"Excellent...," he ponders as he gazes over her succulent, nubile body. So youthful, so enticing, he thought.

"Now...why don't you play with yourself. Touch yourself sensually. Explore your inner desires. And imagine it's me that is carressing you," he says cooly. His eyes shift to a deep red for a moment but they revert back to the cool "blue" color as he jots down notes on his clipboard.

Surprisingly... he still remained fully clothed before the girl. He obviously didn't want to "unveil" himself. Because discarding these clothes would break his human guise and reveal his true alien nature. And he didn't want his "Mind Control" powers to weaken due to surprise and fear.

She listened to him and nodded, eyes glazing over slightly. Her hands came up from her sides where she had left them. They started on her flat tummy, moving up until they cupped her breasts. She weighted them in her hands, marveling at their soft weight. She started to caress them softly, moving in circles as she imagined Shinigami being the one touching her.

"Mmm...."

She started tugging at one of her nipples, while her other hand busied itself with massaging her other breasts. She started to moan, her breath turnign into soft pants.

He briefly sets his clipboard down upon a nearby desk. He knows she'd be too lost in her self-pleasure. Then a rather peculiar object materializes within his hand. It looked like a tiny little "fire alarm"-type device. He then held it for a few brief moments before he tossed it to the middle of the room after playing with a few settings upon it.

Then suddenly the entire classroom was awash by a powerful force field, rendering any form of escape useless as suddenly all the windows and the door back out of the hallway became locked down.

A look of seriousness crossed over his face as he fixates his gaze back onto the girl. It's time, girl, he thought to himself as he watches her. He places a hand on one of the girl's succulent breasts and gives it a rather rough, but firm squeeze, hoping to elicit a moan of pure desire from his "student".

The girl was too busy playing with herself to notice anything happening, her eyes closed to the world around her. She didn't know that any possible escape was taken from her when everything was locked down and was distracted enough not too notice Shinigami reach out for her until his hand squeezed her breast. She moaned softly, opening her eyes and looking hazily up at her supposed professor in biology. In her eyes alone, they said that they wanted him...wanted him badly as she touched herself sensually.

He grins sardonistically as he kneels before the girl. His fingers playing down from her ample breast as he trails them down her stomach before moving it all the way down to her pubic hair. Then he finally situates the hand at her vaginal opening. His fingers lightly teased over her entrance for a few moments before another strange alien device appeared in his other hand.

He then says, "Mmmm... so hot and bothered, aren't you? You are turned on by me, yes? That's good. You will pass this lesson with flying colors, for sure." He then emits a light chuckle as he held up the device in front of his face for a few moments.

It looked more like a dildo than anything. But it was actually a microscope-type device that could be inserted into an opening to further probe and explore, getting read-outs of it to further enhance one's studies.

And so he slowly pushes the cool metallic object against her entrance. He teases her vaginal opening with the tip of it for a brief moment before slowly sliding it into her.

The girl's ears might be playing tricks on her. But it sounds like an inhuman snarl comes from Shinigami as he continues his eager "exploration" over the "student".

Persephone watched as he slowly moved down and kneeled before her. She had stopped a moment from playing with herself, interested with what he was going to do. Her eyes widened as his fingers found her entrance and going slightly weak-kneed as he teased her, causing her to moan some more. When he asked if she hot and bothered, she nodded, mumbling her agreement.

The pink haired girl was a little leery of the thing he held in his hand, shaped like it was meant for some sinister purpose. Not as innocent as her appearance led her to be, she shivered in anticipation. He pushed it inside of her, making her squirm a bit as it was cold and too hard for her soft insides, but she adjusted eventually.

Her heart skipped a beat as she thought she heard snarling coming from the handsome man in front of her, but thought perhaps her lust muddled mind was playing tricks on her. Curiously, she spoke out to him.

"Wha...what are you doing?"

"Now... it's time for me to give you your grade for complete satisfaction. Now you shall give me a satisfactory performance, I hope," he says with a deep, rough tone to his voice now.

Suddenly... weird, blade-like appendages broke through the back of his lab coat and arms as he continued to work the device in and out of the girl's entrance. His height suddenly started to grow abit taller. And his skin color started to shift to a sticky, slimy, yet congealed-like stubstance... colored green and splotched with patches of orange coloration.

