slick tentacles. "The conduits of my power are yours for the time being. When you are ready, draw upon it. Will it to replenish your own magical reserves. Relax your body completely as you will the magic energy to meld with your reserves..."

He slowing down was a small mercy. It enabled her to concentrate a little easier among all the distractions. Liquid tendrils wrapped up more of her panting body while others slid between her back and the bed. Etolie's breasts heaved with each breath. More of her body awakened to the plethora of sensations that she experienced.

It was as if even more of her had been awakened in those moments. Tendrils felt as if they were oozing into her pores. This caused a warmth to spread out around those patches of skin. She tingled, especially her back that felt the shifting of the sheets or those tentacles even more than the rest of her body.

She had to concentrate to listen to him. Each fraction of a second bringing more pleasure to her body. Her muscles continued to squeeze around him on instinct. The waves of bliss were constant. Rolling back and forth in an unending cycle.

Power. That word caught her attention. Her repertoire of spells needed a great deal of improvement. Gaining that stamina to cast them, however, would make that task easier when she tried to learn new incantations.

“How … how do I do that?” She stammered. Attempting to collect herself it took some doing and a bit of rest before she was capable of making a reasonable effort of it. First she envisioned pouring water into a cup then doing so in reverse pouring that water back out into the pitcher.

It was slow, her mind grasping new experiences. With a bit of practice she felt something. Not quit sure what. Etolie trembled at one point, bliss showering her. She released, yet at the same time felt her muscles relaxing as they were refreshed by whatever energy she managed to draw in.

“This … this feels strange ...” Etolie attempted to sort out the pleasure she was feeling that entwined with an ease of all the tension she felt.

“This … this feels strange ...” she murmurs as she sinks deeper into the eerie void created by the pocket of flesh, the sound of his body seeming to 'emerge' from something the only sound filling the air. And as she drew on the magic she had poured out, the tentacle buried in her depths continued to throb, gently massaging her insides as it exuded tendrils that brushed up against her, each touch feeling like it drew away the exhaustion that had formed within.

It was slow going, but as the apprentice sorceress learned by doing, he watched in satisfaction as she followed his careful instructions as she slowly learned to relax her very being despite being her situation. Trapped in the dual vortex of the pleasures and forces she had submitted to, she began to respond when the smaller tentacles wrapped around her limbs and neck, throbbing with warmth to keep her body from over-straining herself and giving her something to feel in the endless oblivion where she rested now.

It was a lot of improvement from her first time, he noted. Different humans had different ways to handle the initial contact - but as long as he made sure to offer them exactly what they sought out, he could expect them to yield fully. For a brief moment, his mind's eyes shifted, imagining taking things up to the next level before a low gasp of pleasure from Etolie drew his attention back to her.

"Very good." he coached her. "Empty your mind of all thought, and will yourself to draw on this power. Through continued exercise, your strength can only grow."

Almost as if to punctuate the end of his sentence, the thing in her ass shuddered slightly as it reformed those warm spiral rings around its fleshy length - and as if a slow-working spill worked through her being, he slowly worked her senses back up to that superhuman level she had gotten a taste of. While she was effectively blindfolded, he made sure that her sense of touch and hearing was more than enough to perceive the squirming lengths that jostled against themselves as they admired her body.

"You've been an excellent student so far." he spoke once again. "Let me know when you're ready to take the next step."

That's when a pair of sucker-tipped tentacles brushed against her tits.

“Ohhh ...” She cooed. Etolie's chest continued to rise as that throbbing kept her stimulated. At first it was difficult to empty her mind. It was like trying to go back to sleep with someone constantly shaking you awake. It took time to accommodate those throbs. Getting to focus on nothing was impossible for her with her senses so open there were a lot of distractions.

Etolie had to eliminate them one at a time getting somewhat use to them. The best she could manage was to mute the majority of them to background noise. Even a little stimulation messed with her. Etolie found that if she focused on one thing to the exclusion of the others it was easier to deal with in a way.

