New York: Tentacle Breeding Ground

Ryan hesitated, bending over to try and help the struggling man, but Lydia spun him around by the shoulder and yanked him away - causing a tentacle he hadn't noticed to miss grabbing his leg by mere inches.

"Pay attention, Ryan!" Lydia snapped. "We need to secure our own safety before we can help others!" He had never seen her so fired up before - other than when the new guy Jim got promoted over her. "The subway is right there! Get your head out of your ass and let's move!" Despite wearing no shoes, Lydia still managed to outpace Ryan as they scrambled towards the stairs that led underground. His suspicions that she kept her figure through rigorous exercise were starting to have more merit.

As they began to descend into the subway amidst the rest of the fleeing crowd, Ryan noticed a young brunette woman up the block, likely no older than twenty, suddenly get grabbed by a torrent of tentacles that burst from a nearby manhole. She screamed and flailed as the unearthly tendrils pulled her tight tank top up over her head while simultaneously slipping her skirt down her legs, revealing a lacey pink bra and matching silk thong.

She was hoisted up into the air and promptly dragged shrieking into the open manhole as tentacles tore her bra from her chest, leaving it in tatters on the street next to the rest of her discarded clothes. The last thing Ryan saw before she was pulled completely underground was a flash of her unshaven pussy coming into view as tendrils ripped her panties from her crotch and began to tightly wrap around her pert little tits. The girl made eye contact with Ryan for a brief moment, her eyes filled with a mixture of tears and lust, before she was gone.

"M-maybe underground isn't the best place to-" Ryan began to say, but the throng of panicking people flowed like a river down the stairs behind him, forcing him and Lydia deeper into the subway station. The chaotic crowd jostled them around as people pushed and shoved anyone nearby in order to progress to the platform as fast as possible, hoping to be able to jump on the next train.

"We made it..." Lydia gasped, as she and Ryan managed to make their way near the front of the line. They pressed up against a support pillar and watched wide-eyed as more and more people began to fill up what little space was left in the subterranean station.

Ryan was surprised to see that their waitress was still nearby, standing next to the large man from earlier, who was attempting to call someone on his phone with a clear look of frustration on his face.

"I can't get in touch with anybody - even when I do manage to get service down here!" He complained. "Hey, watch it, buddy!" He let out a growl as another man was shoved into him, which nearly made him drop his phone.

"Oh God, oh God..." moaned Elena, hugging herself and slightly rocking where she stood. Her sniffles were barely audible over the shouting that dominated the enclosed, echoing chamber:

"It's gotta be aliens, right?"

"My son! Has anyone seen my son!?"

"They were fucking people! Holy shit did you see that!?"

"Where the hell is the train!?"

"We're all going to die..."

"How can the police be so incompetent? There's your tax dollars at work, people!"

"It took her! It took my wife!"

And other such shrieks and grumblings were all mixed together into one messy cacophony of human panic.

"Which station is this?" Ryan asked Lydia. "I was too distracted to even check the signs!"

"I don't know either," Lydia admitted. "But any train out of here is good enough for me! Wait... do you feel that? I think the next one is coming now - get ready to fight for it!"

Sure enough, the telltale rumbling and screeching of metal wheels could be heard approaching from down the tunnel. Everyone near the front of the platform began to scramble to get as close as possible. Several people were almost knocked down onto the tracks, but managed to grab onto something or someone just before taking the fatal plunge. Moments later, the shiny carriages came into view and started to come to a jerky, unnatural stop.

"Oh shit..." Lydia croaked. Screams and shouts began to rise up from the other people in the crowd who could also see into the train's grimy windows. Ryan's mouth dropped open and he was frozen in place from the sight.

The entire interior of the subway car was coated in pinkish slime and writhing, fleshy tentacles. Countless passengers, all nude, were plastered to every surface within, with tendrils of all sizes messily filling any orifice they could find, along with hungrily sucking and stroking every exposed cock and tit.

One man's groin was pressed up to the window with legs spread wide, his hairy balls smacking against the glass as a tentacle, slick with a syrup-like fluid, aggressively frisked his engorged member. In no time at all, he was cumming more semen than Ryan had thought possible - even on nights alone when imaging Lydia in bed with him. The white spunk splattered against the window and obscured the view slightly as it dripped down the glass.

