It seemed that his suggestion practically put up a happy face on Ryu. She looked up at him and her crimson eyes met his bright blue eyes. His mask hid any kind of emotion, and his eyes were as cold as always, but at least the redhead could be sure that in his eyes, besides the lust that filled, was also the lack of interest in bringing them pain if they kept behaving so well.

It was one of those moments you have when you stare into another person and seem like an eternity passed when only you look for a second. Possibly upon realizing she wasn't doing her task, Ryu apologized and started to help Ishtar with the huge cock's length. Their heads moved across the entire phallus, tasting the mix of fluids and sharing the task. As he stared down at them, Rahs could see how the blue haired student wanted to touch Ryu, but didn't do so. Her arms were completely free, so a tendril went and pushed her arm as if encourage her, but at the same time, the tentacles in their holes started moving slightly to keep them always aroused.

Ishtar felt a tentacle brushed against her arm, reminding her that her arms were actually free. She had embarrassingly has assumed her hands were bound and had made no attempt to move them. Ishtar's hand reached out to grab Ryu's hand, so she feel Ryu's warmth. Once Ishtar grabbed the red-head's hand, she squeezed it gently.

Meanwhile Ishtar was almost done with Rahs's member. Soon she realized the mercenary would be back to working the two of the over once again. The tentacles that were moving slowly in her flower, kept her aroused and ready for him to begin again.

Just a short eye movement, nothing more had been paid to Ishtar except the return of her squeezing her hand. It was rather more important to keep him satisfied instead of the thought to take care of her lover. Even if he didn't intend to give them pain she wanted to make sure his needs got fullfilled, in exchange he may give them more pleasure and that was the goal of her task.

The mix of juices had been removed by Ryu's tongue rather early, at the point her part was as clean as before. The sudden movements of the tentacles forced her to withdraw while a soft moan escaped her, her arousal increased with every second that passed by. She squeezed Ishtar's hand harder before she glanced at her again.

A light hand movement, almost unnoticeable to the tall mercenary. Ishtar had been working on her part of the huge cock and seemed to need of her lover's heat too, but Ryu was more worried about doing her task and increasing the pleasure, probably thinking it would do them good too. Though she was correct, it was probable that her actions had many other reasons behind.

But it was not the time to think in that, since Rahs noticed how the pair of lovers were finishing with cleaning the phallus. It was time to make one of them feel his cock again, and he decided to keep going at them with the turns they were having. But he also could make it more entertaining to see. The redhead could feel how some tendrils gripped her shoulders and thighs and pulled her up slightly, making it look like it was her turn but they didn't finish making her stand up when the mercenary talked with her. "Do you want it to be your turn now, Ryu?" The tendrils inside her were increasing their pace but slowed after a while as if preparing to pull out of her. "If you don't, then you'd rather let Ishtar take another round?"

Red eyes looked up into his own while the tentacles penetrated her, the redhead emitted a gentle pant wich each thrust which kept her aroused but her mind not so clear as well. Being in such a position wasn't the best thing, even if he asked her about her interests at that point it was hard to focus on anything anyway. She wanted him to take her, she desired his actions but what about her lover? Ryu would have to decide who was going to receive his attention next.

Her head turned to the other student for a short moment, it had been an obvious fact that Ryu liked to watch how Ishtar orgasmed, but she needed the feeling of him inside of her own as well. The fact Ishtar had been able to feel his member inside of her before both of them took care of it seemed also kind of plausible for her decision in her mind. A selfish decision may be productive for her, but she decided to watch how the blue haired student got penetrated just to enjoy the view once again even if she denied the pleasure to feel his member once again in herself. I'd like it to be my turn, but... I want Ishtar to be next, again if you don't mind.

Ishtar continued to gasp with each gentle thrust in her flower. Rahs was keeping her aroused and keeping her wanting more. Her resistance was all but gone at this point, she watched as her lover was pulled up by Rahs's tendrils as Rahs asked Ryu if she wanted to go next. To Ishtar surprise Ryu nominated the blue haired student to go next.

Ishtar blushed as she looked up at Rahs, she could only imagine what he was going to do to her next.

Her eyes stared at his own as they waited for an answer. Rahs could practically see all the thinking that Ryu did to choose whether she or Ishtar will have another go with his cock. But he really didn't expect her answer. She was almost standing up, enough for her to do it on her own, and with the tip of the large phallus pointing at her.

What a selfless decision, Ryu... Or do you also enjoy watching her? The tentacles stopped gripping Ryu's body and only the ones in her tight cunt and arse remained, starting to thrust in, spreading her inner walls. One the other hand, Ishtar was lifted by other tendrils just after she blushed and looked up at the mercenary. "So be it."

Ishtar's body was lifted up in the air and then made to face a nearby wall with her arms extending towards it. Her buttocks were facing directly at Rahs and her lover, her exposed flower now visible with the tentacle gone and her juices flowing out on her thighs. Only the one in her anus remained there as the alien moved towards her and placed a hand on one of her butt cheeks while his large cock was positioned at the entrance of her passage, her nether lips welcoming the throbbing member and her walls spreading as it penetrated her once again.

Ishtar felt her body pushed over to wall, her arms instinctively holding her up away from the wall. She could feel his large hand begin to massage her rear, even as a tendril continued to thrust in and out of her body.

As Ishtar continued to gasp from the tendrils efforts, she felt Rahs's member begin to press against her flower. Before she could say anything, the member penetrated her. Ahhhhh! Ishtar head raised up a little as she moaned before both her head and breasts bounced with Rahs's first thrust.

