Author's Note: This is my first foray into writing erotic fiction. I usually write more "vanilla" stories, so this is a bit of a change. Feedback and critique on the writing style, pacing, imagery, and whatnot is greatly appreciated. I planned to write the entire story in one part, but it ended up being way longer than anticipated, so I broke it up into separate parts, which get progressively more crazy in terms of erotic situations. So if you like it, please stay tuned for more!

Part 1

"Everyone, please put your phones away so we can start today's lecture. Yes, that means you, Arlo." Professor Sarah Cassidy called out towards the black teen boy in a strained voice. He didn't even seem to pay her any heed. Just what had gotten into her students this morning? Usually she could barely get them to keep their eyes open for the dreaded 8AM Biology 101 class, but now they were all abuzz and not even bothering to hide their blatant smart phone usage.

She ran an exacerbated hand through her shoulder-length auburn hair before sliding it down to massage her protesting emerald eyes. She really didn't feel like dealing with this today. Freshmen always had this side to them, but she had assumed the worst was behind her now that they were a couple months into the university's fall semester.

"Haven't you seen the news, professor?" Asked her star student, Zoey, as her ever-curious azure eyes suddenly bobbed up and peered at Sarah through black-rimmed glasses.

The blonde ponytailed 18 year-old was bubbling with excitement, a stark difference from her usual reserved self. Despite her quietness in class, she burned with a passionate fire during her field hockey games, earning her quite a bit of respect with the upperclassmen. Sarah was impressed by the girl's ability to balance her studies with her exercise, rewarding her with a fit build despite her bookish nature.

That said, Zoey was still very shy when off the field and tended to hide her ample curves under unassuming, baggy hoodies and regular blue jeans. Sarah knew that all the nerdy science boys in the class wanted to get into her pants, but none had the guts to actually make any progress.

Sarah remembered when the guys used to chase after her in college - her D-cup endowments easily caught their attention. Even though she was almost ten years older than her freshmen students, she could still spot many of the virile young males ogling her. She was flattered but not stupid enough to do anything with a student. She had tenure to think about someday.

"The news?" Sarah blinked, having zoned out for a second. She did remember hearing some sort of babbling newscaster on the radio during her morning commute to campus, but had quickly changed the channel to music to wake herself up. "I'm sure whatever it is can wait until after class. We have a lot to cover on cellular structure before the exam next week. So if everyone would please-"

"Here! Look, Cassidy!" Zoey's friend Diana suddenly ran up to the podium, phone in hand, with her long black hair billowing behind her. Diana was the opposite of Zoey in class, but she, too, was quite popular with the guys. No doubt many of them found a certain exotic sexiness from her Japanese ancestry.

She was rather proud of her body, which she apparently maintained through yoga, and today she was showing it off as usual. She wore tight black yoga pants under a thin blue blouse, through which a black, lacy bra was slightly visible that did its best to boost her B-cup chest.

It was hard to say "No" to Diana, so Sarah glanced at the screen in her student's hands with a defeated sigh. The video playing had some text that indicated it was a live feed. A handsome, smartly dressed young man holding a "Channel 5" microphone was quickly relaying updates in an excited voice. He gestured around the beach behind him with dramatic, readable motions.

"We are now receiving reports that the Coast Guard has finally located the impact site of the large unidentified object that crashed into the water a couple miles off the coast early this morning," he said, his hand up to his ear as if listening to an earpiece.

Sarah recognized the beach as one just outside of the city. It was where she had lost her virginity during her first college spring break... and also had been the last time she ever had sex in the sand. Big mistake. She involuntarily shuddered at the memory.

"I-um-what... can you repeat that...?" The reporter's tone changed suddenly and he quickly turned from the camera with a grim expression. "What do you mean they lost contact...? Hey is this a joke? We're live here...I can't... okay, okay! Cut the feed... cut-" Just then, the man's panicked voice was overtaken by a cacophony of terrified shrieks. The camera jerkily turned to the right to see further up the beach to capture the source.

Sarah felt her hand absentmindedly reach up to her agape mouth. Diana's grip on the phone began to shake and other students in the classroom let out loud exclamations of shock.

"Yo, what the FUCK!?" Said a man's voice from behind the camera, as suddenly an impact sent it tumbling to the sand below where it continued to record the horrific action. Emerging from the turbulent shoreline were hundreds of floating, translucent pods. They were similar in shape and size to hot air balloons but with the major differences being that they were seemingly composed entirely of some sort of mottled, flesh-like substance and had long, draping tentacles languidly dangling from the bottom.

They gave off the impression of being gigantic flying octopi. It soon became clear that the swaying pink tentacles were not just cosmetic. A twenty-something blonde woman was standing next to a man whom Sarah assumed to be her boyfriend. Both had their phones out and were excitedly recording the happenings going on behind them, apparently more concerned with their followers than their safety. As such, they didn't notice the writhing mass of tentacles suddenly lurch towards them from above.

In a flash, the tendrils wrapped themselves around both of their waists and violently yanked them up into the air. The man yelped and dropped his phone in a useless attempt to wrestle with the powerful bindings. The woman screamed and kicked her legs, but impressively managed to keep recording.

That's some serious dedication, Sarah mentally mused.

Several more tentacles from the floating pods continued to rapidly scour the beach, grabbing more and more of the scattering crowd as they lazily floated along the sand.

Each person was reeled in and unceremoniously dumped into the transparent orb at the top of the creature... or at least Sarah thought it was a creature. As a biologist she was familiar with many forms of life but this thing was completely alien to her. The captives inside of it quickly began to flounder around, crawling over each other in an attempt to tear at the walls to escape. But no such luck. Sarah felt a chill roll down her spine from witnessing their helplessness.

After a few minutes, the main wave of the alien balloons had almost entirely drifted out of the camera's view, seemingly headed towards the city. However, some of the creatures apparently decided that they were finished. Their collection sacs were nearly bursting with struggling captives. The curves of their bodies pushing against the membranous walls of their prison and gave it a grotesque, bumpy appearance. Without warning, a viscous, orange fluid suddenly began to gush up from the base of the sac and engulf the frantic people within.

The commotion died rapidly down as if everyone inside liquid-filled balloon had gently drifted off to sleep. A bead of cold sweat dripped down Sarah's forehead. She was momentarily worried that she had just witnessed dozens of deaths, but then she noticed small bubbles visibly rising from some of the captives - a sign that they were somehow still able to breath, perhaps? As a human, she was deeply disturbed, but as a scientist, she couldn't help but be curious about this logic-defying spectacle.

She didn't have long to study the scene, though, as the mysterious balloons slowly began to drift back out towards the ocean. As they began to sink into the depths, it looked as though the bathing suits and other clothing items of the slumbering humans were slowly beginning to dissolve away in the liquid.

Though it was hard to tell from this distance, Sarah thought she saw one woman's newly exposed breasts being squeezed against the sleeping face of the man next to her, but then the waves covered the rest of the creature and it was gone from sight. The beach was now eerily quiet as the only sounds were the rolling waves and the cawing of birds from above. But the idyllic peace did not last long.

Another scream snapped Sarah back to her senses. This time it was not coming from the phone. She didn't realize she'd been staring into empty space for some time now as Diana had already run towards the chaotic school hallways. Shouts and panicked yells could be heard all over the campus as several faculty members' attempts to restore order were met with futility.

"P-professor Cassidy!" Sarah felt like things were speeding up from slow motion as she noticed Zoey tugging on her white lab coat. "W-we should go! Everyone's freaking out outside! What's going on, professor!?" The look of fear and confusion in her eyes tugged at Sarah's heart, but for the first time she didn't have any answers for her.

"Calm down, Zoey," Sarah replied, in what she hoped was a convincingly calm voice. "I don't know what's happening out there but I do know that panicking won't solve anything. So let's just carefully make our way out together, ok?"

"Mhm..." Zoey shakily sighed as she relaxed her grip on the coat. Both women made their way to the door of the now deserted classroom. The window-less halls had quieted down by now as most people seemed to have made it outside already, but the distant sounds of sirens and panic could still be heard.

Sarah moved out into the hallway and began to walk swiftly towards the stairs to the ground floor, following the evacuation guidelines. Zoey was not far behind. They burst out of the doors and into the morning autumn air, still brisk from the night. Looking around, they could see that many groups of people were continuing to file out of buildings, with some heading to the parking lots while others simply stood around talking in confusion.

"Zo!" Diana suddenly exited from a nearby crowd and ran towards them. "I was worried I'd missed you! Didn't you see my texts?" Diana wore an expression of both annoyance and worry.

"Sorry, Di... you know I keep my phone on silent during class." Zoey said sheepishly, now glancing at the phone in her pocket, which indeed indicated several missed messages. The two girls began to chat as Sarah looked around to take stock of the surroundings, hoping to see other faculty members successfully finding ways to take control of the situation.

"Sarah!" A familiar man's voice rang out and Sarah looked over her shoulder to see a figure approaching them.

"Professor Sparhawk!" Zoey exclaimed, noticing him just after Sarah did.

"Eh? You know this guy?" Diana asked incredulously.

"Unlike a certain lazy someone, I do extracurricular work between classes," Zoey declared, clicked her tongue. "Professor Sparhawk is the supervisor for one of them. I'm making connections any way I can!" Zoey crossed her arms proudly.

"Adam! Uh, Adam." Sarah chirped, fighting to hide the girlish excitement in her voice. He was well built with dark brown hair, steel-gray eyes, and just the right amount of stubble on his chin. He had a couple years on Sarah but they had both started teaching here at the same time and she had had a small crush on him ever since. Well... crushes are for giggling schoolgirls, she always thought, and besides, he's a coworker. But her attempts to squash her feelings did little to prevent her thoughts from drifting to him while alone in bed at night. Adam made it over to them and took a few deep breaths.

"Ms. Jones," he nodded at Zoey before turning to Diana. "Ms...?"

"Suzuki. Diana Suzuki," she answered.

"Ah I believe I've seen you around the natural sciences wing. I'm Adam Spawhawk. I teach mechanical engineering, so we don't cross paths much, huh?" He shrugged, "Everyone from my department has already evacuated... I assume you've seen the news?"

"Yeah, we were just watching... whatever that was down on the beach." Sarah looked up at him, finding some extra mental stability with another adult near.

"I've been following the news on the radio," Adam replied grimly, holding up a small handheld device. "The National Guard has been called. It sounds like these freakish things have been popping up all over the world!"

"Oh my god..." Sarah shook her head in disbelief.

"This can't be real..." Zoey moaned. She clutched her arms to stop them from shaking.

"Does this mean exams are going to be delayed?" Diana quipped in an attempt to lighten the mood. It didn't do much.

"I'm glad you are calm enough for jokes, Ms. Suzuki," said Adam, turning to the nervously smiling Diana. "But right now we need to-"

He was cut off by the sudden blaring of the earthquake alarms coming to life across the city. The familiar, yet jarring test-tones echoed through the campus courtyard. A robotic male voice followed in monotone:

"The following message is transmitted at the request of the California Emergency Management. At 8AM Pacific daylight time, a large number of unidentified organisms entered into several beachside metropolitan areas. At this time, all residents of the state of California are strongly advised to seek shelter indoors, avoid windows, and lock any entrances. Tune into local news broadcasts as updates are made available." The test tone played again and the message started to repeat.

Chaos. Everyone in the courtyard started running towards the campus doors to get back inside. People were shoved out of the way and nearly trampled, bags were thrown to the ground, and the panicked yells were almost as loud as the alarms.

"Let's go!" Zoey yelled to the small group, her eyes suddenly sharp and focused. As she turned to sprint towards the door that she and Sarah had recently exited from, Adam grabbed her arm.

"Wait. This isn't the place to be," he said in a calm voice. "Come on, I know a better spot!" He began to jog towards the street while beckoning the rest of the group.

