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Ben 10: Tentacle (not so) Force(ful) [Potter-Kun and MMRS]

Mal'Galor was able to understand Julie's suggestions and acted as she wished. As his tentacles squeezed their breasts, four more emerged and shaped themselves into mouths, their tongues mainly made of fur. The created mouths soon latched onto the breasts of the girls and began to suck, the suction of the mouths more powerful than any human mouth and it combined well with the squeezing of the other tentacles.

His 'tongues' began to swirl around their perky nipples, batting their nubs around before they swirled around them skillfully. Then those tongues managed to even tug on their buds, developing tiny feelers that were able to tug on their nipples.

As he did this, the tentacles on their thighs could no longer contain themselves and started slithering their way back up their inner thighs, the fur rubbing against their soft and smooth skin as he squeezed their thighs in a similar manner to their breasts, but they didn't venture any further, Mal'galor was still worried about how they might react to him venturing so close to their most private areas.
 
Julie felt a small wave of pleasure course through her body, as every centimeter of her chest was lavish with gentle attention. When she felt Mal'Galor's tentacles caress her thighs just below her bikini bottoms, she knew she should do something. Say something. But what she was experiencing was better than anything she had ever imagined.

"Wrap...oh fuck!...wrap a tentacle around her waists. Life...OH!...Lift us off...PLEASE!...lift us off the ground. Slide our panties...mmmmf!...off. Just lick and touch. Virgins. Will talk...YES!...will talk...after."

Gwen tried to shake her head, to say no, to put a stop to this, but it felt so damn good she could find a coherent thought, much less put up any resistance. She blushed at the fact that she had shaved herself just that morning for her swim suit (as had Julie), and that Mal'Galor would be seeing part of her no one else had ever been allowed to see made her face practically glow red. But even the looming embarrassment couldn't force her to put up a resistance.
 
Mal'galor's arousal meant he was more than happy to obey Julie's advice. He wrapped a tentacle around each of their waists and lifted them off the ground and decently high into the air. As he did this, a number of smaller tentacles gripped the sides of their panties and ease them off their body before letting them fall to the sand below. As he did this, his fur brushed against their inner thighs and rubbed up briefly against their now exposed labia's and clitoris.

As this was occurring, the tentacles around their breasts continued their activities, the mouths sucked harder and the tongues swirled around their nipples faster, coating every inch of their breasts in fur and a slime residue that was basically his saliva.

He stated at their now exposed pussies and he let out a huge blast of pheromones at seeing them.

"You two are beautiful...so beautiful." He stated lustfully as he began to brush a tentacle up against each of their pussy's. His fur rub against their glistening cunts and tingled against their clitoris. His rubs started slow as he gauged their reactions but rapidly increased in pace, the tentacles basically acting as giant, furry tongues that licked them fully with each gyration of his limbs.
 
Julie's reaction was immediate upon having her lower lips licked.

"FUCKFUCKFUCKFUCKFUCKFUCKFUCKFUCK!"

A small part of Gwen's mind was shock at hearing her friend shout out obscenities, but that small part was drowned out by Gwen's own body's reaction. Gwen felt as if she was experiencing one small orgasm after another, with a large one building up in the background.

The fact that she was being held up in the air, and had been stripped in public was not lost on her, but there was nothing she wanted to do about it.

Gwen's mind was trying to put up a (futile) fight against her own body, but when Julie yelled out "YES!", the sound of her friend was enough to trigger her own orgasm. But Julie and Gwen thrashed about mindlessly as they surrendered themselves to pure nirvana.

It was Julie who finally tried to (very weakly) push Mal'Galor's tentacles away. Catching her breath, she told him, "I---I think you need to set us down and let us get our head together. And then we need to talk." She gave the Terkun a weak smile as she added, "And you're the best boyfriend anyone could ask for."
 
The sight of Julie and Gwen trashing in pleasure made Mal'galor very aroused. His breath began to grow ragged and his "tongues" eagerly licked at their pussies, even as they came. He wanted to take in all of juices. Indeed, since all those hairs had some nerve endings on them, he had gotten a good "taste" of them both and he rather enjoyed it. He thought this might become quite addicting.