Ryu emitted a moan when the tentacles began to thrust in her while she watched how her lover had been chosen to be next in the row of his attention. Her intention hadn't been revealed at all, at least she guessed it, even though it was obvious she liked to watch how the student got penetrated and to reach orgasm every now and then, it wasn't fair towards Ishtar but after all she desired him at least as much as she did.

Her nude body writhed on the ground , moans had been emitted by her with her head facing the direction of the two others, the tentacles that penetrated her spent enough pleasure to fulfill her needs and the view she had gave her enough material to be fine. Ishtar's moans and the pleasure created within her were the perfect combination for her to be suitably stimulated, of course she'd enjoy watching them and didn't mind if they'd notice her gaze resting on them.

His first thrust spread her tight walls apart until his huge cock met once again her cervix and filled her completely. Her whole body felt the pleasure created by his member and the tendril in her rear. Rahs moved back until only his tip remained inside Ishtar and then pushed in again, repeating the process until his thrusts had a pace that was increasing in speed.

Another moan drew Rahs' attention however and it didn't come from Ishtar. It was her lover that writhed on the floor being pleasured by the tentacles and watching carefully at the alien and the blue haired beauty. He smiled behind his mask due that satisfaction you get when you guess something right. It was now obvious to him that Ryu liked watching her lover get penetrated by him, and thought that even if the tentacles weren't pleasing her already, she would surely masturbate while gazing at them.

His attention turned towards Ishtar again and her bouncing body as it was being taken by the mercenary. To let Ryu know she wouldn't be forgotten completely either, besides the tendrils in her holes she would also see how a sucker snaked by her side and approached her huge breasts, attaching to one of her nipples and starting to work. Meanwhile, Rahs was now releasing the stimulating current inside Ishtar's flower again, setting her loins in fire as one of his hands reached around and cupped one of her swaying breasts.

Ishtar could feel Rahs thrusts become faster as they went traveled the full length of Ishtar's flower. Each thrust elicited a moan from Ishtar as she could fill each thrust fill her completely. Any resistance the blue haired student had was gone.

Ishtar was about to raise her head to moan again when she heard her lover moan. Ryu must been attended too by the mercenary as well although Ishtar could not see it. What ever was going on, the red head student sound like she enjoying it.

Ishtar suddenly felt a current flow inside her again from the mercenary. She suddenly felt the fire inside begin to flare up again. Ahhhh! It feels so good. Ohhhh! Rahs hand began to reach around and grabbed her breast as began to massage it. Ishtar head and free breast continued to bob with each thrust as she could feel the fire build within in her.

To watch how Ishtar got penetrated was something that simply aroused her further, not to mention the attention of his tentacles towards her by penetrating the redhead as well, but the view caught her attention and served as another reason why she made her decision. Ryu heard how Ishtar moaned over and over again, the most pleasant sound she discovered so far next to the feeling of her own satisfaction. Whatever Rahs did to her, it served as a simple factor of time until she'd reach her next climax.

Ryu spotted how a sucker made its way up to her chest, she welcomed it with another delightful cry while her hands reached up to attach it faster to one of her breasts than usual. The suction forced her to moan harder, the pleasure spread through her sensitive mound when she received what she wanted, her gaze quickly returned to the others after she managed to attach it correctly.

Ryu was not the only one that enjoyed very much the sound of Ishtar's moans echoing in the room. Her moans and gasps were music to him, and they motivated him further to keep penetrating, wanting to hear more of it was also a reason. Along with the redhead's moans, the only sound in the classroom was of their moans, and it was like a beautiful melody for Rahs and he was in the first row.

His huge cock kept spreading her tight flower as the alien increased his pace. Along with his member, the tendril in her anus was also penetrating her and seemed to go as fast as the mercenary himself. While another tendril made its way towards Ishtar's clit to stimulate her even more, Rahs' digits kept playing with her soft orb and tweaked her nipple, focusing on the tender nub.

Ryu also seemed very eager to be pleased herself as she took the sucker and attached it herself in a quicker way than the snaking tendril would have done. After attaching it correctly and firmly over one of her breasts, the impressive work of it forced the redhead to moan ever harder, but she was gonna get even more attention. The tendril inside her cunt started releasing the current too, and the sucker on her huge and soft teat started to tease her skin with the small barbs contained inside.

Ishtar could feel the fire with in her build to an inferno. She felt the tendril in her rear seem to race Rahs's member to see which appendage could move faster within the blue haired student. Ishtar moaned as she felt another tendril begin to play with her clit while her breast continued to be massaged.

Ishtar could hear Ryu's moans increase in volume and intensity, as whatever Rahs was doing to her was having the desired effect. Ishtar let out another moan at the thought of her lover in ecstasy. The fire within Ishtar had hit the bursting point and Ishtar knew she was about to explode.

Ryu gasped once before she returned to strong, deep and passionate moans. The stimulating current was about to force her to release again, additionally the tentacle in her rear kept thrusting relentlessly, when she felt the barbs of the sucker pressing against her flesh and nipple she didn't know if she should scream by the sensations or collapse by the immense pleasure it created. Her still sensitive chest seemed to be a good ground for sexual assaults, when the pleasure began to build up in her it felt like her chest was going to burst.

Her eyes never left the scene of the other two even if she'd be able to replay it as something like a movie in her head at that point, it was such an exciting image she couldn't resist to look at. No matter how close her climax already was, it just got represented by her moans and she forced herself not to orgasm as long as possible to enjoy it further.