She certainly felt something flowing into her. Her body relaxed and refreshed itself though she was unable to shut out those spikes of pleasure. She was further distracted with the shift inside her ass. He was transforming, those ridges moved and reformed before it felt as if he was moing inside her again.

There was no thrusting this time. There was no need. Her enhancements could tell it was just the continual movement of those nodules that spiraled around the tentacle and thus swirled against her insides. “God!”

She gasped. Suckers finding her stinging nipples giving them some relief when they moved back over them. At the same time she felt just how sensitive they were. It took even longer now to do as instructed in the best way she could. She'd make some progress only to be distracted and have to start over again. Whether that was intentional or part of the process she didn't know.

By the time she was ready again she was quit wet. Quivering around the mass that throbbed inside her.

“Ah! OK … I think … umm … ahhh … yeah I'm ready.”

It took her a little time to recover, but it was much to his interest that she was rapidly learning from these on-hand lessons. He had learned quite a lot from her so far, and he was hungry to know more.

“Ah! OK … I think … umm … ahhh … yeah I'm ready.” she murmured.

"Very good, then... we will begin."

From the mass of living shadows in her perception, something emerged from it that her heightened senses of hearing, touch, taste and scent could trace with ease as it got closer to her face. The tapered tip exuded an extremely pleasant aroma that her lungs drew in as the warm drip of liquid forming on its underside allowed itself to splatter on her lips, giving her a superb preview of what was coming up next. When the thing brushed against her lips, prodding it with a muscular tongue to tease her teeth, her nostrils drew on that relaxing scent as more of the tentacles crowded around her face.

The sucker-tipped tentacles exploring her chest took a few moments, just teasing and squeezing her breasts before they went for her erect nipples, the tough flesh latching on to her nubs with practiced ease and pausing for a brief moment before they wound around her tits. A flat-headed tentacle jostled its way through the mass converging on her slick cunt, claiming her dripping hole by using its fleshy head to seal the entrance to the slower lengths that had took part in this impromptu race. Her natural wetness let this newcomer slip right inside her with almost no resistance.

"Little by little, I'll take things up." he explained. "Your task is to continue holding your focus throughout all of this. Even if you fail, do not concern yourself with it. Start again from the beginning and keep at it. Let's start."

She could practically see it in her mind's eye before that drop fell. A splash against her sensitive lips got her to gasp again. At which time she inhaled a lungful of a pleasant aroma. Lilacs, that was the closest thing she could associate with it. But it was slightly different. Whether this was due to the fact that it was different or her senses detected more out of that scent then she could otherwise had been unknown to her.

Her tits were played with. Drugs making the already hyper acute orbs quiver in delight. “Uh!” As they twist around her breasts Etolie gasps louder. Another flatter tentacle finds its way to her sex. Easily knocking aside the others there it sinks into her. Not too deep as if plugging a hole with epoxy.

Lightning races down her spine. Her body a drum to be beaten by all the pleasure that skill and those drugs bring to her. She's quit wet, already trembling with that barest insertion. Her walls fold around him it takes a moment for those words to register on her brain.

What? This was new to her. Certainly her concentration would lapse. That was a given with how many sensations she was dealing with. “O-OK!!!” She gasped, her voice lost in her throat as he got started. Even the most minute of movement caused her to reel.

Her focus lost straight away. “Gods! Feels g-good!” Etolie attempted to collect herself and focus on what she was doing. It was a challenge trying to plot out everything striking at her at once. It took a little longer this time to adjust to the point where she could go a few moments at a time before starting over again.

