Karen flushes and snarls at the mechanical horror that held her, but it lacked the heat of her earlier rage... her shock and shame was holding her back. She's afraid if she opens her mouth too much, she'll let slip the moans on her lips...

So instead she twisted and shuddered, fighting the urge to groan as her breasts were thoroughly, completely assaulted. The warmth, the strange... stuff... that slid over her skin, made her breasts come faster, desperate gasps escaping her as she fought the maddening sensations. The work of his claws made her flinch and quiver, her dripping passage presented to him in all its' glory, and her toes curled as she continued to fight... in what little ways she could.


When his tentacles finally let go of her breasts, she sighed in relief and slumped a little. The cool air raised her goosebumps, but it gave her much-needed relief.

And then they returned, catching her when she was vulnerable. G-GYAH! NNNnnnnnn... Her breasts ached and quivered under its' touch, and her jutting nipples screamed in her mind as the tongues feasted upon them and drew her tits into his voracious mouths. They bulged deliciously as they were surrounded and squeezed, and Karen trembled harder as her generous mounds quivered.

You... bastard... She whispered weakly, face red with shame as he coaxed and taunted her. Karen arched a little, clenching her teeth... but he only taunted her into drawing out her strength, for him to blast it away again with his cruel tentacles and molesting hand. Her lips let out a scream as a tentacle forced it's way into her ass, her sex splaying out even more for his palm and fingers as her legs spread wide and she struggled to pull her ass away from the penetrating weapon. Her weak struggles were quickly stealing her strength, leaving her panting and whimpering weekly. She was fighting... and because of that, she was only loosing faster.

The tentacles wrapped around her breasts continued to slither around them, massaging the greater mass of flesh with it's coils. The mouths began to alternate their pattern. The feelers would knead hard and fast, then back off and slowly, just barely, let their tips pass over her sensitive flesh. The change in patterns was completely random, a few seconds of hard, then a split second of soft, then more long, drawn out moments of hard, then slowly fading back into soft. He chuckled a bit as she let out her first cry, then a bit more when she called him a name.

"Me, a bastard? My dear, I'm not the one that's making you enjoy this, that's a struggle between your mind and body in which the mind is losing fast."

His fingers had stopped their non stop pumping in and out of her lips, but kept themselves buried within her up to the knuckles. He twirled his hand a bit, spinning the fingers inside of her. The heel of his palm began to grin harder on the outside of her pelvis, while the two fingers buried in her began to move once more. They didn't resume their pumping, instead, they moved across her front, inner wall, lightly stroking it with that come hither motion until he saw her body react in a way that told him he'd hit her spot.

Despite her attempts to free the tentacle from her body, it didn't come free. In fact, it moved with her, not letting a millimeter of it's length slip deeper into or out of her. The one thing tentacle did start to do was expand and contract, letting it's girth balloon, and then shrivel. It'd didn't go to an uncomfortable extreme, it went from the size of an average human finger to two or three in girth. The expansion and contractions were slow and steady.

He brought his head along side hers, his mechanical mouth millimeters from her ear. His fingers began to move back and forth, but only enough so that he could continue to stroke her frontal wall as the heel of his palm continued to grind against her. His free hand shooed the tentacle from one of her breasts. He extended the claw on his index fingers and slowly circled it around her breast. When he reached her nipple after several long, agonizing moments, he pressed the tip against it's center. He didn't cut her, no, he was simply out to bring another new sensation to her body.

"You can win my little warrior.... you can win..."

Karen let out a teeth-clenched groan as her breasts were molested and massaged, her teats kneaded relentlessly and ruthlessly. She was helpless... there was no way to fight him off. Breathing desperately, her legs twitch and kick helplessly as he taunts her and toys with her...

And her sex continues to clench around his fingers tightly. Well-muscled even below, she was quite tight around his probing fingers. His cruel, mechanical spin made her whimper and gasp louder, growling around her teeth again as he began to grind and stroke against her. It didn't take long for him to find his goal, Karen beginning to squeal and buck madly, tossing her great breasts out harder as she thrashes! Tears ran down her cheeks anew, and a muffled sob escaped her as he began to stretch her out...

