12 comments/  123734 views/  121 favorites

Annie & Her Tentacles

By: TentaclesFTW



Contains tentacles, dick on girl (futanari), foot fetish, body distortion, cum inflation. It's quite extreme.

Lily. That's my name. I was just an innocent, lesbian young lady at some point in my life. A brunette with a curvacious body. I met someone, and then it all changed. Annie was the girl that I met, her hair was pink and she had the most feminine and sexiest body I ever saw. She was just so alluring. She seemed a lot like me, we got along well and quickly fell for each other, well at least I know that I did.

It was a hot summer night. We were making out in my bedroom, it was great. I live alone, not much company around except Annie. She was really getting into it, squeezing my breasts and rubbing my skin. Then she stopped and pulled her tongue out of my throat. She looked into my eyes and I stared back into her blue eyes. She started going on about what she wanted to do with me and how she isn't the most innocent girl I thought she was.

"Lily, I have things that I like and I'm afraid you'll leave me because of them."

"What things? Tell me, it shouldn't be to bad."

"I have fetishes..like.."

"What like, a foot fetish? Don't worry Annie, I've had experience with that and I love it!"

"Really? I'm so relieved, but that's not all."

"What other fetishes do you have?"

I looked at Annie and started to get worried. She then picked up my laptop and started to search up some videos on the internet. I couldn't believe what I was watching.

"It's...just something about a girl having a dick and fucking another girl.. just, ugh." 

"Well... umm.. I don't think I have any strap-ons.."

Annie clicked to another video, a tentacle porn where tentacles came out of a human female and started to fuck the other woman. I couldn't understand it, for some reason I was getting extremely turned on by it.

"Why... Am I getting turned on by this..?"

"Are..Are you really, Lily?"

"Yeah.. I don't know why."

It was then I noticed that Annie got on her knees and told me to lay down and relax.

"What if.. I was.. like the girl in the video..?"

"What.. how can you be.. that's impossible?"

"Would you be willing to let me? I don't think I can hold back any-- UGH!!"

I watched as Annie's back opened up, and out came 9 pink tentacles. I didn't know if I was scared or excited. Then from her tailbone, a larger pink tentacle grew across her anus then to her pussy. It was like Annie had a large pink cock, instead of a vagina. Her eyes were now pink, and I could see that she was shaking.

"I-I.. can.. I..?"

"What..But.. that.. thing is much too big.."

"I need your per-permission, Lily.. Or this'll be me taking you against your will.."

She put her hands on the tops of my knees and spread my legs, I could feel her shaking. I looked at the laptop, the girl was being fucked quite roughly, but pure lust was on her face and she was enjoying it. Maybe it felt really good? So I lay there, not moving an inch and let Annie do what she wanted with me.

"Go ahead then.."

Annie put on a huge grin, and lay down on top of me and kissed me. She then pulled away and stared into my eyes, hers was filled with lust. I could feel her hard cock pressing against my stomach, I didn't even know if such a large thing could fit in me, but there was no turning back now, Annie had lost her self control. I watched as her tentacles started to descend on me.

"These tentacles.. have huge cum loads. So be ready when I'm close okay? My cock has twice the amount of these tentacles."

"O-Okay.."

2 tentacles made their way into my hands, I started to jerk them. One found it's way into my mouth and I started to suck on it. 2 more tentacles wrapped and squeezed around my breasts, starting from the base of my breasts, twirling around them till they were at my nipples, suckling on them, and every few seconds, were squeezing my breasts hard, causing me to squeal in pleasure. One more tentacle squeezed in between my breasts, and started to titty fuck me. I wrapped my legs around Annie's waist, and as I did that, 2 tentacles, starting from my inner thighs, twirled their way around my thighs and pushed through under my knees, slowly fucking them.

"Aah, oh god, this is pure pleasure."

I stayed silent as I had one of her tentacles in my mouth, slowly fucking it, but was moaning softly. The last tentacle wrapped itself around my feet, twirling around starting from my heels, then going through my high arches, out again and then in between my toes. My feet were locked together and I could feel the tentacle's head fucking my toes and the shaft sliding in between my arches.

"Oh wow, your feet feel so good."

The tentacle pulled itself from my mouth.

"You..can feel it all?"

"Everything. I'm in heaven Lily."

The tentacle tried to push itself back into my mouth, but just before it did.

"I..I don't like anal, so don't, okay Annie?"

"Anything for you.. I'm going to enter you now."

Her tentacle pushed itself back into my mouth and then Annie pressed the tip of her huge cock against my pussy. I watched, without blinking as she slowly penetrated me. Pain was all I felt, it was so big, I felt like I was going to be torn apart, but somehow, I stretched. I screamed into her tentacle.

"H-hold on Lily.. It will be pleasure soon."

I could see it bulging through my skin, slowly going in me. Then her cock head hit my cervix, I was filled completely, and I lay back down on my pillow. Then all of a sudden I felt her cock go deeper. I lifted my head quickly and saw that she was only half way in! I moaned into her tentacle.

"Almost there Lily, you're so tight."

Annie moaned in pleasure as she pushed in harder and entered my womb. I could feel her whole cock head inside my womb. My body was distorted, just like the girl in the tentacle porn. I looked down, and could see the shape of Annie's cock head bulging out from my belly, now I was completely filled. I took a moment to take in what was happening. My hands were jerking off her tentacles, I was giving head to another. One was titty fucking me and more were squeezing my breasts and sucking on my nipples. More were fucking my knees and squeezing my thighs and the last one was fucking my feet. I had the biggest cock ever inside me, the cock's shaft was bulging out of me and the cock head was also bulging out from my belly, clear as day.

A few minutes past and there was no longer any pain. Every little movement of her cock inside me made me moan, squeal and scream loudly in pleasure. It was pure bliss.

"I'm going to move now Lily.."

I nodded and Annie started to pull her cock out, until only the tip of her cock head was bulging out, before thrusting back in, hard, making the whole cock head appear immediately. I moaned loudly when she did that. Then Annie started to fuck me at a steady pace, I was filled to the very maximum with pleasure, I thought I was going to cum, just after several seconds, and I did. My whole body tensed up and I screamed in pleasure as I came. No juices seemed to come out of my pussy though, as my pussy was clamped so tight around Annie's huge cock, none could escape. Annie continued to fuck me, even though I just came. My pussy was so sensitive after orgasm, I was overloaded with pleasure.

As her other tentacles were fucking my body hard and fast, so was her cock, ramming in and out of me. I don't know how my body could have taken all of this. The bed was rocking violently, and I was screaming in pleasure. After a few minutes, I came again. But Annie just kept fucking me. She was fucking me her hardest and fastest now and was moaning loudly with each thrust as well. Her tentacles were quick also, the same as her thrusting into me. I could sense she was very close to cumming. Inside me and outside of me. The tentacle in my mouth was very quick, and I tried my hardest with my tongue to help it reach its orgasm. My hands were getting tired from jerking the tentacles in them, so they were thrusting in and out of my hands instead.

"Ah! Ahh! Lilleeee!! I'm soo cloose!!"

"Uuugh, Anniieeeee!!"

I barely got the words out clearly with the tentacle fucking my mouth. Then, it happened. I was truly amazed. First, the ones I was jerking off exploded all over my hands, they wrapped themselves around my wrists, with their cock heads still in my hands, and lifted my hands above my mouth area, not my whole face so I could see. Then, the one titty fucking me reached its limit and came on my neck and chin, and the ones squeezing my breasts and sucking on my nipples came on my breasts. I couldn't tell how many spurts came out of each tentacle, there was a lot, Annie was right. Annie screamed, she was thrusting and ramming into me so hard and fast now, that I had to release the tentacles in my hands, and put my palms on the headboard of the bed to stop myself from hitting my head on it. Annie moaned loudly, again and the tentacle in my mouth started to slow down. I wanted to know how many spurts of cum came out from each tentacle so I decided to count. The first spurt hit quite hard at the back of my throat, and the second came after quite quickly. I tried to swallow it all before my mouth became too full. Droplets were dribbling out from my mouth. I tried to push them back in with my fingers, but had to be quick as I still needed to hold myself from Annie's rough fucking. When the tentacle stopped cumming, I counted exactly 15 spurts. Annie said that her cock was twice the amount, so that could only mean 30 spurts from her cock.

Next came the tentacles fucking my knees. I could literally feel the cum pulsing through the tentacles, as they were wrapped around my thighs tightly, squeezing them. As the tentacles came under my knees, they slowly unwrapped and came on my thighs. All at the same time, Annie was still ramming into me. Now, the tentacle at my feet started to have it's orgasm. I could feel the first few spurts of cum travel through the tentacle from my heels, through my arches and then explode onto my little toes, actually coating them in cum. Very quickly, the lone tentacle unwrapped itself halfway and continued to cum on my arches before wrapping itself around to my toes again and finished off cumming on my feet, the cum dribbling down my arches to my heels.

