22 comments/ 289836 views/ 207 favorites The Caterpillar By: homealone_447 Edited by Le Gourmand * Author's note: This story is a sequel from The Traveler part 1 and 2, but it is not necessary to read those stories to understand this one. The awakening Sandra Jennings was lying alone on her bed, moaning softly. She was dreaming of someone caressing her clitoris, providing an intense pleasure that made her squirm in her sleep. She unconsciously moved her hand to her pussy. An uncomfortable thought interrupted her bliss as she sensed that something was not right. She felt a thin, slippery object between her legs. She started to wake up, confused, still touching the strange object. Sandra finally woke up scared, realizing that the object shouldn't be there. With one sudden move, she ended up with her back against the headboard. She switched on the bedside lamp, breathing heavily from both the surprise and her previous sexual excitement, and saw a white cylindrical object between her legs. What is that! she thought in panic. Then she remembered... Earlier that day, Sandra was sitting on the couch next to her bed watching TV, but her thoughts where somewhere else. There was a sad look in her eyes as she was wondering why she was the only girl in her group of friends that didn't have a boyfriend. She was eighteen years old and she had never had a serious boyfriend even though she was a pretty girl. Her hair was blonde and fell to her shoulders framing her big blue eyes. She was not very tall but her body was the envy of most of the girls in her school. Sandra noticed a strange aroma, similar to the smell of a rose, that was coming from somewhere in her room. She got up and searched for the origin, moving closer to the closet as the scent got more intense. She opened the doors and looked around the small room. She lifted a few blankets at the far end and there it was; the source of the smell was a strange thing that looked like an overgrown caterpillar a little bigger than a football. What the hell is this thing? she thought. Then, a distant memory popped into her head. Seven years back, when she was eleven years old, she spent a weekend with her family in a beautiful cabin in the woods. There, hidden below the bed of her room, she found something that looked like a cylindrical pillow. It was soft and tender and she thought that somebody had left it behind so she decided to bring it home. Some time later she put it in the closet and completely forgot about it until now. * * * That thing was indeed left behind by somebody a few weeks before she found it. But it was definitely not a cushion of any kind. That soft object was alive, submerged in a state of hibernation after its feeding source became unavailable. Now, after seven years of slow metamorphosis, it had awakened to become something entirely different and unknown. * * * Sandra pressed down on the soft surface, wondering, How come it didn't smell this nice before? She leaned closer to the object and took a deep breath. The smell was so delightful that she filled her lungs completely several times. She decided to pick it up and placed it beside her other pillows. "Sandy, dinner is ready..." Her mother called from downstairs. Soon after, Sandra came back from dinner and found her whole room impregnated with the nice smell. She lay down happy that she found her old 'pillow' and after a while of watching TV, she went to sleep. .... Now, fully awake and sitting on her bed breathing heavily from the shock, Sandra remembered what the object was. A little more calmed, she wondered how it moved from the headboard to lay between her legs. As her eyes adjusted to the light, she looked more carefully and noticed that it was moving! There was a wave-like motion from one end of its body to the other. She also observed that it was 'breathing' like a lung and there were a few squid-like tentacles coming out from a small opening in the closer end. They were about the length and thickness of a pencil and were moving and wrapping around each other, extending toward Sandra and apparently trying to reach her. The room was now saturated with the creature's aroma and Sandra's head was spinning lightly. She felt as if she couldn't fully wake. Slight fear lingered in her heart but even then she didn't scream or move. Sandra's panties were still soaked from her recent wet dream and she hated to admit that the arousal dwelt upon her loins. Just before she woke moments ago, she was very close to reaching an orgasm. She didn't have wet dreams very often; much less dreams that drove her to climax but this one had been different, a lot different. Then, a sudden realization popped into the teen's head; that thing was touching me in my sleep! She felt a jolt in her chest and almost jumped out of the bed and ran away, however, for some reason, she didn't. She looked at the small tentacles waving in her direction and she perceived that the white object was moving very slowly, closer to her. Feelings of panic and excitement mixed in her head in a way she couldn't understand. What is wrong with me? Why can't I just move away from this thing? She remained motionless on the bed, unaware that the sweet smell she was breathing prevented her from thinking straight. She tried to decide what to do, while the thing approached. Deep inside of her, she wanted to reach the orgasm that eluded her before. She was confused and afraid but stayed her flight despite her fear. As the creature got even closer, her excitement was increasing and the apprehension began to fade. Finally, one tiny tentacle reached out and touched her slit. Sandra jolted, feeling a torrent of electricity traveling from her pelvis to her brain. Mild contractions started to intensify in her pussy. The remnant desire to run away disappeared completely and the teenager just closed her eyes in expectancy of what was going to happen next. As the main body of the creature fully reached her, the small tentacle that first touched her slipped beneath her panties and firmly wrapped around her swollen clitoris. Two other tentacles followed and slid inside her lubricated pussy. The young woman gasped loudly. She felt them moving around, caressing every inch of her inner walls. Sandra's chest was heaving as her vaginal cavity contracted again and again with little spasms, providing incredible pleasure that spread through her entire body. The teenager opened her eyes and stared at the white figure with its small tendrils playing so delightfully in her pussy. The tentacles kept moving inside of Sandra's tight opening for several minutes and she began to lose control. Her orgasm was not far away now. She knew it and she wanted it. The teen grabbed the little creature with both hands and pushed it against her pussy. She was moaning and panting as the awaited climax started to build in her body. It was now just seconds away. She stood completely still for a moment, her blues eyes half closed, her back arched. At that precise moment, another little tentacle penetrated into her anus and that was it. "Ahhhhhhhhhhhhhrrgg.....AhhhhHHHH" An incredible spasm almost shook her out the bed and her body started shaking uncontrollably. Another ripple arched her back again and then another one. She trembled, frenzied, for more than a minute until it became just too much for her and fell unconscious. * * * Sandra woke up two hours later lying sideways on her bed. She felt exhausted but completely satisfied. She strenuously lifted her head and looked around. The white life-form was still there, on the corner of the bed. The small tentacles were not at sight anymore, hidden somewhere inside the creature. Sandra noticed a transparent gooey substance on the palms of her hands and she moved one closer to her face. The smell was the same of the creature. With the tip of her tongue, she cautiously tasted the substance and it had a delicious sweet flavor similar to a peach. Sandra loved peaches. She licked both of her hands eagerly until she'd cleaned all the sticky fluid off them. Wow! This is delicious, she thought. She sat on the bed and observed the creature for a moment, still wondering, what is this thing? ...It made me feel so... great. She noticed the lamplight reflecting on the creature's skin, realizing that it was covered with a thick layer of the same clear substance that she just licked off her hands. She crawled across the bed and carefully started licking the creature's body, trying not to disturb it, until it was completely clean. When she finished, her head was spinning again and she wished there was more of it. In her dazed state, Sandra thought about the situation for a moment. Even as this creature was unknown to her, she decided to keep it as her new 'pet'. She looked at the clock and it was almost 6:00 AM, time to get ready for school. She wished she could skip school that day but her mother would never allow it. She stood up and when she started walking to the bathroom, she felt a mild sting inside her stomach. It soon stopped so she didn't pay much attention to it. During her shower Sandra kept feeling these sensations of being punctured inside her belly and her pelvic area, some stronger than others but none too strong to really hurt her. She also heard strange sounds coming from inside of her, similar to a bad indigestion, but all that discomfort stopped later that morning. Sandra spent most of the day in school just looking at her watch, waiting for the time to go back home and play with her new friend. At 5:00 PM she was already entering her front door and running straight to her room. Her mother was not at home which meant that she was alone in the house. She was thankful for this, because if the situation turned a little noisy, there should be nobody around to hear her. She began to undress as she ran up the stairs and one minute later she was in her room completely naked. She opened the closet, where she had hidden the white creature, and took a step back when she saw it. The creature had grown to almost double its size. Sandra hesitated for a moment but then she thought, what the