"Where are we going?" Sarah huffed as she ran to catch up. She was glad she had opted to forgo wearing heels today, despite it not being a lab session. Zoey and Diana easily kept pace alongside her as all four of them hit the sidewalk.

"Well, you know how they say a doomsday prepper is crazy every day except one?" Adam yelled over his shoulder. He was met with mixed reactions.

"N-not really..."

"I don't think I've heard that exact line before..."

"Hmm... yeah, maybe something similar I guess...?" The women glanced at each other with confused faces.

"It was a rhetorical question!" Adam turned up the street and the other three followed. "My engineering hobby kinda led me to make an underground survival bunker. Don't judge me! It was for a youtube video. But while I was at it, I thought, 'hey - let's get this thing working for real!'" Adam's voice showed signs of embarrassment but he kept his head high as he ran.

"Are you serious!?" Sarah asked in a loud voice, having slightly fallen behind the younger, more athletic girls. "We should just go back!"

"Did you see the madhouse in there? Besides, we all saw those things. There's no way we want to be grouped up in a public space like that!"

"You... have a point... but isn't this a little..."

"I'm not a crazy killer or anything, Sarah. I'm just an engineer. Please, you can trust me! My house is only a block away!"

Sarah felt nervous about going to the house of a man whom she barely knew outside of work, but she wasn't alone. She certainly didn't think Adam was a sketchy guy - she was attracted to him, after all. Still, she couldn't help but think of awful scenarios.

Her head became clouded with thoughts of her and the girls being forcefully stripped naked by his strong hands and tied up with their legs spread lewdly open. Adam's appreciative eyes gliding over their exposed bodies before having his way with them while the world outside burned.

Sarah shook her head and felt a small spot of moisture between her legs as gentle warmth crept into her abdomen. She was certainly not into the idea of being raped, but it had been a while since she'd been with a man, so even small, dark erotic thoughts got her worked up these days. She swallowed and found her resolve.

"Girls, I say we go for it. what do you think?" Sarah asked.

"I think that's the safest bet for now..." Zoey replied, seemingly quite levelheaded.

"I'll go where you go! It's not like I have any better ideas." Diana agreed.

"We're close; it's this way!" Adam continued to lead, pushing past several other people running up and down the sidewalk.

They turned the corner at the end of the block and got a glimpse of the distant city skyline. Pillars of black smoke rose up in several spots and more of those strange balloon-like beings could be spotted, rising up alongside the tall buildings.

A loud smashing sound made Sarah jerk her head back over her shoulder to see one such creature suddenly attacking the college campus behind them. A woman attempting to open her car door several hundred feet away from them suddenly got hoisted into the air screaming.

"F-fuck! Where did that come from!?" Diana gasped.

"Ah... ah... w-we were just there a moment ago!" Zoey looked to be on the verge of tears, her iron-willed sports persona suddenly melting away.

"Hurry! We're here! get in! Get in!" Adam sprinted into the front lawn of a nearby house and began to frantically fumble with the lock on a small wooden shed.

"Shit, shit! This is it?? Adam, oh my god they're coming!" Sarah stammered behind the shaking man, watching yet another tentacled monstrosity crest the nearby houses. "Get us inside NOW!"

"Dammit I'm trying! I made this lock tricky on purpose in order to impress the audience, okay!? Fuck me! I'm so fucking dumb! Graah!" With a final holler, he suddenly burst through the door and into the shed. The women all crowded into the small space and hastily closed the door behind them. Though it looked like wood, it was clearly some sort of painted steel.

"Give me a little space, please!" Adam yelled, his frustration and fear taking him over. "Back up!" He pushed aside a rug on the floor and tossed it beside a rack of gardening tools. Underneath was a hatch, which he was already prying open to reveal a ladder leading into the earth. He held the door open, some color returning to his face as he began to calm down.

"Ladies first," he said, trying to hide how shaky his voice was. He flicked a switch on the wall and the tunnel downwards became illuminated in a dim red light. They didn't have to be asked twice, especially with the sounds of screams and an unearthly groaning from above getting closer by the second.

They each practically slid down the ladder, with Adam going last. He firmly secured the hatch behind him, leaving them all in the eerie red glow of the bunker. The layers of earth above them shut out the terrifying sounds and for the first time that morning, silence surrounded the group.

"Come on." Adam took the lead again and squeezed past the ladies through the narrow passage. He pressed a button and suddenly more lights came on as a generator loudly whirred to life.

They moved to the end of the hall and stared around, mouths agape. It was what could only be described as a man-cave. A small bar with drinks, a beaten up old couch in front of a large television with gaming consoles, a sword mounted on the wall, and the like, all surrounded by merrily blinking Christmas lights that lined the ceiling.

"I, uh, know it's not much to look at..." Adam said, scratching his stubble and looking down. It was hard to tell if he was blushing or if it was just the red lighting from the hall behind them. "But make yourselves at home. I need to go start up a few other things. Feel free to look around! Bathroom's that way." He pointed at a doorway connected to the hall. They noticed a few other doors as well. "I've got food storage, a small kitchen, some bedrooms, and a communications slash monitoring room as well. Just don't touch anything in there please."

"A-Adam... this is..." Sarah started to speak.

"Childish... right?" He replied nervously, his back still turned to them..

"AWESOME!" Yelled Diane, who ran into the room and began to touch everything, "It's like the Bat Cave!" She pulled the sword off the wall and gave it a few mock swings. Adam turned around with a look of surprise and bemusement on his face, clearly happy that his geeky hobby was receiving such praise.

"Is that right? Well I'm glad hahaha!" he beamed, beginning to flip some more switches and plug a few things in. The gentle hum of machinery started to reverberate through the air.

"Um, Professor Sparhawk..." Zoey nervously asked. She was looking at her phone with disappointment. "You mentioned a communications room... would I be able to use that to call my family? My phone doesn't get signal down here."

"Oh... oh god of course! You all must be super worried! I'll be right over to set you up. I have a signal booster somewhere in there." Adam finished what he was working on and brought them over to a side room that had several monitors and speakers set up with complicated-looking interfaces. "I ought to call mine too and let them know I'm safe."

"Your, um, family isn't in your house?" Sarah asked sheepishly.

"What? Oh, no, it's just me. My parents live out in Boston." Adam replied absentmindedly as he began to turn on some of the devices.

"Oh, good." Sarah sighed.

"Good?"

"Ah, yeah, that they aren't wrapped up in all of this!

"Mm. Well, we can only hope. Last I heard, the sky jellyfish were being seen all over the place. Ah, here we go." A radio suddenly crackled to life and the group listened in.

"-that's why the military can't do anything! Because of all the human hostages in these things! Not that firearms have been effective anyway but we need to be thinking of other solutions. Ground teams lost contact with Air Force One a little while ago, and government response has been all over the place. We need to call it as it is, people: aliens! It's aliens like from the movies! We need to rise up and-" The broadcast continued like this for a while. Adam cycled through several channels only to hear the same things, ranging from fear mongering to solemn prayer. He sighed.

"Here, plug this into your phone's charge port." He handed Zoey a cable. "I only have one, so we'll have to take turns."

"Thanks..." She gently took the cable and connected it to her phone. "It seems to be working; I have a signal!" She quickly pressed a few buttons on her screen and held the phone up to her ear under her disheveled golden hair. "C'mon, c'mon pick up Stevie... pick up...!" She muttered under her breath. The ringtone suddenly stopped and her eyes widened.

"Stevie? Stevie is that you!? Are you alright!? How are mom and dad?" Zoey's tongue was practically tying itself into a knot in an attempt to ask as many questions as possible in a single breath. "Wh...what...? Gone...? Where are you right now? Oh my god... s-stay there... I'm gonna get you help! Wait! Wait Steven, don't-!"

She jerked up out of her seat and yanked the cable from her phone. "My parents are gone!" She cried. "M-my brother, Steven, is hiding in his closet but there was a loud noise and he suddenly hung up on me! W-we have to go save him! I-I don't know what I'll do if... if..." Zoey's blue eyes became reddened with tears as she desperately looked back and forth at the group members.

"Slow down, Zoey..." Sarah gently put her hand on the terrified girl's shoulder. "We can leave rescue missions to the professionals. I'm sure that any minute now we will get news of rescue works evacuating citizens..." She looked hopefully over Zoey's shoulder at Adam, who was listening in on the radio with an earpiece. He glanced at her and slowly shook his head with a grim expression.

"Besides, how would we even get there? I'm sure everything will be okay." Sarah had found that one trick to being an effective teacher was faking confidence.

"Y-you don't know that! We have to go help him NOW!" Zoey cried out. Diana nervously shuffled in place and cleared her throat.

"Well, her house isn't too far away... I'd say it's probably a ten-minute stroll from here. Part of the reason why her parents offered to pay for her to go to USC was so that she could be close to home. Helicopter parents and all..."

"O-oh... did I not mention that...?" Zoey stammered, clearly flustered. "Yeah, I live close by; we could do it! Di agrees with me!" She sniffed, lifting her glasses in order to dry her eyes on her sleeve.

"Umm... well, I nev-never really sa-" Diana stuttered.

"Diana, please!" Zoey pleaded.

"Did you somehow miss the giant aliens flying all over the city on the way here?" Adam snapped, spinning in his chair. "Zoey, I take it you're a smart girl. How exactly do you plan to get there and back without being grabbed by one of those things?" He looked at her incredulously. "Not just that, but this bunker was only designed to support four people at MAX. Adding a fifth would put dramatic pressure on our resources."

Zoey stared at him with sad puppy dog eyes and a quivering lip. She stood there practically swimming in her oversized hoodie, looking absolutely pitiful with her tear streaked cheeks and messy hair.

"Dammit..." Adam swore under his breath. "Fine! Fine. We'll figure this out." He pulled a map out of a drawer and spread it on desk. "Show us exactly where your house is."

***

Ten minutes later, Sarah, Zoey, and Diana furtively creaked the shed door open and peeked out into the surrounding neighborhood. Truth be told, they didn't have much in the way of a plan other than "don't get caught".

Adam had been adamant about staying behind because if he got captured, they wouldn't be able to operate the shelter. He also asked them for the contact info of their families so he could try and get in touch with them in the meantime. Sarah suspected he was just trying to save his own skin while staying snug and warm in the bunker. It was... understandable, but her impression of him dropped slightly. He didn't leave them completely without aid, though.

Sarah gripped the single-shot flare gun he had given her. This was a bit of a last resort as it wouldn't really do much damage to anything and it would also have the minor inconvenience of alerting any and all nearby living beings to their exact location. Great if rescue workers were in the vicinity but not so great if the "sky jellyfish", as Adam called them, were watching. Do they even see? How do their sensory organs work? Sarah was still fascinated by their anatomy. If she could just write a detailed thesis paper on them, her tenure would be secured for sure... not that such things mattered much any more.

"Come on, girls, the coast is clear." Sarah eased the door open and gingerly stepped outside, looking around the area. The other two shuffled out behind her, huddling close. They started making their way down the road, keeping to the side and ducking between shrubs and parked cars as they went.

"Hey, I don't see any more of those creepy coleoids floating around," Diana whispered. "Knock on wood, though, right?"

Sarah and Zoey blinked at her.

"What?" Diana stared back at them in confusion.

"'Coleoids'!?" Zoey exclaimed. "Since when do you use big words like that?"

"I guess you paid more attention in my classes than I gave you credit for." Sarah said approvingly.

"See? I know things," Diana proudly declared, smirking at the look on both of their faces and sticking out her modest chest. Now that Diana mentioned it, Sarah glanced around the skies and didn't see any sign of the large sky jellies.

"Okay then, do you know why we still hear screaming and stuff despite those 'coleoids' not being here anymore?" Zoey retorted, continuing to scan the area as they swiftly but carefully moved down the street. Sarah heard them too. Sounds of panic were still erupting sporadically around the area, though the nearby streets and skies were empty. No aliens or humans in sight. The hairs on the back of her neck stood on end.

