Leave the area quickly

Helena knew that she didn't have time to rest. She needed to leave the area and try to find a way out. Crossing the river was risky because she didn't want to be swept away again, so that left the path on her side of the river. Helena shakily got to her feet and began to move down the tunnel. There were fewer of the mushrooms, so she couldn't see very far ahead of her. She also wasn't able to move very quickly. She was banged up and tired. Maybe resting would have been a better idea? She walked for what felt like hours before she finally came to another room and stopped dead in her tracks.

This room was large but looked abandoned. What bothered her was the grey substance on the walls and much of the floor and ceiling. Skeletal remains hung from the grey substance. The room looked like it hadn't been touched by a living soul for years. This.... This was one of the ancient nests from three thousand years ago. She counted more than twenty skeletal remains hanging on the walls. These poor women had never been found and either died while the tentacles from that age were still active or slowly wasted away after they had been driven out. Alone here in the darkness. It was a horrible fate.

Running through the room was a small aqueduct that led had was allowing water to run through the room. Helena guessed that if she was able to follow it, she would find her way to the docks, but the exit she needed metal bars crisscrossing it so that only the water could go through. This place was old though, so she hoped she could pry the bars away enough to get through. Helena carefully made her way over to the aqueduct and began testing the bars. For the most part they felt pretty solid, but the bolts on many of them were really rust. She thought that she could...

That's when she realized she had made a horrible mistake. Helena barely had time to scream as she was jerked backwards. The beast from the river hadn't died. No, it was very much alive. Helena landed with a splash into the shallow water as more and more of its tentacles began to ensnare her. She tried to reach for her sword, but it had her by both arms and around her waist. It's venomous suction cups had already dug into the flesh on left wrist and across her belly as her shirt rode up under her breast plate. She couldn't see the mass of the creature behind her, but more of it's limbs were coming into view around her. She kicked out at one, but two more slithered around her leg. One came from behind her and began to slide down her pants. She gave a scream as it began to powerfully ripped away at her clothing. Her pants were the first to go, being jerked off of her so hard that it took one of her grieves with it. She tried to cross her legs and keep the beast from it's prize, but her bare legs were easy targets for its venom.

Helena felt her will to fight the beast beginning to dwindle away as more and more of its venom was pumped into her body with each new piece of flesh it could touch. She didn't even notice when the straps on her breast plate gave and it fell away to allow the creature better access to her chest and shirt. In moments she began to go limp. Her legs fell open and she was panting with need. Then she felt one of the tentacles slide up against her still panty covered pussy and she shuddered with disgust and desire. It gave her mind a jolt and she screamed out one last time.

"No! Please not-"

But her cry was cut short as the first of the beast's breeding tentacles came into view. Unlike the other tentacles that were covered in suction cups for grabbing, this one had a smooth rounded tip and looked as if it wasn't as flexible. It drove into her mouth mid-scream. Helena felt her throat burn with venom and realized a horrible truth. The creature's "cocks" were coated in enough venom that once a woman had a taste, from any entrance, she was utterly defeated. Helena tried to struggle, but that last strong part of her was quickly locked away deep in her subconscious. What was left was....

Helena moaned and worked her tongue against the cock in her mouth. She had never felt such a strong need to be fucked and this beautiful creature was going to breed her in ways that no man could possibly hope to compete with. She wanted it. Her pussy throbbed and her panties were soaked with her desire for it to take her. The beast sensed her submission and brought a tentacle up to rip away the last barrier to claiming its prize. Helena spread her legs, not even needing the tentacles twisting around them to do so far her. At the point the creature was supporting her instead of restraining. The cock tentacle that came for her was thicker and even more lubricated with venom than the one slithering deeply into her throat. She moaned in need and the beast answered by driving the powerful tentacle into her.

Helena's pussy spread and strained to accept it's new master. The beast claimed her and began to fuck the tentacle into her hard and deep from the beginning. There was no build up, no need for foreplay or gentle caresses. It's goal was simply to breed her. Helena for her part was a willing participant in this endeavor. She had began to rock her hips and let the creature take her. Her reward were orgasm that broke her mind and soul over and over. One.... Two.... Ten... The beast didn't stop. Time didn't matter. Food didn't matter. Only breeding her mattered. It was after that tenth orgasm that Helena lost consciousness and was lost entirely to the bliss, but the creature continued to fuck her. When it finally filled her, the massive member pulled out and was replaced by two smaller tentacles that pressed deep into her, forcing it's seed into her womb and packing it tight. Then the cock returned. She was filled twice more before it was finished with her, and after each filling it would take the smaller tentacles and **** the cum into her woman. Then a new tentacle was pressed into her. it reached to the entrance of her womb and a sticky pink substance was used to seal the cum inside with her fertile eggs.

Helena was kept on a venom high for the next two days. When her sense finally returned, she awoke to find her worst fears were realized. Her arms were pinned to the wall with that same pink goo that she had seen before. As best she could tell, she was still in the room with the ancient nest. Her legs were spread and also caught in the goo. The real nightmare was her stomach, bloated and full of tentacle young. She could feel the squirm inside her. It was her weeping that brought the father of her young back to her. It lifted a tentacle to her mouth and **** it in. At first she thought this was another of its breeding tentacles, but after getting inside it **** a paste into her mouth. It was feeding her, keeping her alive with some nutrients that it was creating for her.

Two more days passed. Each day it would come and feed her at least twice before disappearing into the tunnels and leaving her alone with her ever swelling belly. Then the third day came. It was the day it had decided to induce labor. Helena was it's plaything as it once again fucked her roughly with it's venom-drenched cock tentacle. She was lost once more to the sensations and need for its seed that she thankfully didn't feel the pain once the birthing process begin. She didn't see the five creatures she had mothered because once more she had passed out from their father's brutal fucking. It forcefully fed her again before leading its young off into the darkness again.

Three more days passed. It hadn't ravished her again, but it continued to feed her. The paste was keeping her alive, but weak. Her stomach was returning to it's normal lithe shape, but she doubted she would live long enough to ever see all of the "baby weight" go away. She wished for **** now that her mind was her own again. But it wouldn't allow that. It wasn't done breeding her. The day it came for her, she was **** again. She was just beginning to rouse awake as its tentacles began to caress her body. It was preparing her to take more of its young into her. But she couldn't focus. Between her weakened state and the new wave of venom starting to to slowly pulse through her, she wasn't aware of what was about to happen. But she had come to accept that her life was over. She was prepared.

But the breeding didn't happen. She heard an enraged scream. No, several screams. The sound of pounding feet. Someone was here. Soldiers? A group of adventurers? Her friends? She didn't know. She once more lost consciousness.