hell, this should be even better. She lifted the living thing, which was about ten pounds already, and put it in the middle of her bed. Then she straddled the large caterpillar and moved downward until her pussy lips touched it. Its surface felt warm but very dry. She started to move her pelvis back and forth, rubbing against the caterpillar's body that soon got wet and slippery. Immediately, the sweet smell impregnated the room again and a transparent slime started to cover the creature's skin. Sandra heard a squirting noise and looked down to see several tentacles coming out from an opening. She started to feel dizzy again. Sandra moved back and laid flat on the bed, head resting on a pillow and her legs spread around the animal. The tentacles were now about two feet long and almost two inches in thickness. Sandra led out a gasp with the delicate touch of the tentacles surrounding her body, sending the first waves of pleasure into her brain. Her nipples were stiff with pumped blood. Then, a sudden notion of rationality popped into her head, What am I doing? I don't even know what this thing is and here I am, lying in bed waiting to be fucked! But it felt too good. Two of the tentacles squirm up her thighs until one paused just outside her wet pussy lips. Any idea of backing out vanished immediately. Sandra could no longer restrain herself and with one hand, she pushed the tentacle deep into her warm vaginal cavity. The girth of the 'phallus' seemed enormous to the tight entrance and Sandra felt her pussy lips stretched wide. The limb pushed forward steadily until it reached the deepest confines of her pussy. "Ahhhhh..." She cried loudly as all the muscles in her body tensed, feeling the tendril being accommodated inside of her. Then, the creature placed another tentacle at the entrance of her anus. She had never had anything enter her ass, much less something that big, and she instinctively offered resistance. The tentacle in her cunt started to pump in and out and the added pleasure was so overwhelming that it made her relax her sphincter, which caved to the increasing pressure of the other appendage. Sandra opened her eyes wide as the tentacle buried two inches inside her tight anal passage. The slime exuding all over the creature's skin and tentacles made it very easy to slide in. Despite her fears, Sandra felt almost no pain from the anal penetration. The tentacle pulled back one inch and then pushed forward a little further than before, and so on. The moaning teen felt her rectum widen, as the strokes got deeper and deeper until it was at least ten inches inside of her body. Sandra clenched the bed covers and grunted at the sensation of the double penetration. She began jerking up and down, forcing the tentacles to move about and increase the friction in both holes. Several smaller tentacles came out the creature and started to explore her body. One of them wrapped around one nipple and the jolt of her body indicated to alien that it was a soft spot to attend more carefully. Soon, her other nipple was attached to, as well. Another tendril passed along her lips, smearing them with slime which she licked off immediately. Then, she felt a large drop of slime drip onto her lips and she opened her eyes to see another of the big tentacles waving above her face. The flavor was irresistible and she reached out grabbing the appendage and shoved it into her mouth, trying to suck out more fluid. The sweet juice poured from a small hole in the tendril's tip and as the substance gushed out she swallowed, over and over until her stomach was completely full. Sandra frenetically humped on the tentacles that filled and stretched both her holes as deep as humanly possible. Meanwhile, the animal moved two other tentacles towards Sandra's pelvis. They were slightly smaller than the first two but as Sandra felt them rub against the outside of her cunt and anus she stopped her humping and pulled the tentacle out of her mouth. "Oh no! This is too much!" She said out loud as if the creature could understand her. She tried to move away but one second later, it was too late. "No! Please! Ahhh!" Sandra screamed as the two new tentacles wormed their way inside of her pussy and asshole simultaneously. Despite her protests, the creature simply kept pushing the tentacles further in, stretching the teen's body beyond anything she thought possible. The remaining tentacles continued probing her nipples and clitoris relentlessly. For the creature this was just an exploration stage and so far everything was working perfectly. This female and others like her would be very easy to manipulate using the right chemical components. Sandra grunted with each thrust, obvious pain shown in her face, but slowly the grunts turned into moans of enjoyment. Her body quickly adjusted to the extreme fucking and pleasure was beginning to take over again. Sandra resumed her own humping, pushing herself against the tentacles, her mouth once again sucking the tentacle that was trapped in her hand. She could feel the creature filling her completely, driving her crazy with delight. The tentacles started to penetrate her faster. She was screaming in rapture with every stroke and she sensed that another orgasm was coming soon. Her face expressed pure ecstasy as she began to buckle and shake violently. She reached an enormous climax. Her eyes rolled back into her head. With four appendages impaling the young woman, the beast kept rocking her convulsing body through the entire orgasm, which was much more powerful than the previous one. "Ummpph! Yes! Ahhhhhggghhhhhh!" Sandra screamed as her climax overflowed her mind. Her cunt and anus trembling around the tentacles, Sandra collapsed with exhaustion. But it was not over yet. Her belly looked a little distended by the tentacles churning and revolving inside of her. Sandra grunted with each pump, holding to the last threads of consciousness she had left. Finally, the creature blasted its sperm inside her. Sandra gasped for air as the creature's body contracted again and again and pints of semen began spurting out of each of the tentacles. Within seconds Sandra's womb and colon were both full of cum but it just kept flooding her, unable to flow out due to the tightly packed tentacles blocking her holes. Her belly began expanding as more and more of the liquid filled her body. This rare and exquisite sensation brought Sandra to a new orgasm as she was pushed into an even higher plane of ecstasy. Her body was rigid; her eyes were fixed on the ceiling and her mouth wide open. More and more semen flowed into her, until she looked four months pregnant. The tentacles buried in her ass filled her colon and her intestines, then her stomach, and then there was no other way out but her throat. Sandra felt a warm fluid coming up her esophagus. Then, her mouth began to fill up from the inside until it overflowed and a thin line of whitish thick fluid poured down from the corners of her mouth. She could barely catch her breath between each pumping of the gooey liquid that passed through her throat. The creature kept cuming inside of her until the fluid also started to leak from her vagina and anus. Sandra could not understand what the animal was doing to her but she loved it. A constant sense of ecstasy crammed her mind and she wished it could go on forever. Suddenly the creature pulled out all tentacles and swiftly contracted them into its body. She was still under the trance of her last orgasm and with each spasm of her abdomen, semen spilled out of her mouth, every time less and less until it stopped. A filling of emptiness confused Sandra. At last everything was calm, and the ravished woman lay flat on her back, her eyes staring up vacantly, her mind lost somewhere between heaven and earth. A long while later, Sandra woke up from her trance, bewildered and feeling empty. It took her a few minutes to understand where she was. She remembered the overwhelming sex, her new pet, everything. She sat on the bed, her head still spinning. Slime was dripping from her lips and she was still coated with the thick substance that dripped down her thighs. Without even thinking about it she tried to catch it with her hands and swallow it. It was so tasty. It was then when her actual condition sank in. Sandra's belly was incredibly distended and she felt so full, she thought she was about to explode. Her body felt heavy. She looked down and rubbed her bloated stomach with her hands saying out loud to herself, "Now what the hell am I going to do with this?" She could feel the creature's semen churning inside of her. She decided to lie down for a while and rest. After her extreme experienced, this was not the time to worry about anything. She rested for a moment with her eyes closed. Despite it all, a great feeling of satisfaction cluttered her brain. Then, she felt something touching her again. The caterpillar was moving and positioned itself between her legs. It was trying to attach a larger tentacle to her vagina. Sandra frowned and looked down at her crotch. This tentacle was different from the others she had seen before. It was thicker and had some sort of suction device at the end the size of a dinner plate. Dozens of small tendrils protruded inside and all around of it and in the center of the plate was a two-inch opening like a toothless mouth. The beast attached the weird tentacle between her legs, covering her crotch from her navel to her anus. Sandra could feel little tendrils caressing her skin and penetrating inside of her wet cavity. She could also hear squishy sounds as the caterpillar's long mouth began to chomp down on her and suck her pussy like a giant vacuum. Soon, her mind was again under control of the pleasuring beast and it didn't take long before another orgasm wrecked her already exhausted body. Her blissful contractions helped the creature's sucking exercise and unexpectedly she felt something flowing out from her vagina. Not only a few drops but a large gush of fluid. The hungry beast urged her to give more, increasing its efforts and the sensation was