The pungent smell of oil had waifed into the air as the monoliths of junk hovered over him like metal towers that had loomed over him Eyes darted around as he had looked for the agent that had shot him and fled here of all places.

Black blood still oozed out from his shoulder, the projectile having passed through him as it tore apart muscle and flesh. At first he had been angered by this but his mood had diffused some as he had managed to turn the tables on her.

His wound rapidly healed while his own telepathic mind reached out into the junkyard in order to brush up against her mind. She had been close, he had known that much.

He slithered about cautiously seeing that she had been armed and could potentially harm him. His white eyes glanced through the dark shadows that had fallen across the landscape. Mouth tendrils twitched rapidly, his mind ticking down responses to whatever she could toss at him. He already knew that she had been much quicker than himself, she had managed to elude him thus far, and she had still been armed.

Aegir had not been able to tune into her mind as he usually did. Things occurred too fast for him to really comprehend what had been going on.

Though now he scanned the terrain, his mind acting like a radio as all he picked up had been static and her general direction.

Amelia cursed quietly to herself as she made her way through the mounds of alien wreckage. She cursed herself for not being more careful, cursed herself for being so stupid and cursed herself for having such terribly bad aim.
Ahead only a few meters away was a large wreck. An old ship of a familiar design, it was only just a small thing a personal transport craft, the hull was cracked open along one side but it looked largely intact. She covered the distance quickly and ducked inside.

Amelia had no idea how tired she was until she let herself collapse onto the floor of the ship, she was breathing hard from the extended running and her legs ached.
I will rest for a minute here, get my bearings and then start moving again. Just a moment to catch my breath that's all. If I'm quick I can get back to my ship
the thought let her relax, and after a few minutes of heavy breathing she steadied herself.
Amelia removed her pistol from it's holster and released the magazine which landed neatly in her free waiting free hand, she examined it and swore softly. If she got out of this one, she promised to dedicate more time to fire arms training. Fourteen rounds fired, and she wasn't even sure if she had hurt the thing.

Two bullets left...
She slammed the magazine back into the weapon and held it tight to her chest. Better to keep the gun handy she thought.
She had managed to steady her breath by now, but not her nerves. She had no idea what the creature would do if it caught her. She tried to will herself to stand but shook nervously instead. Whispering under her breath,“Another minute and ill go.”
she folded her arms around herself. Trying to listen to the area around her tiny sanctuary.
“One minute, thats all.”

Come out, come out where ever you are.

He had practically sang as the sound of grating metal being scraped against the earth could be heard as he shoved this and that piece of metallic junk out of his way with his tentacles. He did his best to tune into her surface thoughts even though he could not presently see her.

She had not been in this direction or that. But at last it had seemed that he had a hit. He could feel nervousness and had thought he had felt her among the junk. He slithered in that direction though he had only managed to get a few feet before he heard a loud, annoying screech from his rear.

Whirling around he saw a strange bluish creature, its triangular head had been devoid of eyes and even a noise. Tentacles fanned from its shoulders menacingly as rows of three or maybe four teeth of a triangular nature lined its screeching mouth.

He took a moment as he examined the screeching creature as he associated it with a junkyard dog upon Earth. Cautiously he backed away from it as he pressed his mind into its own.

By this point his shoulder had stopped bleeding as his wound sealed itself closed but the blood had still been there.

Odd, he could not figure out the simple alien mind before him so he strangely drew upon a seldomly used talent as he detached one of his tentacles from his body. Backing up a little further he watched for a moment as the creature snatched up the wriggling tentacle as it mauled it within its jaws prior to running off with it.

Whether here as a defender or just some hungry creature Aegir could not tell but he swung his complete attention back to his hunt. Slithering along he had come to a derelict ship, its make unfamiliar with him though he could sense the mind emitting from within the hole in its hull. Losing whatever form of caution he had possessed up until this point he had headed towards it as he slithered closer.

Amelia was fit, physically able, and she liked to think of herself as resourceful and clever, even brave sometimes, or so she told herself.
But Amelia was frozen, she could not will her body to stand, for close on five minutes now she had been trying to work up the will to exit through that crack in the ship's hull
the little ship was made of some alien composite it was cold like steel and hard like steel but seemed to have a different sheen to it and resembled a sort of bronze or copper texture and color. The derelict had two entrances she could see, the main cabin door, which from experience she knew, would only open if the ship had power.
Which made it useless, and the other was the great gap in the hull on the left side of the craft, the one she had crawled through, inside it was dark and cool and empty gutted of everything and anything of any usefulness, it was completely barren.
She was sweating again she realized and she felt moist and uncomfortable inside her full body skin suit, yet another thing to add to her problems.
What happened to the plan! Get up lose the...the thing, the thing chasing you!, the squid man, the seven foot tall...giant squid man! Oh gods why was it even here!? Why did you have to break down and shoot at it! Now it's mad and...and...
and suddenly her fractured thinking was interrupted. in an instant she was up, her back against the hard wall of the wreck. pistol held tight in both hands. A few feet to her right, about three feet away lay the gap and the outside that was where the sound came from. She heard something howl, was sure of it. High pitched and painfully loud, and frighteningly close. She had to go now, there would be no other chance whatever it was it would be here soon and she couldn't risk freezing again, this time she went all the way or she was certain she wouldn't get back up again.
Without another thought, Amelia turned and bolted through the breach.