Jerking, quivering, and kicking, she glared at him hatefully, her tit quivering under the tip of his claw... holding her breath, but her glare almost baiting him... You'll... regret... this... She panted, her sex wet and tight around his stroking fingers, grasping and clenching him tightly and desperately as he constantly tormented that very spot...

He had her under his spell. Well, at least her body, her mind, more than likely a small part of it, continued to fight him. It was a defiant last stand, and it too would soon succumb. Her moans and squeals accompanied by the clenching grip around his fingers and the tentacle, they were the white flag waving high in the air. His head tilted a bit as he saw the tears run down her cheek. The hand on her breast moved up to her cheek. The instant his hand moved away, the mouth and tentacle wrapped around her breast once more and picked up exactly where it had left off. Right after she spoke, everything stopped. His fingers paused mid pump, the tentacle stayed at it's original size, the heel of his palm still pressed won but stayed still. Even the mouths has let their feelers still themselves.

"Maybe you're right..."

His hand that moved to her cheek lightly brushed the tears away. His other hand then pulled free from her body, the two fingers glistened with her nectar. He held his hand up, between their faces and turned it from side to side. The hand that wiped her tears away slid down to her chin and took hold of her. As he squeezed her jaw, he drug his wet fingertips over her lips, then began to push his way into her mouth.

"But we'll just have to see how I feel when we finish. For now, clean my fingers."

He let his head tilt up and down as he looked over her body. Her position on the machine suited his teasing of her up to this point, but it wouldn't suit what he wanted next. The tentacles that held her lifted her off the machine and pulled her towards him. he let his fingers pull free from her mouth, and his other hand fall away from her tongue as she was pulled down to the floor. When she was on her knees, he chuckled slightly. One hand ran through her hair and took hold of it with a harsh yank, the other returned to her chin. He forced her head to look up to him as the plates between his legs parted and directly in front of her his phallus sprouted.

He kept her head tilted up, his eyes locked on hers as he jutted his hips forward and pressed the tip of his shaft against her lips. He'd give her the chance to do what she knew she had to. The tentacle that was still buried in her from behind no longer swelled. Now, it slowly began to work at her, pushing from one inch inside of her, to six or seven. It's thrusts were slow and steady, not once wavering in pressure or speed. He chuckled again as his vision slipped away from her for a few moments. Her wooden sword caught his eyes, he'd have to take it when he finished with her, a little memento of their time together.

Karen shuddered as his hand moved up to stroke her cheek, a weak gasp escaping her as her tit was seized again by his tentacle. Panting softly, she tried to recover as he paused... but she knew there was little point. Her eyes tiredly locked onto his glistening fingers... she knew what was coming next.

Karen weakly groaned as her jaw was forced open, and muffled moans escaped her as she began to taste herself on his fingers. Her lips reluctantly gave the up as he began to lift her up and put her down. Trembling as she was forced to her knees, Karens' eyes closed. She didn't want to see it... but she knew it was there.

Large, waiting. Perhaps pulsing and hot, or perhaps as harsh and metal as the rest of him. AH! The martial artist gasped and flincehd as her hair was yanked, eyes opening enough to squint... just in time to see the mechanical monsters' cock push forwards.

Her lips parted as it forced itself to her mouth, and she began to flush. The powerful woman was completely helpless... and obediently, her mouth began to wrap around the shaft. She let out sharp shrieks, grunts, and gasps around the cock as the tentacle began to force itself deep into her ass, dissolving into prolonged groans. Hair still tangled in his hand, her eyes half-closed as she began to bob her head... on her knees, sucking off the monster slowly...

She wasn't trained or skilled in it, but her forced, humble, and shy stimulation showed her complete surrender to his whim and will. She was HIS to fuck, to toy with, to conquer and abuse. She didn't even notice her wooden sword; the only thing in her mind was the 'blade' she was tending to...

"At least you're obedient"

The tentacle that kept her breasts under relentless stimulation continued their act. As long as they were attached, they would do their job under thie own power, leaving him free to manipulate her body in other ways. He watched his shaft slowly disappear into her mouth and then reappear as her head began to bob back and forth over him. The vibrations that traveled into his flesh as she moaned and grunted around him made him let out his own moan. She had room for improvement, that was true, but she had just started. It also wasn't about how skilled or unskilled she was. It was all about him using her until he grew tired of the pleasures of her flesh.

