http://www.asstr.org/files/Authors/srb/www/
Don't read if under 18 or illegal in your little corner of the world, like you'll listen. This 
should appear only on my site http://www.asstr.org/files/Authors/srb/www/ F3, Futanari 
Palace, Pal's archive site, through Pal's yahoo group, on Pal's Forum... well, it basically 
should be wherever Pal's stuff is. Also at the Grey Archive, and some other places they 
might end up, they know who they are.

This is copyright me, so don't call it yours. Feedback can be left here. I created all the 
characters, they are all fictional, and any relevance to anyone living or dead, is incidental

This is the first in my attempts to create other stories in the Terra universe, or the 
Terraverse as I shall continue to call it. This has no bearing on the events of Terra. This 
story happens later in the history of Terra, roughly a year or so in the future.

This story contains a number of fetishes, which I will catalogue as they come. There is 
only futa transformation in this chapter.

This chapter contains sex between an elf/loli futa, elf/loli futa/tentacles, oral, anal, 
bukkake

Club Vanilla
Chapter 4
Meeting New People



"I'm sorry honey, I can't come tonight, got the grandkids over," Anne said over the 
comm. 

"It's okay Loli, err I guess just Annie," I said as I drove over. 

"Really sorry honey, I'll make it up to you next time. Tell Liz I said hey, okay?" She 
asked.

"Sure thing girl, have fun," I said, as I made the turn towards Club Vanilla.

"I will, we're baking cookies. Goodnight," she said, and I could hear the sound of 
laughter in the background.

"Night," I said, turning it off. That really disappointed me I had actually made plans. I 
went out last weekend to a store and got a cute little outfit for a young girl. I spent quite a 
bit of time picking everything out, I wanted to be more prepared this time than I was last 
time. Socks, shoes, even undies all picked out.

"Well that fucking sucks," I said to no one in particular as I slowed down in front of the 
club for the valet to take it for me. I remembered to grab my bag before I went in. I didn't 
bother dressing up too much, since I would change, but I couldn't help noticing the 
doorman Sue checking me out, this time back in her original tall black man appearance. I 
shook my moneymaker a little bit extra at her as the door closed behind me. Sometimes it 
was just nice to enjoy 

Looking over I didn't have to ring the bell since Liz was already there. "Hey!" she said, 
waving over at me. It took me a second to recognize her. She looked almost completely 
different. 

Or maybe it was I, but I was used to catgirl, or kitty girl Liz. But now she was dressed up 
in full bunny girl outfit, with giant floppy ears. I could only guess she had a fluffy tail 
too. It was just seeing it all in red hair, even her ears were a bright crimson shade. 

"Hey Elizabeth, how's things?" I asked, as she buzzed me in. She hugged me a moment 
later, and as I returned the hug, my earlier guess was confirmed, a bright red fuzzy tail 
was there over her cute buns. 

"Great honey, and how about you?" she asked, leading me down the hallway, hopping in 
a typical bunny fashion. The first time I went down here I felt like I was going to get a 
bunch of painful shots, now I feel like a kid getting in line for a roller coaster ride. 

"Not too bad, I can't complain. Work sucks, but nothing new there, everyone I deal with 
is pissed off at someone and takes it out at me," I said, following her into what I called 
the "Transformation room".  "But that's human resources."

"Wouldn't know, most people are happy to see me," she said with a coy smile.

"Ah well, at least I can have a little fun tonight. What are you up to tonight, working a 
full shift?" I asked, maybe a little too hopeful.
 
"Sorry honey, I have a half shift but I got a test in the morning, and I have to get rest for 
it," she said, her ears flopped as she shrugged her shoulders.

"Aw poo, Annie's at home tonight, what am I gonna do?" I asked rhetorically.

"Well, this is a club where people meet new people, you could, y'know, meet someone 
new?" she suggested. "I promise I won't come in during the good part demanding 
'where's my woman!'" she said, giggling at her own silliness.

I guess I didn't really think about meeting a lot of people, I was happy with Annie and 
Liz. But she was right, this wasn't just a hotel room for the two of us to satisfy our 
desires. There was a whole club there of willing adults with their own fantasies and 
fetishes to explore.

"So, to business?" she asked, picking up a pad. "I'm gonna put that you had a good time 
last time, 'kay?" she asked, grinning from ear to ear.

"Yeah, you might say that," I said, remembering vividly when I was here last. That was a 
fun time.

"Good, good, we keep records of these things, you see," she said, waving her pad for 
emphasis. "I guess if someone doesn't enjoy stuff, it helps us to figure out why, and 
change things accordingly."
 
"I always wondered what you guys were doing on them," I said honestly. Some of the 
time I wondered if they had Tetris on there.

"Well, just put in what you want to change, it's really all rather straightforward, whoever 
designed the system made it pretty much idiot proof. You could probably do this 
yourself, but only specially trained personnel are supposed to touch it. We had to sign 
waivers promising not to discuss it or misuse people's personal information, or do 
anything they don't ask for or give permission for. Plus all of us have to be at least 
registered nurses, in the off chance something does happen. Not that it ever has, but it 
never hurts, does it? Whew," she said as she ended her sentence. It sounded like she 
spoke the way bunnies went at it, fast and prodigious. "Well, what can I do for you 
today?"

