He watched as the moved as if they were one...one body, and one soul. All for the sake of that which continued to spurn them on, all for the sake of the beast before them that inspired lust unlike never before.

With lips locked, both of them moved as Cassie gets herself speared by the monster's huge member. There was nothing he could do anymore, and if Cassie continued to milk him using her...talents...he knew there was NO WAY he could survive that, even if he tried. She was far too...talented.

Mischa did not disappoint too. Even locked deep in that passionate kiss, her hands did not waver in lifting up Cassie's breast, offering them as if to appease some monster which they had disappointed. Kouzakai was a gracious monster too, continuing to accept the firm globes as they were offered, the nipple rings being new toys in which he can continue to stoke and send aflame her desire.

Kouzakai sucked once again, drawing her tit into his mouth and keeping it there, sucking on it from the inside. He did not need to breathe, he was going to breathe through the water, moisture, which fell from above and continued to do so. They will keep him alive. He will breathe through his skin.

And as such, his gills began moving, though it was hard, they sucked intot what little water they could.

Mischa would not be forgotten, and Kouzakai sent her something with which she could use...a fairly thick tentacle of his, with which he made her sit on it, feeling it swallowed down by that hole of hers...how long has it been, that it felt so strangely...tight again?

This would continue for long, he knew...the defilement of innocence, and the changing forever of a path once familiar, now strange and new.

A mouth to mine, another to me breast and heat tween me legs that turned me nightmares into festivals of pleasure. The type no nun would have ever allowed to live within her mind in those dark places. For me the places weren’t so dark nor were they well hidden. It wuz more like a Christmas tree all glittering in a moonless winter night. A beacon yah could follow for miles about.

That beacon led me to the gift under the tree, an it wuz these two talented lovers. Lovers that took me to dizzying heights . An I knew…knew that if I leapt they would catch me. So I leapt….an the fun really ‘gan.

“Ohhh….Ohhhhh…..OOOOHHhhhhh…..don’tcha stop…..” I cried out into the abyss of space. An watched a thousand stars be born overhead in the great dome. While me insides clenched an me fingers dug into the each of me lovers necks an pulled them closer.

He tasted Mischa's lips, searching for him, and all of a sudden finding what she was looking for. They were needy, they were with a sense of urgency. Much like the claws that kept pulling him closer, and the pleas for continuous pounding which were escalating as time passed by.

He felt himself reach the inner sanctum of the girl. For inevitably, she was really small compared to him, and in this instance, he began to grow not while he was still outside of her, but began his growth while inside her. The beast that had been raring to come out to taste the embers of war was staring to awaken, and that was the first proof.

However, through rigorous training and through mastery the Lieutenant could master himself. Could use this part of him anytime he wished, provided the situation called for it. Clearly, this situation calls for it.

He holds Cassie's hips tightly and starts to move her up and down his lap, even as Mischa moves of her own will on his tentacle. THey have erupted, flailing behind his back and doubling his size. Even the mechanical ones joined in the mix, finding whatever they can hold onto, squeezing whatever they could find, grasping whatever they can.

In this instance, Kouzakai releases Cassie's tit and screams into the vast expanse of deep space.

An as I shutter round that thick pole he seems to expand. I cry out, both in pain an joy as he stretched me till I swear I will burst. I no longer move, too strained an tight, but he does. A gentle slow rhythm that shows I can take him an not be ripped asunder. An in the tight embrace he ‘gins to move faster, more ardently. Each thrust sending shiver up to me lust crazed brain an forcing the air from me lungs.

I dream of a place like this, of the feeling so familiar as we danced in a pool. I breath water so it is a dream, but he fills me…fills me all at once…

The tentacle wiggle gainst me back door an slowly worms its way inside me. Inside were I am already too tight…already filled like at no other time in me life. Except that dream…an others…all in water. A shower…an ocean…in those dreams I could take him…in those times he changed, become a huge beast of lust an power an I craved him…craved the attention….

The new feelings from me bum ignite me once more. I scream…he screams…we scream. As one we lift our voices to the heavens on joy an pleasure. Another voice joins in behind me as me body clenches…then relaxes. Muscles spent as I pitch forward onto the great chest an feel his fill me, still moving in an out. I shudder again, as he moves…another orgasm, though smaller….almost like he strings me along, playing me like he knows every one of me buttons.

An from deep inside me sex addled brain comes the knowledge I know his…know that I can take him with me bum…slowly at first but it will fit an not kill me. Know that he likes to move himself tween me breasts an into me mouth….knows that I have done things with him an others. Flashes of times at the university that I had forgotten, or are now a dream.

