Classroom Changes - Octavia - 4 - 4

She met him hesitantly, the whole of her heart trying to get the kiss just right by sheer force of will. Their lips met, gently brushing agajnst each other, a bit awkwardly at first before Keito started to lean into it, moving his body in closer to hers. Carefully Octavia began to wrap her arms around his chest, pressing herself into his body. She felt her foremost legs begin to lift as she felt the compulsion to wrap herself about him, then her limbs hesitated, sensing the fear Octavia felt of pushing too hard too fast.

Until she felt Keito’s free hand brush along her tentacle, the fingers gently guiding it to uncurl and wrap around his hips. Without even noticing herself gasp and moan slightly, Octavia eagerly swept her forelegs forward, wrapping up Keito from waist to ankles in an eager, slowly shifting tangle of limbs.

Keito in turn gasped slightly, his hips shifting as he did, and the free hand found her waist. His kiss became firmer, deeper. Octavia momentairily found herself thankful for her earlier rinse, as she felt the distinctive feel of her sex grow wetter in eager anticipation of where things were going.

Keito pulled back slightly, and Octavia opened her eyes to find his face flushed, and looking a little dazed, “This is not going too fast for you, is it?”

Words failed Octavia. Impulses didn’t. She took the hand at her waist with her own, guided it up and forward to her breast, and pushed forward hard back into another kiss. Keito almost lost his balance, legs tangled as they were, but Octavia’s rear limbs firmly attached their suckers to her floor and pulled, allowing her to pull him back to his feet.

Keito grunted in surprise, but seemed more than ready to meet Octavia’s enthusiasm. He eagerly explored Octavia’s bosom with one hand as the other fell to find a firm grip on Octavia’s ass.

Octavia began to lose herself in the joy of the moment, the feel of the man in her embrace, at her lips. She let her tentacles follow her impulses, as her concerns faded. Her legs wrapped around his waist until she could pull his pants open with one tentacle tip, while another surged eagerly inside.

Keito jerked suddenly, and pulled back hard, “Wait… ahhhhh…”

Keito froze. Well. Most of his body froze. Octavia watched his face become a mask of embarassed horror as she felt his member, firm and hard in his pants, twitching and erupting in quaking spasms.

Neither Octavia nor Keito moved or said a word until Keito’s member slowly became still again. His head hung slightly, his eyes unable to meet her, as Octavia’s tentacle fluidly retreated from Keito’s pants, her flesh splattered with his sticky enthusiasm.

“Sorry…” Keito finally muttered, “I… uhh… this normally doesn’t…”

Octavia may not have had much experience romantically, but she knew awkwardness and embarrassment very well. Even though she was normally the one feeling it.

“We seem to have made a mess in your pants,” she said slowly, “I’d be happy to help you clean up.”

A relieved smile broke through Keito’s embarrassment, though it didn’t completely dispell it, “Uhhh… thank you. I would appreciate it.”

Octavia ‘knelt down’, which was just not lifting herself as high on her tentacles, and began to unbutton Keito’s pants. The smell of his seed immediately flooded her senses, not unpleasently but it’s distinct sense of unfamiliarity reminding Octavia of her own inexperience. She paused a moment, uncertain, at what she was about to embark upon, and then continued.

Keito gently put his hands on Octavia’s shoulder’s for balance, and Octavia peeked up at him, staring down at her. Hoping to cover for her nervousness, Octavia gave him her best, confident smile, and then undid the top few buttons of her blouse, hoping to give him a sexier view. He blinked a couple of times, looking down in slight wonderment, and Octavia managed to give him a wink.

A few sexy comments occurred to her as she contemplated Keito’s briefs, with their distinct bulge and awkward wet spot, but Octavia didn’t know whether she was laying in on too thick and therefore said nothing. She merely pulled his underwear down, and reveled her first, in person, uncut and slightly stained dick.

Keito inhaled sharply as his phallus was exposed, and grimaced slightly, “I uhh… please, be gentle. I’m, uhh… still feeling a bit… sensitive.”

In truth, Octavia wasn’t sure what she wanted to do with Keito at that moment anyways… or, perhaps more accurately, she wasn’t sure what was best to do first. Private ‘research’ had shown her several ways she could go from here, and while Octavia had ideas of what she wanted to try, she wasn't sure what Keito would enjoy personally.

But, if he needed time, it might be for the best to actually help him clean up. Octavia swept up his clothes with a tentacle, and moved off to put them in her laundry machine.

“Sorry that this is so awkward,” Keito mumbled bashfully.

Octavia frowned thoughtfully, “Well… maybe it’s only a bit awkward because, uhmmm… only one of us is half naked?”

A flush crept up her features as she turned to face him, leaning back against the wall with her chest thrust out slightly, “Maybe, you could help… even things out?”

Octavia closed her eyes, not so much for the pose but as more trying to avoid seeing Keito’s reaction to her attempt at dirty talk. In books, the witty back and forth the characters attempted felt… well, somewhat overdone, but still more natural than being the one attempting to say the lines herself.

There was a brief moment of tense blindness, and then Octavia felt Keito walking forward from little tremors in the ground. Octavia felt her tentacles spread out of his way, curling around as they did as if eager to pounce, and gently bit her lip in anticipation of what was to come.