He didn't hold back on her this time. Taking her hard, he continued to fuck her ass, letting her scream out in sheer ecstasy as he went all out against her. Each powerful thrust drove the intruder inside a little deeper, stretching her insides out just a little longer as he continued to caress and grope her body. The things exploring her tits finally decided upon a pecking order as well, while the powerful sucker-tipped duo had claiming their place at her nipples, the smaller ones groped her tits properly. He only paused occasionally to let her catch her breath when he noticed that she was being pushed beyond her limits, picking up right away as soon as she had regulated her breathing once again.

"Yes. Abandon all thought of failing." he coached her as he continued to pound away at her quivering rear. "Focus your thoughts on drawing out the magic energy even in such a situation. You're learning quite well."

Something new brushed up against her quivering cunt, a series of wormlike things appearing less attached to a single shaft, but rather a convergence of several tentacles from several directions as the thing in her cunt continues to fuck her hard. These newcomers service her lips and clit with confident ease as the flat-headed thing continues to shift its pace every now and then, giving her something new to keep track of. The fluids working through her insides now, backed by the sensation of her senses inching upwards in strength were more than enough to keep her awake and aware of what was happening.

Etolie lost it more than once. It was impossible to keep her mind on the task for long with all those committed hard thrusts that filled her holes. Her tits both burned and soothed beneath the flat tentacles. “Oh fuck! Ahh!!!” Crying out, a tsunami struck her.

Her young body trembled beneath that wave that washed over her entire body. She couldn't determine where the first rupture had originated from. Those thrusts still for perhaps a minute, maybe two, then started back up where they left off breaking her concentration yet again.

It seemed that when he ceased movement it was only long enough for the latest orgasm to bleed away. Once her control returned it began all over again keeping her caught up in a vicious loop. How many times had she came? How loud was she?

Straps pressed against her skin, words of encouragement had been uttered to her. Etolie felt a mass of tendrils against her labia and clit. More honed in on her body bestowing even more pleasure upon her. All the stimulation hurt in a pleasant way. Her body was being overloaded but before she burnt out completely he would stop letting her catch her breath just a bit before dialing it up again.

“Oh god! Oh god! Oh god!” Sheer irony considering that she was under the impression that a demon was doing this to her. Her body grew tight around those tentacles once more before bursting again. Stop. Continue. At some point something happened.

She hadn't even realized when it happened or why. Perhaps from sucking up all that energy when she managed it allowed her to build up to the point she had been at. Like a monk hitting a state of zen her mind shut out some of those enhancements. Diluting the overwhelming ones, shifting to pay attention to the ones she most needed at the time while the others still remained like an app running in the background.

“Cumming!!!” This latest release was both stronger and weaker than her prior ones. Etolie felt the sheer intensity of it all. Yet at the same time things like air hitting her skin, the slosh of liquids inside her hit her even though she was mostly unaware of.

By the fifth orgasm, she had learned to focus somewhat even when the fleshy suckers on her sensitive breasts drew her mental gaze, or when a particularly eager thrust worked smaller tendrils through her packed womb. Approving of her technique, he pushed the intruders deep in her to reward her for all her trouble. When the sixth climax hit through her, he watched as she strained against the restraints while the ever-present sound of flesh being pushed through something that had continued above her finally slowed down, before stopping. As if on cue, the lengths caressing and teasing her body finally yielded as well, lifting away from her while the things buried in her ass and cunt rewarded her with a fresh dose of that splendid gel that left her senses returning to that pleasant high that she sought after.

"That was so amazing, I just had to fill you right up." he sounds pleased. Like a teacher watching a student excel at the subject material that was being taught. "Good. Control your breathing and let your senses join with mine."

The thing in her ass withdrew with ease thanks to the multi-layering of juices lubricating her. A smaller tentacle pushed into her, smaller threads exuding from its tip as it worked its way into her again. Wriggling around, it worked through her insides, stopping close to the base of her spine and letting the threadlike tips spread out inside her. And there it was - the sensation of being part of something more, having access to scent, smell and touch that would be beyond humans.

"That's it." he finished as smaller, dexterous tendrils settled on her restraints, doing something to them. "I appreciate all the magic energy you've provided me with."