overwhelming. Sandra noticed that her belly began to flatten as another climax exploded inside of her. The Caterpillar A while later, the satisfied creature disengaged the tentacle and rolled it inside of its body. Sandra was just lying on her bed, eyes half open and practically unconscious. Her belly was completely flat. * * * For the next several days, the nights of extreme pleasure continued and the creature grew a little bigger with every sexual encounter. After two weeks, it was so big that it would not fit in the closet anymore and Sandra had to put it in one corner of her room, hiding it as well as she could with cushions and stuffed animals. Sandra's mother was a little suspicious as she heard strange noises coming from her daughter's room every night but she thought it was just the TV and didn't bother to check what was going on. Her First Recruit One afternoon, Sandra was talking to her best friend Tania. She had just broken up with her boyfriend and she had been crying all day. Tania looked inconsolable and Sandra tried to comfort her, "Tania, I know something that will cheer you up for sure." Sandra had been hesitant of revealing her secret to her friend but she finally decided to tell her. "Nothing can cheer me up right now," Tania responded. "Wanna bet?" Sandra said. "Ok, what is it?" "Come home with me and I'll show you." When the girls reached Sandra's home, she told Tania to wait in the living room until she prepared the surprise. "Ok, it's ready! Come on up..." Sandra called from her room. Tania walked up stairs, wondering what the big secret was and as she entered Sandra's bedroom, she saw this huge white animal like a giant caterpillar that was at least five feet long and three feet wide. At one end, the creature had enormous tentacles about ten feet long and two inches wide that moved around like snakes. Tania opened her eyes wide and said, "Oh my god!! What is that?" "Relax! It's my pet. It is harmless." The air in the room was already saturated with chemicals, disguised with the creature's sweet aroma. Sandra walked closer to the alien and caressed its skin, "See? It won't hurt you." Tania stayed by the door and said, "I've never seen something like that. Where did you get it?" "I found it. It most come from Africa or something like that. Come here, touch it." "I'm not touching that!" Tania answered with true apprehension. "Oh! Come on! It's skin feels like velvet. You have to feel it." Sandra walked over to her friend and grabbed her hand, pulling her toward the alien. Tania walked reluctantly behind her friend and stopped two feet away from the animal's bulky body. The alien felt the female's presence and silently released a huge amount of gas in her direction. After the creature's experimentation with Sandra, it knew exactly what chemicals to use for subduing a human female. Sandra was aware of this and held her breath. A few seconds later, Tania felt her legs go soft and fell down to the carpeted floor. Tania was looking up at Sandra with a vacant stare, not capable of thinking straight. She felt dizzy and calmed at the same time. "You will feel so much better in a moment," Sandra said trying to reassure her friend. Sandra quickly undressed Tania until she was lying fully naked. Tania's body was thin but her breasts were bigger than Sandra's. She really looked like a model from a magazine with flawless skin and a great tan that combined well with her black hair and big blue eyes. There were no bikini lines, which made Sandra wonder how she managed to sunbath naked in their small town but she could ask about that later; now it was time for Tania to enter a whole new world of pleasure. One of the tentacles moved over Tania's face and hung in there for a moment, sensing, analyzing the new guest. Tania looked at it with empty eyes but there was still a hint of fear in her expression. Her mind was spinning around but her natural apprehension of snakes kicked in as she saw the tentacle, What's going on? I have to get out of here, Tania thought She regained some of her strength in her legs and she started to rise. At that moment, the tentacle reached down and spilled a gush of fluid right into her mouth. When she tried to spit it out, Sandra jumped forward and kissed Tania forcing her to swallow it all. The substance did its job swiftly and in seconds Tania was kissing her friend back. Her confused mind still recognized that she was doing a bad thing, kissing a girl but it felt too good to stop. Heat waves began to travel through her body while the dueling tongues battled each other. Tania's nipples swelled as she threw her arms around her best friend. Meanwhile, the tentacle moved beside the girls and positioned itself pointing upwardly, starting from the floor. Sandra understood what the creature wanted since she had seen it take the same position many times before. She grabbed Tania by her wrists and helped her stand up. Then, she shifted her friend until she was standing right above the tentacle with her flimsy legs lightly spread. Tania had no idea what was going on but it felt good to be handled so gently by her friend. She felt Sandra pushing down on her shoulders, forcing her to flex her knees. Tania looked down with glassy eyes and saw the slimed tip of the tentacle right below her pussy. She threw her arms around Sandra trying to avoid the penetration and looked up to her friend whispering, "What are you doing? Please let me go..." "You will be fine, trust me. In a minute you won't even remember your stupid boyfriend," Sandra responded. Tania was pushed down until the tentacle touched her vaginal lips. The hot member sent a lightening shock of pleasure right into her brain as the teen gasped loudly. The bulbous head of the tentacle parted her cunt lips and slowly entered the tight cavity. The lubricated tip of the thick tentacle slid in easily. Tania looked down with half opened eyes, feeling how her body yielded as the tentacle penetrated her inch by inch until her knees reached the floor. Once the young woman was kneeling on the carpet and balanced by the big shaft that impaled her, Sandra released her friend's shoulders and stepped back to watch the show. Tania remained motionless on her knees, displaying an indescribable expression on her face. It was confusion, fear and incredulity at the same time. The large appendage was buried eight inches inside of her pussy. As the seconds passed, her face slowly changed reflecting hints of passion that replaced the fear. Continuous blissful shocks traveled back and forth through her body. Unconsciously, the teenager spread her knees wider forcing the tentacle a couple of inches deeper. Slowly, the girl began to thrust up and down on the large phallus as she rotated her hips in circles. Tania started moaning softly with every move. The creature sensed the surrendering of the female to her own desires and started to slightly move the tentacle in the opposite rhythm of the woman, further increasing her growing rapture. Sandra's nipples became erect as she heard squishy and erotic sounds coming from Tania's pussy. Her own pussy started to moisten as she unconsciously began to rub her clitoris. She watched Tania's excitement rose, her remaining self-control disintegrated, submitting to the glorious feelings that now overpowered her whole being. Every time Tania moved down on the fat cock, Sandra could almost distinguish her friend's belly expanding to allow the penetration. She could almost feel it herself. Tania increased the pace, slamming her pussy against the phallus again and again as her head revolved freely on her shoulders. She rode the beast hard for several minutes while her hands found the aching nipples that desperately cried for attention. Cries that seemed to escape through her mouth in synchrony of her movement... "Ahhh ahh ahh ahh ahh... God...ahh ahh..." Suddenly she stooped moving completely for a second, then looked up with glassed eyes and let go an incredible squeal of passion as a powerful orgasm shook her body relentlessly for at least one minute. Her arms reached out and her hands clasped the air as the spasms expanded out from her cunt. Her legs trembled around the large rod plunged between them. Sandra watched her pretty friend shaking under the bliss of climax and listened to the lust in her cries, her own blood getting hotter as her heart pumped fast in her chest, her pussy flooding with juices that dripped down her thighs. "Yes Tania, fuck it, make it fill your body..." she urged her friend with lustful glee. Tania recuperated fast from her orgasm. Motions returned and she grunted and moaned as she squashed her pussy hard against the tentacle, her tongue barely sticking out of her mouth. She bumped her head up and down and her hair battered around with the same pace of her humping. She trembled as an endless series of blissful pulses traced their way up and down her trim body. Sandra was about to explode while she watched the image presented to her. Her left hand rose to her swollen, sensitive breasts and she began to rub her fingers across her hard nipples. She looked down on Tania with passion in her eyes as she breathed heavily. The sweet smell spreading throughout the room just increased her lust; she knew that she was about to come just as if she was the one being ravished. "Aaaaahhhhgg!" Tania screamed as the creature caught her by surprise, burying another tentacle up her ass. The new limb was not as thick but Tania felt like being penetrated by a baseball bat, even as it burrowed just a few inches at first. Everything became still for a second. Tania felt a strange sensation of pleasurable pain coming from her asshole. But the heat irradiating from her crotch was too much to analyze the situation. She began humping again, quickly becoming used to the second rod in her body. But this tentacle was not just sitting there, like the first one, letting the teen ride it at her own pace. This tentacle pushed a little deeper every time she plunged down and soon it was stroking her ass fast and deep. In less than a minute, Tania was cuming harder