Every other window was like this as well: covered in either tentacles, cum, or naked body parts pressed lewdly against the glass. One large black woman's fat ass was squashed firmly against a window, with a brush-like tentacle clearly working her into a frenzy as it vigorously rubbed between her swollen, wet pussy lips and jiggling cheeks for everyone in the station to see.

Suddenly, the doors to the train from hell began to open with grinding, straining sound as some of the strange ichor and tendrils covering the exits began to pull away. Loud moans and cries of pleasure could be heard from within, coupled with obscene, wet noises and fleshy slapping sounds. The crowd of people on the platform began to panic and attempt to run the opposite way, back up the stairs - but more people were still filing into the underground area and were blocking any escape attempts.

As the train doors continued to slowly open, a thick stream of strange orange fluid mixed with human ejaculate started to ooze out onto the platform. Once the doors had slid open wide enough to let a human through, dozens of warty tentacles shot out of the carriages, grabbing any of the terrified onlookers who happened to be too close and dragging them into the nightmarish, meatwall interior of the trains.

The entire station erupted into pandemonium as the immediate danger became more realized. With the path back to the surface choked by the crowds, the people down on the platform began to desperately search for any way out and away from the train car full of lewd tentacles.

One man decided to take his chances and leapt down onto the tracks behind the train, clearly hoping to make his way down the tunnel. He disappeared from view, but moments later a scream was heard echoing down the dark walls just before even more tentacles began to flood into the station from within the tunnel, covering every surface they touched with a thick slime.

More and more people were grabbed by the encroaching tendrils, either being yanked into the train, pulled down into the dark tunnels, or simple being stuck to the subway walls where they stood by a sudden deluge of quickly-hardening ichor that gushed from the tentacles slithering on the ceiling. The tentacles made short work of clothing, and soon the sticky ground was covered in loose garments, some of which were now little more than shreds.

Ryan, frozen in fear, simply gawked at the sea of naked bodies being ravaged by tentacles all around him. A nearby woman was struggling against several tendrils that held her down. Her cotton white panties were stripped away from her shaved mound and thrown into Ryan's gaping face, blocking his view as a meaty tentacle shoved its way deep into the newly exposed hole.

He felt a firm grip on his arm and turned with a start, expecting to find a tentacle latching onto him, ready to strip him naked and milk his balls empty in front of all these moaning strangers, but it was Lydia's hand that met his eyes.

"Stop staring and move!" She yelled, pulling him away from the chaotic scene and back towards the wall. A small office was situated along the back of the platform, with a large bulletproof window looking out over the station. The door was open and the interior was a mess as if the occupant had fled in a hurry. With nowhere else to go, Lydia yanked Ryan through the doorway and slammed it closed, locking it with the button on the knob and propping a chair against the handle for further resistance. The walls of the office greatly muted the horrific sounds echoing from all around and an eerie silence overtook them as they watched out through the window.

"Great, we're safe for now, b-but we have nowhere to go!" Ryan stammered, looking for a place to exit or otherwise hide within the small confined space.

"We bought a few minutes..." Lydia replied, her legs finally giving out as she slid to the floor next to him. "Maybe... maybe someone will send help. I swore an oath to myself to never give up, no matter how hard things get..." She groaned as she gingerly touched her feet. Her stockings were dirty and torn from running barefoot. Despite the critical situation they found themselves in, he still caught himself fantasizing of removing her socks and gently sucking her delicate toes. He slid down next to her with a heavy sigh and they huddled under the desk out of sight.

"Lydia... if... if we don't get out of this... I just need to confess that-"

"You want to fuck me, right?" Lydia replied matter-of-factly.

"I- er- I was going to say th-that you're my role model... what? Umm..." He blushed and gulped.

"You don't have to hide it. It's obvious that all the men in our department look at me that way. I get it. I'm a woman of power - a trophy."

"And also pretty hot," Ryan blurted out without thinking. He nearly choked on his tongue as he attempted to slam his mouth closed as fast as possible.

