Etolie, both embarrassed and shocked by the command flared with color. Her features were a beat red, she caught her tongue in time. Given where she was and the fact that her greatest spells even when fueled by her ring did little good. Anger had been part of it. A sea of emotions swam through her head as he looked down upon her.

She broke eye contact. Turning her head and focusing on the wall. Even with the loss of one of her contacts she barely registered any difference in what she was seeing between each eye. Had her increased senses improved her vision that much? She supposed putting them in was a routine she did that she had yet to brake.

“Aarfph ...” A reluctant bark. That of a small dog. She hadn't been exposed much to larger ones. Given her upbringing little lap dogs were in. Inner cities had all the big dogs. Outside of a few movies Etolie wasn't exposed to them. Again she barked, a bit louder though equally embarrassed.

With the speed that Rhaine was being pressed down against her and the slackening of those tentacles she realized that she had been forgotten in the moment. Or maybe it was because she couldn't really do anything in this position. Even if she could get out from beneath Rhaine there was no way she was going to brake free of those tentacles.

“OHHH!!!” Strong hands went to her hips. Rhaine felt that firm hardness tease against her wet sex. Stroking up then down her slit. Once. Twice. Then in! She felt it bury itself deep within her core. Hearing the slurp as they came together along with the clap of his hips against her ass.

Warm tight and wet muscles rippled around him. Squeezing as if trying to keep him from retreating. Only they failed in their efforts as that sword withdrew from her scabbard only to be thrust forth once more.

“OH GOD!!!” She cried out. Pressed down her face nearly collided with Etolie's head. Fortunately the girl beneath her had uncanny reflexes and managed to turn her head away just enough where she hit the mattress instead.

Her breasts pressed against Etolie's. Those clamps drawing out a cry of pain from the student. Though the following ones generated only small whimpers as Etolie adjusted. Arching beneath their pressed bodies enough where she smacked against the underside of those breasts. Each slapping sensation sending shards of pleasure to the sensitive student.

“OH! YEAH! F-FUCK THAT PUSSY!” Molten heat fired through her. That slick passage already trembling. With each thrust it grew worse, quickening as she was pushed closer to the brink of cumming. Her crimson eyes sprang open when she felt fingers against her. In a circular pattern Etolie rubbed over her stiff clit. With her other hand Etolie traced her fingers around that cock as it plunged in and out of that pussy essentially giving Jarvoc a hand job in those brief moments when he wasn't inside the blond completely.

“OH! AH! CUMMING!!!!” Rhaine tightened around Jarvoc as those throbs intensified. Her hips gyrated as she attempted to milk him for all he was worth.

Shokushu really was paradise. Where else in the galaxy could you spend your days enjoying the perfect climate, then whenever you felt bored pick a dorm room at random and have a gorgeous school girl wrapped around your cock in less than 10 minutes? Heck, if you put in the slightest effort, you could have pair, like the beauties on the bed beneath him now.

The look of utter defeat and humiliation on Etolie's face was better than any whore's "O" face or rolled back eyes to get the domineering shape shifter turned on, as she debased herself at his command. This pawn who thought she was a player was finally learning her place, and the sight of it made him hard as a rock.

Not that he needed any help on that front. Rhaine's spectacular body was pure pleasure wrapped around his rod as he pressed her hard against the mattress. Every time he rammed forward her hot depths squeezed tighter, embracing his manhood and trying to suck him further inside. And each time, that cat tail swung back and forth, a constant reminder of how the beautiful blonde had submitted completely to his whims.

The sounds of their bodies meeting was quickly overwhelmed by his playmate's scream's of ecstasy, first moans, then cries of passion, then pleas for him to be filled, fucked, ravaged, as he slammed again and again into her hole. Suddenly he felt a new sensation, and glanced down to see Etolie had her hands free and had decided to take some initiative. Despite the furious pace he was pounding her friend's cunt, she was somehow still managing to slip her fingers around his cock, getting in a single stroke between each thrust, eagerly trying to please her captor. Maybe her orgasm had gotten her into the mood, or maybe she was trying to tire him out before her turn, but he wasn't going to complain as she skillfully played with his thick spire.

Rhaine was a fantastic fuck, but there was no way she would hold up to this kind of frantic fucking for long before reaching her peak. Her cries reached a fevered pitch, as he felt her entire body quivering in a shaking orgasm, sending new waves of pleasure rolling over his cock. However, so soon after his last release, he wasn't done with the blonde just yet. Even as he felt her muscles turning to jelly with bliss under him, he only increased his pace, fucking her relentlessly straight through her first trembling release, and trying to drive her into a second, then a third, each time relishing how her molten hole tried to milk him, and each time holding back only because of his perfect mastery over his body.