than she imagined it was possible. Multiple orgasms came crashing down on her nonstop, one on top of the other. She was cuming mindlessly. Shivering, shattering and moaning, overwhelming her mind and sending her entire body in endless convulsions. She was losing her mind. "Aaaaaaahhhhhhhaaaaaaaahhhhhh!!!...yeeeeeeesss!!" That was all Tania could say before she fell momentarily unconscious and dropped back onto the carpet, facing up, her body still impaled by the two huge appendages. She regained consciousness moments later, realizing that she was no longer pacing the situation. In reality, she never did. The beast had been always in total control. As she realized this, two tentacles had wrapped around her thighs and lifted her hips high off the carpet, her back arched and her legs spread wide. The teen's belly heaved to accommodate the creature's limbs, still pumping in and out of her, one with opposite rhythm of the other. Loud slurping noises filled the air and Tania screamed as her body flexed, shuddering deliciously with unrestrained passion. Sandra was right - she no longer cared about her stupid ex-boyfriend, her past life, or anything else. She cared only for those delicious sensations coursing through her whole body at this time. "Aaahhhrrrgggg...!" Tania screamed in total ecstasy when, with a wet popping sound, the front of the tentacle slide past her cervix and slithered all the way into her womb. Sandra was surprised how well her dear friend was taking this first violent encounter with the creature. She remembered how delicate the beast was with her the first time in comparison with the rough actions on Tania. Sandra watched her friend's breasts swinging back and forth as the animal fucked her. Legs stretched wide and limp, feet swinging freely over the floor. Other tentacles wrapped against her legs to keep her in place as the two poles pushed hard inside of her, one in, the other out and vice versa. Every time Tania's belly expanded, grunts came out of her mouth and she shuddered uncontrollably. Her body and soul broken completely and her beautiful blue eyes fixed upon eternity in a glazed stare. The look on Tania's face couldn't fool anyone; she was obviously having the ride of her life. Her body trembled on the verge of another incredible orgasm with the drooling phalluses between her legs driving her on. Sandra, one hand in her clitoris and the other in her nipple, also trembled uncontrollably as she watched, hypnotized by the exertions of the monster at Tania's crotch. Incredibly, Tania was encouraging them to go further as she pushed herself against the rods with the remaining strength she had. She tried to catch her breath and scream but the strokes were so fast that she could just barely grunt and snort. Thick transparent fluid ran in streams down her legs to drip onto the floor from her ass cheeks and her toe tips. Sandra felt the hints of her own orgasm teasing, nibbling at the very essence of her soul. Her beautiful eyes and ears filled with the extremely erotic scene in front of her and the squishing and slurping sounds coming from it. She felt her mind connecting with Tania's as the beast thrashed like a piston ruthlessly inside her tight pussy and ass. Tania was oblivious to the world around her. The sensation coming from her pussy overcame any other though in her brain. She desperately tried to remain conscious, as she knew that something was about to happen. Something that would send to her to a blissful place of pleasure yet unknown to her, she knew it, she was dying for it. She felt the fat tentacles slow down and begin to swell. Her face relaxed for a second as she lay trembling on the edge of her climax. Then her eyes rolled back into her head and her pussy clenched hard around the cocks. The tentacles began to vibrate as they bloated, along with Tania's belly. Finally, they both exploded at the same time! The beast blasted pints of semen inside the fragile teen as its cylindrical body contracted again and again. Tania's whole abdomen expanded for a moment, full with the animal's fluids, until it could contain no more and gushed out a torrent of sperm, forming a large puddle of white sticky goo that spread all around the girl. Tania convulsed fiercely, bouncing her body up and down and lifting herself completely from the floor. Her legs kicking hard to each side of the tentacles and her fingernails buried into the carpet. Tania finally found the air to scream as she continued jerking in spasms that traveled at light-speed from her twitching vagina to her brain and back. She felt her womb expanding again as more liquid flooded inside of her. She wanted to absorb every drop of cum poured in but it was just too much and it escaped both of her holes in great amounts. Finally the beast loosened its grip on Tania's legs and the limp girl dropped to the floor, splashing the semen accumulated beneath her. Her belly was full and bloated with sperm. Sandra was only able to witness the erotic spectacle until she heard the first load of semen bursting into her friend. After that, her own orgasm obscured her mind and gained control of her body. With one hand rubbing her clitoris frantically and the other squeezing her breast, she felt her knees go weak and quiver as her pussy twitched harder and harder on itself. She let out a piercing cry, finally exploding in a long awaited orgasm. Sandra's legs shook uncontrollably until they caved beneath her and she crumpled forward over her friend's body, which was already lying unconscious on the floor. Sandra's face and breasts smashing into the swollen abdomen of Tania. Sandra's spasms slowly faded away until she was able to reclaim control of her body. She was hungry for the taste of cum, her addiction, and she sucked greedily at the slime-covered carpet around Tania's form. Then she licked the wonderful tanned flesh of her beautiful friend from her breast to her pussy. She sensed the warm fluid churning inside Tania's belly and wished she could reach in and suck all that delicious sperm out of its warm confinement. Sandra slowly raised her head as she heard the squishy gelatinous sound of the tentacles retrieving from Tania's sore holes. There were still dripping cum over the floor. Sandra stared at one phallus just inches away from her face, amazed of how much her little monster-pet had grown in the past few weeks and even more surprised of how much of that fat tentacle could fit inside Tania's slim body. She grabbed the tentacle and started licking it until the surface was clean and then she put it into her mouth, trying to suck out the remaining semen inside of it. Tania regained consciousness at the feeling of something stinging her insides. It was not hard enough to hurt but something was definitely happening inside of her. She saw Sandra beside her, busy with the tentacle, squeezing it down and forcing the remaining cum into her mouth. Sandra noticed her friend waking up and, pulling the tentacle out of her mouth, dragged herself on top of her friend. Tania opened her glassy eyes and looked up at Sandra, confused, not sure what had happened to her. Sandra let her body weight press down on Tania as she kissed her passionately, rubbing her abdomen on Tania's belly. Sandra knew what kind of changes were taking place inside of her friend's body as she had suffered the same changes herself. She was not sure how much time it was needed for the transformation to be completed but she was determined to find out. "Give it to me Tania! I want it! Give it to me!" Sandra pleaded to her friend. Tania had no idea of what her friend was taking about but her body massage felt soothing and relaxing. The teen started to moan softly, deepening in some sort of trance, as she lay limp on the floor. Sandra continued to hump her friend with a rhythmic motion until Tania arched her back and gurgling noises escaped her mouth. Seconds later, a white fluid started to dribble into Tania's mouth from her insides. The substance filled her oral cavity until it overflowed and oozed down the corner of her lips. Sandra kissed her friend again, sucking and swallowing the semen that was coming out. Every time she pressed down on Tania's belly, a load of cum was pushed out of her mouth. Tania gargled the fluid as she breath, sending bubbles right into Sandra's sucking lips. These kept going for a long time until Tania's stomach flattened to its original seductive shape. On the contrary, Sandra's belly was completely full now. She got off her friend and crawled closer to the beast. She sat on the floor and spread her legs wide, ready to feed her new alien lover. * * * Tania came out of her trance later that afternoon and found herself lying naked on Sandra's bed. Sandra was sitting on the coach near the bed, looking at her. "What happened?" Tania asked. "Don't you remember?" Sandra responded, signaling to her left with a nod of her head. Tania looked of that direction and saw the big dormant monster just a few feet from her. She sighed and jumped, scared, remembering the creature spraying some gas on her face and everything becoming blurry after that. Then, slowly, everything else came back to her memory... sitting on the large tentacle; the double penetration; the orgasms... yes...the endless series of mind-blowing orgasms. That beast gave her the most incredible fuck in her life and the greatest orgasms she ever experienced. Tania's nipples swelled at the very thought of if. She blushed as she turned to look back at Sandra and asked, "What is that?" "Honestly, I don't know" Sandra responded, "I found it in the woods several years ago. It wasn't as big as it is now but it has been growing in the last few weeks. The Caterpillar "But I know one thing" Sandra added "This creature can fuck a woman better than anyone or anything else in this world; I guess you can corroborate that. And all it wants in return is that we let it feed from us." "I've never seen anything like it... It looks like a giant caterpillar. Wait! What do you mean by let it feeds from us?" Tania asked, not liking the sound of it. "Well, I have been 