The Horror Beneath II Ch. 02

Sorry for the delay - you might want to read the first part of this to work out who the characters are as there's no recap!

*

Frank couldn't believe that his life could change so much. His sister had promised him so much, a life full of debauchery now that he was back under her control, but even then he never dreamed that everything she promised would actually come to pass.

Over the last four months, since she had convinced him to buy the old abandoned school house in the middle of nowhere, things had changed beyond all recognition. Thanks to the Ctholoid cum that he had eaten - mixed in with his food as he never wanted to take it from the source - he had lost a huge amount of weight, becoming lean and muscled; his hair had grown back; his face had smoothed and lost the signs of age; and his dick . . . Frank had always been ashamed of his small dick and his premature ejaculation but now he possessed almost a foot long cock and a pair of balls that produced enough cum to almost drown someone and he could fuck for as long as he wanted.

His sister, Janine, had changed also. Gone was the thin, bony woman with the hairy upper lip and in her place was left someone who looked as though she had walked off the set of a porn film. Her hair had become thick and lustrous, a dark blonde mane that fell to just above her waist; her legs were smooth and toned; her ass was round and pert; her facial features had softened, her lips becoming fuller; and her breasts had grown till they were each almost the size of her head. She was still herself, though, still the one in control of things, and made sure she reminded him of that.

The building had been done up and, a couple of months ago, had been re-opened as the Chambers Academy for Wayward Young Women, taking in six teenage girls from schools that were glad to be rid of them. The girls, belligerent and troubled at first, were unknowingly fed food liberally mixed with the cum from the Ctholoid in the basement. As a result, not only had their behaviour changed, but, like Janine, so had their bodies. Each of them had turned into a schoolboys wet dream - long legs, gorgeous looks and really big tits.

As the supposed head of the private school, Frank wasn't expected to teach the girls anything; his sister took those duties on board, and his role was mostly for show. After they had first opened, various officials had come to inspect the place and Frank had been the one to show them round. Now, though, they were mostly left alone, something which suited both Frank and Janine immensely. The lessons, too, had become less formal as the girls had altered in both mind and body, becoming compliant and willing participants for Janine's real lessons. His sister had them act out plays that she had written, each successive one featuring more and more sex. While the girls would not have considered even kissing each other when they first arrived, as the weeks and months went on, they were more than eager to act out Janine's debauched lesbian fantasies. Frank had his pick of them as well - at least one of the girls would visit his room in the evening every night, sometimes two or three at a time. Those that were left in the dorm room would eagerly indulge each other's passions.

Janine spent most of the nights in the basement, harvesting the cum from the Ctholoid, keeping some for herself and placing the rest in jars to spread amongst the food. She had allowed him to watch on more than one occasion as she had been fucked in every hole by the thing's cock-like tentacles; true to her word, as the thing had grown it had sprouted more and bigger dicks until it now had five. The first time he had been brave enough to jerk off while watching her getting fucked by the thing, she had smiled at him, looking longingly at his new, big dick while the Ctholoid plunged its own cocks deep into her pussy and ass at the same time. No matter their changes, however, she still wouldn't let him fuck her.

He sat behind his desk in his office, glancing through the paperwork that still had to get done despite the bizarre nature of his new life: bills had to be paid, however his world had changed.

The knock at his door made him look up, though, and he smiled as one of the students entered.

"Please, sir, I've been asked by Miss Chambers to ask you to join her at the basement." the girl said. He grinned as he looked at her, the perfect image of the slutty schoolgirl. None of the girls had wanted to wear the uniforms when they had arrived but, after the first couple of weeks of unknowingly eating the Ctholoid cum, they had become more susceptible to Frank and Janine's wishes. Each of them now wore the same style outfit: short pleated skirt, ankle socks, and a blouse that struggled to contain their huge tits.

Over the last week, Janine had decided to introduce each of the girls to the Ctholoid and, despite their initial revulsion, due to the pheromones it produced and their strong libidos, each of them had gladly given themselves to it. Now, it was the turn of the last girl.

