Dendrite tugged Madoka's shorts all the way down to her ankles. Then the creature suddenly grasped her thighs and pulled her up into the air. As her body settled in the tentacular grasp, her legs naturally spread, exposing her warm sex. "Really," Dendrite murmured, blinking at the girl as it held her against itself. "You are experienced then. But I'd wager you've never practiced your charms on someone like myself!" A couple of tendrils playfully stroked over her hair, then grasped her sports bra to pull it up and off of her...leaving Madoka nude except for her shoes and the shorts hanging off one ankle.

"True enough. I've never been with anything that felt like it had an army of hands working me over." she laughed as she hung their in the air, her charms completely on display to the alien, and the mention of her being experienced not fazing her at all. Most girls would probably be afraid but she was braver then most.

Dendrite growled deeply and leaned forward, curling over Madoka. Her body was held by the thighs, ankles and waist; more tentacles curled around her hands to let her hang on, almost reclining in midair with her hair hanging prettily below. "You're already learning to appreciate me," the creature murmured, continuing to caress her chest and back. "Good..." Finally Dendrite's tail curled upward and nudged upward between Madoka's legs, the blunt member making contact with the warm folds of her sex and rubbing eagerly against them.

"Well..." she thought for a moment, then added "If you learn to appreciate the feelings you're being given and not what is doing the giving. It ends up as a much more pleasurable experience for everybody." Feeling the blunt tip of his tail at her sex she asked, "That makes sense doesn't it?"

Dendrite chuckled deeply. "Indeed," the creature murmured, stroking the phallic member up and down Madoka's sex, tracing the parting of her folds. Then the tendrils tightened around her waist and shoulders, pulling her chest tightly against the alien's torso. The strong tentacles held her in an embrace that was lewd and yet almost tender. "It would be good if you could learn to appreciate this...Madoka," Dendrite growled, its eye watching her, inches from her face. And suddenly the creature thrust upward with its phallic member, parting Madoka's sexlips and claiming her tight pussy.

Just inches from the alien's eye as he pulled her well toned body against him, Madoka felt it watching her, seeming to gauge her expression. And soon she felt why as the phallic tentacle slammed into her tight hole, a groan escaping her lips at the brutal entry and feeling her well experienced body rushing to adjust to the girth of the length inside her.

A shiver ran through Dendrite, the alien pressing tightly against Madoka. "So tight," the creature growled. Its tentacle pulsed and squirmed inside her pussy, forcing deeply into her. A cool fluid trickled from the member, mingling with her natural wetness to make Madoka's tight tunnel moist and slick. "Good," the monster grunted, the phallic member starting to work in and out in a slow rhythm. Soft, wet sounds could be heard as Dendrite thrust into the captive girl.

A blush was rising on her face as the phallic tentacle set into a slow rhythm as it thrust in and out of her. Biting her lip to stifle her building moans, she could say nothing as a chorus of soft, wet moans issued from her tight tunnel.

"You are reserved," Dendrite hissed. A tendril brushed over Madoka's forehead and then her cheek, feeling the warmth of her blush. "But you are thawing. Come, tell me how good it feels..." The alien let her hang loosely in its embrace, Madoka's soft body rocking with the slow but firm thrusts into her secret tunnel. More tendrils roamed over her body, never ceasing their stimulation...feeling the smooth curves of her neck, the trim muscles of her shoulders and back, the tensing softness of her buttocks.