“God... it's too much, Kanoe...” He whispers, slowly grinding the helmeted head along her sex. Out of the corner of her eye, she could see how it was formed; three tentacles intertwined, melding together near the mushroomed tip. Even as she saw it, she could see it lengthening, forming nubs and bumps. The ridge of the cock's 'helm' was forming a rippled, knobbed look, a second and third ridge forming behind it. Kanoe was in for a rough ride...

She could see tentacles reaching out, locking the door, even bracing the door shut with a heavy cabinet, and covering the window with papers... She was still held in that doggy-position, but she was lifted up to her hands and knees, her glorious mounds hanging like ripe fruit. Slowly she felt the tentacle-phallus drag back and forth along her slit, then begin to push itself in. The monstrous cock spread her helpless body before it, threatening to shatter her will and thoughts to the winds! “...Kanoe... I think I might fall for you...”

Soft moans leave the woman as she lays there in her bonds. Her eyes remained shut as she felt the large head rubbing up and down her dripping folds slowly. It teased over her clitoris sending pleasing ripples through her body. The only protest she could manage was a weak little whimper at the size of the monstrous tip. She could swear the tip was changing and become rougher, making her feel every little motion it makes along her netherlips.

The sounds of a cabinet moving forcing her to open her eyes and look back. She saw the blockade he had made, making escape completely impossible now. The witch was pulled onto her hands and knees, her limbs wobbling weakly to keep her up off the floor. Her thighs shiver as juices continue to run freely out of her teased folds. The size of it, it was going to split her in half! Then it happened. A scream tears through the classroom as the thick bumpy tip begins to force it's way into her tight folds. Fingernails drag across the tile floor as she screams in agony, pain searing through her loins.

The pain lanced into her brain, making her claw at the tiles and writhe in the submissive pose. She could feel the thing slowly entering her, taking its time splaying her out. She barely felt it change as it worked its way in; slight changes, shifts, and compressions, giving the poor witch some relief from the girth of the thing.

His goal wasn't to harm... it was to fill her full of terrible tentacles, to have her sway in that hands-on-knees position, and to dominate her body. Finally as the first ridge passed her sexlips, it began to speed up. Sliding in faster, the other ridges rippled across her cunt and drove the thing deeply into her tunnel! As she felt it stop, pulsing and throbbing inside her sensual form... the monster whispered against her shoulder. “Nothing to say, Kanoe? A confession of love, ignored...? How cold of you.”

Tentacles crawled along her thighs and stomach, slipping up to stroke the undersides of each hanging boob, teasing the sensitive skin. “If you are going to be cold... I suppose I'll take you on this harsh member... although if you ask nicely for it, I will at least give you something... smaller.” He smirked, the giant lodged and still inside of her... he traced circles along her inner back, roaming down to caress her raised buttocks against his hips.

"Ahhhhh! Nyahhh! St-Stop! Please!" she screams.

She did not notice any changes to the size. It felt as if a log was trying to push into her tight folds. Kanoe thought it would never end as it pushes deeper and deeper into her body. She swore she could feel her belly bulging from it's size.

It stops at her cervix, leaving the woman shivering and impaled on the monster's huge rod. She could feel every pulse, every throb against her tightly stretched walls. Pain stabs through her loins and belly as she is forced to keep the thick bundle of tentacles in her body. Her eyes shut tighter as tendrils tease along her heavy breasts.

"Please...sm-smaller..." she whimpers.

She felt it begin to grind against her cervix slowly...not changing in size at all!

“Ohh... very good... But not what I asked, little one. Ask for my cock... properly... and I will give you that relief.” Now it began to slide out, very slowly, making her feel every part of the monstrous thing as it moved. Teasing strokes play along her stomach, as if testing for bulging bellies. The strokes across her breasts become ardent tugs and squeezes, each hanging nipple feeling a sucker grasping it.

“If you beg for it... to take you... to fuck you full... like a little slut... understand? If you don't...” She felt the monstrous thing pulling deep again, grinding forcefully at her cervix... threatening to bury the massive head into her precious womb!

"Nngh! Oh god!"

The witch shivers, afraid to even move with the giant member inside her body. The thick tip grinds against her cervix sending discomfort through her body. She blinks back tears as her arms and legs wobble and struggle to keep her up off the floor. Kanoe gasps suddenly as the tentacles began to latch onto her heavy mammaries, tugging and squeezing them slowly. The pleasure that rolls through her luscious orbs nearly made her forget the pain she is currently feeling. A faint moan sounds from the woman as her darkened nipples were being sucked and pulled on. The brief moment of bliss was quickly interrupted by the monster's forceful push against the entrance to her womb.

"Ahhh! Nngh! Please...Please fuck me! I can't take it!" she cries out, her body arching slightly as she tenses up.

That terrible phallus eased forwards. But mercifully, even as it did, she felt it compress, tighten... becoming harder, more solid and powerful, but sparing her depths the great girth...

Not that it had spared her much. But pain wasn't what this creature desired, but secretive things that required the opposite... her cervix was pushed open, the cock grinding its way inside! The tentacles on her breasts pulled and squeezed at her impressive mounds, letting them sway back and forth as the cock withdrew slightly... only to push back into her core!