There! He had seen her dart out from the breech. Of course he whirled his attention in her direction, his body immediately heading in that direction though it had been clear that his slithering form would not reach her.

But Aegir did not allow that to deter him any. He still approached though it had been the power of his mind that he called upon now. Using his telekinesis he had pushed over metallic towers as he toyed with her, getting her to deviate her course. Again and again he had done this, like a cat playing with a mouse.

Though after the third or fourth time he grew bored with it, instead pressing the force of his telekinetic power against the back of her knees, hopefully this would cause her to fall or be knocked off balance as he continued to slither towards her as his eyes focused on her and of course his attention had been fully upon her to avoid her escaping if that could be helped.

With a glance over her shoulder she could see it now. She could not make out any specific details but she could tell that the creature was not built for any kind of speed. Her plan would work, she just had to keep moving, if she could get enough distance he would never be able to catch her. Little did she know he had powers to compensate.
Amelia simply couldn't believe her eyes the first time, or the second nor the third. The fourth time made no more sense than previous three. But it happened all the same. The wreckage all about her had thought now was as good a time as any to tumble down around her.
Many of These old wrecks and monument like stacks of totaled machinery had stood solid and still for more years than she could remember. And yet now on this day of random judgment they seemed to Burst apart for no apparent reason, and cascade down before her. Every collapse blocked her path, and each time she had wasted the precious distance she gained from her tormentor by searching for a new route to safety.
By the fourth tower of rubble's collapse, Amelia felt lost and tired and very scared. It was getting harder to run. She had been running for so long, her limbs hurt, and her breathing was ragged she was panting and missing steps now and again. She risked a brief stop,turning to glance at the figure and catch her breath. The sight made her want to cry. It was right there... still at her back no sign of slowing.
Keep moving you can't stop he will kill you so MOVE DAMN YOU!
It didn't matter any more she could tell herself a thousand times, but she could not run anymore, rooted to the spot by a force she could not describe. Her legs felt so heavy, so tired she could feel them giving way Standing was so she cried out as her knees buckled and she was forced to kneel facing her tormentor and panting heavily, her legs would not listen they felt pinned by an invisible force, but her hands responded and defiantly she raised the pistol and her two last chances at survival.
“stay back.”
she screamed at it her face was contorted with fear, and her hands shook the weapon in her hands.
“stay the hell away!”

He canted his head to one side as he examined her as if it had been for the first time. He paused as if fearing her weapon, of course that had not been the case.

His remaining tentacles flopped and wriggled as he studied her, the tight form fitting suit that she wore had been difficult for him to truly appraise her.

Figuring that he had nothing to fear from her projectile weapon he calculated the damage that she could do. At most she could take his eyes which were capable of regenerating anyway and he could always "see" through the eyes of his nodes so being blinded while he had waited for his sight to restore itself.

By my calculations, and do correct me if I'm wrong but unless you reloaded that thing you have what? One or two shots left. That is if that weapon of yours holds the standard 15 clip opposed by the modified 12. So make each of your shots count ... not that you could possibly kill me with that thing.

Toss it aside and I'll go easy on you despite this hunt causing me one of my tentacles already.

He held up the stump of his missing tentacle that would only regenerate itself in a few short days.

Of course you could always take your chances.

It was enormous, towering over her kneeling form, dwarfing her crushing her spirit. And far worse than it's imposing image as it strode towards her, Amelia shuddered when she heard it speak. She had no expected that, and the very thought sent a chill up her spine. It was speaking to her, and she understood, it wanted her to surrender throw down the only protection she had and he would go easy...easy on her. She didn't understand, how could her death be any more easy or otherwise.
Or she could take her chances and shoot it. He was close now how could she miss? This time she was still braced and ready and it would be an easy shot. If only her hands would stop shaking.
Amelia was not sure what to do. She had been given two options, both frightened her.
cursing her own weakness she tried to speak, to stall for time, to beg anything it was hard.
“why, why are you following me? Who are you? And what are you going to do to me?”