"Yeah... that's... odd." Sarah nervously agreed. Suddenly, she grabbed the girls and yanked them behind a parked van. "Shhhh! Get down!" She wildly covered their mouths while stifling her own breathing. The flustered girls pulled Sarah's hands away and looked around with panicked faces.

"Wha-?" Diana gasped as her eyes went wide. Through the windows of the van she could make out... something... lumbering along at the next intersection. Curiosity got the best of them and they all slowly peeked out at the thing. Zoey covered her own mouth this time and Diana fell backwards onto her butt in shock. Only Sarah had steeled herself to get a good look, having already glanced it before.

The thing was humanoid in appearance, but seemingly made up of countless fleshy tentacles the width of an arm. Nearly eight feet tall, It took deliberate, plodding steps that made very little noise despite its size.

What was most alarming, however, was what was inside its chest. A completely nude woman was embedded into its body as if being absorbed into a giant suit of tentacles. Her arms and legs were completely enclosed within the writhing mass. Her head was mostly covered as well, save for her mouth, which was filled with a pulsating tentacle that slowly worked its way in and out from between her lips. The rest of her body was completely exposed and several thin tendrils caressed her entrapped form all over.

Her DD breasts jiggled madly with each step it took, but were largely held in place by a pair of tentacles that were wrapped around the base of each tit, holding them taut and squeezing rhythmically. Two other transparent tentacles were busy aggressively suckling at her hard pink nipples that were clearly releasing copious amounts of milk. Small tendrils inside the sucking tentacles teased the hard nubs, swirling around each nipple with devilish speed. The milk was carried up through the tentacles and into the back of the "suit" out of sight. Sarah couldn't tear her eyes off of it, but they did start to wander down the woman's stomach and stopped on her sex.

The poor woman's pussy was completely stuffed with three tentacles, frantically pumping in and out of the dripping hole at alternate speeds. Her love juices were sent splashing all over the street below as the thrashing rods mercilessly pounded her.

Two smaller feelers had grown out of the tentacles surrounding her hips and were caressing her swollen clit with impressive teamwork as one kept her clitoral hood peeled back while the other danced over her helplessly exposed love button. The slightly blurred appearance gave the impression that it was vibrating at high speeds as it pressed into her.

It was hard to tell from her vantage point, but Sarah also thought she saw yet another tentacle ravaging the woman's behind, but with so many tentacles thrusting and writhing, it was hard to be sure.

Suddenly, the woman began to spasm and jerk against her bonds, weakly bucking her hips forward and letting out a muffled scream into the tentacle throat fucking her. The screams quickly devolved into moans. Her legs shook and a torrent of juices suddenly gushed from her abused cunt, coating the tentacles to make them even more slick as they continued to piston into her unabated.

Some of the liquid fell to the ground below, but most of it was caught in a bowl-shaped appendage positioned below her crotch and was quickly absorbed into the surrounding tentacles like a sponge. Sarah couldn't even imagine just how intense of an orgasm that must have been. She sometimes saw spots just from her own small vibrator, so she shuddered in both fear and arousal watching the tormented woman.

After the woman began to calm down a bit, the human-alien monstrosity started to move as if to look around and scan the area. It stretched out a tentacled arm the size of a log and the woman's fused arm moved in tandem. It wasn't clear if she was controlling the "suit" or vice-versa.

Several smaller tentacles snaked out of the arm and began to weave around the nearby cars as if looking for prey. A sudden sharp intake of breath made Sarah turn around to see Zoey and Diana both staring wide-eyed at the side of the van, where the tip of one of the questing tentacles was slithering into view. It poked and prodded along the ground as it crept closer to their hiding spot.

Sarah urgently gestured for them to turn back down the way they had come, but as they pivoted to make their escape, Diana silently mouthed, "Oh fuck" as they saw another one of the hybrid creatures investigating a yard behind them.

This time, however, it was not a woman trapped inside the tentacles but a man. He was absorbed into the flesh in the same manner as the other captive and looked a little bit younger judging by his build - possibly a student from the college.

He drooled and groaned loudly as the tentacle filling his mouth seemed to intermittently pump orange goo into his throat, gushing out the side of his filled cheeks. Small tendrils playfully danced across his nipples, stroking them in an apparent attempt to draw milk from them. They were having much better luck milking the appendage between his restrained legs.

As the creature turned, the girls all stared as the man's bulging balls swayed in the air and hit the side of the tentacle legs with a meaty smack. Sarah had seen plenty of testicles in her time, but these seemed notably larger than those in her memories. A small tentacle lurched out and wrapped itself around the base of his sack, squeezing his balls tight against the skin.

Another tentacle wound its way up his leg and the tip opened up like a flower to reveal countless small phalanges. It gently cupped around his straining balls and began to squeeze them while tickling at the tight sack. The renewed muted moans and cries of the man indicated that they knew exactly what they were doing.

Sarah saw Zoey blush madly and turn away, looking down at the ground, taking off her glasses as if to clean them. Diana, however, was unabashedly staring at the man's crotch - and for good reason, as Sarah internally agreed that it was quite the show.

The man's cock was fully erect and visible inside the translucent tentacle that engulfed the shaft. The outside of the tentacle pulsated and squeezed in rhythmic motions while an inner sleeve was rapidly stroking all six inches of his member.

Though the inside of the tentacle was filled with various juices, Sarah could still make out what looked like a series of spinning brush-like tendrils, aggressively polishing the sensitive tip of his penis. The man began to thrash his hips but quickly stopped as the tentacles' grip on his balls tightened. He thrashed wildly as white cum suddenly pumped out of his cock and was hungrily swallowed up by the tentacle milking him.

The semen was seemingly deposited into a bulbous, transparent sac on the "head" of the creature. It sloshed as it moved, already containing nearly a gallon of spunk. Though the man had just spent his load, the insatiable tentacles didn't let up for even a moment - in fact they almost seemed to start working even faster as if newly incensed.

Sarah had been told by some ex-boyfriends how intense post-orgasm stimulation could be. She had been curious at the time, but now, watching the man writhe and holler between pleasure and pain, she only felt pity.

Despite the inhuman horrors occurring around her, however, she could feel wetness begin to pool in her panties while her heartbeat quickened. She couldn't believe she was aroused by this! But she wasn't the only one. Diana, with her eyes still locked onto the man, was idly rubbing at the crotch of her yoga pants as if entranced. A dark stain was clearly beginning to seep around her fingers.

"What are we going to do?" Zoey whispered into Sarah's ear, making her jump in surprise as she was snapped away from her lewd thoughts. Doing so, however, caused her to audibly bump her head against the underside of the van's side view mirror, making her gasp in pain and clutch at her head. Immediately, the nearby tentacle, which had been slowly creeping past them, whipped around to face them.

The two girls clung to Sarah's sides as she attempted to ready the flare gun. This seemed like the time to use it, but the pain in her head made it hard for her to focus, and her hands shook from fear. It didn't seem as though the tentacle had confirmed their presence quite yet, despite being pointed in their direction, so she was determined to wait until the last possible moment before burning their only trump card.

The tentacle slithered within two feet of Zoey, forcing her to lift her arm out of the way as it felt around the area. She clenched her eyes as Sarah prepared to fire point-blank, when suddenly, a car loudly sped by them going at least 70 MPH. It hit the tentacle in the road like a speed bump, sending the appendage comedically tumbling away from Zoey.

The driver lost control of the vehicle for a moment due to the impact and swerved to avoid hitting the woman-hybrid. It barely missed her, skidding on two wheels, before slamming back down and picking up speed to continue down the road. The creature apparently had other plans for the vehicle.

As it drove away, her arm that wasn't currently split into the many exploring tentacles rocketed out towards the fleeing car, stretching out incredibly far and easily latching onto the side of it. Huge tentacles burst from the thick arm and wrapped around the vehicle, easily lifting it into the air as the tires whirred in an attempt to gain traction.

Screams were heard from within and more tentacles smashed through the car windows, roughly extracting a struggling young couple. Their efforts to free themselves didn't last long. Still high in the air, more tentacles split off of the main arm and wrapped around their limbs, splaying both the man and woman out into spread eagle positions. It looked like the man was about to say something to his partner but a thick tentacle suddenly stuffed itself into his open mouth before he could get a word out.

The woman cried out in terror, and another tentacle took that opportunity to force its way into her throat. Both of their cheeks suddenly ballooned and they made gurgling choking sounds as orange slime gushed out of the tentacles and into their stomachs. In no time at all, their faces reddened and their eyes seemed glazed over. A tent could be seen in the man's gray sweatpants and something started dripping down the woman's legs.

Could these creatures possess some sort of powerful aphrodisiac? Sarah wondered. She often scoffed at the giggling questions asked by her students about such substances, always assuring them that aphrodisiacs like what they see on internet porn ads simply don't exist. But now she wasn't so sure.

The tentacles continued their work on the captive couple as several smaller tendrils branched out and began to explore over and under their clothes. The tentacles squirmed under the man's tight shirt and violently burst it into tatters, revealing a toned, hairless chest. The tendrils were having a harder time of it with his stretchy sweatpants, so they simply wrapped around the elastic waistband and yanked them down where they hung between his bound legs. Small tentacles lashed out at the fabric, the tips of which vibrated at incredible speeds. They brushed against the sweatpants and cut through them like butter as they fell onto the street.

Several tentacles had already slithered up the legs of his gray boxer briefs and were clearly playing with the bulge within. Like with his shirt before, the tentacles suddenly flexed and caused the underwear to explode off, revealing his impressive eight-inch erection that was already being relentlessly masturbated by the slippery tentacles.

His legs were pried even further apart, giving easy access to his puckered starfish, which a thick appendage eagerly filled, pumping back and forth while oozing slime to further lube his tight hole. He came in seconds. His hot cum erupted from his twitching cock and flew through the air, splattering onto the face of his partner positioned below him.

She wasn't getting it any less. She only wore a green sundress and the tentacles made short work of it. They ripped it from her body with a violent tug, revealing a cotton-white bra that cupped firm, C-cup breasts. She wore matching white panties with a little pink bow on the front, which were already completely soaked from her gushing womanhood. The outline of her mound was clearly visible against the wet fabric and it became completely visible as the tentacles ripped the thin garment from her crotch.

The appendages spread her legs out as far as they could go, making her smoothly shaved pussy gape obscenely. The morning sun glistened off of her moist inner lips. More tentacles didn't waste much time filling both her holes, covered in thick mucus that made it easy to invade her most intimate places. A small portion of the tentacle plowing her cunt broke away and started to flick at her exposed, stiff clitoris, causing the woman to moan even louder.

As her sex and ass got worked over, two small tentacles found their ways to her bra cups, grasping the fabric on either side and then yanking away, causing the garment to rip clean in half. Her plump, juicy tits burst into full view and began to bounce up and down in time to the thick rods slamming into her from below. Her cherry red nipples immediately got even harder than they already were as the cool autumn air hit them.

The tendrils that had just removed her last bastion of dignity now wrapped around each nipple. They alternated pulling and pushing on the tender flesh, making her boobs stretch and squish with each motion. Her eyes rolled back into her head as she spasmed in orgasmic bliss, her juices endlessly splashing into pools on the ground.

Sarah and the girls watched breathlessly as the couple was stripped and molested by the tentacles. However, the still throbbing pain in her head helped Sarah to return to her senses. She realized that the female alien monster that had been blocking their path ahead now had its attention focused on the two helpless captives. This was their only chance.

"Go go go!" Sarah whispered while grabbing the arms of the girls. They stumbled out into the street behind the distracted creature and ducked behind the cars on the other side of the road. They swiftly maneuvered forward and away from the terrifying events behind them to gain as much distance as possible. Sarah, however, couldn't resist taking a glance back. For science. She only got a brief look, but she could see the two cumming humans being slowly sucked into the bulging tentacle arm and out of sight. Only the man's dick and the woman's tits were now visible, peeking out from between the pulsating tentacles while still being sucked and teased. Sarah gulped thinking about how close they had come to likely sharing that fate.