Finally, Annie moaned loudly and thrusted very hard for the last time in me and came. Again, I could feel her cum travel through her cock, only this time, I could feel it even more as her cock was in me so tightly and all the way up to my womb. I felt the first spurt travel quickly from her shaft to her cock head and spurt deep inside my womb. At the same time, I had my third and final orgasm, I screamed loudly as I came. Spurt after spurt hit the walls of my womb, I could feel my womb expanding. Through heavy breathing,

"Ah...your womb.. its...inflating."

I looked down, my womb was slowly inflating with cum. It was quite frightening how clear you could see it expanding. Slowly, Annie's cock head was no longer visible as I looked like I was 4 months pregnant. Annie collapsed onto me when she let her load of 30 spurts go into me. My face, breasts, legs and feet were covered in cum, basically my whole body, in and out. My womb was inflated with Annie's cum and I was full from drinking her cum. We lay there exhausted, and drifted off to sleep, with Annie still inside me.

Annie & Her Tentacles Ch. 02



Contains tentacles, futanari, foot & sock fetish, body distortion, cum inflation, impregnation/breeding.

Recommended that you read the first chapter.

*

I woke up to a sudden jolt in my womb. My eyes were heavy and I was still exhausted from the fucking Annie gave me. Then, there was another jolt from within my womb, I was starting to get scared. I gently pushed Annie off of me, her tentacles seemed to have retracted as she looked like a normal, naked human female now. I looked at the time and it was only an hour that I had slept. I couldn't see quite well in the darkness, but I felt heavy, probably from all of Annie's cum in my womb. I went into the bathroom and turned on the light.

I went to scream, but nothing came out. I was pregnant. At least I thought I was. I poked my swollen belly and it was hard. I was sure of it now, that I was pregnant. My belly couldn't have been so hard if it was from cum. I was really scared now and was definitely not prepared for this. I ran back into my bedroom and shook Annie to wake her up.

"Annie! Annie, wake up!"

"Mm..what is it, hun..?"

"I think I'm pregnant! With your child!"

"That tends to happen when we have sex and I cum in you."

"Annie!"

I flipped on the lamp.

"Look at me, I look like I'm 9 months pregnant already! Why? You've got some 'splainin to do!"

"Oh, geez.. okay sit down on the bed."

Annie sat up as I sat down on the bed.

"Look Lily. You obviously know that I'm not human. The reason I came here was because my planet is in danger. My planet name doesn't even matter right now, you most definitely can't say it. You see, there was a war between my kind and another. We lost that war, and trillions were killed. We only have about a couple hundred thousand beings living in my planet."

I was awestruck. Annie was an alien? She doesn't look like an alien at all, except for the tentacle part. There was a long silence before I said something,

"So why..why Earth?"

"Your planet, or human species are very similar to our kind and are the only species we can properly mate with to repopulate."

"So.. you're just using us?"

"No, don't say that. I love you Lily, I'm not going anywhere. Our leader, made us swear an oath to find a mate on Earth, stick with that mate and breed to help repopulate. We swore not to harm or force you humans to do anything you don't want to do. But it's quite hard when you're this attractive."

Annie put her hand on my thigh, her hand was warm and I started to think about Annie in her tentacle form. When suddenly, another jolt came from inside my womb yet again.

"Agh, this is so annoying! When will it stop?"

"It should stop any moment. Your fertilized egg starts to develop as soon as I pull out of you. Does it hurt?"

"No, it's just really irritating."

"Well, it only takes an hour to develop. It's that quick, then you'll have to give birth."

"What?! It's been about an hour already!"

"Then anytime now. Lily, I'm glad that you're not so freaked out by this.."

"I think I should be, but I'm really fine. If it's for you, Annie, then I want to help repopulate your planet."

Annie smiled at me and kissed me. I slid my tongue in her mouth and we made out for a few seconds before I felt another jolt... then pain. I was about to give birth.

"Oh, um.. Lily, I just want you to know, it's not going to be a human child coming out of you, it'll be a large egg."

"That's fine, ughh.. just get this thing out of me!"

Another sharp pain struck me and I screamed. Annie held her hand out for me to squeeze and I pushed. With just one push though, the large egg came out quick and was all slimy.

"Wow.. that was.. quick."

Annie smiled at me and picked up the large egg. She stared at it with her beautiful blue eyes. They soon turned pink and started to glow. Then in a flash, the egg vanished!

"Wha.. what did you do, Annie?"

"I sent it back to my home planet. We can't raise our young here, they'll be too many and someone might notice. The people left at my planet will take care of them."

"Oh.. okay."

"Go sleep now, you need rest before I get you pregnant again."

Annie put on a wicked grin and lay next to me, her soft skin pressing up against mine. She put one hand on my breast, softly squeezing it and I slowly drifted off to sleep. The next morning, I woke up in the afternoon, refreshed. I saw that Annie had already gotten up, I stretched and got out of bed. I headed for the bathroom but then I could hear moans coming from it. I couldn't help but giggle, Annie was pleasuring herself. I decided to go get something to eat so I looked for my socks. But they weren't on the floor, where I had put them last night. I decided to go barefoot then as I had carpet anyway, but socks are just more comfy. I made some toast and then sat on the couch to eat it.

Annie came out into the lounge a short while after and she looked flushed. I put on a big grin.

"Did you have fun in there?"

"Oh.. you could hear me?"

"Mmhmm, I could!"

"That's a bit embarrassing.."

I laughed and continued to eat my toast. Annie walked over to sit on the couch with me, but my legs were taking up the whole couch. Annie then picked up my feet, sat on the couch, then put them on her lap and started to massage my feet.

"What are you dooooing?"

"I have a foot fetish... remember?"

"Oh yeah, go crazy."

"Heh, I did."

I gave Annie a confused look.

"When? While I was asleep?"

"No, just then. In the bathroom I had your socks."

"That's where they went! I was looking for them."

"Sorry, do you want me to get them for you?"

I nodded. Annie had this devilish smile on the whole time, I couldn't help but wonder why. She then came out with my white slouch socks. They were soaked. Annie gave them to me and I put my empty plate down.

"Why are they wet?"

"I... had a little fun with them."

"I realized that.. but why do they smell heavily of cum?"

Then it hit me, Annie must of put my socks on her tentacles and jacked off in them. I looked up at her, still holding my cum filled socks.

"You are a dirty whore, you know that?"

Annie laughed loudly.

"Sorry, I couldn't help myself! They just smelt so good, with your sweaty aroma and the hint of cherry lotion. Put them on!"

"What?! I'm not going to put these on! Here put them in the laundry hamper."

Annie raised an eyebrow and had a half smile on. She leaped at me, grabbed my socks and forced them on my feet. She was incredibly strong, maybe that was because she was an alien. Annie got off me, we were both laughing. I wiggled my toes and could feel her cum all over my feet. It felt like I had stepped into a puddle, ankle deep.

"Feel good, huh?"

"Um.. I guess?"

I laughed again, then took a moment to admire my feet. It actually felt quite good. Then Annie pulled my socks off.

"Enough now! As much as it turns me on to see you in your cum filled socks, take a shower now then we can start breeding."

"You want to start already?"

"When were we going to start? You can give birth every hour, that's like 20 eggs since there's 24 hours in one day."

"I don't think I can be fucked 24 hours straight, Annie."

"Just please take a shower, I'll wait on the bed."

I headed for the bathroom, I couldn't believe it, but I really wanted to get fucked again since it felt so good last time, so I ran for the bathroom. But just before I closed the door, Annie was on the bed,

"Oh look! Your gym socks!"

Annie pulled them out of my shoes, they were balled up and were black ankle socks. She pressed them up to her nose and inhaled deeply.

"Oohhh, even smellier than your white slouch socks."

Annie was sniffing them like crazy. I giggled at her then went to have my shower. I had a quick one too, maybe 5 minutes. I got out, put my feet lotion on, dried myself etc. I came out naked, as there was no point having clothes on. Annie was sitting on the bed with her tentacles released and her huge cock, fully erect, was waiting for me. I smiled and quickly got onto the bed. I was just about to lay down before Annie pulled me up. I gave her a confused look.

"Wait, hold up. Maybe you can do some foreplay for me. Ever heard of a footjob?"

"Umm.. yeah. Do you want me to give you one?"

"Yes, my cock is already lubricated because that's just how they are."

"I know, your tentacles were all slimy when they were fucking me too."

Annie lay down on the bed, I leaned on the headboard and sat between her legs. I positioned myself properly and lifted my feet up and slid my toes down her huge cock from the tip to the base. Annie bit her lips and let out a soft moan. Annie's cock was much to big to fit through my closed feet, but that was okay. My high arches had the correct curves to slide up and down her cock perfectly. I started to rub my feet up and down using my arches. Annie moaned and cooed. It got me turned on as well. I stroked her cock for a good 5 minutes straight, my legs were really tired. I knew it takes a long time for her to cum from her cock, but I had to keep going. The whole time, as I moved my feet up and down, it made a "schlick" sound which kept a smile on my face. Her cock stood erect straight up, so I didn't have to use one foot to support it.