His hand kept it's tight grip on her hair as she bobbed. He let it lag just a bit, so every time she slid back or forth, there was a moment where her hair was yanked. But that only continued for a short while. He wanted to feel more of her. He wanted to feel more of her hot lips wrapped around him. As she continued to bob back and forth, he helped her. As her head moved forward, his hand pulled her along, acting as a guide over his shaft. In addition to his hand moving, his hips also pushed forward to meet her enveloping mouth. The pace she had set also quickened, and at the end of each bob, the tip of his shaft pressed against the back of her throat and threatened to slip deeper.

The tentacle that swelled and steadily pumped it's way in and out of her ass, like the tentacles attached to her breasts, did not show her a shred of mercy. It tirelessly thrusted into her again and again, proving the mechanical part of himself, even though it was biologic. The smaller tentacles that held her lower lips parted finally moved away and let her flower close upon itself. They hovered in front of it as they wrapped around themselves to create one larger tentacle. It's tip wasn't slim and pointed, instead, it was bulbous, like a normal phallus. It returned to her lips and like the other tentacle that worked her, it steadily pushed inside of her body.

Once several inches inside of her, the bulbous tip splayed open into a dozen smaller tentacles. The new tentacle inside of her continued it's push inside of her until it nearly bottomed out in her. The tentacles at it's tip began to sway and work at every angle on her inner walls as the tentacle pulled back, almost to the point where it would slip free from her body, but once again, it pushed forward. The small tentacles made sure to caress every square millimeter within her body as it set a pace and began a steady assault on her.

Karen shuddered and moaned lowly at his derisive comment, but she couldn't even protest with her lips wrapped around the fleshy cock. The strong woman simply took him, deeper and deeper, into her throat; he could force her to do anything he wanted, her body his to use for any of his needs.

His short yanks earned more gasps and squeaks around his cock, but soon she let him guide her head back and forth. With him fucking her face, she let out low groans as she tried to take the head bumping into the back of her throat. With every thrust into her lips, her breasts bobbed and rocked in their grip.

Ass though wriggled and rocked, each punishing thrust drawing out her whimpers and groans, dominating her mind and body, giving her now respite. She didn't even realize that she was about to be speared ruthlessly until she felt that bulbous, monstrous entwined tentacle thrust into her! Sh SCREAMED desperately around the cock in her face, writhing and spasming. Her sex was plenty wet, and began to make wet noises as he began to rape her even more, each thrust and angled shove making her hips twist and rock desperately to escape...

But there was no escape. With squeals and grunts as she's ravaged, each punishing thrusts shoving her tits into his breast-tormenting cups, mashing them into and around the surfaces. The crawling sensations inside her body brought tears to her eyes, and she looked almost pleadingly at the beast using her holes for his pleasure...

The feeling of those velvety lips around his shaft was near heaven, and when she took him deeper and deeper, the tip pushing against the back of her throat, he could only give her the moans that he knew she wanted. But then she began to first gasp and squeak around his shaft, then came the whimpers and groans from the tentacle that worked her from behind. He continued to guide her as his hips moved to meet her lips until she let out the scream, which his cock muffled. It was unexpected and so were the surprised spasm that ripped through her body. He suddenly erupted in her mouth, spilling his seed. He tightened his grip on her hair and let out a low growl as his hips continued moving backwards until he pulled free from her mouth just as another burst of his seed splashed against her face. The eager little bitch made him lose control. How dare she. He wasn't ready to give her her first reward yet. She hadn't proved that she deserved it.

His hand jerked on her hair turning her head to look up and directly into his eyes. If human, his face would have been contorted in anger for her little act of defiance. He just stared down at her, watching her face as the tentacle in her ass continued it's steady assault. The one that made her give the muffled scream didn't give her any break either. It continued to methodically slip in and out of her body. The bulbous tip expanded and contracted as the smaller tentacles that unfurled form it's base kept caressing every square inch of her inner walls. He kept his cock about an inch from her mouth, glistening with her saliva as he towered above her.