'playing' with it for some time now and I have learned that this thing fills my body with some whitish fluid, semen or whatever, using it's tentacles. Then, a white thick substance comes out of my body that this creature seems to absorb using other tentacles. It has been feeding from me for the past few weeks but now it is too big and I really need someone to help me or else I will die from exhaustion. That's when I though of you.... Do you hate me?" Tania thought about for a moment. She felt a little dazed and confused but overall she felt good, she felt very good. A single idea formed in her head, that was the best fuck ever. "I guess I don't hate you." Tania responded quietly. Sandra extended her explanation, "I have no idea how the creature those it but I guess that I have being transformed inside. And so have you. Our digestive and reproductive systems are converted in one effective food factory. The semen is quickly modified inside of our bodies and when it is ready, it can be sucked out from us." "I have never seen an animal like this one... you do realize that this could be something from another planet?" Tania asked trying to find a logical explanation. "Maybe," Sandra answered "But if it is, I don't care. This is my pet and I have no intentions of giving it away... or should I say that it is our pet?" Tania just smirked wickedly and responded, "Yess! It is our alien-pet now!" At that moment, the mouth of the monster opened again with a squishy sound and the huge tentacles came out slowly, waving toward the girls. Sandra and Tania look at each other and smiled. The rest of the afternoon and part of that night, only moans, pants and screams of pleasure could be heard in Sandra's room. The Second Recruit In the following weeks Sandra and Tania became closer than ever. Every day they found it more difficult to wait until the last hour of school to run for Sandra's room and play with their alien friend, which was getting fatter and too demanding even for the two horny teenagers. The girls were already considering adding a new member to the 'caterpillar sex club', as they fondly referred to it. One day, Tania was sitting in history class unable to concentrate. Her mind was picturing one big fat tentacle pushing its way through her pussy to her brain. She was horny as hell and it was only 10 a.m. At the end of class, she noted that Emily Tanner was looking at her. Tania smiled and Emily looked down, blushing. Emily Tanner was a very shy girl. Although she was not very popular in school, she was not bad looking at all. She was a petite woman, with small breasts, short brown hair and very big hazel-colored eyes. Tania walked toward Emily. "Hi Emily, penny for your thoughts?" Tania said. Emily was surprised; the popular Tania Jacobson was actually talking to her. "Oh ...hi... I was just thinking ...I would tell you but it's too embarrassing," Emily responded, a bit bashfully. "Don't be shy. Tell me. I promise I won't tell anyone," Tania said, poking and coaxing the younger girl to tell her what she was so shy about. "Well... I was thinking that... I wish I could be more like you. Everybody likes you. You always have the best guys as your boyfriends." Tania saw the opportunity she was looking for. "Well, if you must know, the key is how you kiss them. If you kiss them the right way, you will have them at your feet." "Really? That's all? Can you tell how?? Please, It would mean so much to me," Emily pleaded. "Ok. Follow me. I can tell you but not here," Tania responded, in a hushed tone. Tania took Emily by the hand and walked to the gymnasium, and then behind the benches. "I brought you here because I won't tell you how to kiss the guys; I will show you," Tania said. "What? No... I couldn't," Emily said exalted. "Well, this is the only way to learn. But if you don't want to do it, lets forget about the whole thing and we will never talk again." "No, wait ... Ok, I'll do it. But you have to promise me that you won't tell anybody ok??" "Don't worry. I won't tell a soul. Now close your eyes," Tania said softly. Tania moved closer to Emily's mouth and barely touched the young girl's lips with her own. Very softly at first, she pressed a little more roughly putting her arms around her new friend. Emily reacted trying to push away for a moment but then; she let herself go and put her arms around Tania's waist. Tania push her tongue inside Emily's mouth and she moaned softly. Tania's pussy was on fire. She was holding Emily tightly, exploring every inch of her mouth. In return, Emily had her mouth opened sexily, astonished that one kiss could be so pleasant and welcoming everything her new 'teacher' had to offer. Tania felt the heat building up in her body, and waves of electricity traveled up and down her spine. Suddenly, she felt an involuntary contraction in her pelvic area, then another one, and before any of the girls could do anything, a big surge of white goo came up Tania's throat, out of her mouth and into Emily's. The teen opened her eyes wide as she swallow the substance, totally confused about what was happening. For a moment, she thought that it was only Tania's saliva. But it was too thick and sweet. In just a few seconds she felt dizzy. A few minutes later Tania broke the kiss, a thread of white slime just hung between both girl's lower lips. Tania looked at the Emily's glassed eyes and she knew she was in complete control. Even so, she wanted to play it slow and enjoy the moment. Slowly, she walked around Emily and stood just behind her. With a gentle touch, she kissed softly the back of Emily's neck and behind her ears. Carefully, she moved her hands over Emily's sides, up and down, with her hands barely touching the peripheries of each breast. With no sign of resistance, she moved closer so that her own tits were touching Emily's back. Then, pulling the white blouse out of Emily's skirt, Tania moved her hands slightly caressing Emily's belly. Touching stronger now, so moved her hands up in circles until she touched her breasts with her thumbs. She slid her hands around the girl's body and swiftly unhooked her bra. Then she moved her hands around again and began to unbutton her blouse. Tania knew that if she played it well, the innocent Emily could soon be the next member of the caterpillar sex club. Emily's head sank back into Tania's shoulder as Tania began her first assault on her tits, squeezing them and rubbing her nipples with her fingertips. Tania increased the pressure slightly as Emily's breathing deepened in her ear. Tania knew she had Emily under her sexual domination. Turning her head to look at Emily's face, Tania saw her big almond eyes focused on infinity as she leaned back lost in pleasure. ''Take off your skirt, darling," Tania whispered hotly into Emily's ear. As if in a dream, Emily did what she was told obediently, legs slightly parted, still facing away from the girl who was manipulating her in ways anybody had ever done before. The petite young woman was a vision, standing there with her exposed torso and tiny panties. Tania removed Emily's panties and began to caress the teen's pussy lips, barely touching her skin. Emily moaned softly as her lubricating juices damped Tania's fingers and she took advantage of this by introducing one finger in the teen's anus. Emily quivered with this novel feeling, parting her legs a little wider. Tania moved to one side of Emily and with one hand she caressed the teen's clitoris and the other kept fingering her anus. Emily was just standing there helplessly, moving her hips back and forth, unable to decide what to do with her hands. After a few seconds, Tania moved her hand down Emily's slit and inserted a finger into her moistened vagina. The possessed teen was now been fingered in both holes and she was panting heavily, not caring that someone could hear her from beyond the gymnasium benches. Tania started to rub Emily's clitoris with her thumb while her middle finger slid in and out her pussy. This probed to be too much for the teen, as her legs flexed until she reached the floor. Tania followed her without removing her fingers, probing, rubbing and massaging the sensitive parts of her innocent captive. Tania increased the pace of her administrations as Emily lost control of her body. She was on her hands and knees now and her arms began to shake as they threaten to drop her to the floor. Tania noted that Emily's orgasm was not far ahead and she inserted another finger in her pussy. The finger in the girl's anus was now buried all the way and Tania was just moving it around, further rising Emily's bliss. Finally, Emily screamed a piercing cry and fell forward, her legs shaking violently as a huge orgasm traveled across her body. Tania felt her fingers trapped in the contracting anus and vagina of the teen, which had her face on the floor, her ass lifted up and her mouth gasping for air. The climax passed and immediately Tania helped Emily to get on her knees again. Tania moved in front of the kneeling girl and removed her own panties. Then, she grabbed Emily's head with both hands and pulled her face closer to her pussy. The teen just stood there frozen for a moment with her arms hanging limp to her sides. But unexpectedly, she leaned forward slipping her tongue out and slightly licked Tania's clitoris. The warm feeling of such an innocent girl licking her pussy sent a violent jolt of electricity directly to the center of Tania's brain. Emily started to slide her hands up Tania's legs until she reached her ass cheeks. Then she pulled hard on Tania's body, burying her face on Tania's crotch and began licking and sucking her pussy mindlessly. Tania's vagina was already on fire even before Emily's touch and it didn't take long for her to exploded in her own forceful climax. Her toe tips lifted in the air and her whole body began to spasm violently as she managed, with great effort, to remain standing up. Tania knew that the chemicals already dominated Emily's mind but it was not enough yet, so she tightened her shaking legs around Emily's head and with each strong contraction