Only when he could hear her cries of pleasure reaching desperate levels did he finally give his dutiful pet her reward, slamming forward until he pressed against her womb and unleashing a tidal wave of spunk into her deepest core and filling her with that molten heat. He held her ass tight against him until her needy cunt had milked the last drop from his release, before pulling back and gently rolling her off to the side of the bed, locking eyes with his brunette puppy.

"I hope you didn't mind waiting, because I've been looking forward this since the moment you opened your mouth."

The grasping tentacles which had absentmindedly released Etolie's arms before retracted back into his body, only for him to grow a a phallic tipped replacement. His hands went to the back of her kness, lifting them and pressing her legs back until her feet were nearly above her head, as he aligned his cum soaked member with her glistening slit. The tentacle writhed its way to the other side of her body, until it was nearly pressing itself against her lips. Clearly, Jarvok intended to put her mouth to good use.

“OH! AH! YESSS!!!” Rhaine cried out. Pressed against Etolie again and again as that pace grew frantic. At one stage she tore away the nipple clamps prompting a deep cry from Etolie as she did so. It was just that uncomfortable knocking against the plastic again and again.

Those thrust were quick and powerful. Occasionally she felt a hand smack against her as Jarvoc's cock was stroked by the student beneath her. It was clear to hr that Etolie was giving him a hand job at the same time he was fucking into that sweet slice of heaven.

Rather than slowing his pace grew even quicker. Muscles rippled over that length that surged deep inside her. 'OH FUCK!!! AHHH!!!!”

Rhaine cried out. Feeling her ass filled with the toy as well as her passage she was pressed through that first orgasm. It was impossible for her to tell where the first ended and the second began. As her clenching began to ebb it suddenly increased and clenched tightly around him. Those thrusts into her wet core making a loud slurping sound matched by the cries that left her lips.

Then the second mixed into a third at some point. This time her cries muffled against Etolie's lips. Unable to keep up with the rapid pace Rhaine found herself cumming repeatedly. After what seemed to be forever she felt him deep inside her. That familiar liquid heat coursed within her triggering another orgasm for the time being.

Breathless she found herself peeled away from Etolie. Now at the side of the other student. Gazing up at Jarvoc as a mess of their collective juices flowed over her thighs. Breasts rose and feel as she took in air. Still conscious she had a far away look making it clear that she needed to catch her breath. Not use to such a frantic pace Rhaine only managed to keep it together due to her extensive stamina training. Though by the time he was through with Etolie she might regain some of her composure.

She cried out in pain as those clamps were torn away from her. In the long run it hurt less. However, Etolie's nipples were so raw and sensitive that the continued slap against Rhaine's had been too much. From that alone she came. Squirming beneath Rhaine Etolie was unused to these enhanced senses. It was damn tough to stop from being overwhelmed. She did manage to shift her senses somewhat though. She could control it a little focusing more on that escalating cascade of pleasure and shutting down comfort and pain. It didn't always work. It was difficult shifting through all the multitude of sensations but she found it easiest to latch on to one of those sensations and ignore the others.

It was like turning up the volume on a television to drown out background conversation. It was still there but diluted enough not to register much.

What had been her plan? Etolie did not know. She had less of one seeing that she had few options. Perhaps she had hoped to exhaust her before he turned his attention to her but she should have known better. Rhaine was peeled off her. Taking from her lips the other student smothering her own lips at some point.

This gave her a clear view at Jarvoc. Despite that cock being coated with cum he was still hard and throbbing. Her eyes widened, her mouth dropped open as if to say something but words did not form. Her legs seized and drawn upward, words registered on her brain along with all those other sensations.

One of those tentacles rippled shifted and changed shape until it was a mirror of the cum encrusted one minus the cum.

“What!? No -” Her brain got up with the scene before her. His member closing in on her soaked nethers. She awkwardly squirmed as she attempted to keep him from aligning with her but that only seemed to make matters worse. She burned with desire. As she attempted to speak her mouth was his for the taking. That tentacle cutting her off and filling her. Her eyes going wide. Clearly she had much to learn about giving head. Not as enthused as Rhaine was, nor as practiced, she did begin with a few tentative licks of her tongue and occasional sucks needing to be prompted more …

(Sorry for the slower than usual reply. End of the month tends to be pretty busy at work.)

Jarvok had a look of mock shock and outrage on his face as he pressed his captive down against the mattress, running his hardness up and down along her wet slit.

"No? NO?!? But just look at how wet you are, my firey little bitch. You're sweet little cunt is practically drooling to taste my cock, and here you are telling me "No"?"

Just as she tried to respond the creeping tentacle pounced, shoving itself between her lips and rubbing itself along her hot, wet tongue.