Seeing her hands tremble he had surmised that nerves had gotten the best of her. His massive size allowed him to gaze down upon her, his tendrils twitching this way and that as he peered into her surface thoughts as he found her questions blazing there and her wish to stall him for time. He had read her fear at the situation that had been pressed to the fore of her being.

But he stopped about 10' away from her, still gazing at her or rather the weapon that had been aimed at him. He had no real need to discuss matters with her but found that he had answered her question as he used his telepathy to "speak" with her.

Why I had been curious about you. I have not learned too much about the ADD and had hoped to take that knowledge from you, well take is such a strong word. Rather I planned on using your memories to learn about the organization.

You may refer to me as Aegir. And no I'm not planning on killing you though if you do use that weapon of yours I may change my mind. Rather I think I'll have some fun with you after all you did shot me and did cost me one of my tentacles so to simply let you go now would have been an utter waste of time.

Amelia felt a warm tear run down her face and then another but she didn't make a sound. She sobbed softly staring him in those cold white eyes how could she have been so blind?

It had taken her so long to catch on, the creatures mouth never moved as it spoke. It was emotionless and still. Telepathic... that was why the towering ruins had collapsed around her, that was why she was pinned, and that was why there could be no way to hide from it. She was beaten as easily as that, nothing she did could change a thing, so she cried silently and chose a fate she only prayed would be less painful.

She removed the magazine with a silent mechanical click, the sound of metal sliding on metal, and let it fall to the dirt below her with a soft thud. Then she deftly removed the slide and the barrel, she worked quickly and quietly . The pistol was one of her most precious possessions, a symbol of her belonging in such a strong organization as the A.D.D, so long as she had it she was not defenseless she could fight. little good it had done her today. she disassembled it, removing piece by piece until it was spread out around her in a dozen different places. When she finished she crossed her arms over her chest and sniffed softly, diverting her eyes. Her gaze she directed at her own knees still frozen beneath her. the tears had not stopped flowing the whole time.
She couldn't say the words she had some pride, even in defeat..so instead she just put said them in her head over and over. It made little difference if he couldn't see her clear defeat in her actions he could just read her battered mind and he would hear the words she could not say.
You win, I was weak, stupid and now I am a coward, I give up.

Watching in silence as she disassembled her weapon he had known that had not been going to kill her regardless, though it had been some time since he had dined on a morsel of gray matter. But her disarming herself made things sooo much easier not that he couldn't deal with an armed being. The thing was that he hadn't had to deal with the weapon being an issue, the possible pain it could cost him had been removed.

By this time his wounded shoulder had healed completely, other than the dying blood that had stained his shoulder a black coloration, the coloration of his own blood. He did look down at the stump of his severed tentacle which had sealed off blood flow to it reflexively so he wouldn't bleed out of it.

His focus had soon returned to Amelia as she finished with disassembling the gun, her tears flowing down her cheeks as he witnessed them, his mind flowing into her memories as he accessed her time with the ADD. It hadn't been as if he wished to do anything other than sate his curiousity as he pulled this mundane fact and that about the organization as if her mind was little more than a computer that he was currently downloading from.

Now stupid would have been firing you weapon at me knowing that you could do little more than annoy me. I suppose you may have used a shot to ignite the oil about us, providing you had found any but I am fire resistant as well so even that would have done little good.

He had brattled on as if she were even listening to his projected words. He slithered a little closer, his shadow draping over her smaller frame. And I would hardly call it cowardice to flee from the unknown. Assess matters, learn and then pick your time well. In this case you were simply out classed. Now remove your clothing.

Aegir had seemed so pragmatic about things though it must have been a bit odd that he had fallen into the role of teacher so easily.

his words did nothing to soothe her, if anything it hurt more, she felt like it pitied her, explained what she could have done should have done might have done. But she knew the truth of it. Should have could have would have, if I she had been stronger.
Her bodysuit was of a heavier design. It was a light gray color, build for practicality and comfort. Used in outdoor and potentially hostile environments. It was thicker than most, and was reinforced at the knees and elbows. The suit composed of two pieces, the bottom piece where tight fitting pants that extended halfway up her chest and stopped just short of her breasts. The second piece overlapped the lower and had a wide collar and full length sleeves. In adition she also wore a holster strapped to the outside of her right thigh, and she had gloves and boots of a matching material to her suit. All this it wanted her to remove, she could not bring herself to refused.
She snapped open the clasps on each shoulder and the on o the back of her neck, the material loosened and came free with a tug, Amelia pulled the top half of her suit free over her head.
What little breast she had where lain bare.
She let her arms out of the sleeves and set the garment down neatly beside her.
The bottom half followed the top, and her small and well muscled body was there for all eyes to see. and then she set her gloves down as well last came her boots and then she sat again kneeling and staring at her shadow, naked and cold new tears welling in her eyes as she finished the shivered against the cold wind and waited.