She raised a thin brow and smirked at him.

"I see... Well, unfortunately for you, I don't like to mix business with pleasure," She sighed. "Nor am I some piece of ass to conquer. However, due to the circumstances, I may let myself-"

She was suddenly cut-off by a loud slam against the window above them. They both flinched and banged their heads on the desk above them, cussing in pain. Lydia peeked out from under the desk and let out a gasp, prompting Ryan to look as well despite his instincts telling him to stay hidden.

Elena had been shoved against the glass and already stripped of her black top, leaving her cute face and plump bosom to be lewdly pressed into the window, only covered by a simple black bra. Her eyes widened as she noticed Ryan and Lydia hiding within. Her mouth opened as if to cry out for help but suddenly a slick tentacle shoved its way into her mouth, causing her to gag and moan in distress. Tendrils swarmed underneath what remained of her work uniform, covering her tanned skin with sickening mucus.

She struggled to no avail as small feelers began to rip her tight black pants off, followed by her black panties. Thick tentacles lifted her legs up over her shoulders, giving Ryan and Lydia an unhindered view of her taut ass and pink pussy lips, adorned with a small tuft of blonde pubes.

A clear tan line was visible around her crotch, and an additional one around her bra line came into view after another tentacle ripped the squirming girl's bra from her modest chest. Her pale, pert breasts were squished against the glass of the window, rubbing her small nipples against the hard surface. Ryan hated himself for it, but he could feel his penis stiffen at the sight. There was something about tan lines that did it for him... like the proof that he was gazing upon untouched, secretive flesh.

"W-we should help her!" Ryan stuttered, starting to stand up.

"Are you crazy!?" Lydia gasped. "Ryan, it's too late! If you don't get down, you'll be next!"

"I can't just-"

This time, it was Ryan's turn to be cut-off by a series of loud, fleshy impacts from outside. The two of them swerved their heads back towards the source, which proved to be Elena again... or rather, things going on around her helpless, naked body. Tentacles had started to pry her pussy lips apart to allow several more tendrils to slide up into her quivering hole. They could barely make out a buzzing sound, as if the appendages thrusting into her dripping womanhood were rapidly vibrating. They watched as her ass clenched and her back arched in pleasure from the unwanted invader, causing her tits to repeatedly pull away and press back into the glass as they squished obscenely against it.

The source of the sound that had startled Ryan was not from her, however. The large man Elena had been standing near - and had been serving water to only half an hour before - was now suspended behind her, just as naked as she. Tentacles swarmed all over his fat body, covering his eyes and filling his mouth and ears as his body jerked and swung in the air. His anus was being teased mercilessly by small vibrating feelers, while his thick ass cheeks were being audibly flogged repeatedly by flat tendrils - apparently discovering that pain aroused the man more.

His cock certainly seemed to confirm this, as the impressive 7" shaft was already dripping an endless stream of precum. The man's legs were raised above his shoulders, completely exposing his genitals as the tentacles slowly pulled his body towards the unaware waitress who was still occupied by sucking on the appendage in her now drooling mouth.

Elena's entire body was suddenly pressed firmly against the window. With her legs raised and spread as they were, even the mound of her moist cunt was pushed flat to the glass, allowing a small trail of her juices to be seen trickling down. She squirmed weakly but her defiant spirit seemed to have already faded away. The look on her face almost seemed to suggest that she was starting to enjoy it.

Suddenly, the tentacles holding the man swung him forward, ramming his firm erection deep into her now gushing pussy, positioning him so that his thick cock could piston upwards into her gaping hole. The window shuddered and Elena's eyes widened in surprise. Her hips started to buck, but a deluge of syrupy ichor cascaded down the glass and hardened almost immediately, sealing her petite body in place. She was now completely immobile, save for her eyes, which wildly looked around the interior of the office at Ryan and Lydia's terrified faces. Soon, the look of fear in Elena's face melted away into one of bliss.

Rhythmic thumping sounds coming through the glass and the jiggling of Elena's soft flesh made it clear that the man was fucking her -- or being made to fuck her by the tentacles. It wasn't clear. The sounds of her lewd moaning, though muffled by the tendril in her throat, could still be heard from the other side of the sturdy glass. After only a minute, her body suddenly started to spasm and twitch as a torrent of white cum began to ooze from her swollen slit while a clear fluid squirted from within and dripped down the window.