They carefully made their way up the street, dodging a few more of the hybrid creatures by slipping through yards and behind fences. No one spoke a word. They were too occupied with mentally replaying the impossible images they had just witnessed. Until finally,

"This is it," Zoey croaked, looking up at the fancy house next to them. The small mansion would have been gorgeous if not for the gaping hole in the side. The shattered timbers and pipes hung loosely and debris littered the grass. The group stepped over the destroyed poles of an iron fence and moved to hide behind a garden shed. "D-do you think it's safe to call him...?" Zoey asked the others. Diana and Sarah looked around opposite sides of the neighborhood. Everything seemed clear.

"Do it," Sarah nodded. "But be quick. We don't know when more of those things might show up."

"I'll keep a look out over here," Diana whispered, slinking to the other side of the yard where she hunkered behind a precisely-trimmed shrub. This gave her visuals on Sarah's blind spots. Sarah regretted having mentally labeled the girl as somewhat of a lost cause before all this started. It was clear that she had wits and a calm mind when needed. If only she had applied those to her studies. Sarah sighed as she watched Zoey call her brother again. He picked up quickly.

"Z-Zo?" Sarah could hear a guy's voice coming through the phone. "What are you doing? Didn't I tell you not to contact me until we were sure it was safe? Those things that took mom and dad could still be out there!"

"Yeah, well, we're here outside and it sure looks safe enough to me," said Zoey, rolling her eyes.

"What do you mean, 'here'!? Don't tell me you put yourself in danger to -" A face suddenly appeared at one of the upstairs windows and looked down at them. "What were you thinking!?" He chastised. "And who are you with!? Is that Diana? God, Zo, you need to think before you act one of these days!"

"Shut up!" She spat back. "Get your butt down here! Now isn't the time for one of your little power trips! We need to get back to the shelter!"

"Shelter? What are you talking about?"

"I'll explain on the way, just hurry up!" Zoey did little to hide the annoyance in her voice. Seemingly shaken by the tone of his usually timid sister, Steven relented.

"Y-yeah. Of course! I'll be right there. Just let me grab a few things."

"Things? Stevie we don't have time for... aaaand he hung up," Zoey grunted in frustration. "I really don't know how to handle him sometimes. God, it makes you wonder which of us is really the older sibling." Sarah wasn't too sure what she meant by this, having assumed that "Stevie" was a younger brother seeing as he still lived at home. A few minutes later though, the front door slowly swung open to reveal the truth.

Zoey's brother came out of the house, ducking down while slinging a stuffed backpack over his shoulder and carrying a large, black rectangular case at his side. He was clearly at least several years older than Zoey, with a slightly patchy attempt at a beard and dark bags under his eyes. He wore bleached-white skinny jeans and a zipped hoodie sporting some logo that Sarah wasn't familiar with.

Despite his tired appearance, he wasn't unattractive. He shared Zoey's golden blonde hair - done up into a style popular with the boys these days - along with her striking blue eyes. His body was lean and his face was well-cut, giving him a somewhat nerdy, yet cute appearance. Dang some people have all the luck, Sarah complained in her head. Born into money and good genes. She was pretty confident in her own appearance, but she spent a lot of her free time working out to maintain that figure.

"You brought that with you!?" Zoey said in an exasperated voice as she gestured at the unmarked case her brother carried. "What are you thinking!?"

"I'm thinking it's always best to be prepared with several options," he replied, matter-of-factly. "Stop griping and let's go. You were the one who was telling me to hustle. Anyway, who's this hot babe?" He said, glancing over at Sarah who was still crouched next to Zoey. She was taken aback at the straightforwardness of his words and dumbly watched as Zoey smacked him over the head. "Ow! What was that for!?"

"This WOMAN is professor Cassidy. She happens to be my favorite professor from school, dickhead. So show her some respect!" Zoey angrily growled, raising her hand as if threatening to slap him again. Sarah continued to be nonplussed. She was shocked to hear Zoey use that sort of language and also touched to learn that she was her favorite teacher. She cleared her throat and held out a hand to him.

"No worries," she smiled at Steven. "I know we're going through quite a bit of stress right now, so emotions can run a tad high." He meekly took her hand and shook it.

"Steven," he said. "A pleasure. Hopefully this young one hasn't been causing too much trouble in your class." Zoey rolled her eyes yet again.

"We can save the detailed introductions for when we are safely back in the bunker." Sarah replied, getting to her feet.

"Oh yeah, you mentioned something about that. A bunker, huh?" Steven scratched his disorderly whiskers. "Who would have thought someone around here would have something like that? Especially a lady like you."

"Uh, no, it's not mine," Sarah corrected him. "It was made by another professor at the university."

"Cool," he nodded approvingly. "Can't wait to see it. Let's get a move on, then!"

"Yeah, yeah, just quiet down, would you?" Zoey hissed at him. "There are... things out here that we don't want finding us."

"Y-you mean things like that!?" He stammered, falling over onto his rear and pointing over the shed behind the two women.

"Eh...?" Sarah began to turn around and saw Diana sprinting towards them from across the yard.

"Run run run! It knows you're there! Go!" She waved her arms as she ran towards them. "I tried to warn you quietly but you didn't notice! Fuck!"

As realization struck, Sarah and Zoey dove away from the shed just as a large pillar of tentacles smashed it to pieces, sending Steven tumbling backwards. Over the top of the shrubs surrounding the yard, the same female-hybrid from earlier could be seen extending its disgusting arm towards them.

This time, it appeared that the two people it had captured had also been assimilated into the humanoid form, as the naked bodies of the couple were now squeezed in next to the original woman and being milked and fucked in the same manner. All three of them moaned and jerked in place, pressing their slippery nude bodies together as they shared countless orgasms.

The creature seemed larger than before and had formed additional arms, as if growing more powerful. In addition, it now sported a couple of those clear sacs on its back, which were quickly being filled with a whitish fluid that lazily dripped down into it from attached tentacles. Sarah had a couple guesses as to what that fluid was.

The man was positioned between the two women, having his ass sloppily stuffed. His twitching erection almost constantly ejaculated, causing his member to wave around in the air and cover the ample, jiggling titties of the women next to him. Tongues-shaped appendages quickly licked the coated breasts to absorb the seed.

Sarah had no idea how he was managing to produce such levels of seminal fluid. It went against everything she knew about human anatomy; but now was not the time to ponder biological mysteries.

Steven tried to stand up but his heavy backpack caused him to lose balance and precious seconds. One of the tentacles shot out and wrapped around his ankle, dragging him kicking and yelling up into the air. He started trying to beat at it with the case in his hand, but it was too awkward and eventually it slipped from his grasp.

"STEVEN!" Zoey shouted, shakily getting to her feet. She sprinted towards her flailing brother.

"Zoey, NO!" Sarah tried to grab her arm to stop her but missed. She wasn't sure what Zoey's plan was, or if she even had one, but it obviously didn't work regardless and another tentacle swept in and grabbed her by the waist. She was quickly hoisted up next to her brother, causing her glasses to go flying off her face and land on the grass next to Sarah.

The familiar tendrils began to split off from the main tentacle arm and wind their way towards the struggling siblings. Sarah knew what would happen next and that there was no time to think. Just as a slimy tentacle was starting to slither down the front of Zoey's loose hoodie, she shouted, "CLOSE YOUR EYES!" And fired the flare gun directly at the thick tentacle arm with a loud "BANG"! She had considered firing at the main body, but it was too far to get a clear shot and she worried about hitting the exposed skin of the drooling captives.

She wasn't sure what she expected to happen, but certainly not what did. The flare hit the side of the tentacle appendage with little fanfare, simply getting absorbed into the pulsating mass without causing any apparent harm. But then the flare's secondary stage went off. A sparkling explosion of bright red light suddenly ripped through the fleshy tentacles as they fell away from the impact site. They didn't just burn; they disintegrated as they hit the ground.

Sarah saw spots and squinted at the spectacle as the still-burning flare dropped out of what was left of the arm. The structural integrity of the appendage had been severely compromised and it broke off from the main body. The siblings fell down on top of the writhing pile of displaced tentacles below them, which now seemed more focused on getting away from the blinding light than recapturing their prey.

"We need to get out of here!" Diana stated the obvious as she ran to help the two of them up, getting some goo on herself in the process. Zoey gratefully took her hand and wiped the slime from her body as she stumbled over the fleeing tentacles, Steven and Diana close behind.

Sarah started to run after them, rubbing her singed eyes, which reminded her of something. She looked down and saw Zoey's lost glasses nearby, so she scooped them up as she passed over them. It was critical that all members of the group be able to keep watch for danger, so the seconds spent gathering up the glasses were worth it.

She caught up with the rest of them and wordlessly tapped Zoey's arm as they ran. Zoey turned to look at her with strained eyes and gratefully took the glasses presented to her. She slipped them on without missing a beat.

"Th-thanks!" She gasped. "For this... and for back there..."

"Of course! Now, less talking, more running," Sarah replied, picking up the pace a little. Looking back, she saw that the flare had died out and the tentacles were starting to reform the missing arm. The creature was "looking" in their direction. It already seemed to be making four new spaces next to the three endlessly-cumming humans already inside of it. Sarah felt her face whiten.

"More of them over there! Faster! Faster!" Diana yelled, gesturing towards a side street where several more of the creatures were slowly but surely ambling in their direction. They ran as fast as they could back the way they came, but Steven lagged behind quite a bit due to the weight of whatever it was he was carrying. Sarah noticed he had that big case with him again. Apparently it was important enough to have grabbed it out of the pile of burning tentacles before escaping.

Though there were almost a dozen of the hybrid creatures around, they were slow. Some of them attempted to reach out their long tentacled arms to grab at the group, but each time they were just barely out of range. It was only a matter of time, however, as the fleeing humans' stamina wouldn't last forever. True, things weren't looking so good; but they were now only one block away from Adam's house.

"We're leading them right back to the shelter!" Zoey yelled. "We need to lose them!"

"I don't know about that...!" Sarah called up to her. "It seems like these things might only be attracted to noise! It's a gamble, but as long as we can get there and be quiet, we might be fine!" Sarah was 100% not sure about this. But she wasn't confident that she could run much longer in order to shake their pursuers. Even though she was pretty fit, sprinting for nearly five minutes straight was more than she could handle.

Her lungs burned in her chest and the stitch in her side stabbed into her like a hot knife. Her feet pounded painfully against the pavement, sending shocks up into her thighs that felt like they were turning to jelly. She relied entirely on her muscle memory for running, for if she thought about her own coordination for even a moment, she was sure that she would stumble and fall over her numb legs.

The others didn't look much better off either, especially Steven, who was gasping and sweating profusely as he lagged even further behind the group. The grasping tentacles were only a few feet behind him now.

"Steven! Just drop it! You're not going to make it like that, you idiot!" Zoey yelled back at her struggling brother. He didn't even have the breath to respond. With a defeated look on his face, he shrugged the backpack off but kept a hold on the bulky case.

"I'm not..." he huffed. "Leaving my baby behind!" He cried. Be it either the reduced weight or a fire being lit inside him, his pace quickened and he began to close the distance with the rest of the group. The continued to run and turned down the next block.

"Get ready to hide!" Sarah wheezed, having noticed that they had put some good distance between themselves and the pursuing creatures. "There!" She gestured to the others and they all followed her off of the street and into the yard opposite Adam's, taking cover in a child's playhouse. They had to squeeze in and hunker over in order to fit.

"Shhh... shhh" She held her finger up to her mouth to quiet the group. Everyone did their best to remain as still and silent as possible, but their heavy breathing, rapidly beating hearts, and pumping adrenaline made it extremely difficult. Sarah hugged her legs close to her chest to stop them from shaking. They all looked just as scared, exhausted, and generally miserable.