"Luckily I have a better use for those lying lips of yours. Now give me your best effort, unless you'd prefer I just throat fuck you 'til you pass out. Or who knows. The way you creamed yourself at having the clamps pulled off, maybe you'd like that....Now, where was I?"

His hands pressed harder against the soft skin of her thighs, forcing her tone butt to lift just enough to give him the perfect angle to plunge into her waiting depths. He thrust roughly through the tense defenses her body put up, instinctively trying to keep out the diamond hard invader, but only managing to wrap tighter around it, inviting him to delve deeper, press harder, thrust faster, as he took his pleasure from the trapped girl. Even after Rhaine's excellent service, his stamina wasn't even beginning to wane as he speared into the brunette's steaming core again and again.

While his hips swung back and forth, filling the room with the slap of flesh on flesh, the tentacles filling her mouth was clearly growing impatient. Her weak attempts at a blow job were laughable after Rhaine's masterfully exhibition of her skills. Oh sure, he could feel the occasional lick, perhaps a bit of suction, but certainly not a serious effort. Growling with annoyance, Jarvok pressed the tentacles deeper into the hot confines of her mouth, not quite deep enough to force her to gag, but a clear indication of what would happen if she didn't up her efforts, and quickly.

(no worries been a bit busy myself)


Rhaine couldn't help her now. Exhausted if not unconscious Etolie didn't get a clear view at her as Jarvoc filled her vision. Even the alien features were easy enough for her to read, even if she didn't have the context of his words behind them. Oddly they were fairly human. How much of that had been a quirk of his species or his mimicry as a shape changer she couldn't say. Not that she had the time to process that.

Her mouth plugged up before she could get a retort out. That tentacle taking advantage of her. Eyes widened with his words. The dread of pain shifted her mind to her bleeding nipples. They ached and throbbed as sensitive as they were. In places the skin showed scratch marks were those nipple clamps dragged against her before coming free. There was blood in some places were those scratches broke the skin.

They stung and throbbed constantly. All the while that tentacle pressed into her mouth as he pressed into her. Tight muscles wrapped around him. Perhaps in a feeble attempt to keep him out of that warm and wet channel that he filled so well. She folded around him, the squelch of her sex echoed in her ears along with the springs in the mattress.

With her senses still somewhat scrambled these sounds were loud though paled in the muffled moans that had been ripped from her. Moans that had been muffled by the tentacle as it swam around her tongue and pressed in deeper. Incentive given to her Etolie tensed at the thought of pain becoming even tighter around that rod that came at her with that urgency matched by the tentacle in her throat.

It was difficult to breath. Swallowing was as difficult as it was when she was at the dentist. It felt uncomfortable at times and yet so intense, so good.

She shook her head slightly in answer to his question. She doubted she would enjoy rougher treatment. Her breasts were just that tender, her senses were a jumble. Etolie used more effort. While not that practiced at this she indeed stepped up her game.

Sucks and licks becoming more frequent. Her tongue coursed over the crown of his member whenever he drew back far enough for her to accomplish the deed. For the most part those lips of hers closed around him as she sucked hard against him.

“Mmmphh ooohhh uhhhh!” Those muffled moans continued to ring out as all the right switches were pressed within those clenching folds. She felt as if a flame had been incinerating her from the inside and only that dick could quench those flames.

Pink walls quivered against him without end. She attempted to arch her back but each return thrust prevented her causing her to collapse each time. In such an awkward position it was tough to do much. Remembering that she had some slack with the restraints on her arms her hands moved to his chest. Palms roaming over him there. Maybe her initial though was to attempt to push him away, if so they had failed in even trying as she explored him there. Etolie could feel herself closing in on bliss. Her eyes fluttering.

Oh God! So close … oh … can't hold back ... If he didn't stop soon she'd plunge over that edge.

Bliss. That was the only word to describe the sensation of Etolie's wet cunt clenching around his rigid spire. How with each slap of hips against her groin he invaded her deepest core. How the fires of her body were stoked to a fevered pitch, engulfing his member with each thrust. It didn't matter whether she wanted this, whether she was trying to please him, or if she feebly tried to push him away. What mattered was that her body was made to be fucked, and Jarvok was going to enjoy putting her through her paces.

Despite her earlier reluctance, the way the little whore moaned around his thick tentacle filling her mouth was evidence enough of how badly she wanted this. Her slick juices were flowing like a river, giving him ample lubrication to pound away at her with abandon. Back and SLAP, back and SLAP, the sound of their rutting filled the small bedroom. With each thrust she clamped down on the thick invader, only encouraging him to take her harder, faster, rougher, as he drove himself closer and closer to release.