Clearly, her and the man had both reached powerful orgasms at the same time. They were only the first of many. Ryan watched as the man's balls, also now pressed to the slippery glass and covered in juices, jostled up and down as he relentlessly fucked the young woman. They both howled and groaned as their brains became consumed with pleasure. Ryan was unable to reel his eyes away from the outrageously erotic scene in front of his very eyes, especially once slimy tentacles slithered up around Elena's already squashed tits and began to sensuously squeeze and play with them. They bent her back slightly to allow tendrils tipped with suckers to latch onto her stiff nipples and begin to tease the sensitive nubs with dozens of writhing, vibrating cilia. She shivered, and so did Ryan.

Damn what a bad time to be horny! He internally admonished himself. I never should have invited Lydia to brunch! If only his head had been clear at the start of all this, maybe things could have been different. But now he was trapped in a small glass prison, surrounded by tentacle monsters. More and more people started to become entangled within the flesh wall that now almost completely encased the office, with naked asses lining the window as their owners were fucked senseless.

There was only a small patch of glass through which they could still see the station. It was now creepily dark, as all the lights had been covered by writhing organic masses. Some tumorous-looking growths along the walls were glowing with a faint bioluminescence that revealed the silhouettes of dozens of people encased in the pulsating walls of the subway platform.

Many of the captives had their limbs completely consumed in the writhing mass, with only their naked torsos on display. Tentacles hung down from the dripping ceiling and clung to people's faces like grotesque air masks, pumping who knows what into their mouths. More knobby tendrils rhythmically worked to thrust in and out of countless exposed assholes and pussies, all gushing with more of that viscous orange slime.

Rows of jiggling, pillowy breasts lined the walls, all being slowly squeezed and milked by tentacles with large, starfish-shaped suckers on the ends and transparent sacs along their lengths that were quickly being filled by milk. Other rows of twitching, erect cocks were receiving a similar treatment - all engulfed by transparent tentacle sleeves that expertly masturbated each shaft and quickly filling with cum that was sucked away into the surrounding walls.

The lewd sounds of groaning and whimpering were so loud that Ryan and Lydia could hear the noises from within the office. Lydia began to shake slightly.

"I changed my mind..." She murmured. "I-I don't want this... I don't want this at all...!"

"You changed your mind...?" Ryan whispered, staring at her.

"I thought... I thought maybe that if I lost my virginity with you first - with a friend - it might make the... the inevitable more bearable... but now I'm just... I'm just scared." She looked at Ryan with red eyes, her usually immaculately styled ponytail was now loose and unkempt, and her expensive, pressed suit was now a wrinkled mess. Ryan's urge to have sex with Lydia suddenly melted away into a primal instinct of protection. "Can you... hold me...?" She sniffled.

"Of... of course..." He looked at her with tired eyes. The fact that she was a virgin didn't even seem to faze him at this point. Perhaps her aggressive push for a career had kept her away from love. How was he to judge? After all, he was a virgin too.

Ryan also felt tears welling up in his eyes as he pushed up next to her, putting his trembling arm around her shaking shoulders and holding her close. She wrapped her own arms around his waist and they remained like that silently for several minutes. It wasn't particularly intimate or romantic. It was just two scared, confused, and overwhelmed people trying to find comfort in one another. From where they were huddled beneath the desk, they could hear banging on the window above and the small sound of cracks beginning to form.

They hugged each other tight up until the moment that the tentacles burst through the window and filled the office, quickly finding their two cowering bodies. Lydia was pulled away from Ryan with a shriek and they were both held aloft in a spread eagle position.

"Lydia! No!" Ryan cried out.

"Ryan, I-!" Lydia's words were silenced as a slippery tentacle filled her mouth, pumping that orange liquid into her throat, which gurgled out of her lips and dripped all over the floor. Her eyes suddenly seemed to glaze over and her cheeks appeared flushed in the glow of the single light bulb in the office, which was quickly being covered by the ichor.