of her abdomen, large gobs of white thick fluid began to pour from Tania's vaginal cavity, splashing right into Emily's face and mouth. Emily, submerged in a sexual frenzy, welcomed it and swallowed every drop as if her life depended on it. And in a way, now it did. Emily was introduced to the creature that same afternoon. She barely struggled when the first tentacle approach her and penetrated her virgin pussy. After that, she belonged completely to the beast. Emily lost consciousness halfway of the overwhelming fucking session. It was amusing for Sandra and Tania to watch the delicate and helpless body of the brunette just be dragged around the room with a giant tentacle buried in her pussy and another in her ass as pints of semen were pumped inside of her and then coming back out of her holes spraying everywhere. The caterpillar sex club had a new member. Mom Got Curious Sandra's mother was Elizabeth Jennings. People called her Eli. She was a natural blonde as her daughter but her eyes were green instead of blue. In fact, everybody said that Sandra was identical to her mother except for the color of her eyes. The age difference was not so great also as Elizabeth got pregnant when she was only 16 years old. She raised Sandra by herself and never got married. She was now working as an aerobic instructor, which became evident just by looking at her tight and firm body. After several days of observing Sandra and her friends locked in her daughter's room until late at night, Elizabeth became a little suspicious about what they were doing in there. Sandra had told her that they were just playing computer games, chatting in the Internet and things like that. Eli wanted to believe her but she wasn't totally convinced. She noticed that Sandra was not eating well lately, so she decided to look around her daughter's room. Sandra came home alone that afternoon. Tania and Emily were busy with each other somewhere in the school. Sandra saw her mother's car parked in the garage and thought this was not convenient at all. She would have to keep it quiet this time. She walked up the stairs and saw that the door of her room was open. She entered the room just to see one of the beast's tentacles bearing down on her mother. Eli was lying on the floor, fully naked and her face was covered with transparent slime. Eli looked scared as the enormous tentacle waved above her. She wanted to run away but she couldn't move. Her legs wouldn't respond to her and she felt too dazed. As she turned her head to look at her daughter entering the room, the creature's tentacle plunged forward into the woman's vagina. She screamed at the huge intrusion and arched her back, her pussy being stretched further and penetrated deeper than ever before. The tentacle had hilted ten inches inside of her with the first stroke. Eli looked down at her crotch, pain and pleasure overwhelming her senses, and she could almost see the phallus' shape bloating her flat belly. The presence of her daughter in the room was now oblivious to her. The creature pulled all the way out of Eli's vagina just to push in again. Eli screamed but this time the pleasure was clearly overcoming the pain. Then again, and again. By the forth thrust, the chemically altered mind of Eli was being pushed into heights of joy yet unknown to her. With each long, slow penetration, she would let out a loud grunt and as the tentacle pulled out, she followed it with her body trying to keep it in. The animal continued its rhythmic humping for several minutes, Eli's orgasm quickly coming closer and closer. Sandra walked to her mother, mixed emotions circling in her mind. For a moment, she wanted to pull her mother away from the beast and keep her out of this, but the sight of another woman - any woman -, being ravished by her alien-lover was too erotic for her constantly horny state of mind. By the time she kneeled beside her mother, all she could see was another female useful for the creature... her creature. There was nothing she could do anyway, the alien owned her mother already. Eli felt her climax started to build in her belly. When the tentacle pulled out, she new the next thrust would be the one to send her over the edge. She wanted it more than anything else in the world. But then, nothing happened. The phallus she desired so much didn't enter her. She opened her eyes, confused and frantic, and saw her daughter kneeled at her side, with a strange grin on her face, holding the tentacle just a few inches away from her pussy. Desperately, Eli thrust her hips up hoping to impale herself with the phallus but Sandra pushed her back to the floor with her other hand. Eli then moved one hand towards her dripping pussy trying to massage her clit. She wanted to cum not caring how. But again her daughter stopped her by pinning her hand down. "Please! It's been so long. Let me finish, please!" She begged. Sandra bent down, her tongue sticking out and landing on her mother's sensitive breasts, flicking around them, increasing Eli's pleasure but just not enough. Then she moved up and kissed her mother's full lips. Almost involuntarily, Eli opened her mouth and before she knew, she was swallowing a thick white fluid pouring down from Sandra's mouth. Eli didn't understand what was going on but deep in her mind she knew this was not right. She didn't care. The malice of the whole situation was just busting her libido. She wrapped her arms around Sandra's back pulling her closer so their breasts were rubbing one another. Sandra knew she was now in total control and she let go the tentacle, which immediately buried itself back into Eli and resume its hard pumping. Sandra ended the kiss and moved back to watch the show. Thrust after thrust the creature sank into Eli's warm cavity. The woman rocked her body in the opposite direction, ensuring that every possible inch of the phallus penetrated her. Deep moans and cries echoed in the room, as an orgasm unlike any other was growing inside of her. The creature was also closing in to discharge itself. It's pumping getting faster and faster. Lubrication fluid frothing from other tentacles was flying off, often splashing onto Eli's tits or face where she would try to lick it off. Eli was now panting and groaning like crazy, her body being pushed about by the creature's increasingly violent humping; each thrust squelching inside of her before pulling out. The animal pushed itself inside of her one last time before halting completely, and finally it exploded. Eli felt the phallus spasm, once, twice and then her womb was filled with its warm semen. The hot liquid filled her belly in seconds and this new, overwhelming sensation sent her into tremors of pleasure, her own orgasm exploding throughout her form, one long groan of joy escaping her lips. The semen was now escaping from between the tentacle and Eli's pussy, spreading through the floor. For over a minute the girl shock and contorted with ecstasy and the animal covered her body in cum, until finally they both were done. The show was so exciting for Sandra that she couldn't just stand there. She jumped between Eli's legs and pulled the tentacle out with a squashy sound. Then she attached her mouth to her mother's cunt lips and sucked out as much cum as she could. Eli moaned softly as small spasms quivered through her belly every time her daughter's tongue met her pussy. * * * One hour later, Tania walked into the room and saw Eli lying unconscious on the floor and Sandra was lying on her bed with her belly clearly swollen with cum. "What happened here?" She asked surprised, "The creature finally fucked your mom?" "It was just a matter of time," Sandra responded, "sooner or later she had to join us. We are going to need to whole house pretty soon." "Well, with that gorgeous body, I can't blame our naughty white beast to fuck her brains out," Tania said, "And what happened to you?" "I got a little carried away and I'm as full as I can get," Sandra responded. "Well in that case, we have to do something about that," Tania said walking toward the bed. She jumped to the middle of the bed and laid flat on her back. Then she pulled Sandra on top of her and wrapped her arms around her body. They stared at each other for a few seconds and then locked in the most passionate kiss. Tania moved her arms around Sandra's lower back and embraced her tighter, then, with her middle finger, she started to caress her friend's anus delicately. It just took a few minutes for Sandra's belly to start having mild contractions. Soft gasps escaped her lips and thin threads of cum dribbled from her mouth into Tania's, who captured and swallowed the fluid slowly as it fell down. Tania heard a loud squishy sound and felt something pushing her finger aside. Sandra screamed breaking the kiss and threw her head back violently. Tania moved her head to see what was going on and saw a large tentacle probing Sandra's anus. The tentacle started to move back and forth, entering the tight hole one inch deeper every time. Sandra's eyes glassed over as she stared at the headboard in front of her, once again submerging into trance. She grunted every time the creature pushed forward and with every stroke, a large gob of cum fell from her mouth over Tania's face and chest. This went on several times until Tania was completely soaked in sperm. The Caterpillar Tania enjoyed her friend's rocking on top of her, skin rubbing on skin, slippery with the white cream falling down all over. Tania's need for sperm grew every second until she couldn't wait anymore and pulled Sandra's head down in a way that her lips were just on top of Tania's, who tried to swallow every drop of the precious liquid. Soon after, Tania felt something worming between her legs and immediately knew what was bound to happen next. It was feeding time for the creature. The special tentacle approached Tania's pussy and attached to her vagina, engulfing her whole crotch almost from her belly button to her lower back. The smaller tendrils inside the sucker gripped tight on her inflamed clitoris as three more tendrils plunged remorselessly