As she felt him take a hold of her shirt to unbutton the rest of her blouse, and she gently but insistantly pushed into it, lifting herself up and forward into his hands. Her tentacles began to lift and curl forward, sliding over his skin, seeking, wrapping, curling and grasping, gaining a grip over his body that became firmer and firmer as dozens of suckers began to attach themselves to him.

Octavia finally peeked open an eye just as Keito finished fumbling with the buttons of her blouse. He was flushed, mouth gaping slightly, eyes on the two tentacles wrapped around his wrists, though he was probably more distracted by the tentacles that had curled possesively around his stiffened cock, or the tenacles latched around the cheeks of his ass pulling him gently but instantly forward even as his body went rigid.

Octavia grimaced slightly, “Too much?”

Keito shook his head, about the only part of his body that didn’t yet have a tentacle curling around it, “No! No. Just… just trying to compose myself.”

Octavia smiled at him warmly, feeling a little bit overwhelmed herself, and very flattered, by the distinct sense he was very much trying to control himself. She enjoyed the idea that he was desperately keeping his lust in check, and paused for a moment to savor the feeling.

Which was why both Keito and Octavia were surprised when one tentacle nimbly popped open her bra, as another pair of industrious limbs simultaneously slipped around Keito’s shoulders to jerk his face forward into her bosom.

Octavia froze scalp to suckers as the idea she may have gone too far rendered every inch of her body immobile that didn’t have a man actively motorboating it. That was too far. He’d be mad. How in the world was she to explain her tentacles sort of had a mind of their own?

Keito managed to place both hands on the wall behind Octavia, and pulled his face from her cleavage, eyes a little wild. He stared at Octavia a moment, and she mutely stared back, feeling very uncomfortable.

“Suggestion…” Keito stated, then he took a deep breath, “noted.”

Then, after another deep breath, he half-bowed, half-lunged forward again face first towards Octavia’s tits.

Octavia might have felt relieved that she hadn’t pushed Keito too far, if she wasn’t distracted by the spiking excitement at his attentions. Keito clearly possessed an enthusiasm for breastplay, and lavished attention upon her sensitive skin and nipples with hands, lips, and mouth with the careful skill of a master masseuse.

As Octavia felt her mind and emotions climb higher and higher towards a state of ecstasy, one of Keito’s hands began to slide downwards, making for her already soaked privates. Octavia’s belt pulled tight about her waist as his hand snuck past her skirt, and soon she felt the gentle caress of his fingers upon her mound.

His fingers entered her eager pussy, and Octavia involuntarily moaned, the breath she hadn’t even realized she’d been holding escaping in a high-pitched, lustful exhalation. She leaned forward from the wall she was supporting herself on, and wrapped her arms around Keito’s head in a gentle embrace, eagerly running her fingers through his hair.

His assault on her senses from both above and below was making it hard to think, but her tentacles rallied gamely to the challenge without her direction. She found herself pulling, pushing, and caressing his body, each limb encouraging him on in his attempts to bring her to orgasm. Dimly she was aware of his manhood, still wrapped in the sucker lined cocoon of her tentacle, once again bursting into a sticky explosion mere moments before she herself came in an overwhelming sense of euphoria.

Some portion of her mind would later recall crying out, her sex gushing hard around Keito’s questing hand, her back arching and of every limb clenching tight until she could feel Keito begin to struggle, before her entire body relaxed suddenly and slid to the ground, breathing heavily.

Keito was still for a worrying, but brief, moment, before he slowly began to peel Octavia’s legs away from his body.

“Much. Better.” Keito sighed, grinning.

“Better than what?” Octavis asked in confusion.

“I… was afraid,” Keito licked his lips, and took a couple of deep breaths, “that the only thing you’d take from this evening is a memory of a guy who was done before he even got his pants off.”

Octavia sighed, and peered down at her skirt, which was now a soaked mess. It was just as well, it had mostly been ruined by the day’s events anyways.

“At least were even now. I made a mess of your pants, you made a mess of my skirt,” Octavia noted with a delerious giggle.

Keito stagged over to the sink, walking just a little strangely, to help himself to some water, passing a glass to Octavia afterwards, “Good to balance the scales.”

“Maybe not completely balanced,” Octavia glanced at the puddle of fluids upon her floor, “we’ve made a bit of a mess in here.”

Keito glanced at the floor, then back at Octavia, eyebrows raised, “Would you like me to mop up?”

Octavia glanced down, for a moment silent, then peeked at Keito from behind a blonde curl, a small and hesitant smile on her face.

“I think I’d like you to make a similar mess… of my bed.”

Keito fronwed theatrically, “That… doesn’t really make sense.”

Octavia wriggled forward, slowly wrapping Keito in a squirming embrace, “... what about today has?”

“Fair enough,” Keito grunted.

He sounded like he might have something else to say, but it was cut off. With surprising strength, Octavia lifted him off the ground and dragged him towards the bedroom in a squirming tangle of tentacles.

A demon had told Octavia to take what she wanted with her tentacles, and at the moment she was happy to follow that advice.