Just as he was getting ready to get his head in the clouds though and resume licking them more, he heard Julie's words and he snapped back to his sense, though his arousal was still high.

"Oh...of course..." He stated, panting slightly as he tried to calm himself, gently lowering the girls down onto the towels as he withdrew his tentacles, trying to hide his own embarassment and arousal.

"Thank you....for the compliment, Julie...I think you two are the best girlfriends anyone could ever ask for." He stated, giving them a thumbs up emoji and a smile one too.
 
"No, trust me, you're the one who deserves all the thanks," Julie giggled, blushing, as Mal'Galor set her and Julie down on the blanket. "And, um, I guess we need to discuss how to express our gratitude," she added, turning a brighter red.

Gwen, who had laid back on the blanket, to catch her breath and get her orientation, suddenly sat straight up, using her arms and hands to cover her 'strategic' parts as she frantically looked around for her discarded swimsuit.

"Julie, I can't believe---we have to--this shouldn't have," Gwen began, clearly in a panic.

Julie, however, was feeling extremely sanguine about the situation, a fact that surprised even her.

"Hey, hey, hey, relax! Relax! Take a deep breath!" Julie instructed, grabbing Gwen's wrists and attempting to pull Gwen's arms away from her body. Gwen initially resisted at first, but finally allowed Julie to do so.

"First of all, everybody has seen everybody, so it's too late for that," Julie began. "And second of all, wasn't that the absolute best thing ever??!! I mean, wouldn't you just like to stay here and enjoy the sun and water and that again?? And doesn't it feel great just to wonder around absolutely nude?"

Gwen ducked her head and turned crimson red, but nodded.

"Then let's get rinsed off," Julie said, standing up and pulling Gwen to her feet. "And see what we can do for the big guy," she added, giving a ribald wink to Mal'Galor, as her and Gwen headed to the water.
 
"Thank me? Well I don't want to force you two to do anything you don't want to." Mal'galor stated, petting their heads with a smile. He truly did really like this girl.i

"I'm glad you two are enjoying it! Shall I leave you two alone for awhile to wash off?" He inquired, his eyes very much still on them, loving their perfect bodies as he fought internally to keep his arousal under control.
 
"Oh absolutely not! You stay put!" Julie said with a giggle. The young Asian-American girl had somehow adapted quickly to the situation, and was very openly enjoying. True, she had some trepidation about what she knew would come next, but being a virgin, that was only natural. Still, it was an adventure she could have never imagined, and one she did not want to pass up.

"I, um...well, we still need to ask you some personal questions, if we're all going to...you know, continue playing together." There was definitely a blush on Julie's cheeks, but she pressed on. "Anyway, I assume you enjoy looking at us, and I think we both like being looked at, don't we, Gwen?"

The two young woman had migrated to waist deep water, ducking into the water and rinsing themselves off. In addition, Gwen was positioning her body so that her breasts were easily visible to Mal'Galor, and she had refused to make eye contact after recovering from the series of orgasms he had given her.

Gwen said something unintelligible in response, but Julie wasn't having any of that. She moved quickly behind Gwen, reached around and cupped Gwen's breasts and turned the redhead back toward Mal'Galor.

"For example, you enjoy looking at her breasts, don't you?" Julie said, as she kneaded Gwen's breasts and gently tweaked her nipples. Gwen gasped, and made a soft protest of "Julie!" but did nothing to stop her friend, but actually closed her eyes and leaned back a little, obviously enjoying Julie's ministrations.

"Gwen and I actually went up a cup and a half in size since we were in high school," Julie added, sliding her hands underneath Gwen's breasts and lifting them, as if presenting them for inspection. "What do you think?"
 
When Julie told him to stay put, he simply nodded his head and watched the two wade out into slightly deeper waters. He didn't want to be apart from them either, but he didn't want to make them uncomfortable either. He waded out into the water as well, making himself comfy as he watched the girls. He noted that Gwen seemed to be slightly more shy about all this, but Julie seemed to be taking the lead.

"I do enjoy looking at you both, yes...you are both quite beautiful." He gave them a thumbs up emoji as he seemed surprised to see Julie wrap herself around Gwen and squeeze her breasts, presenting them to him in a manner. He felt his face flush slightly as he nodded.