"Thank you, Maria." Frank said. He stood and walked over to her, slipping his arm around her waist and guiding her out of the office. She hugged him back and he could feel her big tits pushing against his chest. They walked along the corridor and down the stairs, past the single classroom and over to what had been the cloakroom. The other four girls had been asked to remain in their dorm room while the last of their band, Caroline, was introduced to the Ctholoid.

Janine stood outside the door to the basement with Caroline who was dressed in the same way as Maria. While she knew something was happening, she didn't look nervous; she and Janine were close together, the teenager running her hand up Janine's thigh, both of them turning to look at Frank and Maria.

"So what's happening?" Caroline asked.

"All the other girls have seen what you're about to." Janine said. "We asked them all to keep quiet until you'd all seen it, and you're the last one."

"You might be a bit scared at first," Maria told her. "But once you give it a moment, it's fantastic."

"Hush now." Frank said gently spanking her pert little ass. "You'll spoil the surprise."

"Sorry, sir." she said automatically.

Janine opened the basement door and turned the light on, revealing the dusty floor and the walls with the sigils still in place.

"There's nothing down there." Caroline said.

"Trust us." Janine said and took her hand, leading her down.

Frank and Maria followed, staying at the top of the stairs, watching the other two reach the bottom. As their feet touched the ground, the earth in the centre of the basement moved and surged, five tentacle cocks erupting and turning towards them as if looking at them.

"What the fuck is that?" Caroline shouted, holding on to Janine's arm and trying to hide behind her.

"Don't worry, it won't hurt you. Watch."

Janine stepped forward and began unbuttoning her blouse, revealing her huge tits. One of the tentacles reached up and slipped between them, dribbling pre-cum into her cleavage. Another moved under her skirt, pushing it out of the way even as she unzipped it and took it off, the tentacle becoming momentarily tangled up in it. Yet another took advantage and began nuzzling between her legs, trying to slip into her pussy while she playfully batted it away.

"Come here, Caroline." Janine said.

"Go on, it really won't hurt you." Maria said from the stairs where she stood with Frank. She dropped to her knees and unzipped Frank's trousers, reaching in for his big cock and pulling it out. As Caroline watched, she eagerly began sucking on it, her head moving back and forth along its length, trying to take as much into her mouth as she could.

Caroline turned back to Janine to find her teacher now naked and on her hands and knees. One of the tentacles had moved in front of her, letting her suck on it; two of the tentacles had moved behind her and were now sliding in and out of both her pussy and her ass at the same time; the remaining pair hovered around her, the ends oozing pre-cum almost constantly. Janine looked at her and beckoned her over.

With the pheromones that the tentacles produced, along with her heightened libido due to the cum she had been eating over the last couple of months, it didn't take more than a moment's thought before Caroline stripped out of her clothes and stepped over to her teacher. As she neared her, the two free tentacle dicks turned to her, both of them sliding up between her big tits and trying to get into her mouth. She gratefully sucked on one while the other moved and wrapped itself around her waist, pulling her down on to her knees.

On the stairs, Frank had lost his trousers and had sat down, Maria straddling him and riding his cock, her tight pussy sliding up and down his length as his hands pawed at her big tits.

"Oh sir . . . You've got such . . . A big cock!" she moaned.

"Call me daddy." Frank said, making her grin. All the girls knew it was his favourite fantasy.

"Mmmmm, daddy. I love your big cock in my pussy, daddy." she said in a girlish tone of voice, spreading her legs even wider. "Watch it, daddy . . . Watch your big . . . Fucking cock . . . Fuck my pussy!"

"Oh I am, baby, I am." Frank said as he watched her move up and down on his dick.

On the basement floor, Janine had moved over Caroline who now lay on her back with one tentacle in her mouth, the other fucking her big tits. Janine took hold of the tentacle in her mouth and pulled it out, pushing it between Caroline's tits where it joined its fellow in tit-fucking the girl. She reached behind herself and, with no little regret, pulled the cock out of her pussy and held it in front of the young girl.

"This one's going in your pussy." she said, grinning as Caroline nodded eagerly, her mouth and hands wrapped around one of the cocks. She moved the tentacle down between the girl's legs and let it slip into her sopping pussy, watching it for a moment as it started to fuck her. Janine eased the other cock from her asshole, sighing as she did, and moved it beneath the last one. "And this one's going up your ass." she said to Caroline who's eyes went wide at the thought.