"Well, I wanted to be a, well I guess it's called a loli, right?" I asked, watching her nod 
her head. I would have just said a middle schooler, but she caught my drift at least. 

"Gotcha, that it?" she asked.

"Uh, I'd like to be a futa too," I said, thinking on for a moment. I did plan on lactating 
before, but I reconsidered it. I didn't know if I should, but I really did like it. Oh what the 
hell, "And I'd like to lactate too, like last time."

"Okay, well, that should just about do it," she said, checking everything on her pad. "You 
might wanna remove the clothing first, as it could be kind of weird."

"Oh, I got a whole new outfit!" I said with excitement grinning before I said, "Not that 
Annie will get to see it."

"Okay, sounds good," she said, pulling the curtain. "I promise I won't tell her."

"You don't have to pull the curtain if you don't want," I said. "It's not like you haven't 
seen me naked, besides you're a nurse."

"Sorry honey, can't mix business with pleasure," she said, pulling it shut.

"That's not what I meant," I said truthfully. I just meant that she didn't have to because I 
wouldn't be ashamed.

"It's fine honey, don't worry about it, let me know when you're ready," she said from 
behind the screen. I undressed rather quickly, and was sitting in my underpants on the 
chair. I didn't notice before but it had that same kind of paper as at the doctor's office, or 
at a butchers. At least it was clean.

"Okay, do you're best," I said, waiting. I still wasn't used to it, even after having 
experienced it before. The transformation was better this time, at least I knew what to 
expect, even if I wasn't used to it. Still the feeling of having my bones drawn in and 
having my body lose about half its weight was strange. Then there was that strange 
tingling in my breasts, as they felt like they were swelling up, even though they had 
actually shrunk slightly. Even on my frame they seemed big, and I could feel the pressure 
build up behind my nipples. They didn't ache, but I could certainly feel the force behind 
the nipples seeking release.

And then as quickly as it started, it had ended. I looked down at my body, glowing after 
that transformation. I don't know if it was the endorphins or what, but whenever I was 
transformed I always seemed to feel great afterwards. 

Stepping down I turned towards my bag, and I rummaged through it. I had remembered 
to buy some boxers, although I did have to open up the package. I looked at my outfit and 
it was a shame really. 

A full schoolgirl outfit, complete with the skirt and everything, man I wished that Annie 
were here. I'll have to make sure I don't ruin it; unlike my other clothes I was wearing 
last time. Maybe I shouldn't have had lactating breasts this time... 

Looking at the mirror, I realized that I was too young. The skirt barely fit around the 
widest part of my bottom, the shirt hung too low…I must have gotten an outfit for a 
fourteen year old, and I lokoed twelve. Except for my boobs, but you could see the nipple 
on my right tit through the cleavage in this, since the bra was almost a joke on me.

"Liz, can you make me older?" I asked through the curtain, hearing her hum some song. I 
could have sworn it was 'Peter Cottontail'. 

"Sure thing hon, how old?" she asked.

"Uh, maybe two years older?" I asked.

"Okay, just give me half a second," she said, I could hear her hopping around the room. I 
say back down on the chair and waited a minute, bouncing my knee up and down. I kept 
wondering what it is I was going to do tonight. I waited for a couple minutes, and then I 
got up.

"Hey, uh, Liz, are you gonna do that or what?" I asked, trying to be polite.

"I already did it hon," she said. I looked down at my body. I was so busy in thought that I 
didn't even notice that I had already grown older. I looked right in my uniform, maybe a 
little too old for it, but that helped. It showed off my belly button and my tight tummy, 
and the pleated skirt was a couple inches over my knees. And the sneakers still fit, if 
anything I had grown into them. I smiled inwardly as I enjoyed the irony of that. I put my 
other clothes in the bag before getting up.

"I'm sorry," I said, turning the room divider. "I guess I didn't notice," I said, smiling in 
an attempt to hide my foolishness.

"It's okay, one time I had a girl in here who didn't believe me when I told her I made her 
a futa, even when I pointed to her a bulge. I told her if she could go to the bathroom and 
not notice it I'd give her money back," Liz said with that dopey smile of hers, "I didn't 
see her again that night." I couldn't help but laugh at it. "Alright girl, as much as I'd like 
to hang out, I got work to do," she said, and I opened the door and went out.

"Good luck on the test honey," I said, glancing back.

"I'm going to need it," she said, with a sigh. She smiled at me, it seemed like she was 
smiling through the frustration of it all. "Have enough fun for the both of us!"

"I will," I said with a grin, not knowing exactly how I'd do that. But what do you really 
say to someone when they ask you for something like that, 'Uh no I'm only going to have 
enough fun for me'?

I suppose it didn't really matter, I had long forgotten it by the time I went through the 
door into the club. I checked the bag of clothes before heading out into the real area of 
Club Vanilla.

