We slipped in through the shadows and made our way upstairs, we caught the scent of pussy and I knew a woman was close, my senses had become more accustom to this body and I could tell now that she was older and had just been fucked or masturbated as the scent was strong but older and used. I told Frank to sneak into the room and get up on the ceiling, from there I could tell that this woman just had sex, the couple were both naked and I could see her pussy leaking out his cum. By now I didn’t have to tell Frank much, we had become accustomed to one another and how we operate, a team, albeit a weird one. We moved a tentacle down and hovered just above the couple, and one by one I quietly gassed them, it seem Frank couldn’t do that, but I could, just like I couldn’t move us, but he could. I pushed a though into the man’s head, ‘go sleep on the couch’. Clumsily, he got up and wondered out of the room and down the stairs.

Now we had her all to ourselves. We sent all of our tentacles down to her, slipped off the sheets and already our tentacles got more sensitive and slippery with the slime that excreted from all of our body. Since we weren’t in need of energy, Frank let me run the show, this was something that shocked me, apparently he could give me control of the tentacles, or maybe he just sensed what I wanted to do. I took a second to get used to controlling our tentacles. Even though we didn’t need the energy, since we were on the run, we might as well take the opportunity to get as much energy as possible in case we had to run and couldn’t stop. Besides, we were less than half full, even though I could sense that what we had stored up could run us for months if necessary.

I caressed her gently with our tentacles, covering her entire body with our slime. I felt the warmth of her skin as I gave her a dream that I, my old human body, was rubbing her down with warm oil as our slime was warm too. She responded by moaning lightly in her sleep. I had a fetish in my human life, feet, I love feet and wished I could suck on her toes, but as we didn’t have a mouth, I couldn’t. Something strange began to happen. Our body began to change, mouths formed on the ends of our tentacles, not speaking mouths but they had tiny tongues and lips and could produce slime like saliva, our two main tentacles formed mouths big enough to match human mouths. I marveled at the mouths that now wondered her body, I could even taste through them! I felt the tiny details of her skin, the cool night air had hardened her nipples and gave her goose pumps all over.

I kissed her all over with my tentacle mouths, and I began to fill my fetish needs, one big mouth sucked on her toes from smallest to largest, using its tongues to swirl around and between her toes, they were pretty and painted red and tasted salty but sweet at the same time. She was beautiful for her age, I guessed she was about 30 or so. Nice C cup tits, long legs, milky white flesh that now glistened with my slime. Long blonde hair fanned our behind her as she lay on her back, decent body, not too fat, but not a twig either. Milf I suppose. I pushed the image of the old me sucking and kissing her body head to toe, she moaned again. My other main tentacle sucked on her nipple and she began to moan even more and gasped and cooed, tossing her head side to side. Her hips started to grind and I wanted to taste her pussy, so I let go of her toes and nipple with my main and went back to sucking both her nipples with two smaller ones. I sent my main tentacles to her pussy and the other to her mouth kissing her, making out with her.

I felt the need to be touched, not just my tentacles, our whole body, but I dare not move as that would put us in danger, or rather more danger. Frank gave me the go ahead though, gently lowering us until I got the message and our body dropped on to her stomach lightly, I could feel her warmth though our skin. I pushed the thought into her mind to feel us, well the old me, the image. She reached out and gently felt our hide, it was apparent now that we had harder skin than I thought, think one of those aliens from Aliens, but quiet not as hard. Her hands felt great on our carapace, wondering all over us, sending small waves of pleasure throughout our body. I refocused on making love to her, or rape, or whatever you may call this.

The big mouth near her pussy teased it by kissing her thighs and licking her pussy lips with a long slimy tongue. She moaned and cooed, her back arched and smile washed over her face before she went back to kissing my other mouth. I had two small mouths kissing her all over, two sucking her nipples, and two sucking on her toes. I wanted more and I wanted her to want more. My small mouths on her toes now licked and sucked and kissed all over her feet and her toes as the rest of the tentacles coiled around her feet massaging them, the two on her nipples coil around her boobs and squeezed them lightly as the tongues circled around her nipples before the lips sucked them back in. The other two wondered her body still, now kissing, licking, sucking her skin all over her body. I kissed her mouth more vigorously like a passionate lover she kissed and moaned into my mouth as our tongues danced. The other big mouth had nuzzled its way between her lips and was sucking slowly on her now hard clit. Her hips ground against it and I rode her stomach up and down as her backed arched again and again. Her hands wondered my body and our tentacles as she grabbed, scratched, pulled, and rubbed us all over.

As much as I was driving her mad, she was getting me hard so to speak although for us rigidity is a relative term as our tentacles didn’t have bones, but could harden much like a cock. I needed to fuck her and she needed the fucking too. I made her cum hard before I penetrated her, tasting her cum as it gushed out of her. She tensed and then convulsed and did that again and again as the waves of pleasure course through her from all the parts of her body I was kissing, licking and sucking went to her pussy, built up, and then surged through her entire body forcing her to throw her head back and groan and gasp. Our sack was filling and now we had collected more from her than all the others, but this was the most we had made the woman feel the desire for sex.

I pushed the image into her head that she had a cock in her mouth, hands, pussy, ass, and even between her feet and the thought that she needed to suck, fuck and jerk them all off. I lined up my two main tentacles in her mouth and pussy, smaller ones took there place one in each hand, one in her ass, and one between the arches in her feet, the other two sucked on her clit and neck. At once, all of them pushed into her body, my main tentacle bottomed out, the other one hit the back of her throat. Her ass resisted but I was too strong and pushed my way in through her tight puckered hole until she relaxed and her ass began to suck me in. I fucked her pussy, ass, mouth, hands, and feet all at once, in just a few seconds in her whole body tensed up as she came hard to our deep intrusion.

We continued to fuck her fast and hard, we used her to get ourselves off by fucking her hands, feet, throat, pussy, and ass. We alternated fucking her ass and pussy with long fast deep stokes. The scent of her drenched pussy filled the air with her musk and the room softly echoed with her cooing, gagging, moaning and growling. She fought hard to get away from all that pleasure overwhelming her senses at once but we wrapped her in out tentacles and rode her stomach up and down and side to side as she arched and bucked and rolled. She must have came hard 3 or 4 times before our build up climaxed as well. I let the feeling of all her holes and body wrapped around our slimy tentacles take over and I was put into a sort of trance, like a high from drugs or something.

Imagine having 6 cocks all ready to cum at one time. Our build up accomplished, we shot load after load all over her and inside her. Our clearish blue hot cum coated her inside and out as we came hard, our whole body feeling the waves of pleasure throughout it. I think I blacked out for a second as I don’t really remember pulling out of her to retreat into the shadows, but as we did, I remember seeing her glisten with our cum all over her and the bed, just pouring out her holes and the side of her mouth as she coughed up what she could not swallow. I realized she was awake now as I could see the whites of her eyes open and shift around the room, she lifted her head to find us but we had already slipped into the shadows. She smiled, closed her eyes as her head fell back down on the bed once again going into a deep and (I assumed) satisfying sleep.

After the haze of our explosive and very pleasurable cum began to wash off, we left the room in the shadows, we slowly stalked the halls to the end of the hall proceeding in the same direction as we had entered it before. As we passed what I assumed to be another bedroom, I, we, caught the wafting scent of another pussy.

Part 3 is on the way! I appreciate Comments, Suggestions, Corrections, and Constructive Criticism. Please Rate and Thanks for Reading!