Janine let go of the tentacle and watched it push into Caroline's tight little asshole, the flared head of the cock spreading her butthole wide as it forced its way inside. She screamed around the cock in her mouth for a moment, trying to reach down and get it out of her butt. Janine grabbed her hand and stopped her.

"It's okay, you'll get used to it in just a moment." she said. Even as she was saying the words, Caroline began to relax, the pre-cum from the tentacle easing the passage of the cock in her ass. She began to moan and sigh as she was fucked in every hole, Janine bending down and licking at her tits, occasionally sucking at the cocks that were tit-fucking her.

"Caroline's finally got something in her asshole." Maria said, looking over her shoulder at the scene on the floor as she still rode Frank's cock. "For weeks she hasn't . . . mmmmm, yeah . . . Hasn't let us . . . Even put a finger up her ass."

"That's all gonna change now." Frank said, grabbing Maria's legs and lifting her off him. "Just like it's all change for you." He turned Maria around and pulled her back down into his lap, holding his cock upright. She knew just what he wanted and, as she lowered herself, she held her ass cheeks apart, allowing him to aim his cock at her butthole. The head of his cock, slick with her pussy juice, easily popped into her asshole, the shaft following as she slowly dropped on to his lap.

"Mmmmm, daddy." she purred. "Your cock feels . . . So fucking big . . . In my ass." She began sliding her perfect ass up and down his cock, Frank watching all the while, holding her short skirt up at her waist. "Ohhhh god . . . Fuck my ass, daddy! Fuck it!"

On the floor, Caroline was moaning and sighing almost constantly as the tentacles fucked her, making her cum over and over, Janine holding her big tits together so that the two tentacles could fuck her cleavage simultaneously. Janine noticed one of the cocks between the girl's tits beginning to swell and knew the sign well.

"They're going to cum, Caroline." she said, leaning down and kissing the girl's cheek. "And when they cum, they cum a lot."

The tentacles shook and then came, shooting out huge amounts of cum. The two between Caroline's tits spurted together, coating her big jugs in thick layers of jism. Her pussy and asshole were filled within moments, cum squirting out of her holes as the cocks kept fucking her even as they came. She coughed as the dick in her mouth shot its load and Janine grabbed it and pulled it free so the girl wouldn't choke; the tentacle pulsed in her hand as it kept cumming, plastering Caroline's face with streams of spunk. Janine grinned as she watched her try and swallow and lick up as much of the jism as she could.

On the stairs, Frank and Maria watched Caroline and Janine get covered in the thick ropes of tentacle spunk, Frank's cock buried deep up her ass.

"Are you . . . Going to cum . . . Soon, daddy?" Maria gasped, moving her ass up and down his prick. "Gonna give me . . . Some daddy cum?"

"Oh yeah . . . Here it comes, baby!" Frank moaned, pushing her off his cock. She quickly turned and dropped to her knees between his legs, wrapping her lips over the head of his cock as he jacked off into her mouth. He grunted as he came, his cock spurting out thick ropes of cum into her mouth again and again, making her swallow almost continuously. He grabbed her hair and pulled her head off his dick, hosing her face with cum, watching it run down her cheeks to drip from her chin to her huge tits.

"Mmmmm, thank you daddy." she said, smiling up at him through the glaze of jism.

As the Ctholoid cocks continued fucking Caroline on the floor, Janine looked up at Frank.

"Time for phase two, brother dear."

* * * * *

Morenna watched as the young man and a slightly older woman entered the small inn and headed to the bar. She was grateful that the handful of locals gathered around the place had someone else to stare at instead of her; each of the half dozen men, including the innkeeper, had watched as she'd eaten the bowl of thin soup that she'd been given. They had no interest in her food, of course; they were hoping that her magnificent jugs would spill from the too tight dress they were imprisoned in.