I was pretty disappointed when I got out there. I know it was a Wednesday night, but the 
place was pretty dead. I grabbed a drink and went around, making small talk to the people 
there. Most of them were interesting enough to talk to. Tom the futa with two penises 
seemed to be eying me over, we talked for a bit. 

I talked to the Allen twins for a while, and they really liked my outfit. We chatted for a 
while; they wanted to go get themselves each a pair to wear. When I joked that it would 
be like I was their younger sister, the two of them seemed to really get interested, and 
started talking to one another. 

I met a new person, her name was Renee, she was dressed up like some BDSM 
dominatrix in leather. I didn't notice for a while how pale her skin was, I thought it was 
makeup from far away. When her leg brushed up against mine I could feel how cold she 
was to the touch, and then I saw those fangs, I noticed she was here as a vampire. She 
was nice to talk to, but I didn't want to get bitten, or whipped either.

Then I saw a couple of catgirls come in, glancing them over I wish I had Anne there to 
say what I was thinking, 'There's a couple of friends for Liz, I wonder if they smell each 
others crotches like dogs?' They didn't even break for the club; they went straight to the 
backroom. I sighed, looking the place over. I had talked to most of the people, and didn't 
even have anyone in mind.

I sighed and went to the bar. I just held my glass up. I still couldn't get over the 
bartender's eidetic memory. "How's it going?" I asked.

"Oh I can't complain, nice and quiet tonight," she said. 

"Yeah, I noticed," I said, looking up at the TV, I recognized the show, some cop drama. I 
never understood why the only jobs that people think are interesting to make shows about 
are cops, lawyers, and doctors. 

"Oh my god I love that outfit, it's sooo cute!" I heard from my side. I turned around to 
see a woman rubbing the fabric of my skirt. I was so engrossed in the TV show and my 
drink I didn't even notice her pull up to me. 

"I'm sorry, I didn't mean to be all grabby," she said, letting go of my skirt. The way I 
was sitting she could see the red cloth of my satin boxers. 

"It's okay, it's not like you pinched my bum," I said, looking her over. She was a skinny 
girl, tall and wispy. What struck me most was the ears, they were long and pointed, she 
was dressed up like an elf. She was wearing a light brown leather skirt that looked 
homemade, and a green vest. "I'm Julie," I said, offering a hand.

"I'm Linwe" she said, shaking my hand. "But most people call me Lin."

"That's such a pretty name," I said.
 
"It's not my real name, it's my elf name," she said with a chuckle. "I've been into elves 
for ages before coming here, doing LARPs and video games and in chats, and now I get 
to live it out." She said. "Even some of my friends call me Lin in real life. My brother 
even got me a winter hat with ear holes," she said, grinning.

"You know, I never really had one big thing like that," I said, as I finished the last gulp of 
my drink. "Can I get another, and one for my friend here," I said to the bartender, who 
was back in a minute.

"Oh, you're a buffet style girl, I respect that. Truth is you guys tend to have the most fun, 
because you don't come as the same thing each time. But then again, I don't know, 
there's something so satisfying about being able to live this out," she said. I looked down 
at her card, her picture showed a pretty chubby short looking girl. The girl could drink, as 
she finished hers down with one gulp

"I don't know," I said, taking a quaff of my drink, "I just like enjoying myself. I never 
thought of doing anything other than, I guess vanilla sex before. Huh, y'know I just got 
that," I said, as I thought about the club's name. "But now, I'm just having tons of fun, 
and I can do it here where it's clean and, it's weird, it's like being a kid again, where your 
dream is able to come true. Just I can really do it. Every night I come here I live out 
something new and different, so I'm happy. Maybe someday I'll settle down with one 
particular fantasy."

"I know what you mean, when you find that one fantasy, you'll find that one perfect 
partner, Julie-san," she said, with a giggle. The guy told me the outfit was supposed to be 
Japanese, but it didn't have the annoying bow or tie in front that those did. Or at least that 
they did on TV shows. "Are you new? I don't get in the habit of picking up schoolgirls, 
or at least I haven't yet," she smiled.

"It's my third time here, I'm not new, but then again I'm not a regular either," I said 
honestly. "Who do you usually pick up, anyways?" I asked, getting another drink.

"Well, usually I meet up with a friend of mine. His name is Dan, and we met online, we 
both play the same game. Usually he's here by now, I don't know what's up with him, 
and the place is kinda dead, so I thought I might try to pick up a schoolgirl while I wait," 
she said. I kept racking my brain for Dan, who he was, but I kept drawing a blank.

"Oh really, because I was looking for an elf to come along and take me to her…uh, tree 
fort," I said, trying to play into her fantasies, and failing horribly. She was a good sport 
about it, and laughed it off. If anything I felt sillier because she wouldn't stop laughing 
for about a minute and a half.

"I'm sorry, I'm really sorry," she said, wiping tears from her eyes as she caught her 
breath. "I'm using that for my website."

"Uh, okay, just leave it as anonymous," I said. "Back to what we were talking about, are 
you interested?" I asked, lifting an eyebrow towards the back rooms. 