No me body an mind cry out, real…real experiences long suppressed, forgotton…More an more others flash across me head an I grow dizzy from it. the horrors…the pleasures…the pain…the joy…What have I done?

As if from afar, what was happening right now seemed so familiar...

" Feel this..." Kouzakai spoke, raring to betray the past that they had. So far yet it seemed to have happened just recently, and it seemed to have happened just yesterday...or was it before...?

He was just then trapped on a planet, somehow having no recollection of coming from an outer planet, somewhere other than where he was. The only thing he was sure of, was that there was something that was happening bigger out there...

On his first year as a Lieutenant, he tended to the duty quite well...and although his reputation far outgrew and outclassed his title, he still knew that there was something bigger than all of this...

And thus, it seemed to be this, that he would aid in the liberation of a soul, be it a single one known as Cassie, a former student, had been a slave for quite a few minutes, and was now on her way to becoming one of the ADD's premier agents. He looked at her so well...and knew that this was one for the history books, because the next time everything would change. That she would be the hunter, and him the hunted.

But for now...

Kouzakai felt the tendrils find holes which they were searching for. Each found a waiting, gaping hole, and the proof that they found it were the familiar moans coming from both females. Mischa seemed especially sensitive...each time one of the tentacles found their way into her holes, she shuddered, almost climaxed, and let out one sweet moan after another.

In this universe, the ones who were destined to be kings were the ones who knew their connections...

‘I have done what I wanted’ the voice echoes from deep in me mind an asserts itself. Eyes open, an gaze at the LT as he mutters under his breath. Oh, I feel him, every inch of him as he convulses with pleasure in me tight grip. I feel him enter me bum, the tentacle joining with his thick hard pole. Letting loose of the admiral hind me I ring his neck in me arms an begin to work me way upon him.

Slowly pulling me way up..then crashing down with gravity’s help I skewer me self o’er an o’er. Legs shake with the effort an strain. I gasp an mew in joy as I ride him. The beast within crawls along me skin to receive every touch, every caress as if I was a cat in heat. An the way I act, I reckon it is so, I am in heat. Heat that fills me even as the water cascades downwards an cools me skin.

I whisper in his ear then, aglow from me first orgasm and feeling another storm cloud right behind me.

“I will go only cause you wish it, but mark my words I will find you ‘gain….an you’ll not walk for a week afterwards” I chuckle in mirth as his eyes dance before me. I would have it no other way than what I have right then.

The heat of the moment continues...

Kouzakai, now, has two females in his grasp, soon-to-be agent Cassie and Admiral of the Rescue Fleet Mischa. And the two of them, locked in his embrace, locked in a forever heating lovenest that was a tangle of Kouzakai's tentacles, and somehow...

Heat?

He could not mistake that it was a bit hotter now than they had began. There was something...definitely something he felt as both of them made their bids for the monster's seed, with Cassie leading the way. The water above balanced everything but Kouzakai definitely did not feel this hot when they started. It was as if as the moment goes by, something happens and slowly, surely, someone was emitting a different kind of heat...

Yet he brushed this off, as he continued to concentrate on the females. Finally Mischa's mouth was free of any action, and she decides to let Kouzakai feel the love, and grabs one of his tentacles, dangling close to her mouth. She moves it slowly, near her, and slowly licks its tip before eventually placing it in her mouth and sucking gently on it.

As Kouzakai gritted his teeth while feeling the mouth that gave him so much to think about, Cassie erupted in the first of what he thinks would be many orgasm, leading to the big one. He hasn't stopped toying with her nipple rings just yet, and was slowly starting to shaft her anus in time with his thrusts.

'Twas then that she issued a threat, yet it strangely sounded more arousing than threatening.

" I...look forward to that." he said, giving out a simple smile. " I haven't had any good opponents lately..."

How could one ever prepare themselves for the ride of a lifetime. An here I wuz, sliding up an down that pole an pulling him closer with each gasp of air. An tween each gasp I muttered back to him, me coice a haze of lust an pleasure.

“Not….meant….find….yah…..” The heat flashed in me face as I thought to use the word…a dirty word …’fuck’ but I couldn’t….

”love….yah….after….” his tongue twisted the ring an I cried out, ending me train of thought. But it did not matter, for if I had to hunt him out’tah sum hole in space itself I would find him an drag him back to me bed. Even if it meant going to hell an back.

“ummmm…..ohhhh…..lord…..ohhhhh…..” the body at me back squirmed gainst me an then cried out to the heavens herself. Perhaps I’d been selfish an should share….it wuz gods way an all.