"Annie, I'm getting really tired."

"Ahh.. Okay.. I'll fuck your feet instead then."

Annie got on her knees, put her hands on the tops of my feet and started to fuck them, thrusting in and out of my arches. She was moaning loudly now and was thrusting quite fast. She gripped the tops of my feet harder and continued to fuck my feet. About 10 minutes past,

"Lily, Lily, I'm gonna cum. Here put your toes over my cock head so you can catch all my cum on your feet."

Annie lay back down and I scrunched my toes on her cock head. The first few spurts of cum shot on the underside of my toes which stung a bit, but then the rest of the spurts came out smoothly and quickly smothered my feet. More and more kept spurting out, I couldn't believe what I was seeing. My feet were absolutely smothered and some of Annie's cum was oozing down to my calves. Annie was breathing heavily. We both took a long moment to admire Annie's work on my feet.

"Wow.."

Was all I could say. I brang a foot to my mouth and started to suck on it.

"Oh yeah, lick my cum off your feet."

Annie smiled as her chest heaved up and down. I continued to lick my feet until most of her cum were gone, down into my stomach. A few minutes past and then Annie got on her knees.

"Okay, I'm good. Are you ready to get preggers again?"

Annie smiled wickedly.

"I think so."

I lay down and spread my legs for her. Annie immediately pushed her cock into me. I screamed in pleasure as she kept on pushing into me mercilessly. In seconds, she was all the way up to my womb. I looked down and smiled at my distorted belly. Annie did also.

"That's so hot.. I'm gonna fuck you so hard."

I grinned wildly as her tentacles quickly went to the body parts they were going to fuck. I opened my mouth and a tentacle went straight in and started to fuck my mouth at a steady pace. 2 found their way into my hands and I immediately started to jerk them. 2 wrapped themselves on my breasts and started to suckle on my nipples while one started to titty fuck me. 2 quickly twirled themselves around my thighs then started to fuck my knees. Finally, the last tentacle wrapped itself around my feet and started to fuck them.

"Oh yeah, that's good Lily."

Annie started to move in and out of me. With each thrust, I moaned into the tentacle in my mouth, loudly. Annie was moaning as well. This time, I really wanted to be fucked, so I was enjoying much more than last time. Each of her thrusts gave me an immense amount of pleasure. It wasn't long before I had my first orgasm. I moaned loudly, almost screaming, my body tensed up as I came. Annie continued to fuck me as hard and fast as she could as I came. I took a moment to listen to the sounds that her tentacles and her cock were making fucking me. Each tentacle seemed to have a life of its own, and with each thrust, they made a high pitched noise followed by the "schlick" from the slimy tentacles rubbing against my body parts. The sound Annie's cock was making was louder and a little deeper though. On top of that, Annie was moaning and squealing in pleasure while fucking me. It was like I was having an 'eargasm.'

After a long while of straight fucking, I felt my second orgasm come along. I screamed into the tentacle in my mouth as I came again.

"UUUUNNNNGHHHH!!"

"Y-Yeah? Feel good? Aah.."

Our eyes were locked as we watched each other moan and scream in pleasure. I watched her breasts bounce as she rammed into me as hard as she could, then pull out for not even a split second before ramming back into me, hard. I looked down at my belly, and watched her cock head go up and down inside me. When Annie pulled back, her cock head was still visible, just a little less was showing, but when she rammed back into me, her cock head and a very slight bit of her shaft was showing. That's how hard she was fucking me, and it was pure pleasure for me.

About 5 minutes past of straight ramming in and out of me and I could tell that Annie was coming close to exploding, I couldn't wait. I sucked and jerked her tentacles as hard as I could, trying to get them to cum. Annie was fucking me so hard and fast, I swear her cock was going to tear through my belly, but it didn't. My belly just kept on being distorted by her rough fucking. This kind of fucking made us scream in pleasure.

"Lilleee!! I'm going to cum! Almost there! Aaghh!"

I couldn't say anything as a tentacle was roughly fucking my mouth, so I just kept moaning and screaming, but it wasn't like I could help it. Then, the tentacles in my hands exploded. My hands were covered in cum. I wiggled my fingers and felt the sliminess of it, it felt great. I quickly lifted the tentacles to my mouth, but most of the cum shot at my cheeks. Then, I looked down at my breasts, knowing that the tentacle titty fucking me was next to cum. I watched it thrust between my breasts, before pulling back, disappearing between them and then thrust out again, but this time, sending out a strong, thick spurt of cum onto my neck and chin. I watched the tip of the tentacle's cock head in joy as more cum just kept on spurting out. Shortly after the tentacle in my mouth slowed down, and I braced myself for the first few spurts which are always strong. It felt like a while before the tentacle came, quite suspenseful, but then I felt the first spurt and I swallowed immediately. The taste was so sweet, I couldn't get enough. This time, I got all 15 spurts down my throat without any dribbling from my mouth. All while I was doing this, Annie was still fucking me as hard as she could.

I put my palms on the headboard to hold myself, and the tentacle in my mouth slowly pulled out and went limp on me, allowing me to squeal and moan more clearly now.

"Ohh god!! Aah! Annniiieeeee! Cum in meee!"

"Haah, I'm trying!! So close!!"

"Impregnate meee!! I wanna bear your chiiilldreeenn!"

When Annie heard me say that, I swore she sped up a little bit and start to ram into me even harder.

I lifted my head and watched my belly bulge up and down from Annie's rough fucking, I got turned on even more, just the sight of it got me so hot. I was starting to like the idea of body distortion. I watched for a few more seconds before I felt something at my inner thighs. The tentacles fucking my knees and squeezing my thighs were about to cum. Since they were twirled around my thighs, I felt the cum travel through the tentacles, all the way around my thighs then spray under my knees. The tentacles then unwrapped them selves and continued to cum on my legs, the spurting sounds and sight of cum shooting at my legs or anywhere, got me so hot.

I knew that the tentacle fucking my feet was next now. I couldn't see it, but I tried to focus my attention on it, sliding in and out between my toes and the long shaft of the tentacle at my arches. Then, I felt it, the cum traveling from my heels, through my arches then spurt out all on my toes. I actually felt the tentacle expand a bit between my arches as the cum traveled to the tip. Feeling it, felt so good. More and more cum kept spurting out, and my feet were coated. I wiggled my toes, it felt great. The cum was now oozing down my calves.

Now, I put all my attention back at my pussy, Annie was ramming into me with all she had, maybe even harder than last night. I longed for my womb to be filled with her cum again, I wanted her sperm, I wanted to be impregnated. I screamed, moaned and squealed in pleasure as she roughly fucked me, and so did she, trying to reach orgasm as fast as she could. I looked down again and watched her massive cock ram in and out of me at an amazing speed and merciless strength. Annie really wanted to cum in me, so much that she probably wouldn't even stop if I tore apart because she was fucking me so hard. Then Annie screamed out,

"Ohhh!! Aahh!! Here I cuuumm, straight into your unprotected womb!!"

"Uugghh, yeess!! Insiiide mee!!"

"Impregnation time!!"

With one final, very, hard thrust, Annie came. I felt the very first spurt of sperm laden semen hit the wall of my womb, and I closed my eyes knowing that I was impregnated, and then enjoyed every spurt of cum filling my womb. I felt every spurt go into me, all 30. I could feel every spurt travel from the base of her cock, through her shaft then out her cock head and into my womb. I also had my third orgasm. Spurt after spurt was released into my womb, I was extremely turned on that I could actually feel her cum travel through her cock and into me. I then opened my eyes to the wonderful feeling of my womb starting to inflate, full of cum. I put on a huge grin, as it continued to inflate. Annie and I looked down at my inflated belly.

"Oh yes, Lily. Don't you think its hot how your womb is inflating with my cum."

"Yeah. Yes, I do."

After releasing her cum load into me, Annie rested on top of me. We were both breathing heavily, and I was totally fulfilled. Annie started to nibble on my ear and whisper.

"That was too good. I love knowing that I can impregnate you when I fuck you. It turns me on like hell."

"Yeah, same here, Annie. I love that first spurt of cum that goes into my womb, because then I know it's too late and I'm going to be impregnated."

We lay there together for several minutes, resting. I was rubbing my inflated belly while Annie slowly and gently moved in and out of me. She was lying her head on my breasts and her arms were around my back. Then she got up.

"Phew, ready for the second round now, Lily?"

"What?!"

To be continued...



Annie & Her Tentacles Ch. 03



Contains tentacles, futanari, foot & sock  fetish, body distortion, cum inflation, impregnation/breeding. This chapter introduces a new character, Cleo. Tell me what you think.

"You want to fuck me again?"

"Why not? I'm still horny, aren't you?"