"Oooh, you're straight to the point, ain'tcha? I like that," she said, finishing off another 
drink in a big gulp. "These go straight to my head, just like you darlin', let's go." She 
bounced off the chair, and nearly fell off. I had to grab her, even with her height I don't 
think she weighed more than I did. "My hero!" she said, planting a big wet kiss on my 
cheek. 

"Are you sure you wanna do this?" I asked, I didn't want to take advantage if she had too 
much to drink.

"I'm fine darling, you lead the way," she said, getting on her feet. I guess maybe she was 
used to drinking as a bigger girl, but she was pretty tipsy. Drinking was different for me 
as a smaller girl too. I led her by the hand over to the back rooms.

"I stole one of your forest dwellers," I said winking at Glenn. He laughed a little bit, 
before typing up on his computer. 

"Alright, well the two of you have your choices, rooms one through eight are all open and 
clean, actually you can pick any room except for eight and twelve," he said. 

"I guess lucky number seven," I picked at random. 

"Okay, just remember to let us know when you're done with it," he said, typing in his 
computer. I smiled at him, and noticed him watch us head down the hallway. I guess 
most guys have a uniform fetish.

I opened the door and led her to the bed, closing it and blanking the outside world away 
from seeing it. I don't know when I'll be ready, if ever, to give people a peepshow. I 
turned around and Lin had practically jumped on top of me. Her lips met with mine, her 
tongue forcing its way down by throat. I took me a second to get used to it, but before 
long I was in an ardent French kiss with her. 

This girl seemed used to roaming her hands was everywhere. First they were at my 
backside, groping my butt cheeks and pulling them apart, as I squirmed in her arms. Then 
I felt them slide in between my skirt, rubbing against me. She paused for a second as she 
felt my cock between my legs, and I got worried. I never told her I was a futa tonight. I 
was relived a moment later when she began to grope the organ through the satin boxer 
shorts. I was going mad as I felt myself poking through the pee hole in the boxers, 
pitching a tent in my skirt. 

Then her hands moved up, pawing at my breasts. She unbuttoned my shirt, cupping my 
breasts through the bra. And then just as I start enjoy that, her hands were moving again. 
Her tongue was another story entirely, working slowly and methodically with mine, 
exploring my mouth. I could taste her drink in her mouth as I enjoyed the tongue-lashing. 

I broke our embrace, looking down with some pride at my throbbing cock pitching a tent 
in my skirt. I practically pulled this girl down onto the bed. I looked down at her body; 
she had already opened her vest, and was wiggling herself out of her skirt. I wanted to rip 
the clothes off, but I took my time, these cost me almost a hundred bucks! Besides, Anne 
needed to see it.

Pulling my boxers around my hard shaft, I let the skirt and underwear drop. I finished the 
last two buttons on my shirt and laid it down on chair. I still have the bill to fix my car's 
interior from the last time I was here.

I wanted to tackle this girl she looked so inviting. Her body was taller than mine, yet her 
frame seemed so wispy, so thin. She didn't look emaciated, her breasts were small but 
delicious, and even on a small frame with nice hips she looked so feminine and 
delectable. I rose by body, I was shorter than her, but it was all for the best. I reached my 
hand down as I worked my hands between her legs, quickly homing in on her moist 
snatch, she was already getting ready for me. 

I began kissing her small breasts, licking on one nipple before switching to the other. I 
savored their feel, as hard as diamonds poking from the small mounds of her breasts. My 
fingers found the wet lips of her womanhood, slowly rubbing the outer entrance. My cock 
throbbed painfully against our two bodies, as I hastened my actions, trying to coax out as 
much oil to lubricate her as I could. 

I had to lower my body, because of her height, in order to get in her. I aimed my cock at 
the entrance to her body, savoring the look of her tight body and taunt tummy for one 
more moment before I plunged into her wet orifice. Her slender elven body was as tight 
as her honey pot, and I found myself working almost as hard as I had to with Loli 
Annie's eternally tight snatch. 

I felt her hands reach up, grabbing my larger breasts in her hands. My nipples were 
aching, and as I felt her play with it I watched with glee as a stream of pink milk shot 
forth, under pressure it hit her in the face, almost getting her in the eye. She managed to 
shield her eyes, and collected most of the milk, drawing it to her face and smiling as my 
milk elicited a satisfied moan. This girl didn't stop for a beat at my futanari cock or my 
lactating breasts; she must be a regular here.

I began working my cock in and out of her wet snatch, feeling her body draw me closer. 
She must have the world's most flexible neck, because she was able to draw her neck 
down, suckling on my offered breast despite her height. I saw a surprised look on her face 
as I realized she had gone to my chocolate breast, and was probably expecting 
strawberry. I grinned as I looked down, feeling the milk draining from me like a hose 
going off, or my cock shooting a load. 

I felt her groaning more and more with each powerful thrust I made, the only thing 
muffling her was my breast in her mouth. I could feel her sucking getting stronger, 
almost painfully so as she drank from my breast like soda from a straw. Her body was 
thrusting in rhythm with mine, squirming as she got closer to release. 