The actions became rougher, intense, and slowly, slowly, Kouzakai changes into the Leviathan, his face sprouting tentacles too, looking a bit more squid-like, and his body growing in size.

His strength shot up too, and he uses one hand to prop Cassie up and down as he feeds on her chest, toying with the rings.

A thought goes through his mind as she dances on his lap, and Mischa too, behind her and on top of the monster's lap as well. Kouzakai was surprised at the fact that at last, he can control the monster. He was conscious, not like in the past when, during in battles where he was gravely wounded, the monster would take control of him and win the battles for him...at a price. The monster was vicious, malicious, and almost mindless. The battles were bloody, the catastrophe great. Even his comrades died at the hands of the monster, which did not distinguish between friend or foe.

Kouzakai figured anytime now, he would erupt in a crescendo of pent-up lust, and slowly, he changed the pace to slow.

He wanted to keep these two in his grasp for as long as he can, not knowing when he'll snap out. Despite his training and everything he has done to keep the monster in his control, the monster HAD a mind...it was also unbelievably strong too.

This was going to go down in the secret annals of the ADD and the Alliance.

I could feel a change tween me legs. He…I felt fuller, harder, even tighter as I slide upon his stout pole. He wuz changing…an maybe even me. Me skin crawled an buzzed like an electrical current wuz being put cross it. with each passing moment me heart beat faster, me body moving quicker. Gasping I let me body go, leaning into him.

Small tentacles slid cross me face, caressing it like a thousand tiny tongues. Leaning closer still I let them have me. Let the mouths play along me lips, let them explore an felt no revulsion, no hint of fear. Only pleasure. Pleasure that continued as he started to move himself in me.

The wet slapping sounds joined the patter of rain upon the metallic surfaces. A chorus of music periodically punctuated by the soft moan of a female voice. A song that would rise till the crescendo of cries rent the stars of space overhead.

Once more I could feel the impeding implosion. Once more I moved with him, with the woman to me back as the wet hot lust burned anew in me belly an welcomed his inside. He stretched me, a white hot flash of pain at the center of me. Pain an pleasure. For both were intense as vied for me attention. Attention that niether would have in full for both were there…both swirled so that the edges became frayed an I knew I had joined with one that the bonds would never fail tween us. A hunger that would propel us arms to tentacles…to arms.

Let the heathens be damned if they thought I had fallen. I knew the truth and the truth was setting me free…

‘yes…..oh lord in heaven yes…..take me….show me….so that I might remember you for me lifetime an always wanna find yah….”

As the Alliance-ADD battle died down, Kouzakai could only concentrate on the moment, the sensations this lovemaking produced, and the situation Mischa was in.

Mischa was somehow a picture out of a porno picture book. Though she was caressing Cassie's body somehow as Kouzakai had his way with her, the fact was that she herself was being taken by this monster in three holes at once...the tentacles were a very big help. She held one in the butt, one in her pussy, and one in her mouth. And slowly there was adding tentacles lined up to make things even more grittier than ever, and Kouzakai would see if Mischa did change genuinely and not like before, when she was tight as ever.

After this, though, Kouzakai was sure as hell, that very few will know...she was not as tight as before.

Kouzakai went ahead and took Cassie again and again, letting the tentacle have its own way in her butt, and he himself controlling the ride that Cassie was on.

Kouzakai watched her face, contorted and wracked with lust, as he held her ever so tenderly. He knew the pace; he knew her workings, and...he knew that the girl would be out of his grasp soon enough, something like a picture of salvation...but he would not have her in his bed, nor in his cage. He would soon become her enemy, her secret lover, her secret target.

She might even become his death, if fate permits. But that would seem absurd.

That was when everything broke out and Kouzakai became the Leviathan, though gritted teeth showed Kouzakai kept in control. He was still sane, the tentacles only flailing thus. Hands kept unbound...though for how long, no one knew. Even the sane Lieutenant was beginning to get carried away by all the moans and subtle groans.

Once more I could not help but cvry out past the tentacles that explored me face an held me. Hollering and a shuddering like a banshee during a full moon I cavorted upon the stick that pinned me in place. The thrust got harder, faster as I danced in joy an ecstasy.

Closing me eyes I lived by touch an feel. Warmth radiated off me skin in spite the cool rain. I grew hatter the longer his shaft moved within me. Warm hot love, its what I had become. Our bodies seeming to meld together while I clenched an unclenched with every fiber of me body. Finger nails scrapping along his tough skin….arms pulling him closer to me…legs wrapped round an squeezing. An inside…inside it wuz no different; had I not known better I swear his shaft would have been made pencil thin within the tight embrace. There wuz no helping meself. I did what nature made me do … an I loved every second of it.