"I am, but not as much after I've had three orgasms already."

"Please, one more time?"

Annie started to slowly move in and out of me. I didn't really have a choice, so I wrapped my legs around her waist. Just by doing that, Annie knew. She put on a big smile and started to thrust in and out of me at a quick pace. I was really tired, but maybe another fucking wouldn't hurt. All her tentacles were hard again and headed for my body parts they were going to fuck. They made high pitched noises as they travelled to them. I was covered in cum and my womb was inflated with it, but that didn't stop Annie at all.

I couldn't see Annie's cock bulge in and out of me anymore because of my inflated belly, so that disappointed me abit since that gave me some visual stimulation. I listened to each thrust of Annie's tentacles. The 'schlick' and the high pitched noises they made got me turned on so bad. But her cock was the best out of them all. It didn't make a high pitch noise, but the 'schlick' noise, except louder and abit deeper. I used my tongue skillfully to pleasure the tentacle fucking my mouth, I wanted to swallow another load so badly. Annie was fucking me hard and fast for a good 5 minutes, and that was when I had my fourth orgasm.

I screamed into the tentacle in my mouth as I tried to arch my back as I came, only to be pounded down by Annie's rough fucking. I looked at Annie's face after I came, she was moaning loudly and breathing heavily, totally focused on fucking me and trying to reach her own orgasm. I lay there, my hands jerking off two tentacles, my mouth being fucked by another, my breasts being squeezed and nipples sucked on by two tentacles and getting titty fucked by another. My thighs wrapped with tentacles that were fucking my knees and one lone tentacle fucking my feet. As well as Annie's huge cock ramming in and out of me. 

This was repeated for another good 5 minutes straight, when I had my fifth orgasm. I felt so weak after I came, the tentacles in my hands had started to thrust in my hands themselves since I was so tired. I continued to moan and squeal in pleasure though as it all felt so good.

"Ohh god, Lily, it feels toooo good!!"

Annie picked up the pace and fucked me even harder, really pounding away at me. I could see the slightest bulge with each thrust now in my inflated belly. I knew Annie was close, I wanted to be covered in a second layer of cum and have another load blasted in my womb so badly.

"Ungh, cum Annie. Cum in meee!!"

"I'm trying!! The pleasure is too much right now, your pussy feels amaziiiing!!"

Annie was fucking me so hard and fast, the bed was rocking violently, I was afraid it was going to break. Fortunately, it just kept on rocking as Annie pounded away at me. I felt my sixth orgasm coming now, and as I came, the tentacles in my hands released their loads and coated my hands in more cum. I was filled with joy as the high pitched sounds from the tentacles got quicker and louder as they fucked me harder and faster. The tentacles at my breasts exploded, and double layered my breasts, neck and chin in cum. Then, the tentacle in my mouth sprayed it's first spurt in my mouth and I swallowed. I gulped down each spurt of cum like I hadn't had any food or drink for days, the taste was so sweet.

After awhile, with Annie still ramming away at me, I felt a familiar feeling travel around my thighs and a wonderful warmth hit my knees. The tentacles at my legs unwrapped themselves and let another load cover my legs. Shortly after, the lone tentacle at my feet exploded all over my toes and arches and completely smothered them in cum. You could not see any of the skin on my feet up to my ankles, as it looked like I was wearing socks or shoes made of cum. It felt wonderful when I wiggled my toes.

"Aah, yess! Here we goo, Lileee!!"

"You're cummiiing?! In me, agaaain!!"

Annie thrusted very hard into me as we both let out a long, loud moan as she came inside me again. I had to put my palms on the headboard so I wouldn't hit it when Annie thrusted for the last time into me. I could feel the spurts of cum going into me, but not as well since my womb was already inflated with cum, but still feel every spurt travel from her shaft to the tip.

"Oh god, it feels so good to cum, especially when it's going into your unprotected womb."

"I know.. I love it too."

"More sperm for you, Lily."

I looked down at my inflated belly, it was expanding even more now. It was strange how I didn't feel any pain at all, just the feeling of my womb inflating with more cum and pleasure because I was highly turned on by the idea of cum inflation. Annie pulled out of me and then lay next to me. Not a drop of cum came out of my pussy. I was exhausted so I got to sleep in a heartbeat.

Just an hour later though, I was awaken by a jolt in my womb. I felt all sticky from being covered in cum and was still tired. But I had to give birth so I spread my legs and got ready. Annie came into the room, she looked all sweaty and was in a tank top, short shorts and was wearing sneakers and black ankle socks.

"Just in time, I was at the gym for the past hour. You ready to give birth to our baby?"

I nodded. A few more jolts came from my womb and then I pushed. The egg came out smoothly and Annie quickly flashed it away. I got up slowly and headed for the shower.

"Lily! I'm gonna go out and get some groceries alright? I'll be back soon."

"Okay, I'll have a shower then wait for you."

Annie smiled at me and gave me a hug and a kiss. I could feel her sweaty body when she hugged me, but I didn't mind at all. I was about to head into the shower when Annie stopped me.

"Wait, here."

Annie sat on the bed and chucked her sneakers off, then peeled off her socks, her socks going inside out as she pulled them off, and put them in my hand. They were damp, really damp almost wet with her sweat. I grinned wickedly as I had a full blown foot and sock fetish like her as well and took a quick whiff. The smell was very strong, and had the slightest bit of cherry in them. Annie walked off smiling. I put her socks on the bed and had a quick shower. After drying myself, I didn't put on any clothes. They just didn't seem necessary anymore. Atleast in the house.

I picked up Annie's socks again, and inhaled deeply this time. The smell was so strong, I couldn't get enough, it was too good. I was starting to get horny. 10 minutes past with me sniffing Annie's sweaty socks and fingering myself. I couldn't wait any longer for her. I picked up my laptop and searched up tentacle porn. I watched the girl get fucked by her friend. I knew that was going to be me in a few moments. I fingered myself as the girl moaned and squealed as the tentacles fucked her, distorting her belly. I had one of Annie's socks in my mouth now and was suckling on it while I sniffed the other.

The girl's womb started to inflate when her friend came in her, and I came as well watching the tentacle porn. As I lay on the bed resting, the girl in the porn and her friend was too. I was still sniffing and suckling on Annie's socks though. That's when Annie walked in with a bag full of groceries.

"Oh. I see you're having fun with my socks."

I smiled at her as she walked over to look at the laptop. She put on a devilish smile.

"Couldn't wait for me, huh? Want to breed again already so badly?"

"Please, Annie, I can't take it."

"First a little foreplay!"

Annie put the grocery bag in the kitchen then came back and sat on the bed with me. I put the laptop on the floor and then Annie held her foot up to my face. I smiled and held her left foot firmly. My thumbs were rubbing the softness of her high arch, it felt so good. I then took her toes into my mouth and began to suck on them. The taste was delicious, abit of her sweat and the sweet foot lotion. She did the same to my feet as well. We worshiped eachother's feet for awhile. Then Annie noticed my pink lace socks on the floor and picked them up and immediately sniffed them.

"Mmm, oh god these smell good."

I just smiled as I continued to worship her feet. Annie then put my socks over two of her tentacles.

"Jack them off please."

Annie said with a huge grin on her face. I started to stroke her socked tentacles and worship her feet at the same time.

"Oh yes.. That feels so good, the material is so soft. You are so putting these on after I cum in them."

Again, I smiled at her. Then, her other tentacles started waving their way out off her back. I looked down at her pussy. Slowly, her cock started to cover her pussy and stand tall and stiff. It looked as if Annie was releasing her tentacles subconsciously as she just kept on worshiping my feet. I couldn't keep my eyes off her huge cock. I wanted to know how big it was so I went for the measuring tape. I reached over the bed to grab it.

"Hey! Where are you going?! Keep stroking my tentacles!!"

One of Annie's tentacles darted at my ankles, coiled around them and pulled me back on the bed. It took me by surprise at how strong her tentacles are. She had a slightly angry expression on her face which scared me a little.

"Just...Just hold on, I want to measure how long your cock is.. that's all."

She hesitantly let me go and I measured her cock. It was about 15 inches in length and was about 3 inches wide. I thought to myself how this thing could even fit in me. Even so, it still gave me immense pleasure when I was pounded by it. I chucked the measuring tape aside and we continued to worship eachother's feet.


* Cleo POV.


I flung my room door open and slumped on my bed. I felt so tired after my morning run. I started to think about Lily. I know that she has a girlfriend now, but I remember making out with her that one time. I might give her a visit, I haven't seen her lately. I sat up on my bed and then chucked off my shoes. I wiggled my toes in my purple slouch socks. They were very sweaty, and I could smell them already. I grinned, maybe Lily might want to enjoy these socks, so I slipped on some keds, combed my auburn hair, gussied up abit and headed for her house.