“You have no idea what you just did, my little warrior. You're going to pay for that... you're going to pay because you didn't even earn that. I did all the work.”

The tentacles that cupped over her large breasts slowly pulled free from her. They let the cooler air of the gym pass between the feelers and her skin slick with the warming saliva from the tentacles. The feelers continued to move in their wave like pattern. While they didn't press down upon her, it was as if a thousand fingertips were ever so lightly caressing her breasts, as the tongues in the center swirled slow circles around the nipples. He chuckled for half a second as he continued to loom over her.

“But since you did make me lose control, I'll be nice and let you pick in which way I take you first.”

Karen shuddered as she took him deeply, working on his... its... member far more obediently than she would have liked. She was furious, and it showed in her rosy cheeks, but there was nothing... absolutely nothing... she could do against this mechanical horror.

Her first real scream drove him over the edge, and Karen began to groan and choke. But she was treated to a splash of seed on her face, his cock pulling free and releasing more of its load. She flinched, grimacing, but she wasn't able to pull away, his grip on her hair too tight.

Glancing up fearfully, the machine caught the shame, shock, and anger in her eyes. As the steady pounding of the tentacle in her tight passage continued, she began to shudder again, looking away quickly, trying to rub the spunk on her face off onto anything nearby. She fought against the groans that slipped form her lips, and the shudders and twists of her body as she was fucked... and his ominous words threatened to shake what was left of her resolve.

Y-you... got to be... kidding! She says desperately, shivering as her breasts slipped free of his tentacles, and she began to shiver again. Then his terrible feelers descended, earning a chorus of groans and moans form her!

G-god, what... no, it's... too much. N-not my breasts... like that...! She tried to free her arms, to force back the weaving tentacles, but it was to no avail. She was beginning to lose control, and she twisted her body desperately away from them. G-get off!

The tentacles that worked her from in front and behind both stopped their relentless pumping into her body. The only movement from them was by the one between her moistened lips. While it didn't pump, the smaller feelers that unfurled from the main shaft continued to caress her inner walls, moving up and down in a wave like pattern. As she began to twist and her arms gave the futile effort to break free, he chuckled. It wasn't her attempt to escape that amused him, by now, most of the girls would have resigned themselves to their fate and would have been cursing their body for betraying the mind. But this one still fought. She was a warrior. Perhaps he wouldn't take her weapon when he finished. When he finished letting out his sounds of amusement, he lowered himself a bit in front of her. His hands moved forward, but for the moment hovered in front of her.

“Too much... not your breasts? Not like that?”

If he had lips, the most sinister of grins would have been spread across them. The opened mouths and their feelers continued their gently little caresses over her breasts. As they continued, they shifted a bit, moving onto the upper part of her breasts. That was when his hands moved in. At first, he lightly drug his warm fingertip over her soft flesh, caressing her like the miniature feelers did. But then his finges slipped down and his hands moved up and took hold of her breasts from underneath. He squeezed them, establishing a firm, but at the same time, gentle grip on her large orbs. As his palms flexed, massaging her orbs along with the feelers, his fingers returned to work. The tips opened up and extended the small claws. As light as the feelers teased her and the tongue from the opened mouth teased her nipples, his fingers drew down over the curve of her breasts. The claws didn't come close to parting her flesh, but the narrow tips did leave tiny white lines in their wake. Again and again his fingers moved down over her breasts as he continued to torment them in every way.

“Is that the problem my little warrior... are they too sensitive?”

A light jet of air came from his permanently opened mouth. It washed over her left breast, then between the orbs, then the right breast. It passed over the little white lines left by his claws, it cooled her moistened skin from the feelers, it swirled around her nipples as the tongues continued to tug and flick them from side to side. Another slight chuckle came from his vocal circuits as he crouched before her. The tentacle between her lower lips was the first to begin moving. It quickly established a steady, not too hard and not too fast, not too slow pace. The smaller tentacles continued their activities, swirling around and tickling her inner walls. The tentacle that had her from behind let the other set it's pace before it began to move. It matched the first tentacle in force and speed, but it was a step off. As the tentacle pushed up between her lips, the one from behind drew back. As the tentacle from behind slid back into her, the one between her lips withdrew and let it's little branches flick and rub at her clit before it pushed back into her eager body.