“Ohhh…OHHHhhh…Ohh…” the mating call went out, answered in kind by harder an faster thrusts that bounced me in his lap and made both me bum an me breasts jiggle an sway. Could there be anything better? Such strength…an stamina. I knew our night wuz jus starting. Knew it like I knew the taste of this creature before me. Knew not to fear it for we had danced ‘fore and I had taken it an lived.

Then again, everything was meant to be over quick.

Life was such. You think you were just starting out in the world. Once you get ushered in, then you start to realize that there was actually something bigger than the picture you were presented. That something was actually larger than life. You then meet someone who is perceived to be a force of nature, and think that you finally met your match...someone who could match you pound for pound...in their case, strength for strength, lust for lust.

Such was the strange case of the Lieutenant, and the soon-to-be agent Cassie Marie Smith.

Kouzakai awokened to a deep fact that soon everything will change. That time was fast approaching. Looking at Cassie's back, he was surprised to find that, even though she was still moaning loudly and kissing Cassie, Mischa had long since passed out. Must have been from the overload of everything she had to do and everything she had to experience. Truly, it was dangerous to let work get the best of you, and forget what it was like to be out in the field.

" Too bad..." Kouzakai smirked, but nevertheless continued to please her with his tentacles.

He concentrated on the task at hand, and that is getting Cassie off, before getting off himself. He knew she had to at least feel this...and in one swift motion, suddenly got her off his lap.

There she was, bewildered, laying spread eagled on the wet, iron floor. And before she could even speak, Kouzakai dove in...opened her legs...and found it willing, wanting. Red due to the apparent abuse/caress of his monstrous cock, and wet with the mix of water and her own juices.

Perfect...as if begging to be sampled.

Kouzakai looked up at her, smirking. " Something for you to remember me by. " And a wink, before eventually diving in.

Member him by…fond memories already asserted themselves of pools an ponds. Of times of feeling so stuffed I had cried out of that alone. Of being stretched to the breaking point an crying out in the pain an pleasure it had invoked. I could member it well, that thick solid member. One might say it was a memborie. (bad….sorry…couldn’t help me self)

But now this, the soft flutter of a hundred lil wisps cross me womanhood. The air suddenly flowing in a rush from me lungs in one long load chorus of sound. In that moment I wanted to skitter away across that hard floor from the overload of sensation. An I wanted to stay an feel it all.

Staying won. I could not help me self as me fingers circled me wide spread thighs an clenched flesh hard ‘nough to leave bruises in the morning. Craning me neck I watched, not in horror, but in fascination as a hundred wiggly worms seemed to descend on me like a ravenous hoard of rats. It’s sight repulsed me all the while the pleasure of it only served to make me spread me legs wider.

Lil fingers seemed to caress the length of me inner lips while at the same time the fingers pushed back me hood an ‘gan to tap lightly across me most sensitive of sensitive’s. The last of the air in me lungs left with that cry…a cry of pure joy. An like a rocket I had no were to go but upwards.

The almost unconscious body of Mischa falls onto the ground.

She had been riding on Kouzakai's legs and tentacles, leaning against Cassie for support. But now that Kouzakai had to change his position she could not maintain support of her limp body. She fell onto the ground, but gently, aided by the remaining tentacle of the monster. One remained, though, as if to help her in her quest to release herself. Though unconscious her hands still managed to move across her body, driving her crazy and making her scream out.

Wet scales glistened in starlight as the Lieutenant began to explore what his new form could offer.

His face, akin to that of a squid, had started to move quick even before he himself could put his lips onto that well coveted mound, the mound which was the essential most important thing in the galaxy which they moved in. It was this, this piece of perfect creation placed in a being of such power and beauty, that was the lifeblood of the Alliance which he served feverishly in, and was the one driving force as to why the ADD fought with every technology and strength they could lay their hands on. It was this.

Kouzakai's face tentacles lashed and lapped upon every bit of skin it could lash on, sometimes leaving small red marks as suction cups accidentaly clamped upon flesh. He used them to provied the sensations of a thousand tiny tongues lapping all at once at the whole area of pussy flesh he had to manipulate, and to play along with the ring she had on the hood that was covering her little joy button. Kouzakai watched as it came into view no more than seconds after he started teasing her.

It was the fastest he had ever seen anything come out.

Kouzakai's mouth slowly came nearer, his mouth wettening with saliva, and he trying to control himself as the lips of Cassie's wet mound seemed to speak to him, to tease him, to beg him.