After a couple of minutes, the mushy sounds of large tentacled footsteps could be heard outside on the street, with the gagged moans of the captives getting closer with each one. Sarah peeked out a small window in the playhouse and saw a sliver of one of the creatures that was passing by. This one had two men inside of it and both had cocks that were now inhumanly large - almost a foot and a half long and three inches thick. Both of them had their knees drawn up to their shoulders, fully exposing their huge, bulging genitals.

One of the men was upside down and positioned directly below his partner in a way that pressed their engorged manhoods together. A single, large tentacle was busy stroking them both at the same time. The large cocks rubbed and swirled around each other inside the translucent appendage and they both came at the same time. They shot out an impossible amount of man juice, coating each other's tortured glans and gushing out onto their gently kissing swollen balls.

It took Sarah a second to register that the tentacle coming out of the bottom man's mouth wasn't seemingly connected to anything, before she realized what must be happening. The tentacle going into the upper man's mouth had passed entirely though his body and pushed its way out through his anus. She could see a pulsating tentacle directly connecting the two men's holes, and came to the conclusion that it was all one tentacle working its way through both men. Judging by how they were still groaning, it didn't seem like they were suffocating somehow, but still, that couldn't be pleasant.

Sarah noticed that the rest of the group was also watching this display out of other openings in the house. Their expressions ranged from Diana's slight fear and arousal to Steven's utter shock and disgust. He opened his mouth as if to say something but Zoey covered his mouth, shaking her head.

They all held their breaths as the creatures crept closer, now only separated by a wooden fence and the flimsy walls of the playhouse. The monstrosities stopped moving and began to gesture around. Sarah spied smaller tentacles beginning to snake away from the creatures' legs and start to probe the area. They didn't seem to be coming their way, however.

"So far so good," Sarah thought. Immediately cursing under her breath for jinxing it.

Sure enough, Zoey suddenly let out a tiny gasp and gestured to the window next to Steven. One of the tentacles was curiously inspecting the four small square holes that made up the window and the "frame". Before it could enter, Steven very slowly lifted his case up to the window, blocking the holes.

After a tense couple of seconds that felt like hours, the tentacle stopped prodding at the blocked window and seemed to lose interest. It slithered off across the grass and back towards the main body, which was starting to move away with the rest of the creatures.

They huddled silently in the cramped playhouse for almost half an hour before Diana whispered,

"Okay... it looks pretty clear." They all peered out of the small windows, trying to take in as much information as they could from the limited vantage point. Diana slowly opened the small door and crawled out onto the lawn. She carefully stood and looked up and down the street while beckoning to the rest of the group. Sarah moved to follow her, keeping an eye out for any tentacles in the grass.

"I don't see them at all!" Diana laughed in relief. "The professor's house is just across the road too! I can't believe we made-" Sarah didn't see what happened; it was so fast. One moment Diana was standing in the yard smiling and the next minute she was gone, only the rustling grass and trees nearby gave any sort of presence away. Sarah blinked in confusion.

"D-Di...?" Zoey stammered, frantically crawling out of the playhouse and looking around for her friend. "Where did she go!?" She began to panic and suddenly they heard a scream from high above them. They all craned their necks up to look into the sky.

The case fell from Steven's hands with a thump. They could clearly make out the retreating form of what looked like a giant dragonfly, composed of the same fleshy tentacles as the other creatures they had encountered today. It had thin, membranous wings that were beating at an incredible speed as it soared through the air. Completely wrapped up in several thick tentacles below its abdomen was a struggling human form. Sarah could still make out several long strands of dark hair, spilling out from between the tentacles and fluttering in the wind.

"DIANAAA!" Zoey shrieked, starting to run after her as if somehow hoping to be able to jump up and save her. Sarah heard distant buzzing behind them and turned to see a cloud of hundreds more of the flying creatures rocketing towards their neighborhood from the city. It was regrettable, but there was really nothing they could do for poor Diana.

"ZOEY WE HAVE TO MOVE" Sarah yelled, yanking the teenager's arm painfully back as she continued to try and run down the street. "More are coming and we can't help anybody if we get caught too! GO! TO THE BUNKER!" Steven saw where she was pointing and started running towards the shed in Adam's yard. He grabbed Zoey's other arm on the way and they both half-carried half-dragged her protesting body towards the door. The buzzing was getting louder and louder as Sarah used her free arm to attempt to open the shed door. It was locked. She tried again, but still it didn't budge.

"ADAM YOU FUCKER!" Sarah screamed. "OPEN THIS DOOR RIGHT NOW!" She desperately banged on the door, looking over her shoulder to see the swarm of creatures starting to fill the sky a few blocks down.

"Open the door... OPEN IT!" Steven shouted in a desperate voice, still holding back his struggling sister.

Just when Sarah was about to clench her eyes closed and cover her face, a mechanical buzzing sound was heard from within the doorframe and the entrance swung open. Without wasting a second, the three of them piled into the shed and slammed the door closed.

Sarah quickly unsealed the ground hatch with shaking arms and practically pushed the siblings down the hole before following after them. She reached up and yanked the hatch shut just as the light filtering in through the shed window darkened. She slid down the ladder, colliding with the other two and they all stood there panting.

The loud sounds of thudding and rending metal could be heard from above and Sarah kept her eyes firmly locked on the hatchway, ready to defend herself in any way possible. But the need never arose. After several seconds, the din became more distant until eventually a nervous silence greeted them. They listened to each other's haggard breaths as Sarah collapsed to the floor on her knees.

"What the hell happened!?" Adam's voice rang into their ears as it echoed down the narrow metal hallway. "Where's Diana!?" He ran over and helped Sarah to her feet.

"G-gone..." Zoey groaned through sobs. "Th-they took her! Some flying abomination took her! And I couldn't do anything!" She broke down into tears and slumped to the floor as Steven eased her down.

"We... we were so focused on the creatures walking around that we forgot they have the capability of flight," Sarah said in a distant voice. "They were... so fast... I-I..." She trailed off. "Why did it take you so long to open the goddamn door!?" She suddenly jerked away from Adam's assisting arms and glared at him accusatorily.

"I-I'm sorry!" He stammered, clearly shaken. "I was away from the monitoring room to go put some more fuel in the generator! I ran to unlock it as soon as I heard you banging away over the loud noise it makes! Oh... oh god... it's because of me that Diana..." He pressed has hand to his brown in distress.

"No, she was taken before that. It's not your fault, man." Steven said, crouched down next to Zoey and gently stroking her head.

"I take it you must be Steven, then?" Adam looked down at him. "I'm Adam. I own the place. You better be thanking your sister for the rest of your life after what she did for you. And what it cost." He growled angrily, but his mood quickly lightened up again. "C'mon, let's get you all inside to rest. Tell me everything that happened, though I might already have a pretty decent idea..."

They all went to go sit in the living room area and Sarah began to explain all the things that had happened to them while rescuing Steven. Adam listened intently as his face fluctuated between shock, fascination, and fear. He brought a blanket and steaming cup of tea out to Zoey who gratefully wrapped herself up to hide her face, leaving the tea untouched. When Sarah finished her story with a defeated sigh, Zoey meekly peeked out from her blanket cocoon and sniffled.

"What's going to happen to her...?" She spoke barely over a whisper. Her cheeks stained with tears. They all helplessly looked at her without answers or false words of comfort until Adam slowly opened his mouth.

"While you were gone, I spent the time surfing through radio channels." He took a breath before he continued. "From the sounds of it, the government is completely shut down and we shouldn't be expecting help any time soon. The assumed alien invaders easily destroyed the first waves of military engagement around the world, so there's little hope for locals to fight against them."

"What are you trying to say, Adam?" Sarah asked, nervously learning forward.

"All I'm saying is that this could be how the world is for a little while..." He shifted in his chair. "There's more. In my monitoring room, I have access to several of the city's municipal security cameras."

"Is that legal?" Asked Steven.

"Does that really matter now?" Adam grunted. "Besides, I was just doing it to prove a point. Anyway, I've... seen a lot of things that match up to your story. It's like something out of those Japanese animes - just tentacles and fucking all over the fucking place." He shook his head.

"All over the place? But we didn't really see much activity out on the streets other than those creatures." Sarah observed.

"Well, here's the thing. It seems like they drag their victims underground. I've been following their activity on the cameras and it's clear that they are going down into the metro tunnels under the city. They've been... terraforming... for lack of a better word. Just spreading this nasty slime stuff all over the damn place and gluing people to the walls down there. It's like hell..." He rubbed his eyes as if trying to scrub them clean of the images they had seen. "There's a slim chance we could use the cameras to try and locate where they are taking Diana, but even then, I'm not sure how we could help." He leaned his head back and sighed.

"I want to try," Sarah murmured. "Maybe if I can observe their behavior, I can begin to get an understanding of their patterns and physiology if nothing else." She stood up with determination in her eyes. "Show me. Steven, keep an eye on Zoey."

"I'm already doing that." He replied, handing his sister the tea, which she took and raised to her lips that were slowly starting to regain their color.

"Well, if you're sure... follow me." Adam got to his feet and lead Sarah back towards the room with all the monitors and machines from before. "Just so you know, I also tried to contact the number you gave me. For your mother? I... I'm sorry, but I didn't get through." He looked down at the floor as they walked. "My family as well. I can only hope they are all safe." He sat down at a terminal beneath several small screens and flipped some switches.

"Yeah... I hope so, too," Sarah wistfully murmured.

They watched as the monitors flickered to life to reveal live footage from all around the city. Most of the scenes were of empty city blocks, with burning cars, rubble, and other signs of combat. A thick, pinkish slime covered the streets and crept up the sides of buildings and cars. Filaments snaked out from the edges of the muck and covered even more surfaces with a webbing of flesh-like vines. It looked like a scene from another planet, especially with the only signs of life being several of the hybrid monsters patrolling the streets, some of which had more than ten nude humans crammed inside.

These ones were much larger and the extra flesh on the monsters allowed for much more creative orientations for the spasming prisoners within. It looked like some of them we even being forced to have sex with each other, though for what reason Sarah couldn't be sure.

One such creature with several men and women encased in its limbs had a large woman embedded in its chest. Her legs were spread wide apart and wrapped around the sides of the monster. She was loosely held, so every step the creature took resulted in her entire body jostling up and down, making her gigantic tits bounce wildly and forcing her to impale herself on the huge black dick of the man below her. His whole upper body seemed completely stuck inside the hybrid's abdomen and only his bent knees, sagging balls, and rigid cock could be seen - but only for a moment before the woman's swollen pussy would juicily slide back down and envelope his entire shaft.

Another two large hybrids had captives in both "hands". One of them had two men, while the other had two women. All four of the humans had their legs up over their heads and were placed so that their asses and genitals obscenely stuck out from the tips of the arms. Other than their crotches, the only things visible were their faces, which watched in horror as the two monsters approached each other.

The one with the men raised its arms, causing their huge, erect cocks to lewdly flop back and forth, a tentacle already filling both their asses. The second creature with the women did the same, presenting their exposed cunts. Small tentacles emerged and spread their pink lips far apart.

Then, as if engaging in a slow motion boxing match, the creatures started to fist-bump each other, alternating and crossing arms each time. This resulted in the men's giant penises repeatedly ramming deep into the gaping wet pussies of the women. Sticky juices connected their genitals in long strands as they were repeatedly pulled apart and precisely mashed back together again. The looks on their faces showed a mixture of pain and pleasure that oddly entranced Sarah as she watched, unable to peel her eyes away despite the grotesqueness of it all.

"Look here." Adam gestured to a screen in the corner, which displayed the entrance to a metro station. Every surface was covered in a thick layer of the organic slime as tentacles clearly moved through it past the flickering lights. A sign on the wall indicated that this was the Seventh Street Metro Center.