Karen continued to tremble, her body pleasured at his mercy. Even with his thrusts stopping, the feelers alone were torment and torture that made her innermost folds and depths scream. She was soaking, clamped around him, and her body craved more of what he did to her.

Weakly glaring at her tormentor, Karen knew what the end fate would be for her. His words brought a chill down her spine, and she felt him begin to work more aggressively on each full mound. She couldn't help it; Karen began to groan and moan quietly as his hands grasped and groped her. His fingers worked over her breasts, grasping them from above, then from below. The weight of each orb sunk into his hands, even as his feelers crawled over the rest of her titflesh.

Then his claws raked over her breast, teasing her skin without slicing it. Earnestly now, she moaned and groaned, eyes threatening to roll back in her head. Y-yes... it's... too much! Karen's resolve broke as she pleaded again, body squirming desperately. She was going to climax, it was just a matter of time. She couldn't even think of escape anymore. As his tentacles resumed fucking her, her whole body trembled.

squish. slosh. The sloppy, wet sound of her submission, of her bodies' arousal and delight. Karen groaned louder as her body was rocked back and forth, his alternating thrusts causing her hips to jerk back and forth. It drew quivers and shivers through her body, and his hands felt her form's quakes through the woman's full breasts. She shook her head, letting her long black hair dance, but her body wasn't even trying to fight it anymore... not even slightly.

“Aww... if it's too much, fight harder.. you are a warrior after all”

Timye chuckled a bit after his words finished. The feelers, the tongue, they both continued their delicate manipulation of her breasts. Their soft caresses and ever so slight massaging continued to move in waves of motion over her soft, luscious orbs. His hands still cupped her breasts, his fingers curled over their contour. They worked in tandem with the feelers. While the feelers gave the soft, gentle touch, his hands were strong and firm as he worked her. As his hands massaged her, his index fingers and thumbs shifted so her nipples fell between their grasp. He rolled the buds back and forth and side to side as he pinched and tugged on them. As his fingers worked, the tongues from the tentacles played their own game. They flicked at the tips of her nipples, visible between his fingers. He cocked his head a bit as he looked her over, breasts in his hands, tentacles relentlessly pumping into her body, restrained, body rocking back and forth, as her hips jerked back and forth while she quivered.

As he teased her breasts, the tentacles began to confuse her body. Just then she'd get into a rhythm with them, they would change pace. One would speed up, then the other would slowly catch up, again, alternating which was inside her at any given time. One would slow down while the other stayed at the steady, normal pace. Several times both filled and exited her in unison. After some time of the alternating paces, the tentacles settled into another rhythm. It was steady like the original one, but it was considerably faster and there was much more force behind each thrust. He scooted closer to her and leaned in, his metallic mouth poised close to her ear. He pinched her nipples harder as he tugged on them while he whispered to her.

“Don't kid yourself my little warrior. Let go... let me hear your battle cries”

Two of the tendrils that caressed her internally snaked themselves out of her warm, velvety grasp. Once outside, and gleaming from being slick with her juices, they whipped up. Immediately they found her clit and began to manipulate it. One coiled around it's base and gave it a squeeze, trapping a bit more of her blood in it's tender bud. The other began to whip at the air violently before it lowered itself and came into contact with her. Her clit was whipped from all sides in a blinding motion from the miniature tentacle as the one around it's base relaxed and constricted.

Karen trembled, lips groaning as her full breasts were tongued and toyed with. The feel of her weight in his hand made Karen shiver harder, fingers massaging her flesh deeply and rolling her nipples about. His fierce grip on her breasts was all he needed to hold her prisoner; she could not move from his embrace of her tits even if she had to. WIth his tongues lashing the tips of her nipples, drawing now surprised moans from her lips, she just quivered and squeezed her eyes shut.

No matter how hard she tried, she could not focus her will enough to deny him. Her depths clamped around the tentacles ravaging her, and she could only groan as he began to vary his tender ministrations. He had no trouble pounding her on his tentacles, making her hips jerk to and fro. He had command of her body, pounding into it ruthlessly, and Karen could only bow her head.