I wasn't even close to stopping, I pulled her body closer to mine, plowing into her with 
more authority. Her mouth drew apart from my breast. I could hear her gargle chocolate 
milk before swallowing it, groaning and grunting. I could see a bead of sweat dripping 
from her brow as I saw that primal desire in her eyes. 

I kissed her mouth, still open and moaning from my unceasing sexual attention. I could 
feel her moaning into my mouth as we explored each other's tongues. Suddenly I felt her 
bite down, I was afraid I was going to lose my tongue as she came hard, moaning and 
groaning around my body. I moved my mouth, only a moment later being shrieked at as 
she screamed almost uncontrollably. I moved my hands to my ears to shield them from 
her really high-pitched voice. As I did, her body slinked down from mine, and I had to let 
her drop out or risk hurting myself as she came, spouting out pussy juice starting the 
moment I withdrew, my futa cock sheathed in her shiny juices. I just watched the elf 
under me as she came, enjoying the sight but seeking climax of my own. 

I watched her lean forward, glowing in her post orgasm happiness. "I'm sorry," she said, 
getting on her hands and knees as she crawled over towards me, "I didn't mean to cum so 
hard. Let me return the favor."

I swallowed hard as I saw her dainty hands work her slender fingers up and down my 
shaft. My cock never softened for a moment while I watched her climax, but as I knelt 
there I swear it got harder still as I watched her slip the tip of my cock head into the same 
lips that elicited such cascading moans earlier. Her tongue was expert, constantly 
working the entire underbelly of my cock as she worked it in and out. Her mouth was so 
hot and wet, almost as good as her honey pot, but it was so much tighter as she began 
deep throating my cock. 

She didn't waste time, she didn't try to tease me. She kept deep throating me and worked 
her head quicker and quicker, eager to get me off. I felt a hand slide around my backside 
as she began to finger fuck me from behind. She started with two fingers but quickly 
worked a third in deep. To say I was wet was an understatement, and she didn't need to 
take her time working them in slowly. Even in my tight fourteen-year-old body her 
fingers flew in and out of me. 

I saw I conquered I came hard. Lin slowed down as I began shooting a stream of 
swimmers down her throat. She continued to suck me off; swallowing my sperm with the 
same voracity she drank my milk. Feeling her throat muscles swallow around my cock 
was incredible, and helped my already incredible orgasm. My hands went to my nipples, 
pinching and squeezing them as the pent up pressure was released, streams of milk 
shooting in concert with my blasts of cum. I felt her hands grabbing my cock as she 
pulled her head back, sliding up and down my well-lubricated cock as she squeezed off 
more and more jizz into her mouth. I watched them balloon up as I kept going, rivers of 
white slipping out from the corners of her mouth and dripping down onto her breasts. As 
my orgasm was slowing down, I felt her take my cock out, and watched as she opened 
her mouth, showing me a mouthful of cum. She jerked me off twice more, as the last of 
my sperm dribbled out, missing her mouth by an inch. I watched her gulp it down before 
she began to clean the white stuff off of her, I had to rest and nearly collapsed on the bed.

"Oh my god, you're a fire hose," she said, laying down next to me.

"Why, why the hell did you suck me off like that, it was like in a porno or something, like 
you were doing a money shot," I said, not complaining at all.

"My boyfriend likes that, I thought you might too. Plus I kinda felt bad since I came first. 
And I've always liked the taste of cum, especially from the futas here. Something about it 
is so sweet and tasty, not nearly as salty as it usually is," she said, smiling. I could see a 
few drops of dried up cum on her breasts, but other than that it looks like she had done a 
thorough job.

"I'm not complaining," I said, watching my breasts heave up and down with each breath 
as I started returning to normal. I nearly jumped when I heard the door knock.

"We're still in here, give us a little bit more," Lin said the same way I would turn down 
housekeeping in a hotel. 

"Uh Lin, is, is that you?" a voice asked. Or not really a voice, but more like a thought…

"Oh, come in Dan," Lin said without any hesitation. Then I remembered everything in an 
instance, as a tangled mess of tentacles entered through the door, not all at once, as it 
couldn't force so much through the door. I couldn't see him before, but now I could get a 
good look at his frame. It was like a single ball centered in the middle of a mass of 
tentacles, half of them controlling his motion, slithering inside of the room across the 
floor. The other half seemed to act like arms, some tangled around his body, covering his 
round center, others reaching around, moving the chair and my clothes to make for his 
personage. I don't know if he recognized me at first, I did look different, but when I saw 
his glowing blue eyes transfix on me, the slithering mass seemed to stop cold.

"I'm sorry, I didn't know you had company," came a voice in my head. It was like 
before, he wasn't talking, he was sort of saying it straight into my brain. He had told me 
before that he was a broadcast telepathic, but I'm not sure what it means. It sounds like 
he can tell us stuff, but he told me he can't change my thoughts, or even read them unless 
I let him.

"No, no, it's fine, come in, come in," she said, sitting up. "This is Julie, Julie, this is 
Dan."