into her gaping cunt, stretching the vaginal walls while another one was penetrating her ass. Everything was designed to drive her body into high planes of ecstasy as quickly as possible, consequently driving the teen into a series of hard climaxing spasms and forcing her to discharge the biggest amount of food the greedy alien could absorb. The tentacle fucked Sandra's ass faster and faster, pulling and penetrating ten inches every time. Tania could feel her friend's belly heave with every thrust which was followed with a load of cum pouring out of Sandra's mouth and into her own, then followed by a sucking motion from the tentacle attach to her pussy. This went on for a while until Sandra's belly was almost empty. Just then, the tentacle in Sandra's rectum stopped its motion for a second and exploded like a fire hose inside the teen, filling her body again in an instant. This overpowering sensation drove Sandra to her own orgasm, sending her body into wild spasms, contracting and shaking. It extended for a long time as the creature resumed the fucking of her ass. This time, the whitish liquid was being pumped inside of her continuously. Tania was also overwhelmed, swallowing the constant fluid of transformed semen bucketing down from her friend's mouth. She was desperately trying not to loose consciousness from the incredible feeling of the creature, which was using her shuddering body like a food dispenser. Her brain was in a blaze of lust. She knew she could not last much longer under that kind of treatment. Finally, the end came. Lights exploded behind her eyes with her last orgasm as she arched her body, lifting Sandra with her. Next, her strength faded away slowly, along with her mind. * * * Later that night, Eli woke up still confused about what happened earlier. She looked around the room and saw her daughter and Tania, sleeping one on top of the other; her naked bodies completely limp after hours of performing the unbearably pleasuring duties of feeding the beast. Eli turned her head around and looked at the monster. She stepped back scared, but calmed herself when she realized it was dormant, or at least it was not moving. She slowly walked toward the creature and touched it carefully. It was still coated with the transparent slime and some of it smeared her finger. It smells delicious, she thought. She put her finger into her mouth and the taste immediately made her nipples swell. The sweet strange savor instantly brought back the feelings of the incredible orgasms that drove her unconscious a few hours ago. She remembered what the beast had done to her earlier and how much she had enjoyed it. "What is this thing?" She asked herself, "No wonder Sandra stays in here every night! Well, I guess she won't have to lock her room anymore." She walked toward the bed, leaned over and kissed her daughter in the cheek. Then left the room and took a long warm bath. The Offspring Weeks passed and Sandra's room was always busy. On one occasion, Tania was sitting on Eli's face with a tentacle down her throat as Eli's vagina was firmly attach to a suction tentacle. Emily was working on a new girl, Sofia. She had just arrived from Spain as part of a student exchange program. She was also 18 years old but she appeared to be younger with her small complexion. She had a Mediterranean look with black hair and light brown skin, which contrasted with her big green eyes. Earlier that day, Emily gave her a glass of "special yogurt" and Sofia was more than willing to experiment new things with her friend. Emily led her into Sandra's room and the European girl froze over when she saw the big monster. Without saying a word, Emily started kissing and caressing her. Sofia was soon distracted by her friend's ministrations and in almost no time at all, her chest heaved with excitement as her top was pulled off. Next, Emily unhooked her bra but Sofia caught it before it fell off her small breasts. "Don't be afraid.... It's going to be wonderful," Emily whispered in her ear. It was evident that the fluid administered to Sofia had already turned her on and her mind was dazzled. She considered the situation for a moment. Slowly, with trembling fingers, she concealed and let the bra fall to the floor. Emily was now an expert on the art of seduction and quickly brought her lips down to Sofia's bare shoulders and neck. The girl was enveloped in a mass of light kissing and blowing. Emily followed a looping path up her shoulder and neck and around her ears, moaning softly, then back down her chest, she took one of her nipples into her mouth, licking it gently. Sofia let out a gasp still not sure of what to do but clearly enjoying her friend's gentle touch. One of the tentacles moved undetected between Sofia's legs, lightly rubbing her skin as it slid up and down her inner thighs, teasing them open. Thinking that it was Emily's hand touching her, Sofia consented and spread her legs a few inches. The tentacle traveled up her thigh and stopped just outside her pussy lips. Sofia shuddered and looked down realizing it was not Emily who demanded access to her warm cavity. She immediately tried to close her knees together but the appendage between then prevented it. Sofia was trembling with fear but at the same time she was begging in her mind for the creature to worm its way inside of her. Suddenly, the tentacle pushed upward penetrating the teen with one firm stroke. The phallus seemed to slide inside her vaginal cavity effortlessly. Emily saw the petite girl throw her head back as she heard a squishy sound. She took two steps back to watch the foreign girl surrender to the beast. The rod continued to slide slowly in and out of her, pushing every time to get deeper access. Other smaller tentacles joined the action, rubbing small circles over her clitoris, and gently caressing her vaginal lips. Sofia looked down again, overwhelmed by the barrage of sensations. Between her small breasts, she saw the size of the tentacle that impaled her and followed its length with her eyes all the way to the mouth of the creature. She was still very scared, but the fear only seemed to increase her excitement. As the tentacle pumping motion accelerated, it induced her mind to transform the fear into erotic passion. After a few minutes, she closed her eyes letting herself move in synchrony with the appendage. After a while, the tentacle pulled out of her completely, leaving behind a tingling feeling of emptiness. One tentacle wrapped around Sofia's arm and gently pulled her closer to the beast. Then Emily saw something she had never seen before, a new kind of tentacle. It was translucent like the creature's fluid and it seemed softer. Unlike the others, it had smaller tubes within the main pipe. It also had protuberances all around the surface. The thing was waving around Sofia's pussy, like waiting for the right moment. Emily watched as the creature teased the beautiful Sofia. It was keeping the tip just outside the opening of her vagina. The girl parted her legs as an open invitation for the phallus and it finally shoved into the teen's velvety hole. Sofia opened her eyes wide and arched her back as an overwhelming sensation traveled from her pussy to her brain, almost making her loose her balance. Goose bumps covered her skin as she started to move her hips in tight circles as it inched up deep inside of her. The creature buried the new tentacle all the way to the bottom of Sofia's cunt, stretching her widely. Sofia seemed besieged. She was jerking her hips up and down in tiny circles, forcing more and more of the appendage inside while rubbing herself against the tentacles dancing over her clitoris. She seemed ready to burst. She was moaning and panting loudly until suddenly, the tentacle thrust itself with great force, piercing Sofia's cervix and smashing into her womb. The girl's mouth went silent and her eyes went blank. She could feel her inner organs been pushed outwardly throughout her body. Emily watched the show intently, jumping up and down on top of another tentacle. Sofia seemed to be growing more frantic every minute. One of the tentacles caught Sofia's neck and gently forced her to bend forward bringing her to her knees, the translucent phallus still jammed deep into her body from behind. The girl's face was covered in sweat and her glazed eyes were lost in eternity. She did not protest as the beast pushed another big clear tentacle into her mouth. Emily could see that this phallus was way too long to fit, but to her surprise, the thing plunged forward relentlessly, burying deep beyond Sofia's throat. Sofia's eyes shot open. She was impaled at both ends, sandwiched between two enormous tentacles. The member in her mouth stretched her jaw wide open and easily passed twelve inches into her throat and esophagus. Sofia's body jerked as she held the tentacle with both hands, and Emily couldn't tell if she was trying to pull it out or push it in deeper. Meanwhile, the rod hammering her slit started shifting its rhythm, picking it up considerably, until it was squishing beads of slime all around the place. The new assault seemed to have the desired effect, causing Sofia's eyes to flutter. Moments later, Emily saw a whitish liquid begin to bubble inside the base of the translucent tentacle, just outside the creature's large mouth. It was an intense white that almost glowed, and it was accumulating in great quantity. The creature's entire reproductive system came alive for the first time: pumping, mixing and preparing. The organ swelled at the base until it was like a water balloon ready to pop. Then Emily watched amazed when, with one strong contraction, the glowing liquid shot through the tubes inside the translucent phallus and disappeared within the young girl's pussy. Sofia's eyes opened wide, and kept getting wider and wider. Her whole body tensed stiff as the viscous liquid continued to spray into her, absorbing into the cells of her body and causing some kind of incredible chain reaction. The girl absolutely screamed into the shaft in her mouth. The orgasm looked so intense