"I do enjoy seeing's Gwen's breasts....yes...and yours as well, Julie." He stated as he stared at Gwen's breasts for a moment. One of his tentacles slithered up and began to glide across her mounds before gently wrapping around them and squeezing and messaging them gently. Mal'galor just couldn't help himself at this point...he wanted to be in contact with the girls more.

"This might sound like an odd question...but if you two are good friends, have you ever kissed? I've never seen a kiss in person before..." Mal'galor stated, interested in seeing the act preformed and not quite knowing it was meant to be an act not preformed between just friends, but lovers, rather.
 
Julie moved her hands away as Mal'galor's furry limbs took their place on Gwen's breasts, but continued supporting her friend. Gwen for her part went limp, moaning in pleasure at the electric feel of Mal'galor's touch. The fur of his tentacles brushing against her nipples was particularly thrilling, and had begun another buildup of pleasure in her body.

"Just little hugs and pecks," Julie admitted, before leaning in and taking a little nip at the base of Gwen's neck. Gwen whimpered at the gesture, still writhing in ecstasy as Mal'galor kneaded her breasts "But then we never been in a situation like this before either. Now I have a question for you." Julie paused, feeling more than a little awkward about asking the question she was forming in her mind.

"Do you have a penis? More than one maybe? I mean, can you determine how many you have? And are they as flexible as the rest of your limbs?"
 
Mal'galor listened to Julie's words and Gwen's moans as he continued to play with Gwen's breasts. His fur took on the shape of tongues near her nipple and began to lick them back and forth with the movement of his tentacles around her breasts as he squeezed them, his fur brushing over her breasts almost entirely now.

"We actually have the ability to morph a number of our limbs into....what you would call a penis." Mal'galor blushed slightly as two of said tentacles came into view. They were slick and clear of fur...but didn't have malleable ends like his limbs but rather, bulbous heads that made them resemble a penis to a certain extent.

"I can....create a few more , if you'd like?" He questioned, still embarrassed slightly as he wondered what Julie had planned.
 
"I think you better wrap a tentacle around Gwen's waist to keep her standing, Mal'Galor," Julie chuckled. "Her keees are definitely gone."

Julie found she was getting aroused just by watching what her Terkun friend was doing to Gwen.

"Well, my first question is, do we need to worry about getting pregnant? I think you're a great guy," Julie said, "But I'm not ready to be carrying around a little Mal'galor inside."

"And, um, would you like to play with us some more," Julie asked, crimson coming to her cheeks, "Or would you maybe like to watch me kiss Gwen first?"
 
Mal'galor nodded and wrapped a limb around Gwen's waist to keep her standing and from falling to her knees from the pleasure he was giving her. His tentacle continued to squeeze and rub against her breasts as Julie spoke.

"I can activate a hormone in me that will make me sterile for awhile so we should be fine." He spoke, blushing slightly at the words as he contemplated Julie's next sentence.

"Well....I would love to see you two kiss....I've never seen such a thing in person before."
 
"Well, I think you might need to activate that hormone," Julie said with a blush. "But as for kissing..."

Julie couldn't help but smirk. It seemed even extraterrestrial males were turned on by the thought of two women making out.

And even though Julie had never entertained the idea of being with another woman, now that the idea had been introduced into her head, she found herself becoming aroused at the prospect.

"You'll probably need to turn her toward me, then," Julie said. "And leave her breasts alone, so she can focus on the kiss," she added with a giggle.

As for Gwen, she was still in her own world, luxuriating in the sensations caused by Mal'galor's tentacles.
 
Mal'galor nodded as he began to activate the hormone in his body. It would take a few moments to kick in fully, but it sounded like Julie intended to have some fun with Gwen for a few moments so it would all be fine most likely.

He turned Gwen to face Juile, but kept a tentacle wrapped around her waist. While his tentacle was no longer on her breasts, her back and ass her pressed against his body, fur rubbing up against her bare skin and continuing to arouse her slightly.

Still, Mal'galor's eyes were focused solely on the two women in front of him now as he waited to see how Juile would start the kiss.
 