"We've met. Actually, he saved my life the first night I was here," I said honestly, in 
some awe of seeing him in all of his glory in normal light. "Thanks again."

"You're welcome," he said to me. I tried not to stare, but this was the most incredible 
thing that I've seen. "I'm sorry, I should leave, I didn't know you had company."

"No, come on stay, you already know Julie," Linwe said, trying to wave him in with her 
hand. 

"It's my fault, I was late," he said, his voice and tone rather dissimilar to his appearance. 
He sounded like an apologetic weak person. "I never should have made you wait so long, 
it's not your fault."

"No no no, it's my fault, I was weak and wanted sex, I tried to comm you but you didn't 
answer," she said.

"My car died and I had to take a cab here, I left it in there," he said, as the last of him 
slipped into the door. The more I heard from him the more that I was able to humanize 
him. It was tough when I saw him, he is such an intimidating figure, but emotionally he 
seems so weak and yielding. 

"I'm sorry Dan, I was weak," Lin said, rubbing her legs against one another. "You know, 
we always talked about…"

"No, I mean you don't have to," he started saying.

"If anything, I should go," I said, finally breaking my silence as I rose from the bed, 
heading towards my uniform on the chair. I always hated being stuck in the middle of a 
lover's quarrel. 

"No, no you should stay," Lin said, looking at Dan. She didn't possibly mean what I 
thought she meant…

"We couldn't, I mean we haven't even talked to her about," Dan started to say, 
interrupted a moment later.

"Well why not, you know her, she just said you saved her life, right?" Lin asked. 
"Besides, we know she's trustworthy, otherwise they wouldn't let here in here."

"Uh, guys, could you please stop talking like I'm not in the room?" I asked, trying to be 
polite. This was a rather awkward time, and it sounded like they wanted me to be in a 
threesome.

"I'm sorry Julie, I didn't mean to be rude, we've been going out for a while, and we've 
been discussing having a threesome," Lin said, her eyes glossy with lust. "I never really 
thought about having it here, for some strange reason, but it makes all the sense in the 
world. You said earlier you were interested in having sex, and you know both of us," she 
said giggling, maybe a little more than tipsy from the drinks still. "So whaddaya think, 
are you interested in taking a trip to tentacle town?" she asked bluntly.

"I'm sorry," Dan said, I could see his exasperation in his eyes. They were the only part of 
his body that seemed to show any kind of language. "I didn't come in to be so blunt about 
something, and I don't want you to feel like my earlier assistance should indebt you to 
having sex. This is why I had hoped to discuss this ahead of time with someone, I never 
wanted to put you in this kind of situation," he said, or rather broadcast into my head. 

I mulled it over in my mind. This was certainly a jump, and it was something I never 
really considered before. Lin was an incredibly fun woman, and I had enjoyed myself 
thoroughly. Dan had been nice to me the first time we met, but I don't know if I was 
ready for something that extreme. Still, of the two of them he seemed the more 
reasonable person the more grounded one. 

"It's not like he's gonna rape you," Lin said, watching me think on it. "He's the biggest 
best cuddliest monster you're ever gonna meet, and he wouldn't hurt a fly, let alone hurt 
anyone in sex."

"Let her make up her own mind," Dan said, or broadcast while I mulled things over. The 
idea of having all of those tentacles everywhere was arousing, and I couldn't will my 
growing erection to abate.

"Alright, I'm in!" I said, feeling my libido taking over. Maybe it was true, maybe when 
you have a cock that is what you use to think.

"I would lie back down," she said, grabbing a tentacle in one hand. "This can be pretty 
intense. If you want him to read your mind, you just have to focus on something really 
hard for him to hear it."

"Okay, so how does this work do I just, oooh" I said, as I felt a web of tangled tentacles 
make their way over to my body. Another mess of tentacles made their way over to Lin, 
and I watched with wonder as they spread apart, each one going to a specific task. Lin 
had already taken a tentacle in her mouth, and was sucking it.

I felt two tentacles with what seemed like mouths reach over to my breasts, each one 
nibbling gently with hard satiny lips on my nipples. I was surprised at how gentle, how 
deliberate each was. I expected the tentacles to be cold, slimy, inhuman, but his were so 
caring and tender. They were lubricated, but not slathered with Crisco like I had 
imagined. It was more like someone had licked their finger, and with warm saliva his 
tentacles danced over my body. 

My attention was drawn away a moment later as I felt a tentacle reach down at my cock, 
rubbing it from the tip to the base. More tentacles sprout forward, two of them reached 
around, spinning themselves around my breast as I felt another pair of suckers join in on 
my breasts, lifting and massaging them as they played with my nipple. Before long, I 
could feel jets of warm milk spouting forth. I think it took him by surprise, but it didn't 
stop him. I could feel the milk collect in his large suckers, each one larger than my 
nipples, and collect and encircle for a while before he drank them. I watched a balloon of 
milk travel through the tentacle towards the center mass, and was quietly pleased at my 
output.