that Emily thought she could feel it too. Emily was so mesmerized by Sofia's exertions that she almost forgot about the phallus stroking in and out her own pussy. Involuntarily, she began to thrust her hips back as she watched Sofia's body convulse. She could see another load of whitish fluid being to accumulate on the base of the other tentacle as well. Emily couldn't help but feel a sudden rush of lust as she watched the white fluid shoot down into Sofia's opened throat. She was swallowing eagerly everything that went into her. The girl was becoming totally overwhelmed. Her eyelids started to sink together as the thing continued to pour more and more of its sperm down her throat. Then, the image of Sofia's trashing became blurry in Emily's eyes as she also exploded in a big orgasm, "Ahhhhhhgggghhhhh!! God Yes!!!" The two tentacles finished pumping the bright fluid and pulled out of Sofia, letting her drop to the ground where she remained limp, panting heavily. Then, two of the regular tentacles picked the weak teen by her arms and force her to stand up, dragging her beside the huge mouth of the creature, where she leaned on the side of the beast and managed to rub her beasts on its slippery skin. The girl was feeble but incredibly she was still horny. And luckily for her, the creature was not done yet. The tentacles turned the teen around to lie flat on her back against the beast's bulk. She could not seem to hold still, but kept shifting around with small spasms. Whatever the creature had pumped inside of her was causing an arousing effect because she kept babbling and grunting while her hands roamed her body, clutching at her abdomen. The translucent tentacle once again moved close to her and stopped right outside her pussy. She looked down and spread her legs. It darted forward eliciting a throaty moan from the girl as she was once again deeply penetrated. For a few minutes it continued to thrust, squeezing itself in deeper and deeper. It continued to drive into her, even after it reached bottom, forcing her breathe out in little gasps. The portion of the tentacle buried inside Sofia was so huge it seemed impossible. Oh my God, it is trying to pass through her completely? Emily thought as she watched the scene a few steps away. She could even see a slight bulge in Sofia's upper abdomen as the thing pushed into her deeper and deeper. Then, the whole tentacle flipped over, bringing the dangling girl with it. Her legs were still limp beneath her, but she was penetrated so deep, the tentacle kept her in an upright position, her breasts rubbing against the creature once again. The thing kept moving in quick in-out motions. Emily had now a perfect view of Sofia's rump. The girl seemed delirious. Her head was sailing back and forth with each thrust, sending her hair fluttering around in quick waves. Her voice was hoarse and throaty as the air was expelled from her lungs in continuous grunts. Waves of electricity seemed to be rippling through her like little tremors, but she was obviously building towards something tremendous. Then, the second transparent tentacle closed down behind her. Emily gulped as she considered the situation. If the animal did what she thought it was going to do, this was going to be the end of Sofia. It had been just too much for this poor girl. The tentacle lowered itself until it was poised right outside Sofia's virgin anus. Emily hardly dared to breathe. Then it pushed forward very, very slowly. The petite girl immediately stopped moving, tensing her body as she felt this new rod pressing at her back orifice, demanding entrance. The pressure was steady but relentless until it overcame her resistance and pushed past her sphincter. Her eyes opened wide as she felt the thing invade her insides. The tentacles flipped her over again and it was then that Sofia shot a glance at Emily, standing in front of her. The girls held eye contact, as Sofia's body started to quiver. Her eyes never left Emily as she slowly, tentatively, resumed her thrusting, circling her pelvis against the things below her and allowing the rods to enter deeper and deeper. Emily almost exploded into climax herself, her heart leaping into her throat as she watched Sofia slowly lose her grip. The girl was holding on the very edge of a final, devastating orgasm. The creature in her ass began to move up and down slowly. The girl's eyes started fluttering and her lips blew one continuous moan. It looked like the girl was so overwhelmed that she was having trouble even drawing breath. She began to gasp and tremble deeply. Liquid started building up again in the base of the tentacles, bubbling up and sporting an intense white. For a second there was total silence. Emily felt her skin crawl with chills from the tension. The phalli under Sofia pushed forward for one last time, impaling her deep in both holes. Emily watched the tentacles shoot their sperm into the pretty teen at once, especially the one in her ass, who seemed to be pumping great wads into her. The moment the viscous liquid entered the girl she went berserk. Sofia arched her back sharply, throwing her head backwards and gasping loudly. Her hands shot straight out to her sides, her fingers straightening, her palms turning white from the strain. Her eyes slowly rolled up into her head as she cried out in the most incredible orgasmic release Emily had ever seen. As she held her hands there, her body seemed to spasm, her hands clenching and unclenching in time to the wads of sperm shooting into her. Little streams of white cum began to come out the corners of Sofia's mouth as her body continued to convulse violently. Emily could not even imagine what her friend must have been feeling but she knew that the game was over. The girl was gone even before the creature had finished erupting; her body and mind were ravished, erasing her identity and turning her in a totally devoted host. The monster kept pumping all the same, jerking her body to get the last drop into her. In the end she simply let out a small, strangled moan and past out. Her arms now hanging limp, her head thrown back and her green eyes half open, staring at infinite, the young woman just hung there with the two tentacles still impaled inside of her, until they gracelessly pulled out of her and let her drop on the carpet. Emily immediately walked close to Sofia and started to press her belly, hoping to have a taste of that new type of glowing semen inside of the exhausted girl, but nothing happened. The fluid was not coming out as it usually did. This is weird. After all those gallons of cum pumped into her body, she is keeping it all inside! Emily thought. * * * During the following weeks, the creature gave special treatment to Sofia. It didn't let her out of the room and never penetrated her pussy. Her anus was another story. Everyday, one of the thicker tentacles penetrated her so deeply, that made all the other girls wonder how she managed to fit that huge thing inside her body. Every time the young woman was fucked, she reached a tremendous orgasm, with loads of fluid pumped inside of her, but like the first time, no semen was coming out, nor did the animal try to suck out what was ejaculated inside. This was causing Sofia's belly to grow bigger every day and now she was reaching the size of a seven-month pregnancy. At times, when Sofia was just lying alone on the bed, not being touched by anyone, not even herself, she started moaning and breathing heavily. Her moans grew loader for about twenty minutes until she reached powerful orgasms, her body contorting and buckling under the overwhelming sensations, until falling asleep from the fatigue. Sandra was extremely curious about Sofia's behavior and the special treatment she was receiving from the creature. One day she decided to find out what was going on. She grabbed Sofia and laid her to the bed. "What are you doing?" Sofia asked. "Nothing... just relax honey," Sandra answered. Sandra leaned over and kissed Sofia passionately. The young girl tried to push her away for a moment, hesitant, but seconds later she was kissing Sandra back, exploring her mouth. Eli was watching her daughter and soon realized what Sandra had in mind. Eli walked toward the girls and stood right beside them. She put her arms around her daughter's belly and began pressing softly. White cum began flowing slowly out of Sandra's mouth into Sofia's. The girl's eyes glazed after a few minutes of swallowing. Sandra moved her hand down to Sofia's pussy and inserted one finger. The Spanish girl moaned and pushed her tongue deeper into her friend's mouth. Sandra inserted two and then three fingers into Sofia's pussy. Sofia started to move her hips up and down. Sandra broke the kiss and kneeled beside the bed, her fingers still inserted into her friend's vagina. She started pushing her hand back and forth and positioned her fingers in a way that her whole hand was soon inside Sofia's tight cavity. The girl was now breathing heavily and moaning for more. It felt incredible for Sofia, as her pussy had not been touched since the creature fucked her the first time. In the meantime, Eli was caressing Sofia's breast while she kept an eye on the dormant creature. The Caterpillar With every stroke, Sandra's hand reached deeper inside Sofia's body. All the girls were now around the bed wondering about Sandra's intentions. When Sandra's wrist was three inches inside her friend's vagina, she stopped stroking and began pushing forward with one steady movement. Sofia's eyes rolled back and she arched her back as the intrusive hand slid into her womb. With her arm buried almost up to the elbow, Sandra opened her hand and started moving it inside the young girl's womb. And then she felt it! Her suspicions turned out to be true! A little caterpillar, just like the one she found in the woods a few months ago, was now growing inside the cute teenager. One week later, the pregnant Sofia was on a plane flying back home, with only one thing in her mind; a new caterpillar sex club would be forming soon on the other side of the world. The end.