Intense. To sum it up in a single word. When he stilled she felt that gush filling her holes even as his touch receded from her. It was a jolt to her senses as that gel pumped her with a sharp clarity. Etolie was confused by all the sensations that slammed into her at once. So much so that she didn't process the retreat of the tentacle in her ass nor the replacement by smaller strands. Not until he was so deep inside her, those tendrils spooling out.

Only then was she able to process things separately and only then in part. Just so many things remained clumped together. Simultaneously she was plucking things out, attempting to categorize each. But her human brain could only manage so much. While it did manage to pick out some things others remained lumped together.

Etolie was aware that he was doing something with her restraints but not quit sure as to what.

As if in response to the failings of a human brain her senses merged with his in a way that was both alien and familiar. A shudder hit her. Something so alien that she couldn't target it. She saw herself restrained beneath him, at least how he saw. And yet her mind cleared up the image in a way that she was use to. She could see portions of him. Mostly the tentacles that pushed in and out of her body.

Yet she was unable to decipher him in the shadows yet. Things were getting a little clearer though. She could see the silhouette of his being.

“Oh! Ah! T-This feels strange.” It was like seeing in two perspectives. Feeling with not just her senses but his own. She felt those tentacles pressing into her wet folds while feeling the pleasure within them as well. Feeling like she was being fucked and doing the fucking at the same time.

“Wow! AHH!!!” She wriggled back against that intense feeling. Her ass cheeks rubbing against the wet spot beneath her from what leaked out of her ass when he switched tentacles.

She felt as if she were about to cum again. Or was that him? It was so hard to tell which. If she weren't laying down she probably would be overwhelmed.

She was caught in a cycle. Energy drained from her and yet filled her up too. The flow wasn't constant, there were lots of interruptions but she felt as if she were replenishing those lost magical energies as fast as she was losing them.

“I'M … I'M … GONNA … AHHHHHHHH!!!!!!!”

(sorry for the extremely late reply, computer finally gave up the ghost.)

“I'M … I'M … GONNA … AHHHHHHHH!!!!!!!”

As she screamed out as her impending orgasm finally hit home, he rewarded her by hilting both shafts fucking her holes and pressing down on her. At the same time, his own climax met hers, followed closely by the sound of flesh being pushed through above her. A low groan emanated from the mass above her as it slumped down on her - taking particular care to to let her breathe as he spewed that pleasant, yet thankfully not any more sense-enhancing fluids into her depths. Despite his own intense orgasm, the tentacle cocks hilted into her ass and cunt pushed desperately, trying to lodge themselves deeper into her - only to be stopped by the fleshy body that had pressed against her stomach. Her womb throbbed slightly in protest as this new batch of fluids filled her insides up, leaving her nethers turgid - the thick cum threatening to flush out the tentacle cock pressing against her cervix.

For a few moments, he left her like this - letting her bask in the afterglow of the shared sensory experience before the smaller tentacles that were circling her wrists quickly unhooked the simple catch on the restraints, freeing up her arms. Her ankles were still bound to the bed, and it took the creature a full minute to finally lift off her body, the sound of flesh moving on flesh slowly fading away as it appeared to stop feasting on her magic energies. As her senses slowly cleared up from the haze of her thunderous climax, she felt the smaller lengths playing around her ankles slowly undo the restraints, leaving her free after what felt like hours and hours of hard training. It was after this that the tentacle cocks pushed all the way into her depths finally began to relent, deflating somewhat as they finally pulled out of her well-worked holes. Thick, almost creamy cum continued to drip out from her packed rear and tender pussy.

"You did well. Now - I have a deeper understanding of your limits." he finally spoke. "Which means I won't be asking you to do this again for a while. Now then, I'd like you to focus on your breathing, and relax for a moment. You've pushed your body to the limit, and I'd rather you not collapse just yet."