“Oh... that is a good start, Kanoe. Keep it up... if you stop begging... I will have to give you the full size again. You don't want that either, right?” The wicked creature smirked, just gently rocking her back and forth on that tentacle-cock at first, then pushing in deeper, driving her body back to the tiles...

Then lifting her back up. Tentacles wrapped around her waist, and she was laid out stomach-first over a desk, her tits hanging ponderously over one side... and her legs being spread and ass raised by the other. “Since you would rather... have ~this~... than wearing something sexy... we might as well make it enjoyable for you, right? So please don't silence those lips yet...”

He was up to something, he had something devilish in mind... but first, he wanted to get her fully in the mood before he would unleash the devilish mischief twinkling in his eye. For now, he was making her feel that rippling shaft pushing in and out of her deepest of places... and to beg for it to pound her out like a wanting slut.

Kanoe cries out in blissful agony as the thick cock pushes into her very womb. The forceful thrusts causes her breasts to grind into the groping tentacles as they continue to maul and squeeze the luscious mounds. It was painful having her newly enlarged mammaries being molested this way but it soon began to hurt in a good way. The pain of having her nipples tugged quickly faded into throbbing pleasure that flows down the rest of the firm orbs in waves.

The witch screams and cries with each vicious thrust as it continues to plunge deeper into her body, grinding against the walls of her womb. She squirms helplessly in her bonds as the creature lifts her body like a rag doll and slumps her over a desk. Her breasts heave and sway in thier bindings over the edge of the desk as the monster returns to ravaging her body. Tears ran down her cheeks as she found herself sobbing. She did not dare disobey.

"Ahhhnnn! Ahhh! F-Fuck me! Fuck me please!" she whimpers, "Oh god please fuck me!"

Tentacles continued to pull and toy with Kanoe's breasts, even as they hung, rocked, and bounced like ripe and succulent fruit. Suckers clasped to her ivory skin, catching, releasing, and pinching at her glorious spheres... his thrusts began to pick up, taking her faster. The first time her newly-ample mounds smacked against the side of the desk, the monster gave out a gleeful cackle... mercifully, he slid her along the desk more, letting her breasts brush against it with every deep shove.

Stomach-first, with her weight against the table, her body was even tighter around the thing shoving into her than normal. She could feel every pulse, shift, and nudge. She could feel its slow changes deep inside her body; throbbing sensations, and then ripples and bumps forming along the tentacle-shaft thrusting into her. She could feel its texture change from a smooth, slick member to a cool, scaled shape that gently rasped along her walls.

“I am, I am, don't worry...” He says with a small laugh, a human-hand reaching about to grasp the underside of one breast as the thrusts continued quicker, faster. “Don't... stop... now...” He whispers, nibbling delicately at her ear. This was only a mild start... his eyes roamed over to the white bundle that had been left in a desk here earlier. It would be time soon to test Kanoe's... predilictions... further.

With a low, almost teasing, growl he began to speed up, her breasts squeezed harder, her nipples tugged firmer, and her body rocked faster.

"Ugh! Ugh! Ugh! Oh..Oh god! Oh god yes! M-More..." she groans.

Her nipples grind against the smooth desk, flicking just over the edge with every thrust. The woman gasps as her darkened peaks throb harder with more of her hot blood from the constant flicks over the edge of the unrelenting desk. Kanoe's arms strain against her bonds as the thick tentacles continue to viciously rape her body. The pain of being stretched around the thick appendage quickly became a searing warmth of pure pleasure. Scales drag along every bit of her being, stroking in ways the body could only dream. Drool trickles from the corner of her mouth as her eyes roll back in her head, giving even more blissful moans.

She found herself believing her own words as the pounding continues and she begs him to keep going. It felt so amazing, she did not even want him to stop. There was no escaping it. Waves of lustful heat roll through her mind, dulling her resistance and sapping the will to fight from her weary body. The sound of his cock slurping in and out of her cunt fills her ears sending erotic images of being dominated through her mind. Her loins tense further and further as her body tries to grind back into the thick tentacles. There was no stopping what was coming next. A loud scream sounds off the walls as hot juices flood out of her tightly clinging cunt. The monster showed no signs of stopping or slowing down as it pounds through her climax, things were only just beginning for her.

“Ask... and... more you shall receive...” He whispers closely by her ear. That was the point, of course. He was focusing on making it both enjoyable, and pushing her to her utmost limits. She would take it all, be driven into mindless bliss... and then be yanked back out of it and into shocking reality.

Suckers clasped to her quivering and sliding titflesh, grasping the sideboobs that mashed outwards and tugging on it gently. Her nipples flicked across the edge of the desk roughly, bouncing back against it each time. The slurping sound of her sex was the sloppy sound of her body's submission... even wants. His thrusts came faster and faster, taking her quicker, frantically! Then a flood of warmth filled her depths, and she felt the tentacles warp around her breasts tightly, squeezing them against the table. For a moment, it seemed like it was done...

Until she was turned over. Onto her back, her legs held apart. Wide apart and high; she was splayed out on the desk like a common whore. “That's it... beg, my slut... You are... so delicious...