Tears of frustration were forming in her eyes, and her soul seemed to quiver at his words. 'N-no... no you bastard... Karen thought viciously, unconsciously arching her body even more. A-aahhh! AHHHNNNN! N.. no... NOOOO! A mournful, desperate cry escaped her as her clit was seized and thrashed about.

The 'warrior' began to buck and undulate desperately, moving in a sensuous, desperate motion. Her cries filled with shameful ecstasy as she came, eyes rolling back into her head. She was shattered, sexy gasps and tormented cries escaping her... her 'battle cries' the most torrid and lewd to hear.

When he felt her clamp harder around his tentacles, they stepped up their assault on her luscious body. They kept their alternate thrusts into her depths, but the speed and force increased quite a bit. His eyes trailed over her, down to her hips. He watched her rock back and forth with the thrusting tentacles, inviting each one into her body with wanton lust. But when she bowed her head, another tentacle came forward. It slipped under her chin and lifted it up, pointing her eyes directly at his. He wanted to see the pleasure and torment mixed on her face. When her body arched more and she began to cry out he couldn't help but chuckle a bit.

He kept his eyes on her face as he saw her eyelids begin to flicker followed by her eyes rolling into the back of her head. Her mouth was wide open from her 'battle cries' that announced her being pushed over the edge. He stayed on her face for a few moments before his head dropped a bit. Her chest heaved, but his hands didn't stop manipulating her. They still continued to lightly massage her, much more gentle than they had been. The tentacles followed suit, gently, they stroked across her soft flesh as the tongues pulled away. The tentacles that pounded her from in front and behind gradually slowed their pace. They continued to move, slow and steady, letting her feel their length caress every inch inside of her. His head dropped a bit more and he leaned back a bit to glance between her legs. The tentacle that was visible glistened from her juices as it effortlessly continued using her. The smaller tendrils that attacked her clit gave her a small reprieve, instead of pulling out all stops, their tips lightly brushed over the bundle of nerves, tenderly caressing it.

His hands finally let go of her breasts as he slid them down her sides to her waist. As he stood, he lifted her up with him, aided by the tentacles that bound her. Once she was held in mid air in front of him, the restraining tentacles broke free, leaving her in his hands and held up by the continuously pumping tentacles between her legs. He turned his gaze away from her as he looked around the gym, searching for the right piece of equipment bend her over. He began to move across the gym, towards a simple weight bench. He'd have to get a mat or two and fold them up to slip under her knees, but it was wide enough for her to lay over and have her breasts hang over the other side.

“I can't wait to hear your cries when I make you pay for making me lose control...”

Karen gasped and thrashed a bit longer, afterquakes of climax still rocking her aching and used curves and sopping, tight depths. But Karen received no respite; instead, the fucking became harder, stronger, more intense. She had no chance to recover...

And there was no way to fight. Her moans became more earnest, his hands and tentacles massaging and stroking her flesh. Shudders escaped her as he worked her down from that orgasm, the tentacles pounding her depths sliding in and out wetly.

Finally, she let out a shuddering moan, twitching and squirming. She weakly pushed at the hands holding her waist, but it was more of an automatic reaction than anything. Karen was exhausted; she wasted her reserves needlessly trying to escape... and the rest was fucked from her by the lustful monster.

Limp as a doll, she was carried through the air, broad to the next of the gym's machines. She twitched at the incessant thrusts into her depths, but she was still and helpless... a plaything of a mechanical horror from hell.

Karen finally began to react as she was laid across the weight bench. More shudders escaping her as she finally rallied her wits, her soft curves grinding against his hands as she tried to twist about. Still, she was without strength.

N... no... please. No more... Her whispers were weak, tired, but pleading seem to be the only thing she had left. Some of them... were not so merciless. But she would receive no mercy here. His menacing words, a promise of suffering pleasures and tormented bliss, crushed any flimsy hopes she had.

Breasts hanging like ripe fruit, she was set across the bench (knees bent on the mats). Karen let her head hang as she mentally braced herself... she had to endure it. The wet smacking of her sex and the questing thrusts of the tentacles were an audible distraction to her focus, but she tried anyway... Karen did not know just what she was in store for at the hands of this mechanical monster.