"That's not too far from here..." Sarah rubbed her chin, getting closer to get a better look.

"Yeah, this seems like one of the main entrances to their nest." Adam spoke without taking his eyes off of the monitor. "I've been seeing flying ones like you described come in and out in droves for a while now."

"It certainly looks like hive behavior," Sarah mused. She about to look away at some of the other screens when suddenly her eyes lit up. "Wait! I... I think that's her!" Adam scrambled to press some buttons that extended the metro feed to all the other monitors, where they could more easily see the creature that had just crawled into view. The tentacles on its stomach suddenly retracted and an Asian teenager with long black hair flopped down into the sticky ooze below. Sarah and Adam could only watch in horror at what came next. But it was their duty to pay attention. For science.

Splat! Diana suddenly saw light for the first time since she had been standing in the yard with her friends. She remembered looking across the road when something big hit her from behind and then her world became a dark cage of writhing slime and tentacles. She was shaking like a leaf in the wind after her half hour ordeal. She was so sure that she was going to be killed and eaten. Or worse, eaten without being killed first. Where were the others? Was Zoey okay? Where was she? What was going to happen to her? Countless questions swam through her head at lightning speed as she attempted to get to her feet.

She appeared to be in some sort of tunnel, but the walls and floor were entirely covered in some sort of living tissue. The slippery mucus all over her and the ground made it impossible to stand, and she slipped backwards onto her butt with a disgusting squelching sound. Her eyes began to adjust to the dim, flickering lights and she realized she was in a metro station... only something was very wrong with it.

Suddenly, she felt a gust of wind and heard a loud humming sound. Looking up, she was startled to see the giant, fleshy dragonfly monster, presumably the one that had abducted her, start to rise into the air and head off into the tunnels. She sat blinking on the ground. Was she free? Why had it spared her...? It wasn't until she heard a muffled scream from behind her that she slid around to look at the far wall.

"Fuck! Oh god, fuck no!!" She cried, fruitlessly attempting to stand again. What greeted her eyes was what could only be described as an alien breeding ground. Dozens of people, all completely naked, were plastered to the oozing walls, with their limbs held by a crystalline orange ichor. Men and women of all races, ranging from older teens to the elderly, were trapped with their genitals obscenely on display in front of the Asian teen's eyes. Some were held in the spread eagle position, others had their knees drawn up over their shoulders, and others simply seemed to be hanging out of the wall like a ship's figurehead. The one thing they all had in common was that they were being feverishly molested by the innumerable tentacles that grew from every corrupted surface.

She saw an old man in his seventies having his prostate worked over by a meaty appendage that endlessly pumped some sort of slime into his gaping hole. The slightly overweight thirty-year old woman next to him was moaning in delight as three sucker tentacles happily played with her exposed tits and clitty. A young man was having his throbbing cock licked and stoked by several small tendrils, causing him to grunt as he shot his load into the air. The hot cum spattered onto the supple tits of the eighteen year-old girl partially absorbed into the ground below him. Some got into her open mouth.

"Oh, oh, oh!" She exclaimed repeatedly.

The source of her pleasure was clearly the gigantic tentacle, nearly the size of a leg, stuffing itself in and out of her wet pussy. Her stomach bulged from the intrusion and the partially dried semen all over her body, apparently from the many men above her, caught the light. Her pubes were matted down with spunk and only continued to get messier as the thick tentacle cock inside of her suddenly filled her with its alien cream, gushing out to cover her juicy lips and lower abdomen. Everywhere Diana turned, people were getting fucked in countless different ways and their lustful moans and cries echoed in her head.

She had seen enough to know that she did NOT want to be here any longer. She desperately began to crawl away on the slippery floor, shuffling her hands and knees in a frantic attempt to locate the exit. She looked up at a gooey pillar as she passed by but soon wished she hadn't.

"Hel...me...help...pl..." It was a girl Diana recognized from school; one of the upperclassmen that had done a presentation in class on the first week of lectures. Now, the redhead was right next to her with her legs up over her freckled face. Several squirming tentacles covering her eyes and ears. The girl continued to blindly beg for help until a tentacle filled her mouth and began to pump in and out of her throat, quickly filling her cheeks with its thick orange cream.

This seemed to have an immediate effect on the girl. Her exposed ass began to violently shake up and down as the tentacles stuffing her anus and cunt squirmed and writhed inside. Suddenly she let out a "Mmrphhh!!" and her hips bucked one last time before squirting a fountain of pussy juice mixed with alien cum all over Diana's horrified face.

Blinded and surprised, Diana rolled on the ground yelling. She rubbed her eyes in an effort to clean them, but her hands were already covered in the mucus from the floor and it only smeared it more. Suddenly, she felt a powerful grip on both her ankles.

"No, no, no please, no, God, Noooooooooo!" She screamed as she was violently dragged deeper into the tunnel, sliding along the slick ground. The friction, slight as it was, was enough to pull her stained blouse up, exposing her toned stomach. She felt another tentacle wrap itself around her midsection and she shuddered at the warm, slimy touch. She was lifted off of the ground and continued to struggle until several more appendages lashed out and held her limbs tightly in place.

One also carefully, but firmly, wrapped around her neck. It didn't quite choke her, but it gave the impression that it would if she didn't behave. Her arms were held up over her head and her legs were forcefully yanked apart before she felt herself being bent backwards in an arch. She couldn't move a muscle as the tentacles began their terrible work. She clenched her eyes as the dick emerging from the wall next to her upside down face suddenly blasted her with a hot bath of semen. It ran down her mouth and up into her nose and eyes, filling her nostrils with the pungent scent of jizz.

Due to her position and the all of the juices on her face, she was unable to see the array of tentacles worming up towards her helpless form. Some split in four parts at the end to reveal tendril-filled suckers. Others began to rapidly vibrate. Some were ridged and looked very similar to a man's dick. There were tentacles with brushes, tassels, and tubes of all sizes that slowly approached the tightly bound teenager. However, as they made contact with her body, they realized some fabric blocked their path. They didn't delay in taking care of that problem though.

Diana felt several wet tentacles slither up under her blouse from every opening, caressing her soft belly and sliding up between her breasts, coating everything they touched with slime. Her jaw was trembling too hard to speak, so she simply murmured a terrified whine as tears streamed from her stinging eyes. Suddenly, the tentacle nestling into her bosom wrapped around the front of her lacy bra and gave it a quick, powerful yank. It tore the bra away from her body and clean through her blouse, the buttons of which popped off into the air and scattered in all directions.

Her pert B-Cup titties were exposed all at once and jiggled freely for a moment before tentacles wrapped around each one and began to gently squeeze them. With her breasts held so tightly, her rapidly hardening brown nipples stuck straight up into the air. Some of the slime had finally cleared away from her eyes and she opened them to see the blurry shapes of two tentacles approaching her from below.

The tentacles both sported small needles at the ends, which were menacingly dripping with a clear fluid. Her eyes widened in terror - she hated needles - and she started to scream again. The tentacles holding her seemed to finally tire of her noises, and one fleshy rod rammed its way down into her throat, making it bulge.

"Mhg! Ghuk! Ghhhnnnmmm!" She gagged into it, expecting to suffocate. To her surprise, she found that she could still breathe, as if the tentacle's flesh allowed for air to pass through. It also allowed for other things to pass through as well, which became clear as she suddenly was forced to swallow a surge of warm liquid that gushed down her gullet. She felt her stomach bulge slightly but didn't experience any pain. In fact... she felt good. Really good!

A tender, warm sensation began to rise up in her belly and the area between her legs started to tingle. She could feel herself getting flushed and suddenly she felt very empty. She needed to be filled.

"Fuck, I'm horny!? For these disgusting things?" She thought. Even thinking was difficult, however, as her mind began to swim and lose focus on anything other than the fire raging in her loins.

She barely even noticed as the two needle tentacles jabbed forward into her tight nipples, injecting them with the unknown substance. Each plump mound began to burn and tingle in a way she had never experienced before, and her nipples were the hardest they had ever been in her life as the tentacles slowly drew the needles out of them. She started to drool lazily as she sucked on the phallus in her mouth, imagining it was a man's delicious erection. Seeing that the teenager was placated, the tentacles continued to strip her.

The remains of her blouse were torn off and her shoes were pried from her feet. One tentacle slithered along her bent abdomen and down into the front of her yoga pants. The bulge moved down to her crotch and around her tight ass, fully exploring her most secret spots. As it rubbed against her vulva, she moaned and redoubled her efforts on suckling at the tentacle gagging her. More tentacles worked their way up under her leggings and started to flex. At first, it seemed like the elastic yoga pants would hold but then a small tear formed in the crotch and the whole article of clothing was quickly torn to shreds.

At this point, the only thing covering her slime-encrusted body were a thin pair of lacy black panties that matched her discarded bra. They were already completely soaked by the juices oozing from her barely-covered mound and the soggy fabric was wrenched from her body in one smooth motion. The tentacles spread her legs apart as far as they would go, which was a considerable degree given her yoga experience. Though she didn't know it, her exposed teenaged pussy was gaping lewdly directly in front of a steadily blinking security camera. Anyone watching the feed would be able to closely appreciate the delicate folds of her womanly lips and the adorable, trimmed tuft of dark hair crowning them.

She briefly flinched when she felt the cool subterranean area brush against her moist womanhood, and then again when she felt something begin to peel back the hood of her clit to further expose it. A brief prick of pain flicked against her nub and she realized that another one of the needle tentacles must have injected her there as well. What could they be doing to her? She didn't have time to ponder much through her syrupy thoughts before she felt herself being moved somewhere else. Her back hit a slimy wall and she felt her arms get plastered over her head by the same sticky ichor she had seen holding the other prisoners, which quickly hardened.

Tentacles wrapped under her knees and hoisted them up to her shoulders, holding them there while more ichor covered her calves. She was stuck to the wall with her helpless ass and pussy obscenely spread and on display. The tentacle in her mouth suddenly retreated from her throat without warning and she coughed and gagged as the remainder of the warm nectar spilled from her cheeks.

She looked down at herself with glazed eyes. Even in her mild stupor, she was shocked to notice that her boobs looked a little larger than before. She wasn't sure, but they definitely now looked like respectable C-cups and they were still warm with the effects of the injection.

"Wuh-wha's?" She incoherently mumbled as her eyes were lazily drawn towards the same mass of tentacles from before that were starting to approach her heaving chest. Two large tentacles with clear bulbs on the end suddenly opened up and engulfed her tits. She could see her nipples inside of the bulbs as small tendrils and brushes started to twist and tease them - some of filaments even started to vibrate as they danced around her erect flesh. Both of the larger tentacles gripping her boobs started to squeeze and suck on the captive peaks, causing her to let out a throaty moan. She watched in a trance as her nipples got sucked tight and then fell slack with each rhythmic pump.

She began to squirm in anticipation as more tentacles found her gushing twat. One small filament that was excreting a vicious, lube-like substance wrapped around the base of her clit, which seemed slightly bigger and more swollen than she remembered. It held her throbbing love button in place as several small tendrils with tiny brushes on the end pressed against it and began to aggressive stroke the the sensitive, twitching nub.

"Ghnnnaaaahhh!" Diana screamed, throwing her head back in ecstasy. Another tendril that buzzed with a powerful vibration suddenly pressed itself firmly against the very tip of her tormented clit, sending powerful shocks deep into her body. "Ghoooohhh!" She howled and let her head limply hang forward. Her tongue fell from her mouth and her drool started to collect on her breasts.

She could feel her abs shiver violently as she came harder than she had ever cum before. Her vision darkened and became filled with dancing bright spots at the same time. It felt like countless ants were crawling around her over-stimulated brain and her whole body was racked with uncontrollable tremors. Even though they had exhausted her to this degree already, the tentacles showed no signs of stopping.