But... let's see how far you can go.” His lips and hands seized her breasts now; a single coil of tentacle squeezed her gorgeous breasts, bulging them upwards and presenting them to his lustful lips. Her legs were held upwards, exposing her utterly and pinning her legs all the way up to her shoulders. Her sex felt tentacles greedily crowding it, before a trio finally push into her! They begin to thrust into her in a random rhythm, bouncing her body against the desk as his teeth nibbled her nipples and fingers mashed her tits...



It was going on so long she began to lose track of time. He didnt stop until she came twice more like that, and felt herself flooded so much the subsequent thrusts exploded fluids from her body. Then she was flipped back over onto the desk, this time with her shoulders over the edge and her breasts hanging free. He ground into her slowly, every jerk making her poor mammaries lightly slap the side of the desk. Then a tentacle took her mouth, making her jerk back and forth in that position faster, more frantically...

After this, she was lifted upright, making her weight drive her down onto a thick cluster of tentacles that drove into her in unison, making her dance desperately on the penetrating pole. She was barely aware of the sounds of her classroom emptying, of students heading back for their dorms... her three-hour night class was over.

Juices and seed dribble off the sides of the desk as it slides back and forth across the tile floor. Her body was twitching violently as the tentacles adjust her position and begin pounding into her being once more. Kanoe's legs tremble as they were pushed all the way back, giving free access to her stretched cunt. A scream tears through the air as more tentacles joined the first, tearing her apart and filling with more throbbing flesh.

The woman was breathless. She could not keep up with what was happening. Her eyes were quickly rolling back in her head losing herself in the constant thrusts of several different appendages at once. Liquid heat rolls from her belly into her loins as more spreads across her massive breasts.

She felt the tentacles swell and pump hot seed deep into her womb causing her belly to swell slightly. A mixture of sexual juices and cum ooze and squish out from her abused cunt as the creature showed no mercy. Two climaxes later, the woman had no idea which way was up anymore. Her body continues to twitch and shudder as the fucking continues. A tendril thrusts into her mouth turning her screams into muffled squeals of bliss as she hungerly sucks on the throbbing muscle.

Her body reached the breaking point. Glazed eyes flutter weakly as her body shivers and arches from the brutal impaling that was now happening to her body. What was once three climaxes became four then five. Her body reached a level of tension where climaxes happened one after another keeping her mind and body in a state of never ending release and bliss. Time had no meaning at this point. Juices flood down the thick rod of tentacles as her body quickly reached ten then twenty climaxes. All the witch could do now was moan and cum.

"Good... good work so far, Kanoe." He breathed out happily and sighed, pulling out. For a few long moments, she is allowed to pant and heave on the desks. Pounded out... wiiiide out, and left there.

Then she heard rustling... saw the white cloth lifted up like a veil, and draped over her head. Tentacles pulled her up slowly, and she was slowly lowered onto the pair of tentacles still in her sex. As she was slowly bounced upon them, her face cloaked in the white veil, she felt them shift... large hands gripped her waist, and a thick, male cock was taking her sex!

She barely even knew this, lost in the haze of fucking. She didn't even realize what was happening, not until her breasts were pressed against the cold, cold glass. Her body pinned against it, the cold shocking her! A deeper thrust carried into her, mashing ample mounds against the cold glass, dragging diamond-hard nipples against it. "Not... so shy now... are you?"

Juices run out of her twitching insides and down trembling thighs as the witch lays there. Exhausted would not describe how the woman felt right now. Kanoe lets her eyes fall shut, nearly falling unconcious right then and there. She could still feel juices and hot seed oozing out of her body and down her thighs.

She did not pay attention to the sounds around her. Her heart was pounding in her ears from being worked so hard. The woman's vision grew dark as a sheet feel over her vision. She was not sure what was happening but did not care anymore. A weak groan was all she could manage as she was lifted into the air.

"Nngh!"

Her body tenses up as thick cock slides into her body. There was little resistance as it eases into her well spread folds. A faint gasp that left her mouth hanging open was the only reaction from the witch as she was pressed hard against the smooth glass. Glazed eyes blink slowly before rolling back into her head. Sensations of heat and chill washes over her heavy breasts as vicious thrusts press her harded and harder against the glass. Low groans sound through the room as drool dribbles off her chin. The woman was not fighting it anymore. She was too tired to be embarased as her body was reaquainted with the monster's large member.

Deeply, hungrily, it plunged into her quivering sex. It never stopped; she felt her body drag against the chilly glass, a counterpoint to the heat in her body. He felt different now, like a large, lustful man, except for the tentacles holding her limbs from out of sight. She was being thoroughly, completely fucked in plain view of the ground below. Kanoe heard surprised noises and soft chatter over the constant squishing and slapping of her sex; she could only imagine the students gaping and pointing at her ivory body being plundered.

"Keep... on begging... or I shall... take away... that veil of yours." A rough, callous voice whispered in her ear as a meaty hand reached around, seizing one massive breast and squeezing it roughly. It was like she was being pounded out by a big, burly gym teacher... while her classmates gaped... "See? It isn't so bad... having your beauty on display."