His head shape started to shift and change, as well. His hair slinking into his head, disappearing as his clothes started to rip and tear from his growing body. Even his feet burst through his shoes that he wore as he emits a low growl of obvious delight.

He then says, "Miss Persephone Williams... now our lesson will truly begin." He starts to laugh. But it sounds dry and deep all at the same time.

Her eyes widened as he transformed before her eyes, growing into something monstruous. Sky blue eyes were transfixed as that handsome face gave way to sinister looking features that would have had most girls running and screaming. Blade-like appendages came bursting out, looking wicked sharp to her eyes--like they could rip her apart if she got on the wrong way. His skin changed into a coloration, which most would deem unpleasant to look at--alien and strange.

But for Persephone, she looked quite aroused by the change. She wanted him more than she did before, wild and strange fantasies running through her mind at a mile a minute as he continued to thrust the dildo-like machine in and out of her wet pussy. Looking at him suddenly brought her to climax and she let out a squeal as her knees finally buckled. She fell back, dislodging the device from her vagina. She laid helpless on the floor of the locked classroom, her body spasming with the orgasm she just had.

"Nnn...pro..professor...?" she called, unsure about what was going on.

He stands.

Now fully transformed as he gazes down upon her body.The alien-like device suddenly dematerializing as he says, "Now I wish to further my studies with your succulent body, dear Miss Williams!"

As he said that... he brought up both of his hands. Then from the palms of his three fingered hands, two slit-like openings suddenly opened from his palms. Then two tentacles shot out from both openings and headed right for the girl. They were sticky, slimy, and colored the same as his own body's unique coloration.

One tentacle twines about one wrist, while another twines about her other wrist. Then the final two twine about the girl's ankles. He then uses some unknown strength to lift the girl up.

When she is held before him. He emits a low snarl which transforms into a hiss of pure desire. Then... if her eyes will take notice of a slit like opening at the alien her professor became suddenly opens as 12 diabolical tentacles suddenly leap out. 4 tentacles each wrap about each of the girl's inner thighs as they try to keep them spread and open. One final tentacle suddenly slides around her neck, rythmically squeezing and relaxing. 3 other tentacle like appendages dance before her before each one maneuvers to her three vital openings.

One positions itself right out of her vaginal entrance, the other positions itself right at her anus, and the final one positions itself at her mouth.

"Mmmm... Miss Persophone Williams. I know you are thrilled by me. You were thrilled by me as a human. Now...help me learn about female human sexuality!," he roars out loud.

Then all three tentacle-cocks suddenly plunge their way in, one sliding deep into the girl's mouth, the other slinking it's way into her vagina, and the last one sliding deep into her rear.

The girl was transfixed as tentacles shot out to grab her. She instinctively moved away, feeling a little terrified, but he caught her before she could get away. It would have been futile as the room was entirely sealed off, keeping people out and herself in. She tried to get away, because of how slimey the tentacles holding her wrists were. The girl had a bit of a problem when it came to slimey things, as slime or anything gooey made her skin crawl. But she was trapped once he got her ankles too, spreading her legs wide and lifting her up into the air.

She was still primed from her orgasm, her breathing heavy and now it was slightly labored as fear gripped her heart as her pussy twitched a bit, he juices dripping freely onto the floor. She shivered as more tentacles came out to grab onto her, making her feel alternately aroused and disgusted. Several came close to her sex and she closed her eyes to shut out the image of them entering her, but instead they wrapped around her thighs to keep them apart. One came round her neck and she tried to move away, but it wrapped around her slender throat, contracting rhythmically. It caused the girl to become light headed as it constricted her breathing a little and she was scared of suffocating. She started to cry, which would make it harder for the girl to breathe and it threatened to make the girl pass out.

Persephone quivered as three tentacles--most likely Shinigami's actual cocks from what she could tell--positioned themselves in strategic places. She wriggled her hips, feeling one brush up against her rear and knew that it was going up her ass. The girl wouldn't have minded having something filled her pussy and her mouth (she was still eager enough to suck the alien off, even if he scared her), but to have one invade her behind was pushing it. But though she protested in all three went, causing the girl to buck spastically at the uncomfortable and unfamilar feeling of being filled at both ends.