Four ribbed tentacles rose up like cobras between her splayed legs, oozing thick mucus along their lengths. Three of them plunged into her soft cunt while the fourth gently prodded at her puckered sphincter before burrowing its way deep into her bowels. Other appendages grew up below her and started to whip at her firm ass cheeks, leaving angry red marks at the site of each spanking as the flesh rippled from the impacts. Her eyes teared up again and she let out a choked scream that dissolved into a howl of pleasure.

All four of the tentacles inside her began to pulsate and pump in and out of her twitching holes. She felt herself involuntarily tightening around them as if her body had a mind of its own and desperately wished to milk the tentacle cocks for their seed. The three in her pussy dug deep into her and pressed painfully against her cervix before expanding and filling her up in a way she didn't even think possible. One of them started to vibrate inside of her and massage her g-spot with pinpoint precision.

Her eyes rolled back into her head and only wordless moaning and groans left her mouth as she shook her hips up and down in time with the tentacles' mighty thrusting.

She didn't know how many times she came. She wasn't even sure if she was having dozens of orgasms or one long continuous one. The non-stop waves of female pleasure drove her to the brink of insanity. Her own juices mixed with the alien cum being pumped inside her pussy, making her stomach balloon up before the tentacles removed themselves, allowing the thick creamy fluid to spew out of her spasming twat and ass like a geyser.

Her pussy flexed open and closed while still coming down from her most recent mind-shattering orgasm. Thick fluid steadily flowed out of her holes and down into the pussy of a girl lodged in the ground below her. The girl's vagina was spread fully open by small tentacles, allowing as much of Diana's cum to pool inside of it as possible.

The overflow ran down between the girl's parted butt cheeks and onto the fleshy ground next to them, where it was hungrily absorbed. Luckily, though the girls face was exposed, her eyes were covered by tentacles, so Diana didn't have to bear the shame of knowing she was being watched.

After what felt like hours, her blurred vision slowly began to return to her as she panted and looked down at herself, noticing that the lewd tentacles were no longer attacking her crotch. Her eyes widened as she saw what was happening with her breasts. If she hadn't seen it, she wouldn't have believed it: she was lactating! She hazily wondered if the injections had some sort of enzyme in them that could alter a human's body chemistry. That was the only explanation for what she was witnessing.

Her breasts looked even larger than they did a few minutes ago and, despite not being pregnant (or at least she hoped she wasn't), she could clearly see whitish milk being drawn from her plump boobs. The suckers drank the fluid up into the tentacles and out of sight. Each additional pull, pump, and squeeze on her sensitive nipples drew more milk from them. It felt oddly pleasurable, though. She felt like she needed to be milked in order to be happy, like it was fulfilling some sort of carnal desire she didn't realize she had.

"Ghnnn... Hmmm..." She sighed happily. She closed her tired eyes and let herself relax and enjoy the milking process. She nearly started to fall asleep from the exhaustion before she felt something hard rubbing against her swollen pussy lips. Slowly opening her eyes, she saw a tongue-shaped tentacled lapping at her crotch, coating it with slippery mucus.

"Mmmnnn... yeah..." Her moans grew louder with each stroke of the tentacle. It licked from her ass all the way up to her engorged clit, which was now almost three inches long. She watched momentarily with an appreciative gaze as the tentacle continued its work, before her eyes focused on something in front of her that was much larger than three inches. A balding middle-aged man with a sagging beer belly stood between her legs and straddling the girl's pussy below. He was just as naked as the two girls but most of his face was covered with what looked like a pulsating blob of flesh.

She could see drool drizzle from his slack jaw as a low whimpering moan escaped from his throat. Her eyes followed the trail of the drool as it slathered his hard penis below. "Penis" wasn't really the right word for this monstrosity. His madly twitching and heavily veined cock was nearly three feet long and at least five inches thick. A steady flow of precum oozed from the tip that was only a foot away from her trembling womanhood.

She watched in horror and awe as a tentacle behind him gently pushed his rigid dick towards her helpless body. He took unsure, stumbling steps, somehow managing to avoid the girl's exposed parts below. He was clearly blinded by the thing on his face, but kept inching forward until they both felt their genitals kiss each other. Even though the sight of the gigantic meat rod terrified her, she could do little more than spread her legs and offer her tight, teenage holes to the stranger.

Suddenly, a hunger seemed to come over the previously docile man. He roughly grabbed her restrained thighs. The tongue tentacle lubing her holes barely had time to get out of the way before he plowed his gigantic member straight into her well-used pussy. He growled and grunted mindlessly as he started to thrust in and out of her as fast as possible. Her stomach and eyes both bulged and her mouth hung open. She tried to let out a scream, but she had no breath in her lungs, so her tongue flailed in the wordlessly in the air.

The man continued to fuck her silly, making her tits bounce and jiggle wildly as they continued to be milked. She felt her pussy walls clench around his giant cock as they both reached climax at the same time. Her womb exploded full of the man's inhuman amount of cum, his cock pumping what felt like gallons of semen deep inside of her for nearly thirty seconds. Though she couldn't see it, she was sure that a large amount of the spunk was completely covering the quivering ass and pussy stuck in the ground below them.

She caught her breath finally and gasped as he slid his still erect dick out of her. She weakly looked up at him and managed to wheeze out only a few words.

"No... no more... I can't... please..." Her neck lost strength and her head lulled forward, letting her slime-caked hair fall over her chest in goopy clumps. To her surprise, the man seemed to relent and moved away. Though it didn't seem to be by his own will. A tentacle had scooped him up by the armpits and brought him over to another section of the tentacle nest. She watched as he was deposited on a pile of squirming tentacles that reached up to meet him. They enveloped his body like a second skin and grew in mass until she recognized it as being one of the creatures that had hunted her and her friends before.

Friends...? That's right! She couldn't stay here! She had to get back to the people waiting for her! She snapped out of her trance and began to struggle anew against the rock-solid ichor binding her limbs.

The man-hybrid turned and trudged off down the tunnel, towards what she assumed was the exit. A tentacle was already growing in order to engulf his leaking cock and continue to milk him. If she could just get out of this damn wall, she might be able to sneakily follow the creature out of here!

She shook her naked hips up and down in an attempt to loosen the shell around her. It looked ridiculously obscene as cum was still dribbling from her pussy and was now being splattered all around from her jerky movements. She apologized in her heard to the poor girl below her for the added spray falling onto her crotch, though she was already caked in so much cum that it hardly made a difference. Diana watched an air bubble lazy work its way up through the thick goo that completely filled the girl's gaping holes.

Refocusing on her task, Diana wiggled her toes above her head, pounded her head back and forth, and generally moved anything and any way she could in a desperate attempt to find some sort of structural weakness in the hard, slimy webbing.

"Come on, come ON!" She grunted as she craned her neck forward to bite at the tentacles suckling on her tits. This proved to be the wrong move. Tentacles emerged from the wall next to her face and lashed across her forehead and neck, tightening to prevent any sort of movements.

"Help! Help! We're in here! Please, anyone!" With no other options left, she yelled out on the slim chance that rescue might be near. "Get us the fuck outta he-!" She felt the tendril around her neck tighten and cut off her voice. Speckles bloomed in her vision and her eyes started to water. She quickly stopped thrashing and the tentacle loosened its grip, leaving her to gasp for precious air. Through her tear-filled eyes, she saw something move in her peripheral vision. She was unable to turn her head to see what it was, but she didn't have to as it was momentarily positioned in front of her. It proved to be a young man, being moved around via the tentacle embedded in his asshole.

"Oh my god..." She wheezed. "Arlo...!?" She recognized one of the boys from Cassidy's class. He was completely naked; leaving his dark skin on display that glistened with sweat in the tunnel's dim light, which worked to show off his impressively toned muscles. She knew he was on the football team but was often bullied by the other guys for being too much of a science nerd. He had a well-trimmed beard and a unique bird tattoo on his right arm, so she was sure it was him despite the low lighting. His short black hair was buzzed into a complex pattern and his eyes stared ahead as if looking straight through her. She suddenly let out a small gasp of pleasure as one of the tentacles milking her hit the right spot.

"Ahhnn...Arlo...shit, what did they do to you!?" She croaked at the shaking boy. "It...it's me, Diana. From Bio 101...?" She looked at him, hopeful that she could shake him out of his funk and gain a valuable ally. It looked like he had only recently been brought to the nest as he wasn't entirely covered in slime yet, nor was his dick as big as the other men's she had seen here.

She couldn't help but glance down at it. She thought it was only fair, seeing as he was getting an eye-full of her own exposed pussy. It wasn't inhumanly large, but it was definitely a tool to be proud of. She estimated that his thick black cock was about eight inches long, and wasn't even fully erect by the looks of it. It occasionally twitched as if he could feel her eyes washing over his shaft.

"Listen. You have to get me out of here. I know a safe place we can get to, but you need to snap out of it!" She continued to plead with him to no avail. She was about to overcome her embarrassment and attempt to swing her boobs back and forth to smack him on the head with one of the connected tentacles. But before she could get the chance, Arlo was suddenly lifted from the ground by tentacles encircling his limbs.

She blushed as he was brought closer to her and positioned in such a way as to place his large genitals right in front of her restrained face. Moving her eyes upwards and away from his cock, she saw that his limbs were stretched out in front of him and slowly being drawn into the flesh wall.

Soon, Arlo was encased in the wall like she was, unable to move an inch and with his crotch pressed firmly against her face. She could feel the heat of his warm rod against her cheek and the gentle pulse inside. Her nose was filled with the thick odor of male musk, and she began to gently pant against his manhood as her head started to fog up again.

A slight movement below caught her attention and she shifted her eyes downward to see one of the needle tentacles rising up. She clenched her eyes shut to brace for the pain but it never came. She cautiously opened them to see that the needle had instead injected straight into Arlo's penis. She could feel it start to throb harder and harder as it was brought to full mast, gaining an additional two inches. A gentle groan escaped his lips, which she thought was kinda cute despite the circumstances. A wet droplet met her cheek and she noticed he was leaking copious amounts precum all over her face.

"Pfff! Puh!" She tried to spit it out as it began to run into her mouth, which caused her tongue to touch some of it. It was like a pink haze overtook her vision. Suddenly she felt hyper-aware of his masculine scent and her crotch began to tingle and bloom with irresistible warmth.

The tentacle holding her head in place loosened ever so slightly. Her eyes gazed lustfully at the engorged cock in front of her face and she knew what the tentacles wanted her to do. She had no choice but to oblige. No, she wanted to do it.

She slowly opened her panting mouth and ran her warm, wet tongue along Arlo's shaft. She lathered it with her saliva from base to tip as best she could, swirling her tongue around his cock head and savored the flavor of his precum. It had a sweetness to it that she couldn't describe. She wanted more. Opening wide, she took his entire length into her mouth, circling it with her tongue before squeezing it down her throat.

She started to choke and gag, but she had practiced deepthroating before coming to college (just in case) and managed to keep it in her moist mouth for several seconds. She felt his thick pubes tickle her nose and she shook her head left and right to nuzzle into the fluffy bush, releasing more of his scent and allowing her tongue to hang out and tickle against his velvety soft balls, which she noticed we already being fondled and squeezed by small tendrils..

When she couldn't take it anymore, she drew her head back, allowing his thick manhood to slide out of her throat. He frantically gasped for air - but only for a second. She immediately started bobbing her head up and down his fully erect meat stick, enjoying the tangy flavor. She started to suck faster and faster, making sure to work his glans with her tongue and even adding a very gentle brush of her teeth against the sensitive tip. Her ministrations were rewarded as she felt him tense up right before filling her throat with his warm semen. She drank it down hungrily while continuing to loudly slurp on him.

Her eyes widened in surprise and arousal when she felt something new pressing up against her dripping pussy lips. She couldn't see what it was as her entire view was filled with her classmate's genitals, but soon enough she could tell that it was another one of the monstrous cocks of the other captive males.

