Ishtar's flower was clamping down on the alien's member as it repeatedly pounded her from behind. As the blue haired student's pleasure increased, so did the redhead's as she moaned strongly due the thrusting tentacles and the sucker on her breast. Ishtar's tight flower started creating a steady pleasure in the phallus' entire length.

As his thrusts continued to increase the blaze inside Ishtar's loins, Rahs was aware of Ryu's gaze as she was approaching her own orgasm but holding it back while watching them. Since her lover's own climax seemed to be approaching as well, the mercenary wondered how exactly the redhead felt as she saw her coming. Just to make her cum faster and see if Ryu came with her, Rahs started massaging Ishtar's breast with the light current.

Ishtar suddenly felt a light current travel through her breast, as Rahs continued to breast. Ahhh! This is too...Ohhh!!!...too much!!! AHHHHH! Ishtar's moan filled the room as she found the fire inside her exploded in ecstasy.

Ishtar moan filled the room as she struggled with the spasms of her own orgasm. Slowly her moan faded away as her arms buckled. Her naked, juices covered front collapsed against the wall as she dealt with aftereffects of her release.

It had been a torture to keep her orgasm back even though it wasn't as long as sometimes in her past, but the view and his tentacles made it so attractive to release herself without any restraint. Perfect timing allowed the redhead to reach orgasm at the same time Ishtar did, her final climax moan joined hers, both of them filled the room with their lust filled cries.

The intensity of her own climax had been higher this time, every second she kept it back just increased the pleasure and satisfaction afterwards. Almost every muscle of her cramped while she was on the ground just to relax afterwards again, leaving her as a juice covered, panting and for release begging participant.

After a while, Rahs could feel how Ishtar's tight flower began to clamp down on his huge member going in and out of her. It was clear that the blue haired student was standing on the edge of orgasm, and his electric touch at her breast sent her over it. Her passage started convulsing like the rest of her body and after a while, the orgasm faded away.

He also heard how Ryu came at the same time with her lover. His head turned sideways to look at the writhing body before it relaxed again. She practically begged him to take her but if she wanted for Ishtar to go first then she'd have to hold out for a while. Rahs looked back at Ishtar when her arms relaxed and her whole body fell against the wall, and one of his hands had to hold her so she wouldn't fall.

The mercenary moved back a bit while holding Ishtar and saw the shape of her chest and shoulders on the wall due to the juices that remained there. "Now that's a masterpiece," Rahs expressed, more to himself than to the pair of girls. He turned the blue haired beauty around so she could face him and then the two tendrils inside of Ryu withdrew. They instead went for Ishtar, the one that had been in her lover's anus wrapped around her waist and lifted her as the other one with Ryu's juices went for her mouth. The alien's hands were on Ishtar's thighs as she was held slightly above him and then lowered, her lower lips feeling his phallus' tip before it impaled her. The sucker on Ryu's breast didn't work at the pace it had before the redhead orgasmed, but instead sucked sporadically. Instead of being intended to be a torture, it was actually so she could recover some energy before being the next.

Ishtar looked up to see the impression of her body on the wall made of the juices. Ishtar blushed at the sight, hoping that it would somehow would be wiped clear before any other students found it. Somehow she realized it wouldn't it and felt a bit ashamed.

Ishtar gasped as she felt her body turned around to face the mercenary. A tendril wrapped around her waist and pulled her up in the air. Ahhh...you want more of me now. Before she could say more a second tentacle dove into her mouth. She tasted the juices on it and realized that came from Ryu. She couldn't believe she was doing this in front of the alien.

However Rahs wasn't going to wait for her. Pulling her thighs up with his hands, he then thrusted his phallus into her. Mmmph! Her eyes went wide before she accepted what he was doing. It appeared she was going to entertain him a while longer with her moans and writhing.

The redhead sighed when the two tentacles left her, the sucker with the barbs remained, obviously to keep her in the mood if she mentioned it's pace and strength. Even if it wasn't enough for her to get completely satisfied again, she was glad for the pause and offered the mercanery a soft smile for his mercy towards her. Still, she wasn't quite sure how long she could resist the view of Ishtar's form on the wall or the fact she got penetrated again and sucked her juices off the tentacle in her mouth.

While being in his grip Ishtar writhed and moaned by the pleasure his phallus created within her, Ryu felt a bit ashamed she didn't choose herself to be the next but after all it paid off anyway. The view and sounds emitted by the beauty at the wall served as additional factors to keep the redhead aroused, it really seemed like a torture for her not to feel the same as Ishtar.

The fact she'd be able to masturbate while watching seemed very attractive, but maybe she wouldn't have enough energy left to enjoy the further situations. She simply gazed at them half-lidded, gently breathing which forced her chest to move in the same rhythm of her breath, the sucker spent at least some more entertainment.

"You say that like if you don't want more of me, Ishtar, he replied before the tendril pulled her up and the other one made her taste Ryu's nectar. The blue haired student's inner walls got spread again by the huge member that penetrated her, and it seemed that her body didn't mind at all, but on the contrary clamped down lightly as it filled her entirely.

Her tightness and warmth enveloped his cock, and created a spark of pleasure within that slowly grew in size. Rahs loved how Ishtar's eyes widened with surprise before finally accepting the situation and moaned through the tendril in her mouth. Through the corner of his eye and mask, the mercenary saw how the redhead seemed thankful with a soft smile and simply opted to stare at them with her half-lidded eyes, trying to recover some energy while enjoying the subtle pleasure created by the sucker. His eyes noticed her rising bosom as she breathed and started to let Ishtar feel the current with his phallus again, while the tendril in her anus moved in sync with the one in her mouth.