I turned over and looked at Lin, who was much farther along than I as. She had starting 
on a tentacle from the beginning, but now she had one in either hand, jerking them off as 
I saw two large looking tentacles working their way down between her legs. She had two 
tentacles working on her breasts as well, but they seemed a bit rougher, pulling her 
breasts up and down with each motion. She must like it rougher, or maybe Dan was just 
playing it easier on me. 

I nearly jumped as I felt his tentacle reach down and massage the soaked outer lips of my 
vagina. Lin had worked me over earlier, but she was nothing like this. He seemed to have 
half a dozen small tentacles working their magic on the outer folds, licking and lapping 
and massaging and teasing everywhere at the same time. I felt a small sucker latch 
straight on my clit, and I nearly came right there. 

I looked over, envious of Lin, who had two tentacles filling her already, and another 
working its way down her throat. She was an expert cocksucker, I could vouch for that. 
But it looked like he had shoved three feet of tentacle cock down her throat. 

Thinking back onto what Lin told me earlier, I thought as hard as I could, "I'm ready" 
and when it failed, I thought, "Do me!" He didn't seem to get the idea, perhaps I was 
doing it wrong, but I noticed that he was paused slightly. 

A warm tingling sensation on the tip of my cock surprised me, as Dan worked a tentacle 
on top of my cock. This one was different; it was soft, softer than the mouths feeding on 
my breast milk, softer than the small tentacles working their way around my outer lips. I 
felt it begin to swallow my cock, slowly at first but it quickly gained steam, as I seemed 
to inflate the tentacle like a condom. The mouth was incredible, it was warm with the 
same sticky saliva feeling the rest of the tentacles had, but it was tighter, almost skin 
tight. No matter how tight it got, there was always a layer of lubrication between the 
tentacle, and me always keeping it wet and warm and protected from being chaffed. 

I looked down, watching with glee as the vagina tentacle swallowed my entire cock. Then 
it began to pulsate, and milk me. It was hard to explain, but it started moving the flesh 
like a wave, tugging slightly at the base and working it's way up. Unlike fucking, it was 
like a gentle hum of constant milking action. I was like on a plateau of pleasure.

"FUCK ME NOW!" I screamed in my mind, hoping beyond hope it would work. I felt a 
tentacle reach into me, one of the small ones gingerly began to work its way in my, 
gingerly like a gynecologist. I thought "Bigger, harder," over and over again, as I felt 
tentacle after tentacle reach into me, ranging from no bigger than my pinky until finally I 
felt a tentacle cock big enough to satisfy me. 

I felt it enter me slowly, working the bulbous head into my soaked pussy. I worked my 
body against it, reveling in the exquisite feelings as it worked more and more into me. I 
watched with delight as Lin was receiving a powerful fucking in every orifice. Feeling 
jealous, I thought hard to myself "Lin is having more fun than I am"

A moment later I could feel a tentacle work its way down between my legs, down below 
me. Another presented itself near my face. I took it into my mouth instinctively, 
wondering a second later if it was wise. It was warm and sticky, almost rubbery like a 
piece of fresh fruit. The taste was delicious, it was almost like the icing on a cinnamon 
roll. Then I felt the head of another tentacle, this one slightly skinnier, work its way 
around the tight ring of the entrance to my ass. It worked slowly, in small circles around 
the orifice as my body got used to the feeling. 

I would have cried in ecstasy were my mouth not full. My cock was humming, as 
constant mini waves were driving me insane, it was like both entering and pulling out at 
the same time at once. I felt both tentacles pulsating and fucking my honey pot and ass, 
working their ways deeper than any human could possibly hope. My breasts were on fire 
as his never-ending suckling was draining away more milk than I thought possible.

I groaned as I came hard, both my pussy and my cock came at the same time. I felt rivers 
of cum blast into the tentacle as it continued to coax every last cast off drop of cum I 
could let out. I felt torrents of milk blast out of my breasts, pooling around my nipples 
before being drank by the mouth tentacle. As my cock and breasts were drained, I felt the 
never ceasing tentacle cocks work their way in and out of me, they ran in unison just like 
a metronome, never deviating from their rhythm. My mind was going nuts as I squeezed 
and spasmed my body around the cocks that didn't seem to mind.

I watched Lin as she came just as hard, if not harder. I thanked the fact she had a cock 
deep in her throat, so I didn't have to hear her scream. She bucked and spasmed, her body 
was flying in the air and bouncing on the bed. 

I looked at her for a moment, and then looked at Dan again, and thought harder than 
anything I remembered, "Don't stop!" Dan didn't miss a beat, and kept going. In fact he 
sped up, his pacing going faster and faster. The lubrication around my cock kept it from 
becoming chaffed, and it had cleaned the jizz from my cock, which felt incredible. In fact 
it felt like I had gotten harder.

The tentacle in my pussy began working faster and faster, I could feel it working deeper 
into me. "More!" I thought to myself, as I felt another tentacle join in. This one was 
smaller, but it still felt incredible, as it joined its brother deep in me, joining his rhythm a 
moment later. "More!" I thought again, feeling a third tentacle work its way inside of me, 
filling me beyond description. It felt like I had three baseball bats working inside of me, 
but with the nanobots help it didn't hurt for a moment. The three wiggling cocks began 
altering their rhythm, one entering as the other was pulling, with one in the middle, 
constantly rubbing my pussy insane as it was being fucked on a three tiered system. 