While his hips continued their assault, the writhing phallus filling her mouth was busy being tended to. While not practiced as Rhaine, Etolie's blowjob skills were completely adequate, once she put her mind to it. Maybe even above average if he was generous. She dutifully kept up the suction as it pressed into her mouth, finding where it hit the back of her throat, then pulling back just a hair to keep from gagging her. As much as Jarvok liked seeing thr brunette get some comeuppance, throat fucking her when she finally seemed to have submitted properly wasn't the way to treat a newly broken slut. Instead, the sinuous length kept it's movements on the slow side, pressing in to fill every inch of her heated mouth, before pulling back and allowing her tongue to drag along the underside, just to wait as the mushroom tip was worshipped with licks before repeating the process.

As her hands roamed over his chest, not pushing the shapeshifter away, but exploring his body, he could feel her mouth's efforts becoming more frantic and sloppy. Her pussy gushed with wetness with each thrust, soaking the sheets, and her moans rose in urgency, each providing clear signs if how close to the brink her body was. Jarvok's hips redoubled their efforts pounding into her molten depths all the way to the gates of her womb, filling her pussy to the absolute brim. He increased his body temperature by ten degrees, so that the burning spear thrusting into her seemed to flare with new heat as he pressed her closer and closer to her limits.

Just as he thought she was getting close to her first release, his neck turned transparent, lengthening and growing like a snake, allowing him to lean forward and reach her chest without hampering the frantic pounding. His mouth found one abused nipple, savoring the iron taste of blood on his lips as he ran his hot tongue in circles over it. He sucked on the hard bud, pulling it into the warm confines of his mouth as he lapped over the tip and catching every red drop as he leaked free.

He could tell immediately that this new angle of attack was going to push her over the edge, but was too busy with his own pleasure to care. He felt as her body began shaking beneath his weight, and never broke his rhythm. He could tell when the first orgasm gave way to a second, and he only fucked her harder. She practically quaked beneath him, every muscle in her body clenching, as he pushed her into a third, her cunt like a vice around him, and only when he thought he'd wrung the last drop of pleasure from the student's form did he hilt himself in her depths and unleash a tidal wave of thick white spunk into her needy pussy. It gushed out around his spire, seeping between her thighs to stain the sheets as he stayed buried within her, allowing spurt after spurt of his seed to paint her insides.

As he did, a tiny filament snaked past the protective wall of her cervix to her womb, quickly collecting a sample of her reproductive DNA and withdrawing back into his body. He couldn't see any immediate use for copying the abrasive girl, but it was always satisfying to add to his collection.

Oh my god!!!

Etolie's mind reeled with the plethora of sensations. Pinned beneath him she felt each of those rapid thrusts surging inside her. The clapping of their bodies resounded like applause or so it appeared to her heightened senses.

Some things broke through that pleasure ladened haze. Others had to be suppressed just to keep from being overwhelmed. In contrast the thrusts in her mouth were slower and more restrained.

She could hear her own moans of pleasure filling that space. Adding to the clapping of their bodies and the squeak of the bed springs. Each squelch as they came together rang out in her ears. She even felt that heat pulsing through his body. First within that torso she explored then within her very body as that spire ignited within her.

Etolie's ass and thighs were wet from those escaping juices. Still he had not relented. Even as she tightened around him. She barely managed to hinder him. Those thrusts just grew stronger to combat that tightening. Already inside her Jarvoc had an easier time of matters.

She both heard and felt Rhaine shifting somewhere at her side. Her vision occupied, eyes going wide as he shifts. That neck elongating her heart beat raced again not that it ever had time to settle. What horrors was she in store for? As she attempted to process it all his head moved to one of her breasts using the transformation to better get at her body.

He would taste her coppery blood, feel that erect nipple and the elevated pulse beneath it. The contact that he made with that sensitive nub produced muffled gasps. Just as she though she could get no tighter she clenched about him. Floodgates releasing but that was not enough to sate him. Nor the after shock of that release. It wasn't until her eyes fluttered upon the release of her third orgasm did she feel the jet of his cum filling her.

Her own release prolonged as she felt that inferno within her. Heated cum fired through her, working against pulsing muscles.

So d-deep!!! As if he was reading her mind that was when he hilted himself within her. Forcing her to tremble all about him as she cried out deeply. Her chest heaving as she struggled to take in breaths from her nose.

A mound bobbing up and down filling his mouth as he feasted. Etolie caught up on a loop even though that internal pressure that had been wrecking her insides so well ceased the toying with her breast kept her on edge. He could probably get her to cum just by teasing those tits alone. As it was she wasn't allowed to fully come back down as tingles danced through her breast.

“Oh? So warm.” Rhaine was stroking his back. Peering out from around Jarvoc's body as she knelt there on the bed. Crimson eyes peaking at the aftermath of what had been happening. Clearly she had recovered enough to be more coherent.