Ishtar could feel the current begin to come from his member again. Mmmmph! The tendrils in her rear and mouth began to thrust into her in sync. She could feel the fire in her ignite again as her hands began to move.

One hand reached up to attempt to hold on the tendril in her mouth. However the juices made it too slippery with for her to hold on to and it slipped in and out of her grasp. Meanwhile the other hand began to reach up and fondle her own breast, as her will had finally given in.

While she watched the scene she felt how energy returned with every second that passed by, necessary energy to replace Ishtar in some time and to receive the same sensations the blue haired student was able to feel for some time now. Even though she sounded like she couldn't believe his way to take care of her over and over again there was no doubt she liked it deep within her. Ryu's breath didn't seem as heavy as before and she used some more strength of her mind to keep her eyes further open than just half-lidded, not only to appear fully restored but to show she wasn't that tired anymore even though she was still somewhat.

Every thought that Ishtar disliked his attempts to satisfy both of them faded away and got replaced by the ones of that she accepted his efforts, finally stimulating her own breast as additional pleasure while it seemed like she gave up even later than Ryu herself. It bothered her in a way, but Ishtar's moans and gasps were enough payment and completely worth her earlier decision for her to be first.

Rahs could only see with a smile how Ishtar had finally appeared to accept her situation and began to increase the stimulation further by groping one of her own bouncing breasts while also trying to get a grip on the slippery tendril thrusting in her mouth. One of his hands also moved upwards, caressing her skin before squeezing Ishtar's hand to make her squeeze her own orb and pinch her nipple slightly. His hand took the other, free breast and gave it some stimulation by massaging it but also giving it the electric current that Ishtar was incapable to do.

A few glances let the mercenary know that Ryu was looking more ready to be taken next, but that time would arrive soon. As if to entertain her further as well, the sucker increased the pace of its suction a bit before starting to pull and push the redhead's heavy breast while the barbs increased the tickling at her nipple. Its intensity working at Ryu's breast was increasing slowly, whereas Rahs already could feel that he would come soon again with Ishtar, her moans never stopping and arousing her lover and the alien further.

Ishtar moaned as she felt her hand was forces to grip her breast tighter by the mercenary. His other hand reached up and grabbed her only free orb. Slowly he began to massage it and filling with a light electric current. Ishtar let loose another muffled moan as she could feel the fire in her reach a point where it was nearly an inferno.

Ishtar's hand let go of the Rahs's tendril as she continued to drink in her lover's juices. The hand instead reached out and gripped to his arm tightly. She just wanted to finally get a strong grip of something as she began to arc back...

Ryu moaned once, heavily by the new movement of the sucker and Ishtar's dull moans. Her hands got hold on to the sucker, its stimulation made her mind mad and pleasure began to spread through her chest. She got further aroused, she could feel the need to get penetrated as well but it wasn't her turn for now. Even though Ishtar seemed pretty close to her next release she'd be patient and wait for her lover to release herself, after all she decided it was her turn.

Ishtar's resistance obviously gone, the redhead couldn't resist to watch the two of them while she drank her juices and touched herself to feel more pleasure than before. Ryu smiled within herself while watching the scene, Ishtar's peak couldn't have been closer before she obviously released herself after getting a tight grip on the mercanery's arm.

It was almost impossible for Rahs to decide if her muffled moans were better than her loud ones, but at the end any sound that Ishtar made always aroused him and Ryu further. His hand was caressing her bare, soft orb when she gripped his arm and her head started getting a bit distant. She was arching back and getting closer to her orgasm, and her flower started convulsing, trying to get the most of the huge cock's length and girth.

By this time, the blue haired student was not the only one close to an orgasm, as her passage had embraced the hard phallus with a warm pleasure that had spread around his legs too. As if responding to her body's climax, Rahs groped her bosom with the current while his cock exploded inside her. Another release that practically only motivated the mercenary to continue. His member throbbed and twitched inside Ishtar, her walls and his length feeling the soft connected between them as his sperm filled her once more. Her juices got mixed too and soon she dripped again, and as the mercenary looked at Ryu with predating eyes the tendril in Ishtar's mouth withdrew to let her breathe and speak normally.

Isthar felt the wave of orgasm flow through every ounce of her body. Her body shook as she arched back as far as she could. She could feel herself clamp down on Rahs's huge member. In response, she feel Rahs' phallus begin to throb and twich inside her. Soon he climaxed as well as filled her with his hot release.

Slowly, Ishtar felt the tendril leave her mouth. She immediately took a deep breath as she tried to normallized her breathing. As she did so, she saw her lover on the floor, I'm sorry Ryu, I had to give in.

Ryu looked in his almost predating eyes, she knew that he would most likely take her next while she enjoyed the view how both reached orgasm and his seed dripped out of her kind of arched body. No matter what Ishtar said next, the redhead was quite confident she enjoyed it anyway and wasn't even sorry about her situation at all. Still, she thought she may apologize for her behaviour due she chose Ishtar to be first after all.

Meanwhile she felt kind of depressed about the limited pleasure the sucker could create, her red eyes gazed down at it before they returned to her lover and the monster who surprised them but had been able to force them into complete bliss afterwards. I would have done the same thing, Ishtar. Then she said something in an ironic tone before she sat on the ground, almost motionless while she returned the gaze of the mercanery. So sad I wanted you to be first. This would make sure Ishtar knew that Ryu thought she wasn't sorry at all, but she had to say something anyway due the student seemed to be anxious about what she must think about her that time.