While my sex was being ravished, I felt another tentacle work it's way to the outside of 
my bum. I made an agreeing thought, which was becoming more and more difficult 
through my sexual haze. It was slower than the other two had been in entering, but when 
my pink hole afforded access it took the plunge, joining its brother tentacle deep inside of 
me.

The tentacles were running faster and faster, the three tiered fucking my vagina was 
incredible, filling up every inch while at the same time massaging and pleasing every 
possible inch of my pussy. The two tentacle cocks working in and out of my ass were 
moving at the same rate as the one working itself in my mouth, every second they would 
fly in and out like a madman possessed. I was in a sensual heaven.

Then suddenly, I could feel everything slow down. I looked over to Lin, who was 
slowing down as well. I could hear something faint in the back of my head. Over and 
over it was coming, but it felt like hearing a wave on the shore. I looked at Lin, trying to 
read her face. Suddenly I heard it, "…he doesn't…want to…doesn't want…want to…to 
cum" she thought to me, someone transmitting the thought through Dan.

I looked straight into his eyes, thinking as hard as I could "It's okay!" I had to repeat it a 
couple times, but he must have been convinced, because I felt the tentacles begin to 
increase their pace once more. They began to approach their previous pace, more 
tentacles than I could remember working my body. I suckled on the one in my mouth 
thirstily enjoying the taste and consistency of the member. I had mouths on my breast, 
some drinking the milk, others working around, laying sweet kisses on the breasts and 
cupping and massing them with the tentacle. I felt the small tentacle tips working their 
way around the tight seam between my pussy and his tentacle cocks, eagerly teasing and 
playing with every inch of the outside of my sex. Yet another one was latched straight on 
my clit, rubbing, rolling, encircling, and just playing with the engorged nub. Then there 
were the three cocks working their way in and out of my pussy, only now they were 
working so fast inside of me it seemed like they were as one. Then there were the two 
cocks working in and out of my ass, and filling the tight innards of my bum. 

I cried into the thick cock as I felt my second orgasm overtake me, this one was even 
stronger than the last. I bucked and spasmed around the cocks, which never ceased their 
actions, if anything they got even faster. I couldn't control my body as it shook and 
trembled on top of him. My cock erupted in an orgasmic explosion, sending jets and jets 
of more semen than I thought I could have possibly produced. The mini waves seemed 
stronger and more powerful, drawing the last little bits of cum from me. 

I was suddenly surprised when I felt the tentacles begin to widen inside of me. The 
bulges almost wouldn't fit inside of me, I was crammed full of tentacle cock. When the 
bulges slipped in I felt rivers of cum fill up my body. All three tentacle cocks worked at 
once, filling my womb in moments. The two tentacles in my ass fired away, filling me 
with the sticky cum. Even the one down my throat went off, filling me once again with 
the sticky cinnamon flavored cum. A moment later I felt the tentacles cocks exit me, one 
by one, but they were still pumping cum out of each one, pooling in a puddle outside of 
my stretched out pussy and ass. But they weren't anywhere close to finishing. I felt the 
one slip out of my mouth, shooting a wad of cum on my nose. It was more than any 
normal cock ejaculates, it looked like in that one blast it was more than a normal cock 
would cum in a night of sex. My nose, lips, and chin were covered in cum. I took a 
tentacle in each hand, jerking them off as they shot load after load like hoses. 
Unfortunately, he had a tendency to cover my body with his cum. I wouldn't have 
preferred it, but I didn't mind it that much. It still tasted like cinnamon roll icing, and 
smelt like it too. But in a couple of minutes my entire body was covered from my chin 
down in the white gooey stuff. As the cocks began to cease their ejaculations, I turned 
over to Lin, and was shocked.

Lin had apparently kept the tentacle cocks in her, because her stomach was so distended 
it looked like she was pregnant. The tentacles slid off of our bodies as Dan seemed to 
lean against the wall, seemingly exhausted himself.

"Oh my gosh, are you ok?" I asked, looking at her.

"Of course I am, I love when he cums like a hose down my throat, here, feel" she said, 
putting my cum covered hands over her stretched out tummy. She swayed her body left 
and right, and I felt the cum in her sloshed around, feeling like milk in a mostly filled jug. 
"Isn't that the coolest?" she asked as I moved my hands away.
 
"Uh, yeah that's really something," I said, trying to fake enthusiasm was more difficult as 
exhausted as I was. I began to giggle as I felt her tongue start to work it's way over my 
body, licking the cinnamon flavored cum off of me. I joined her in cleaning my body off. 
'At least I didn't mess up my uniform' I thought to myself, as I downed a swig of semen. 
'And if she wants a big belly, she's gonna have one after she eats all of this cum off'

I heard Dan laugh, or at least his voice laugh in my head as I realized he heard everything 
I thought. The two of us laughed uncontrollably as Lin gave us a confused look.


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