White eyes slid over her, defiantly enjoying what he had seen. In truth he preferred smaller breasts than larger ones, though he had been silent in the matter as he observed her stripping off her garments. Clearly he felt the pang of sorrow course through her body, fresh tears causing her eyes to glisten in a particular way as she looked to her own shadow.

One tentacle grasped at her chin jerking her head up so that he could inspect the features of her face before letting his touch drift off of her body causing her gaze to drop. His telekinetic touch smoothed down her chest like a falling hand as he made a single one word comment.

Nice.

She had been so compliant knowing what he could possibly do to her. A musky scent rising off of his body as he had instinctually released pheromones that had no effect on her. The odor hanging in the air only to mix with the aroma of oil, machine parts and other such scents. The musky scent had been strong at first but had diluted itself with these other scents in the air.

From beneath the mass of tentacles that compressed of his legs he produced a trio of cocks, all quite stiff as they motioned to her lips. Two smaller phalli flanked a massive central one that had jutted towards her lips.

A tentacle worked itself between her knees lightly stroking against the slit of her sex, another brushing against her clit while his mind crept inside her own, playing with her pleasure centers as he dialed up her responses.

Now I think you can work out what is required of you since your down there.

Amelia didn't hesitate, she had nothing left to take, all that was left was appeasing the creature. There was nothing else she could do but cry and suffer whatever lessons pain it wanted to afflict on her.
It had three, three cocks, Why three? She couldn't help but wonder, although she could only guess as to what she was supposed to do with them all. She had a fairly decent idea so she tried. even if she failed Amelia could try at least.
Amelia wrapped her lips around one, the big one in the center. And it took everything she had not to bite down, or to spit the thing out.
She thought maybe she could use her hands to please the smaller two, and did so feeling half a fool it seemed so unnatural, but she was terrified what the creature would do if she didn't at least try.
And all the while he was touching her nether lips delicately toying with them, and the feeling was tantalizing, so good she thought she was losing her mind. She sobbed and moaned all at once and fought back the urge to gag at his scent, so close to him the smell was. So strong it made her head hurt, made her want to shy away. But she couldn't she had tried and failed and failed and failed, and this was her punishment.
Her lips slid along the length of his strangely shaped tip and proceeded down it's length. Taking into her mouth what little she could fit. It was huge far larger than anything she could have imagined, she couldn't even get half of it in. Amelia froze in that position, realizing that was all she knew to do.
she didn't know what to do she realized, Amelia had never loved a man with her mouth before. Or at all for that matter. Whatever had taken her virginity had taken the memory of doing so with it, she was completely untrained. She understood the premise of sucking a cock, but the technique was foreign, another thing she failed at she thought. she pulled away just enough to work out a few tortured words, the taste of his cock was still thick on her tongue, it was hard to speak.
“I...i don't know how”
she said sobbing silently.
“I..i have never...before...i don't know how”
finishing her pitiful explanation she replaced her lips on his member, and tried to work her lips back and forth slowly, she preformed a similar motion with her hands wrapped around the smaller members that projected out on either side of her. hoping it would accept what little she could do.

He burbled out a groan at the feeling of her lips against him. The heat of her lips coiled against him as her lips ran up and down his central shaft while her hands had been wrapped about the others.

Had she looked at the smaller ones closer she would have seen pin pricks in the flesh of them and even a seem in the larger of the three where it could open up like a mouth allowing him to store his nodes inside of it, to inject them if he would within the confines of a body had he had any available to him.

Think of them as hooks. I can project barbs out of the two in order to securely hold a female of my kind as the other impales her ... that was when we reproduced in such a fashion eons ago.

Answering her questions without her even asking he displayed the fact that he had been within her mind reading it. But she had pulled away from him long enough to utter her inexperience in such matters. To be truthful it hadn't been all that often that he had received the pleasures of the mouth and even if she were as bad as she had thought he was unlikely to notice much of a difference. It had been as she had thought, provided that she had tried and of course avoided any painful contact of her teeth against him.

While she could bring less than half of his length inside the heat of her mouth he had felt it most keenly near his tip where he had been most sensitive. But he had taken what she had said into consideration. He had not been as cruel as most monsters or aliens and that had worked in her favor for the moment as he shifted roles almost immediately. He fell into the role of teacher quite well drawing upon the few experiences that had befallen him.

Use more tongue ... like that ... slower with your hands ... mmm, that's it, like that.

While his tentacles still dashed against the slit of her sex and against the nub of flesh above it he brought his hands up against her cheeks, thumbs wiping at her salty tears while a single tentacle worked up to her breasts as he fondled them softly while another tentacle coiled about her hip working its way to the crack of her ass.