The unseen man started to fuck her hard like the one before and she moaned sloppily into Arlo's tender shaft. After the man emptied his load into her, she felt him pull out and a new cock quickly took its place to repeat the process all over again.

The two classmates stayed like that for what felt like forever, enraptured in ecstasy. Arlo repeatedly came into Diana's suckling mouth - his refractory period seemingly a thing of the past - and in turn, she repeatedly came onto the arm-sized dicks that were being thrust one after the other all the way to the back walls of her battered pussy.

Diana was pretty sure that the pulsating rod in her asshole was a tentacle, judging by the texture, but the different shapes and sizes of the cocks she felt sliding into her cunt could only mean that several men were taking turns plunging into her. After the tenth man, she felt a small, questing tendril flick over her erect clit. It slowly enveloped the four-inch bean and began to suck and stroke it like a small penis.

Having never experienced anything like it in her life, the pleasure became too much for her to take and her eyes rolled back into her head until only the whites were visible. She submitted herself completely to the bliss clouding her brain and could only gurgle and suck on the delicious cock in her mouth while bucking her hips to entice more phalluses to claim her greedy cunt and fill her womb with their seed.

Diana wasn't able to see it clearly, but the girl's helpless crotch below was now almost completely covered in a deep pool of cum. Only the tips of her apple-round ass cheeks and the clefts of her mound could be seen peeking above the opaque white surface of the liquid. Her neatly trimmed landing strip looked like a thin path down into a steamy hot spring, one that several droplets of semen were eager to follow.

After guzzling down the seed from several more of the increasingly larger manhoods presented to her, something changed. She automatically craned her neck forward and began to lick at the air, expecting another rock-hard dick to enter her mouth. Instead, what suddenly got pressed to her waiting lips was soft and juicy. Her eyes lazily regained their focus and she was greeted with the sight of delicate pussy lips gushing with a seemingly endless supply of hot spunk.

Diana didn't waste any time in feasting on this offering in the same was as the cocks before. Her mouth sealed around the messy mound and her tongue sloshed into the folds. The juices from within streamed into her mouth and throat, causing her to constantly swallow or risk being suffocated. Once the flow of cum had slowed down, she gently pulled her mouth away from the twitching pussy being pressed into her face. A thick trail of whitish slime stretched and oozed out, connecting the two girls.

The unseen man aggressively fucking Diana's over-sensitive pussy from behind the girl suddenly came hard and she felt the hot fluid collect between her whipped ass cheeks and spill to the floor.

Diana looked down, expecting to see the sorry state of the female cumdump below her ass, but she was gone. Somewhat surprised, she looked back up and noticed a thin line of matted, downy pubic hair gracing the top of the still-dripping cunt in front of her. It had been hidden before under all the caked-on spunk, but now that Diana had cleaned a good portion of it off, she was able to make out more of the girl's features. She realized that the girl below her - the girl whose gaping holes were being filled with all the extra slime, juices, and cum from above - was now emptying it all into Diana's throat.

Diana was far from disgusted, however. She was happy that she could help relieve some of the girl's burden. She nuzzled her nose against the girl's quivering clit, enjoying the mixed scents of a man's jizz and a women's moist flower. She languidly began to lick at the slit in long, seductive strokes. Diana's tongue glided deep between the other girl's swollen vulva, circling and massaging her clitty, before gently running over her landing strip and back down again to repeat the tender dance.

When her tongue got tired, she took the soft flesh into her mouth, gently sucking on each of the girl's pink lips before going to work on her love button. Like Diana's, her clit was now a few inches long, so the Asian teenager was able to easily slurp it into her mouth like a tender noodle. She bobbed her head gently and swirled her tongue around the erect nub as if giving a blowjob to a small, delicate penis.

Diana could feel the girl's pussy start to clench and her ass started to shake, just before squirting her love juices all over Diana's mouth. As the sweet nectar dribbled down her chin, Diana smiled at the irony of herself now being the one covered in cum and she redoubled her efforts, burrowing her face deep into the delicious twat. Every time she heard the girl moan or cry out was like a gold medal that she cherished.

Diana was disappointed when the spasming girl was finally pulled away from her hungry tongue and absorbed into one of the flesh suits. Diana glumly watched her march away down the tunnel, trying to preserve her taste in her memory. Diana's sadness didn't last long, however, as a familiar black dick was pushed in front of her again, and she happily resumed gargling down Arlo's seed, his cock slightly larger than before. She hummed in delight as she worked on his cock, which made the male teenager gasp in the pleasure.

After several hours of this, Diana could no longer move from the exhaustion. The tentacle gripping her now held her mouth open and moved her head up and down Arlo's manhood as she stared ahead blankly. She was only semi-conscious when a tentacle wrapped around her eyes and plunged her world into darkness and sexual pleasure. Her only sensations were those of dozens of throbbing cocks entering her three wet orifices. And so she remained that way until she eventually passed out hours later, only to be awoken by a new boy's hanging cock slapping against her cheeks, ready to be sucked. She was all too happy to oblige.

Adam turned the monitors off without a word. He didn't know Diana well, but he still didn't want to have to witness her going through something like that. Though she seemed to enjoy it after a while, it was clear that this was the result of some sort of drug that her and the other captives kept being injected with. He shuddered. Turning to Sarah, he saw her silently sobbing while still staring at the dark screens.

"How horrible..." She whispered, not looking at him. "If only... if only..."

"Shhh shhh..." Adam hesitantly put his hand on her lap. "Hey, look at me." She turned her head towards him but didn't seem to really see him. "It's going to be okay, you hear me? We'll be safe here for a long time. Soon, the military, or scientists, or... or someone will find a way to fix all this. Humanity is strong. We won't lose to a bunch of squishy worms." He stood, getting a sudden head rush after sitting for so long. "Let's go back to the others."

"Oh my god... what are we going to tell them...?" Sarah groaned, also shakily getting to her feet.

"Nothing we don't have to." Adam replied in a firm tone. He gently put his hand around her shoulder in a comforting gesture as she sniffed and wiped the last tears from her eyes.

"I'll handle it." She said, strength returning to her voice. They both walked back to the living room. Inside they found Zoey asleep on the couch, still wrapped in the blanket. An empty teacup and her glasses lay on the coffee table next to her. Her legs were propped up on Steven's lap, who sat at the foot of the couch, playing a video game on the television. He apparently heard them step into the room because he leaned back slightly as they approached.

"So?" He asked, without taking his eyes off the virtual machine gun mowing down aliens on the big screen. "You were gone for quite a while. It's the end of the world, so I have to assume you two were either fucking or drinking. So nice of you to invite me."

"Wha- we... excuse me!?" Sarah stammered. She really couldn't get a feel for this guy.

"Shut up, kid." Adam snorted. "Stop wasting our... MY... precious electricity on pointless entertainment, especially not on my save file!" Adam began to angrily stomp towards the younger, and much smaller man. Steven hastily paused the game and turned to look at them with a startled expression, being careful not to wake up his sister as he did so.

"I-I'm sorry," he apologized. "It's... been a... day. Games calm me down and help bury the hurt, you know?" Steven looked down at Zoey, her chest rhythmically rising and falling with each deep, slumbering breath. "I haven't exactly been the best big brother for her... my only hope was that she would take me as an example of how not to live your life and do something great with hers. I don't care about my own future, but seeing her bright one stolen away like this is a bit too much..." He sighed regretfully and placed a hand on Zoey's forehead, brushing some errant strands of hair out of her face.

"Mnn... uhh..?" Zoey blinked her eyes open at the touch. "Stevie...? I had such a weird dream..." She sat up to stretch and the warmth visibly drained from her face as she got her bearings. "O-oh... right..." She slumped over. She took a deep breath and slipped her glasses back on. "Diana. Did you... find her...?" She pulled her legs off of Steven and shifted to look over the back of the couch at the older adults.

"I'm sorry, Zoey," Sarah said carefully with a frown. "We scoured those cameras for hours but didn't see any sign of her." Zoey's expression became downcast and she lowered her head.

"Y-yeah... that's what I figured," Zoey murmured in a small voice. "I knew the odds of finding one person randomly on a few little cameras were close to zero."

"It's possible that she managed to get away, and that's why we didn't see her." Adam suggested, following Sarah's lead. "Who knows- I'm sure there are other pockets of people safely holed up. Maybe she could have found her way to one of them? We can keep searching though, just in case." Despite Adam's relaxed tone, Steven's eyes shifted between him and Sarah suspiciously. He opened his mouth to say something but closed it as his sister let out a comforted sigh.

"You're right... there's always hope." She said, looking at them with a forced smile. "I like to believe that." Her words were accented by a loud rumbling coming from her stomach. She blushed a little and laughed. "Oops... I guess my stomach doesn't care about the end of the world, huh?"

"Well it is pretty late in the afternoon and none of us have eaten all day, I'm guessing." Adam said, patting his own belly. "I could use a bite. Remember, we don't have a good idea on how long we will be stuck here, so we will have to be careful with our food... but I don't see a reason we can't eat well today to lift our spirits, right gang?" He clapped his hands and headed to the kitchen. "I'll teach you all my secret recipe for canned beans and canned thanksgiving dinner." He smiled with a wink as the rest of the group followed him to help prepare.

The spread of food was surprisingly decent despite having come almost entirely from cans. Zoey and Steven ate hungrily and chatted about various things to take their minds off of the day's events. Adam nursed his food a bit, but Sarah had no appetite at all.

She forced herself to swallow the warm beans to get the much needed calories, but every time she put something in her mouth, her mind was swarmed with the images of her young students being forced to ingest all kinds of alien and human spunk. She gagged softly at the sensation in her mouth pairing with the thought, drawing Adam's attention. He gingerly put a hand on her knee under the table, giving her a soft, knowing look and squeezing gently. She returned his gaze.

"How are we going to survive this?" She whispered to him.

"One day at a time," he replied. "One day at a time."

The group cleaned up dinner and spent the evening getting to know each other more: their skills, their interests, their physical condition, and the like. Adam was surprised to find out that Steven was a popular video game streamer that he watched regularly, having never revealed his real face and speaking with a characterized voice. Likewise, Steven was impressed with Adam's engineering youtube channel and the two of them quickly found common ground in their hobbies.

While the boys got chummy, Zoey and Sarah discussed some theories about the creatures and shared observations. After a while, the group felt the weight of the day's turmoil and exhaustion hit them all at once. The boys and girls split between the two small bedrooms and they bid each other goodnight. As Sarah attempted to let sleep take her and drive away the nightmares of the day, she heard Zoey shuffle in the cot across the room.

"Professor...?" She asked in a quiet voice. "Are you still awake?"

"Just call me Sarah, Zoey." She turned to look at the girl through the darkness. Her sleepy face was slightly illuminated by the dim red light near the floor. "What's on your mind?"

"You found Diana, didn't you." Here tone didn't imply that this was a question. It was hard to read Zoey's expression in this lighting, but her voice was full of complicated sorrow, not accusation. Sarah was silent for a moment; her heart began to beat a little faster as she contemplated her next words.

"Yes," she replied in a clear voice. "We did."

"How... how is she...?"

"Alive. And that's what matters."

Zoey paused for a beat before speaking again.

"I'm... not so sure. There are some things worse than death..." Her voice trailed off and she went quiet for several minutes.

"Zoey?"

"Prof- I mean, Sarah..." Zoey spoke up again, her voice momentarily muffled as if speaking into her pillow. "We'll be able to save her, right...?" Her voice did not sound hopeful. Sarah didn't really know what to say. She was done trying to lie to people to cover up painful truths. Who was she to judge what was best for others? Here eyes came to rest on the room's steadily glowing red light, and then they opened wide.

"Yeah..." Sarah said, suddenly sitting up in bed. "We'll save her, Zoey. We'll save them all!" For the first time all day, her face broke into a clever grin.

That marked the beginning of their fight against the Krinis.