"Feel free to wrap some tentacles around both of us," Julie instructed huskily, "Just keep it toned down. Otherwise I won't be able to focus on the kiss." With that, Julie moved closer to the taller girl, put a hand behind her neck, and pressed her lips against Gwen's.

Gwen's eyes, which had been closed as she rubbed herself against Mal'Galor, suddenly flew open as Julie's lips pressed against hers. The protest that formed in Gwen's mind almost immediately died as she returned Julie's kiss eagerly.

Julie's arms slid behind Gwen, pulling her slightly away from (but still touching) Mal'Galor, and Gwen's arms wrapped around Julie as the kiss intensified.
 
Mal'galor nodded as he gently wrapped some of his limbs around the two girls. Just firmly enough to keep them close together and so his fur was brushing up against their skin, but not tight enough for them to really notice through the sensation of the kiss.

Mal'galor watched with keen eyes and his pheremones only continued to be output. His cock tentacles began to throb, their furless and slick skin seemed to be veiny and throbbing, seeking and wanting attention as they engorged. However, because of what Julie had said and his interest in the kiss, he didn't try to intervene or insert himself yet; happy enough to watch for now, despite his growing arousal.
 
"You're so beautiful," Julie said huskily as she broke off the kiss. There was a smoldering look in Julie's eye as she let her eyes roam Gwen's body, before she began placing kisses on Gwen's jawline, then slowly began working her way down Gwen's neck.

"Julie, I don't...shouldn't..." Whatever Gwen was trying to say came out garbled as she leaned her head back, her eyes closed, as she exposed more of her throat to Gwen's lips.
 
Mal'galor continued to watch the two of them, his arousal increasing as he rubbed his tentacles a bit more firmly against the the two girls. It was getting harder to contain and control his arousal now but he wanted the girls to enjoy themselves first.
 
Julie's lips continued working their way down Gwen's body, until the reached her breasts.

"Your breasts are magnificent, Gwen," Julie murmured, before her mouth took in the peak of Gwen's left breast, gently suckling. When Julies tongue began softly batting Gwen's nipple, the red head moaned, holding the Asian girl's head to her chest tightly.
 
Mal'galor's arousal could not longer be contained as as Julie began to kiss Gwen's breasts, his two cocks wandered into the scene, gently prodding Julie and Gwen on the cheeks. He let out a soft moan as he looked at the girls.

"I'm sorry...to butt in....but it's getting...harder for me to contain myself...." He managed to get out, his voice sounding slightly ragged as it was clear he was struggling with his own desires and wants now.
 
It was the prodding of Mal'Galor's two penises that broke the two girls out of their frenzy.

Almost as one, the two girls broke free of Mal'Galor's tentacles. Gwen even had a slight glow about her.

"Whoa whoa whoat!" Julie said, backing away. "We were going to talk before things went in that direction. Remember?"
 
Mal'galor blushed and nodded. "Right, I'm sorry Julie....just seeing something so...how would you call it...sexy, I believe? It makes containing myself hard." Mal'galor admitted, withdrawing his tentacles away from the two girls. He was embarrassed at his inability to control himself, but he really needed release.

"Should I....just pleasure myself so it doesn't become an issue?" He asked, not sure if he should get rid of his nearly uncontrollable arousal on his own. He wasn't sure what pace Julie was wanting to proceed at now.
 
"Why don't we all just take a deep breath and calm down?" Julie said, her breasts heaving as she tried to follow her own device. Gwen nodded in agreement, as she did the same. Neither girl tried to cover her nudity.

"I guess the first thing is, have you, um...well, I really like you, Mal'galor, but neither me nor Gwen is ready to be a mother yet," Julie announced.
 
Mal'galor nodded and calmed down himself as he listened to Julie speak. That was very understandable....motherhood was something that was not to be taken lightly and he would never want to force that on anyone.

"Of course....I really like both of you too....as I said earlier...I activated a hormone in me that makes my seed sterile for the next 24 hours, so we should be okay." Mal'galor used one of his tentacles to give a thumbs up. His eyes were very much gazing upon their nude forms though....taking them in...basking in it. It was clear he was enjoying the sight as he let out a pleasant growl.
 
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