After escaping from Blackhold Keep, Morenna had wandered through the forest, trying to keep her bearings and head for the town of Ho-Tomol, but she had soon become lost. She knew the thin dress she had been wearing would not keep her warm enough through the night and had begun thinking about making a fire when she came across a small wooden hut. The old woodcutter who owned the hut couldn't believe his luck when a half naked gorgeous woman knocked on his door asking for help. After listening to her plight, he gave her a dress that had belonged to his now dead wife which fitted her every curve, except her huge tits. Thankfully it laced up at the front but even with the laces pulled tight, it still looked as if her breasts were about to fall out if she breathed in too quickly. He fed her as well and promised to take her to the nearest inn where she could try and get passage to Ho-Tomol. When he told her the price of all this, Morenna wasn't surprised in the least. She spent the night in the old man's bed, fucking and sucking him until he could take no more.

True to his word, however, he gave her the dress and delivered her to the inn the next day. By the time they arrived on his slow, horse driven cart it was near evening and Morenna decided that, with the few coins the woodcutter had given her, she would spend the night there. The innkeeper had almost fallen over himself, trying to have her stay in his own room but she declined -- kind hearted woodsmen were one thing; fat, smelly bar keeps were another. He had finally let her have the only room in the place that was for rent explaining that as they didn't have that many travellers, they didn't have many rooms. Sitting down with the meagre meal he had provided, Morenna tried to ignore the stares of the men as they rubbed their groins, listening to the whispered tale of the woodsman as he boasted of his conquest the night before.

"But you must have another room! My son and I have to stay the night here as our horse is exhausted."

Morenna looked up to see the woman pleading with the bar keep. She was a good looking woman, wearing a very smart dress that seemed out of place in the middle of the forest -- it was almost a ball gown with a long skirt and low cut enough to show the tops of her impressive bosom. Her hair was piled high on top of her head and subtle earrings sparkled in her ears. The young man that was with her was quite handsome and also very well dressed in a jacket and breeches and, as Morenna caught his eye, smiled at her.

"Sorry, ma'am, but we've only got the one. If you'd like to come to some arrangement with the lady in the corner," the bar keep pointed over at her, "that's your choice, but I can't magic up another room from nowhere."

The woman looked over at Morenna before stepping towards her, grabbing her son's hand and pulling him with her.

"Madam, I'm terribly sorry to put all of us in this position." She said.

Morenna held up her hand. "That's alright, I heard the bar keep and I know what the situation is."

"My son and I need to get to Ho-Tomol but the horse that pulls our carriage is tired and needs a rest. It is far too cold to sleep outside in the carriage and so are forced to ask if we can share your room."

Morenna looked at them both and smiled. "I hate to sound mercenary," she said. "But I need to get to Ho-Tomol myself and I have no transport. If I share my room with you, would you be able to take me along with you?"

The woman and her son glanced at each other and shrugged.

"That seems fair. My name is Lady Aimee Snow and this is my son, Adaric. May we join you while the bar keep retrieves our bags from the carriage?"

"Very pleased to meet you. My name is . . . Lara." Morenna said, unwilling to reveal her real name while still on the run. "If it's all the same to you, Lady Snow, I'd rather we retired to our room. I'm sick of all these men staring at me."

"You can hardly blame them for admiring such beauty, madam." Adaric said, sneaking a glance at the expanse of cleavage on display.

"For that remark, son, you can get our bags from the carriage and tend to the horse. Lara and I will be in the room."

The young man grumbled under his breath and headed back out of the inn while his mother, with Morenna leading the way, left the table and went through a side door into a small hall. Stairs ran up to the next floor and the landing had three doors leading off: a bathroom, the bar keep's bedroom and the room they had rented. They stepped inside, Lady Snow running into Morenna accidentally; the room was so small that she had not been able to get into it far enough, dominated as it was by one large bed with perhaps a foot of walking space around it. There was a small stool in one corner and a single window without a curtain, allowing the almost full moon to shine through. That and two candles stuck to the wall above the bed provided the only light.

Morenna turned to face Lady Snow, their large breasts mashing together, their lips only a few inches apart.

"I'm afraid there's only one bed, my Lady." Morenna said softly. "I do hope you're not going to reconsider sharing my room. It is dreadfully cold outside after all."

Lady Snow blushed and slowly, almost reluctantly, pulled away from her a little. "We would do well to . . . benefit from each other's warmth." She said, moving to the side of the bed and sitting down on it.. "But please, tell me how you came here."