He hisses delightedly as he watdhes the girl. He can sense her fear as it only excited him even more. His trio of tentacle-cocks moved with a life all on their own as they eagerly thrust themselves in and out of all three openings. He idly strokes over one tentacle with his three fingered hands as he says, "Mmmmm, satisfactory indeed. Female humans are highly sensitive specimens. Especially when it comes to showing or expressing their sexuality."

He blinks his five eyes as he tilts his head to the side. No discernable sign of emotion can be seen across his alien-like face as he says with a growl, "So... turned on by your display. Must... delve... deeper."

He emits a grunt as each of the three tentacles start to inflate abit, expanding in width and girth as they start to jackhammer into the girl. They showed no mercy whatsoever as Shinigami closes his eyes briefly before reopening them.

Persephone closed her eyes to what was happening, unintentionally heightening her other senses to the things he was doing to her body. She screamed into the cock pistoning in her mouth, her body being stretched and filled deeper by the bulging members. The speed quickened, rubbing her raw in her pussy and her anus. The two shafts rubbed the delicate membrane separating the two channels, a pleasant enough sensation once she got used to the things invading her. She came again, going rigid as she climaxed once again, though it had been much more intense than her first one.

The assault only continued as he emitted a roar from a mouth that wasn't visible on his face. He stomps a two toed foot to the ground as he says with a snarl, "Yes, orgasm... let the throes of passion, sexuality, and lust take you to new heights. Let me delve deeper as I learn about you even more, Miss Williams!"

The tentacle surrounding the girl's neck loosens it's grip and it slinks back. He nuzzles over it for just a moment before it suddenly shoots down to where one of his tentacle cocks is thrusting into her pussy as it starts to lightly tease over it before it plunges it's way into her pussy. All three tentacle-cocks kept growing in girth and width, thickening as they continued to roughly pound their way into the girl.

Shinigami howled out in lust as he threw his head back. Green coated preseed started to seep out from all three of his tentacle-cocks and into the girl. It was obviously it wouldn't be long before he hit his climax.

Even the sensations were overwhelming him as he says, "Oh... yes... very satisfactory indeed. Soon... Miss Williams... soon, you will recieve your grade."

At his proclamation she allowed herself to climax again--and again and again and again as he thrusted viciously into her young body. Her sexual juices mixed with his greenish fluids, dribbling down her thighs and dripping onto the floor in a small, discolored pool. She grunted with the effort of having to live through her mind blowing orgasms, breathing through her nose as her throat and lips were violated over and over.

She cried as his phalluses gained in size. The young woman writhed as another tentacle wormed its way inside of her, stretching her pussy painfully. But she became accustomed to the new size and her muffled shouts of agony trasnformed into moans and cries of pleasure, starting to just let herself og, falling into the pleasurable sensations assaulting her body.

She tried pushing herself down now, meeting the tentacles pounding into her, distorting her belly with their brute force. She wanted him all over again, growing even more aroused as time went on. She started to suck on the cock in her mouth, moving her head a bit to make the passage through her lips all the more easy and pleasant, rubbing her tongue one the tentacle's udnerside.

He closes all five eyes briefly as he suddenly roars out in a ear-gouging tone. His tentacle cocks bury themselves in so deep... the girl really has no time to react. Then slimy alien seed starts to shoot out in a monstrous torrent in the girl's mouth, pussy, and anus all at the same time.

In fact... there was so much coming that it all backflowed around his cocks as they contnued to writhe and pump into the girl. He says, "And this is your grade, Miss Williams! A satisfactory lesson, indeed... I must say!"

Then the one cock slamming into her mouth and the one slamming into her anus, although still spurting his seed, suddenly leap out to plunge their way into the girl's sopping wet pussy. The lone tentacle that inserted itself into her pussy pulls itself out and just wavers about as he rumbles deeply.

Then with another mighty roar... he climaxes yet again... with even more of his alien semen shooting up into the girl's wet pussy. It seems like this alien was insatiable. But he's never experienced such an intense orgasm like this. And this girl turned him on so much.