I decided to walk. It was about 10 minutes when I arrived at her house. I knocked on the door and waited for about 30 seconds. There was no answer. I knocked again, but louder. Still no answer. I opened the door slowly and peeked in. I stepped in and gently closed the door behind me. To my left was the lounge and to my right was the kitchen. I sniffed the air, it was kind of musty. I walked over to the lounge and looked around. The couch had something on it, I looked closer. It looked like lube, all over it. I smiled wickedly, knowing that Annie and Lily were having some fun on this couch, not too long ago.

Then I noticed a pair of pink lace socks on the floor. My eyes widened and I ran over to pick them up. As I squeezed them to pick them up off the floor, a glob of white liquid oozed out and fell onto my shirt.. cum? I thought that Lily was a lesbian? Maybe she's bi? I was confused, did she have a man in the house? I've had my experiences with men before though. I thought about it for abit.. then just gone and did it. I put one of Lily's socks in my mouth. I suckled on Lily's cum filled sock and tasted the cum. It was like no cum I'd tasted before, it was extremely sweet. I could barely taste the sweaty foot odor from the sock. I started to get very horny and stuffed the other sock in my mouth.

I couldn't help but moan, the taste was good. After awhile, I dropped the socks and went to see if anyone was up stairs. As I went to take the first step, I could hear moaning. Annie and Lily? Where was the cum from then? I could hear other strange noises, maybe it was a dildo or something. I slowly walked up the stairs and saw that their room door was ajar. I peeked in. I could not believe what I was seeing. Lily was being fucked my Annie, except with tentacles. I'd seen some of that stuff before, but thought that they were fake! I had to put my hand over my mouth to stop myself from screaming.

I couldn't take it all in, the tentacles were ravishing every part of Lily. Mouth, hands, breasts, legs and feet. I then noticed that Lily's belly was bulging from Annie's thrusts! It was all unreal, like I was in a dream. Then my attention was focused on Lily's feet. A tentacle was twirled around her foot, from the heel, through her arches then between her toes. It was fucking her feet ruthlessly. I bit my lip and started to get turned on. Why was I?! It felt wrong, but I continued to get wet, I wanted to do that.

I watched for awhile, fingering myself gently. I had my hand over my mouth and was biting my lip to stop myself from moaning. Still, I whimpered abit. Then, Annie slammed into Lily and cried out. I watched as Lily's belly started to inflate, it was unbelievable! Annie was resting on top of Lily now.

"I know you're there Cleo, come out."

To be continued...



Annie & Her Tentacles Ch. 04



I gasped, quite loudly when Lily said she knew I was there. How did she know? The door was ajar, and it looked totally like she was focused completely on Annie. 

"Come on now Cleo, come in..."

I hesitantly walked in.

"Being a peeping tom now, are we? And I see you were having some fun yourself while watching us."

I gasped again and looked down at my skirt. It was flipped up with my panties showing. I was so embarrassed, I just wanted to run out then and there, but my legs didn't move.

"She's a real cutie, Lily. I wouldn't mind doing her."

My eyes widened as Annie's tentacles darted at me, lifted me in the air and slammed me down on the bed. I screamed loudly. I was so scared at this point. Lily saw me shaking and smiled gently at me.

"Don't worry Cleo, it'll be the most pleasure you'll ever be given."

"N-no.. please stop.."

I was terrified now. I looked at Annie's cock. It looked even bigger up close. There was no way in hell that it would fit inside me. I was shorter than both these girls, about a head shorter. Them being the same height. I looked into Annie's eyes, and they were filled with lust. Her wicked smile was a bit scary too. I then turned my gaze to Lily. She seemed like she was in a trance, controlled by her lust. Lily started to take my clothes off, but I pushed her hands away with my own.

"Hey, come on Cleo! Let me."

"No.. stop it, I don't want to.."

My voice was shaking as I spoke. Lily kept on trying to take my clothes off, but I kept pushing her away. That was all I could do to stop her. That was when Annie said,

"Come on Cleo, let us ravish you. You'll love it."

It was then one of her tentacles wrapped around both my wrists and pulled my arms over my head. The tentacle was also slowly moving in and out of my palm. I knew that I was helpless and just started to cry. Lily then leaned over and kissed me. I stopped crying immediately. I suddenly felt safe. I have always wanted to kiss her again since the last time we made out. She was just that one person I wouldn't get over. We continued to make out, our tongues entwining with each other. I then felt a lot of her saliva go into my mouth. I swallowed then broke the kiss. Lily grinned and then stared into my brown eyes.

"I love using lots of saliva when I kiss."

After saying that, she licked my cheek and grabbed my breasts. I was shocked when I realized I was naked except for my socks. Annie must've undressed me while Lily and I were making out. I did feel much more calmer after Lily kissed me though, so I lay there and let them ravish me. It wasn't like I could stop them at all now. Lily began to suckle on my nipples and squeeze my breasts and I couldn't help but moan in pleasure. Her lips were so warm and her wet tongue felt so good. She was squeezing my breasts really hard, but I didn't mind at all.

Annie was sniffing my socked feet. She inhaled my sweaty aroma and I could tell she was extremely turned on, because of the pre cum that was appearing at her cock head.

"Oh god Cleo, your feet smell incredible."

Annie then started to worship my socked feet, sucking on them. After awhile, she peeled my socks off and tossed them to Lily who started to suckle and sniff them too. Annie then started to worship my sweaty bare feet. Sucking on my toes, licking my arches and heels, before putting her cock between them. Two tentacles then headed for Lily and she put one of my socks on each tentacle and started to suck on them.

"Oo, Lily that feels good.."

Annie started to fuck my feet at a quick pace. Her hands were on the tops of my feet and her huge cock was between my arches, sliding in and out of them. She was moaning and mumbling under her breath at how good it felt, and to be honest, I was getting highly turned on as well. I could feel myself getting really wet. Lily was jerking one of Annie's tentacles with my sock and sucking on the other one, which also had a sock on it. This went on for about several minutes.

"Oh god, I'm so close. Your feet just feel too good!"

Lily then squealed as the tentacles she was sucking and jerking off exploded. I watched as one of my socks started to get filled with cum, I could see it getting wet. Lily then pulled the socked tentacle from her mouth.

"That was amazing. The taste of cum and your sweaty aroma, Cleo.."

Annie then moaned loudly and came all over my feet. Spurt after spurt kept on hitting my soles. Annie held my ankles and rubbed my feet against her cock head, so that they were covered with cum. My toes, arches, heels and even the top of my feet were covered now. Lily quickly crawled over and slipped my cum filled socks on my feet. I squealed as the cum was squeezed out and oozed down my calves. Lily quickly licked it up and then started to suckle on my feet.

"Alright.. Shall we get started then?"

I knew what Annie meant. She positioned herself on top of me and smiled devilishly. Lily put my legs around Annie's waist, then continued to worship my feet. I was still scared, something so big couldn't possibly fit in me. The tentacle that was binding my wrists together unwrapped themselves, and then all of Annie's tentacles descended on me. One went into my mouth, the softness and taste of it's pre cum was surprisingly delicious. Then, two went for my hands, which I slowly started to jerk. Two started to squeeze my breasts, then twirled their way up to suckle on my nipples. One then squeezed between my breasts and start to fuck them. Then, two more wrapped around my thighs and twirled themselves up to my knees and started to fuck them. Finally, one lone tentacle wrapped itself around my heels, through my arches then between my toes, which Lily started to suck on as well as continuing to worship my cum filled, socked feet.

"Are you ready Cleo?"

I shuddered and took a shaky, deep breath. There was no way out now, Annie's eyes were very lustful and her tentacles had already taken their positions to pleasure themselves. I nodded and then Annie aimed her cock right at my pussy. I braced myself and then felt her cock head entering my pussy. I could feel myself stretching, more and more as she forced her huge cock into me. When her whole cock head was in me, I was in pain. A lot of pain. 

"Ugh, you are so tight Cleo, I can barely move."

The tentacles in my mouth pulled out, allowing me to speak.

"Well.. I've never been with a guy before.. Only girls."

"You're telling me that you're a virgin?"

The tentacle re-entered my mouth and I nodded.

"Wow, that explains why you're so tight."

Annie scanned her eyes on my body.

"Oh my god, you are so small and cute! I feel like this is a crime to put something so huge inside you, especially since you've never had a cock inside you before."

Annie looked at me for a few more seconds before she leaned over, putting her hands beside each of my breasts and forced more of her cock into me. She grunted and pushed as hard as she could. I squealed like crazy, I was getting stretched to the maximum, I was surprised that I wasn't split in half already. I looked down and could see the shape of her cock in me. Annie grinned at me and continued to force herself into me. I squealed again but louder this time.

"Oh my god you are too cute! Are you trying to make me go insane?!"

It couldn't be helped. My squeals were just automatic, I find it very strange that I can't suppress my moans. Annie was about a third of her length inside me when she hit my cervix. She hardly stopped when she hit it though. She put her hands on my shoulders and then pushed me down, trying as hard as she could to enter my womb. I screamed this time, as I felt her cock enter my womb. Annie moaned loudly in pleasure. She was all the way inside me now. I looked down at my belly, which was greatly distorted. I could see the shape of Annie's cock and a bit of her shaft. With Lily, it was just the cock head that was visible.

Annie started to move in and out of me now, but at a slow pace. She had to really use her strength to move as I was so tight. She moved slowly though, moaning softly as she did so. After a few minutes, the pain had subsided somehow and was turned into pure pleasure. I thought I was going to go insane, it just felt so good. I came instantly, not only just from Annie's slow thrusts, but from all the tentacles around my body ravaging me, and Lily worshiping my cum filled socked feet and the tentacle fucking them. Annie grinned, knowing that I just came, she picked up the pace, and began to fuck me much harder and faster. I was moaning now, very loudly, almost screaming in pleasure. I looked down and saw that my belly was insanely distorted.

I could see the shape of Annie's cock clearly from within me. It was kind of turning me on. No, it was really turning me on. Not just that, but the whole idea of being fucked by tentacles and Annie's huge cock turned me on so bad. I was so horny, I started to jerk the tentacles in my hands like crazy. I twirled my tongue around the head of the tentacle in my mouth, sucked on it hard, trying to help it reach it's orgasm and cum into my mouth. That's what the tentacles were trying to do anyways, reach their orgasms and then cum on and in me. I helped them by letting them use my body to pleasure themselves. I looked into Annie's pink, lustful eyes, completely focused on me. She was moaning and squealing quite loudly too as she pounded away at me.

I thought I was going to go crazy from the pleasure. I came again, only just after a few minutes from my first orgasm. I screamed into the tentacle in my mouth as every muscle in my body tensed up as I came. Waves of pleasure flowed through my body, then subsided as I finished cumming. I was very sensitive after cumming, but that didn't stop Annie. She continued to pound away at me with all her strength, filling me with more pleasure even though I just came. Okay, I was pretty sure that I had gone crazy from the pleasure, it just felt too good. I was still surprised how a small body like mine could've taken such a rough, but very pleasurable fucking. And for my first time too.

I was moaning and squealing louder now, as Annie came closer to her orgasm. She rammed her cock in and out of me as hard and fast as she could making the bed rock violently, while moaning loudly as well. I looked down at my belly, still not believing how it could stretch so much to allow Annie's cock head and a bit of her shaft to be seen. She was fucking me so hard, I could already feel another orgasm building up fast. Then the tentacle in my mouth traded places with the one in my left hand.

The tentacle quickly entered my mouth and surprised me when it spurted it's first cum shot into my mouth. The semen spread across my tongue, showering my taste buds with sweetness. It tasted amazing, so I immediately swallowed, drinking the cum like water. I was thirsty after all. Spurt after spurt was shot into my mouth, causing my cheeks to bloat a bit. But I swallowed quickly, taking huge gulps down but still being able to taste the sweetness of the cum. Then the tentacle withdrew from my mouth and lay limp on the bed. At the same time, the tentacle in my hand exploded and covered my hand in a few spurts before darting into my mouth to cum. I guess it was allowing me to take a short breather.

I was more then happy to swallow another load of cum, every drop I swallowed made me crave for more. Finally, after I swallowed that tentacle's load, the tentacle originally in my mouth re-entered to give me one last load to drink. All while I was drinking, Annie kept on ramming in and out of me. Then, the tentacles at my breasts reached their limit. They squeezed my breasts hard, causing me to squeal very loudly, and then smothered my breasts in cum. The one titty fucking me came also, covering my neck and chin with thick threads of semen. Shortly after, the tentacles at my legs unwrapped themselves and shot their loads onto my legs, trying to cover every spot. Finally, the tentacle fucking my feet and being sucked on by Lily came. She swallowed most of the load down quickly and then let the last few spurts bloat her mouth up.

"Cleeeeoo!! I am so closely to cumming inside you!!"

"Cum, you deserve it for ramming in and out of me for so long!"

"Oh yeess, I'm gonna cum spurt after spurt of sperm laden semen straight into your unprotected womb, my sperm fertilizing every single one of your eggs, impregnating you."

We both cried out as we came together. Annie thrusted extremely hard into me as she came, making the bed creak loudly. I felt the first spurt travel through her cock, to the head then into my womb. Then I felt another. More spurts of cum filled me up and my womb quickly started to inflate.

"Oh god.. finally... finally impregnated you.."

I was in shock now. Annie's a girl! How could she get me pregnant?! Then again, she probably is an alien. I looked down at my inflated womb, it looked like I was already several months pregnant, but it was just full of cum. I started to think about it.. that amount of cum would have millions of sperm, swimming around penetrating every one of my eggs. I couldn't afford a child right now, but it was already too late, from the first spurt that entered my womb.

"No.. how could you not tell me that I could get pregnant, Annie?"

"What? Of course you can. And you will be."

She then saw the scared look on my face and then told me everything about her. About her planet, about how I'd give birth an hour only and to an egg. I was so relieved then. Annie then pulled out of me and admired me. I was smothered in cum. She then headed for the bathroom to clean up. Lily then crawled over to me and put her hands on my cheeks. I got ready to kiss her when I noticed her mouth was bloated. Our lips and tongues met and then I felt a sweet and slimy liquid pour my mouth. It was cum. I put my arms and legs around her as we swapped the cum around in our mouths, savoring it in our mouths before swallowing it. Lily then pulled away and we smiled at each other. She began to lick Annie's cum off me. From my face all the way down to my feet. I quite liked being completely covered in cum though. It was an amazing sensation that I would not mind at all to be done again to me.

"How come she only fucks us one time? I'm tired, but I could sure go again."

"Wow Cleo! I'm usually exhausted after just one time. Well, out of respect for us, she stops after once, maybe twice. With her sexual stamina, she could fuck us for hours."

To be continued..



Annie & Her Tentacles The Final



* Cleo POV

I lay there, between Annie and Lily as they dozed off to sleep. I looked at Lily, she was in the same position as I was. We both had inflated wombs. It was a strange, but wonderful feeling to have your womb full of cum. I could just imagine it all sloshing around in there. Just the thought of it got me almost wet again. I continued to gazed upon Lily. Boy, was she flawless. I've had a crush on her for as long as I could remember. I leaned in closer to her, as much as I could. It was hard when both our bellies were bulging out.

It was then I felt something jolt against my belly. It was Lily's womb! Soon, she opened her eyes and moaned,

"Ugh, Cleo, could you wake Annie?"

"W-Why? What's happening? Your womb.. it.."

"I know Cleo. Remember what Annie told you about giving birth an hour later after she fucks us?"

"Oh.. right. I guess I'll be feeling it soon too then."

"Yes, now wake her up!"

I woke Annie up, and that was when I suddenly felt a jolt in my womb. At first I was starting to panic, but after seeing Lily give a quick and smooth birth, I calmed down again. Lily and I gave smooth births, and Annie quickly warped them away, and we soon dozed off to sleep. When I woke up, it was late morning. I slowly got up, I felt so sluggish and tired. Walking out of the room, I could hear Annie and Lily speaking.

"Cleo! You're up. Listen, Lily and I want to ask you something."

"What is it?"

"Well, I've been thinking about taking you both back to my home planet."

"What do you think Cleo, Annie's planet sounds like a great place."

Annie's planet? Leave Earth? Was it permanent? They were hitting me with so much, I would be leaving so many things behind.

"Look Cleo, you can say no if you don't want to go, but I've agreed to be Annie's mate for life, and must help her breed to repopulate her planet."

Hearing Lily say that definitely changed my unsure feelings. But it was still a big leap. What would I be doing there? Would I be fucked every single day so that Annie's species could re populate? Of course, it's the most amazing feeling ever, and it was so tempting. Eventually, I gave in.

"Okay.. I'll go."

Annie and Lily both smiled then hugged me together.

"So, you're agreeing to also be my mate for life?"

"Yes."

"Alright, good. You won't regret this decision."

Annie instructed Lily and I to hold hands with her. Soon, her eyes started to glow bright pink and our surroundings started to dissolve.

"Keep firm a grip on my hands girls, or else something I don't even know may happen to you."

All of a sudden, a whole different world started to materialize in front of my eyes. The ground was a very soft texture, it looked like cotton candy and felt amazing on my feet. The walls were made of some sort of glossy metal similar to chrome. It was like a high tech room, but with a pink cotton flooring. In the middle of the room, was a huge bed, big enough to fit probably 5 people.

"Well? How do you like my room?"

"Why do you need such a big bed?"

"Yeah, I agree with Lily."

"Well, I usually sleep with my tentacles out, and they're just spread out. It's much more comfortable that way."

"What's with the floor, Annie?"

"It's a great feeling isn't it? This is just what our planet's ground is like. It's a form of gas that's partially solidified. Oh and don't worry, the air isn't poisonous here, or else you two would've already been dead."

That wasn't a nice thought in my head, but I ignored it and jumped onto the bed. It was extremely comfy, and it smelt heavily like Annie.

"Isn't someone keen to start breeding already?"

"Wha-? No, I was just testing the bed."

"Oh well, now you can test.. this!"

Annie then released her tentacles and pulled me towards her. She tore the few clothes I was wearing, a t-shirt and shorts, right off. Her cock was aimed straight at my pussy, and she soon plunged it in. I squealed loudly in pleasure as Annie forced her way all the way up to my womb.

"Gah! You're so cute! And so tight!"

Annie had me on my hands and knees. As soon as her cock was fully inside of me and my womb was visibly distorted, her tentacles quickly descended upon me. One slipped it's way into my mouth, which I happily started to suck. Four wrapped around my arms and legs and lifted me up.

"I'm only lifting you up like this because I know that you won't be able to hold yourself up in this position."

Two more tentacles wrapped around my breasts and twirled their way up towards my nipple to suckle upon. They were squeezing very hard as well. Then, another tentacle squished it's way between my breasts and started to fuck them. Finally, one lone tentacle wrapped itself around my feet, going through my arches then in between my toes and started to fuck them. My legs were around Annie, and then she started to fuck me roughly. Lily decided to leave us to it, and went exploring Annie's house.

I felt helpless, I couldn't move at all. The only thing I could do was hang there, while Annie fucked me silly. Her hands were on my hips, with a firm grasp as she thrusted into me. I managed to tilt my head down with the tentacle in my mouth still ruthlessly fucking it. I could now watch my breasts get fucked, squeezed and my nipples suckled on. Also just under them, I could see Annie's huge cock bulging out of my womb with each thrust. I couldn't believe how hard she was ramming in and out of me. It was like she held back, back on Earth. Still, it felt amazing, pure bliss. In no time, I came.

My body tensed up, as all the sensations around my whole body were too much. I felt weak and sensitive after cumming, but Annie had her hands on my waist now, pulling me into her thrusts. She pounded away at me mercilessly, moaning and screaming in pleasure as I was, at the same time. The tentacle in my mouth kept on releasing pre cum into my mouth, it was like a teaser before it's orgasm. The taste was faintly sweet, making me want more, making me want the tentacle to cum in my mouth. I sucked as hard as I could. I used my tongue, flicking it around it's head, and was using my whole tongue too. I wanted to taste it's cum so badly.

"Ohh, Cleeeoo!! I'm soo close to getting you pregnant again!"

With that, Annie picked up her already very quick pace, and pounded away at me even harder and faster. The pleasure was just too much, I couldn't help moaning, squealing, almost screaming in pleasure from it, and neither could Annie, although I was the most vocal. I was dying for another huge load of sperm laden semen to be released inside of my womb, my unprotected womb.

"Ahh yes Cleo! I'm going to cum inside you noooww!"

"Please Anniiiee!! Impregnate me!! Give me your sperm!!"

In saying that, the tentacle fucking my breasts came. It completely smothered my breasts in cum, then went limp. I knew the tentacles squeezing and suckling at my breasts were next. Surprisingly, the tentacle in my mouth came first, it showered my taste buds in it's sweet cum and I swallowed hungrily. Then, to my surprise yet again, the two tentacles at my breasts darted for my mouth. The one tentacle in there pulled out and went limp, while the other two forced their way in, and came! I was in heaven! Twice the amount of semen was filling up my mouth. It's thick, creamy and gooey sweet texture coated my tongue, as I tried to swallow it all as fast as I could. A trickle of cum leaked out the side of my mouth as I finally gulped down three tentacle's worth of cum loads.

I couldn't take it anymore, the feeling of Annie's huge cock constantly thrusting away at me was too much, and I came again. I screamed into the tentacles in my mouth as I came, and Annie moaned and cried out as she kept on slamming her pelvic area against my butt.

"Oohh god, here it is, here I cum!"

"Yeeess Annie!! Let me bear your children!! Impregnate me!"

After several more hard and fast thrusts into me, Annie gripped my waist tightly, rammed back into me very hard, and exploded into my womb. We both cried out as I felt spurt after spurt of Annie's sweet cum being released into my womb. The sensation of having my womb unprotected and Annie cumming into it, releasing her millions of sperm turned me on so much, it was incredible. Being able to feel every spurt travel through her shaft to the tip of her cock head felt amazing as well. Annie was still pulling me towards her by the waist as she continued to pour her cum into me. Soon after, my womb started to inflate and I got that wonderful feeling of being pregnant again.

* Lily POV

It has been almost 4 months since we've arrived on Annie's home planet, and Cleo is a whole new, different person. I walked into the bedroom to go to bed, and Annie was tapping away at a transparent device of some sort, probably a game, with one of her tentacles released. Cleo was suckling on that tentacle, and fingering herself at the same time. She was addicted. To Annie fucking her, to drinking Annie's cum, ultimately getting pregnant. She loved it. Cleo was constantly engaging in something sexual, she couldn't help herself.

I slipped under the covers with the two, and soon see Annie grit her teeth and moan very softly and slightly. Cleo then started to moan and coo softly too,

"Mmmmn.."

She then turns to me, with her cheeks bloated, grabs my face and forces her lips upon mine. Her tongue entwines with mine, and Annie's cum flows into my mouth, and I swallow happily. After the short cum swap and kiss, Cleo looks at me.

"God, you're beautiful."

Cleo looked into my eyes for a few more seconds before she turned back to Annie.

"Annie.. can we do it again? Get me pregnant again, please?"

"We just did it a few hours ago though, are you sure you can take more?"

"I need this Annie, please!"

"Alright then."

That said, I watched Annie unleash her tentacles, pick up Cleo and drop her down on the bed, right in front of her. Cleo had a huge smile on her face, and her legs were spread as wide as possible. Her lust was uncontrollable. Annie had her cock, rock hard and stiff in the air now.

"If you want me to fuck you, use your feet to get me off."

Without another word, Cleo started to stroke Annie's cock with her arches. Instantly, a moan came from Annie's mouth. I watched the two, Cleo stroking Annie's huge cock with her lovely arches, slowly getting hotter and turned on. Annie then quickly turned to me.

"Lily, you too! Give me your feet! A cock this huge should have 2 pairs of feet to stroke it!"

I smiled at her, then crawled over next to Cleo, who scooted over abit. I started stroking Annie's cock with my feet, above Cleo's. Annie then started to moan quite loudly, and move her hips slightly. I could tell it felt really good for her. Cleo and I continued to stroke Annie, and she just kept on moaning and enjoying it. I watched her tentacles wave around in the air strangely, and drip pre cum all over the bed. After a long while of straight stroking her cock with our arches,

"Oh my god, I'm gonna cum girls, I'm cumming!"

Cleo turned her gaze to me.

"Can I take this one please?"

I nodded and moved over to let her finish. Annie instantly grabbed the tops of her feet and started to fuck them, then in no time at all she let her load go, all over Cleo without warning! Spurt after spurt of cum was released out from the tip of Annie's cock, and onto Cleo's luscious body. Annie's cum came out in long, thick streams, all over Cleo's breasts, stomach, pussy, legs and feet. There was just so much cum on her, I couldn't contain myself. Cleo's beauty was doubled, I swear.

I quickly crawled over and got on top of Cleo and started to lick Annie's cum off of her. I licked thoroughly with my whole tongue and swallowed quickly when the cum was in my mouth. Licking from Cleo's breasts, down to her beautiful feet. After I had licked Cleo's body clean, I positioned myself snugly on top of her and we started to make out. Cleo wrapped her legs around my waist as our tongues wrestled. All of a sudden I started to feel Annie's tentacles slide around my body, looking for something to fuck, and Annie's hands grip my butt.

Cleo and I kept on kissing, but much more passionately now, when our tied tongues were separated by a tentacle sliding between our mouths. Instantly, Cleo and I started to lick and suck at the tentacle from both sides. Pre cum was leaking from it's tip like crazy, and tasted so sweet, we couldn't get enough! Occasionally our tongues would touch as we gave the tentacle a double blowjob. Then I felt something press up against my pussy. I stopped blowing the tentacles for a second and turned around. Annie had a wicked grin on her face and was about to penetrate me with her huge cock.

I arched my back and lifted my butt up more, ready to take her in. With a firm grip on my butt, and one smooth, but very hard thrust, her entire length was deep inside me, all the way up to my womb. I moaned extremely loud, as I could feel every part of her cock inside of me. Annie then started to fuck me at a quick pace, really going at it. I was moaning like crazy, it just felt too good! I was rocking up and down on top of Cleo from Annie's rough fucking, and our breasts and nipples rubbed against eachother. The tentacle at our mouths then thrusted into Cleo's mouth, and started to fuck it. Another tentacle went straight into my mouth, which I happily started to suck, and use my tongue in every way to get it to it's orgasm.

A tentacle wrapped around my breasts in an 'infinity' symbol way, squeezing my breasts together, so that it could titty fuck me. Another did the same to Cleo too. Then, one more tentacle quickly hovered over Cleo's pretty face, floating there for awhile. Her eyes watched it, as her mouth suckled and slurped away at the tentacle in it. Suddenly, the tentacle darted into her mouth, spreading it open much more, forcing Cleo to suckle on two tentacles. Cleo didn't mind though, it almost looked like she was smiling! Annie then moved her velvet hands onto my waist, and pulled me in with each strong thrust of hers.

I came then and there, arching my back and crying out loud into the tentacle in my mouth, which was now ruthlessly fucking it. It was absolutely covered in my saliva. Despite cumming and being sensitive all over, Annie kept on ramming in and out of me; her grip on my waist was almost deadly. She just couldn't stop moving her hips. Beneath me, Cleo was happily sucking away at the two tentacles in her mouth, when five tentacles pierced her vagina, making her moan loudly. The five tentacles started to stretch her out, and fuck her simultaneously. First, for a few seconds at the opening of her womb, then finally penetrating into her womb.

It was quite a sight. My womb, and Cleo womb were being distorted like crazy from Annie's huge cock in me, and her five tentacles in Cleo. She was merciless while fucking us, she just wanted her orgasm, and nothing else. We were basically seen as sex objects when she fucked us. As Cleo's legs were wrapped around my waist, Annie let go of my waist and grabbed onto Cleo's ankles and started to worship her feet, while her hips kept on thrusting hard and fast into me. Annie licked her arches up and down; those beautiful high arches. She sucked on Cleo's toes passionately and licked and nibbled at her heels. I swear I felt her get bigger inside me.

All of a sudden, Annie cried out and Cleo and I felt a warm and gooey liquid at our breasts. I looked down, and Annie's tentacles at our breasts were cumming! Our breasts were covered in semen. The cum being released on my breasts were dripping down onto Cleo's. Then, the tentacle in my mouth slowed down, and I prepared to swallow. The first spurt hit me hard, but I swallowed quickly. The rest of the load came fast after, and spurt after spurt was unloaded into my mouth, and I swallowed the sweet cum. I watched Cleo as she tried to swallow two tentacle's worth of cum. Her eyes were closed and I watched the gulps go down her throat quickly. Even so, two tentacles cumming in her mouth was too much for her, and cum started dribbling down the sides of her mouth, which I quickly leant over to lick up. All while we were swallowing, Annie was still fucking me hard, and worshiping Cleo's feet.

Now I could really tell the main course was coming. Annie's cum. In my womb. I wanted it, wanted it so bad! I wanted to be impregnated with her child again. Annie started to fuck me harder, pounding away at me, and the tentacles fucking Cleo were really going at it too. We moaned and squealed in unison as Annie fucked us roughly. Soon, she was fucking us so hard and fast, we both came instantly.

"Ohh yess! Here I cum! Straight inside both of you!"

"Ahh! God! Yes, get Lily and I pregnant! Please!!"

"I'm going to impregnate you!!"

In saying that, Annie rammed one last, very hard thrust into us, then let her load go. I could feel her cum travel from the opening of my vagina, all the way through her shaft then spray out into my womb; being released like crazy. It came out like lava, in long thick streams, and full of sperm. My womb and Cleo's started to inflate quickly with Annie's cum, Cleo's more, as she had five tentacles all cumming at once into her unprotected womb. Annie gripped my waist firmly and pulled me as hard as she could towards her, trying to get deeper than she already was in me as she continued to release her sperm laden semen into Cleo and I.

After Annie had unloaded into both of us, we rested for awhile. Cleo and I were gasping for breath, as our breasts heaved up and down against eachother. Soon though, after barely a minute, Annie picked me up by her tentacles and threw me behind her. I bounced on the bed gently. Annie then picked up Cleo by the waist with her hands, turned her around and forced her onto her knees.

"I'm going to do you from behind, okay?"

Cleo nodded and watched eagerly as Annie's huge cock aimed at her wet pussy. Annie gripped Cleo's butt and pushed in, penetrating her. Cleo squealed in pleasure as Annie's cock head was in her. Annie moved her hands to Cleo's waist, and pulled her in, making 1/3 of her cock inside of Cleo. Despite being so wet, Cleo was still very tight and Annie struggled to get her entire length inside her. Annie pulled and pulled Cleo by her waist, but couldn't penetrate through to her womb. Annie then reached over and placed her hands on Cleo's shoulders and pulled hard. Cleo cooed constantly and arched her back as Annie tried to force her way into her pussy. Annie then successfully got her full length into Cleo. She penetrated who womb with such force that the bed rocked slightly.

I then got a shock when Annie's tentacles descended down on me from behind her. One tentacle went straight for my mouth that I started to suck on hungrily. Two went to my breasts to squeeze them, and one thrusted between, fucking them. Another two hovered above my hands, waiting patiently to be stroked. I waited not another second before I wrapped my soft hands around the tentacles. Two more tentacles wrapped around my thighs and then started to fuck my knees, while a lone one wrapped around my heels, through my arches then in between my toes, and started to thrust. The last tentacle was waving around, looking for something to fuck.

Annie stopped to think for a moment, then bended Cleo's legs, so they were wrapped around Annie's waist; Cleo's feet soles face up, occupied with a horny tentacle.

"Gotta make good use of your feet, you know?"

I thought about what Annie had said. In her eyes, Cleo and I were sex objects, I didn't think much more of it, as I knew that was Annie's lust talking, and Cleo probably didn't even care, she just loves getting fucked, purely for pleasure. She was a slut, no doubt! I had to admit though, we all were. Getting fucked by Annie just felt so good. Annie's tentacles were fucking the parts of my body they had roughly, while her huge cock deep inside of Cleo's cum filled womb started to move. Annie spanked Cleo's butt as she started to fuck her at a quick pace, both of them moaning loudly with pleasure. The sounds of the tentacles fucking me, Cleo and Annie moaning and the sound of Annie's huge cock ramming in and out of Cleo turned me on so much, I couldn't take it.




Annie & Her Tentacles The Final



Cleo was moaning and squealing very loudly, almost screaming. But I knew she was enjoying it. I could hear Annie's pelvis slap hard against Cleo's butt with every thrust. I watched Cleo's toes scrunch up and spread out around the tentacle fucking her feet, as she cried out when she came, but Annie continued to fuck her harder and faster, really pounding away at Cleo with all her strength and moaning loudly as she did so. At this point, I was very wet, and the two tentacles fucking my knees, and the two I was stroking with my hands left their places and aimed for my pussy. They went straight in, all the way up to my womb, which was filled with a load of cum already.

They started to fuck me hard and fast. Very hard and fast. I started to moan into the tentacle in my mouth, and put on a huge grin at the pleasurable relief I was feeling from the tentacles fucking me. Then, Cleo couldn't hold herself up anymore, and let her hands relax, and then laid the right side of her face on the pillow, but with her ass still sticking up in the air. Annie then placed her velvet hands onto Cleo's waist and pulled her up with each thrust, literally pulled up. She was like a slight ragdoll, getting fucked so hard and rough by Annie, except she screamed and squealed in pleasure from Annie's merciless fucking.

"Oh god, Cleo, I'm gonna cum!"

Cleo couldn't even respond, she was too busy moaning and squealing uncontrollably. In no time, Cleo came yet again. Suddenly, the tentacle fucking my breasts slowed down, then came. The cum was released in thick threads, covering my neck and chin. Then, the tentacles squeezing my breasts unwrapped themselves and smothered my breasts. The tentacle in my mouth started to slow down too, and I prepared to swallow. The first spurt hit the back of my throat hard. I swallowed it though. Then the rest came out quickly, released in strong bursts, which I gulped down thirstily; the taste was just so sweet.

Then, at my feet, the lone tentacle reached it's orgasm. It smothered my toes before unwrapping itself and cumming all over my feet, completely covering them. The whole time, the four tentacles inside me were ramming in and out of me hard a fast. I looked at Cleo's feet being covered in cum, the tentacle fucking it was aiming in every spot that had skin left on it, and sprayed it with it's cum. That's when I knew Annie was close, close to cumming inside both of us.

"Unnnh!! Oh god, here we go!"

"Cum!! Inside me!! Impregnate me!!"

Cleo screamed and cried out as her words encouraged Annie evermore. Then, with one final, hard, thrust from Annie's huge cock, and the tentacles in me, she came. Pulling Cleo towards her by her shoulders, Annie exploded, and flooded her womb with even more sperm laden semen. The tentacles inside me were all cumming inside me at the same time, I could feel it all. Annie and her tentacles. They inflated our already inflated wombs with even more cum.

But that was alright. We loved getting fucked by Annie, getting impregnated to breed for her endangered species. This life, Annie and Cleo. We're so lucky to have eachother, and I wouldn't change anything. Everything is just perfect.