Will sneaks out.

Will decides this is the best chance to sneak out after Alli unnoticed, she seems to be milking Marcus' cock into one of the bowls. Marcus throws his head back, and starts to shoot jizm into one of them. His body shivers as he empties a huge load while she holds him in place. Quietly rising to his feet, Will works his way across the room to look for a tunnel to check, they are all at least half-filled with water. The creature reaches under Marcus' balls, and his cock springs back to life in her hand. Will gets to a pool and tries to silently drop in, while she is distracted.
Looking again to see if he's clear, he sees Marcus is slumped over the bowl of her eggs, the creature is gone.

~ Scanning her surroundings, Allison determines that she is alone in a room with a narrow entry on one side and no other openings. She seems to be cemented to the wall by something, but the sparse light from the adjoining room is not enough to tell what she is held by. She starts to work on getting herself free, wiggling to find play in her bonds...

~ Will and Marcus are frantically searching for their friend, but there are too many passages, and too little light. Progress is slow. Before long, they start to hear the creature moving, slipping into the water pool, padding lightly across the floor, the echoes in the close quarters make it hard to pinpoint her location. The two of them are slowly moving around the room realizing that the light gives them away every second they shine it. The noise of the creature comes from across the room and they decide to cut across it to look into antechambers over there. As they pass near the pool in the middle of the room Will's leg is grabbed and he is pulled under. The light hits somewhere nerby and blinks off with a snap of breaking glass.

~Will is fighting against a **** pulling him down into the darkness when it lets him up, allowing him to breathe. Grabbing both of Will's legs, she seems to be holding him exactly where he is. His arms cannot swim him away. She grabs his ass and he can feel her naked nipples against his thighs. He is struggling less, not being held under. He fills his lungs with air to yell, and she pulls him just below the surface, a message: Don't try to scream, or I'll pull you under, seems clear. Will can feel his shorts pulling down, her arms still holding his legs close her hands cupping his buttocks. He feels the slippery inside of her mouth engulf his rapidly growing member, her tongue sliding across and around the shaft. Just as he begins to get used to the feelingso that he MIGHT be able to think, she opens her mouth further and swallows his entire shaft and balls, her head pressed against his belly. Her tongue swirls up the bottom of his shaft and flattens against his nutsack. His head spins, and he flops his upper body against the edge of the pool, incapable of doing more than moaning low. She begins to suck, gently at first, and then the suction is persistant, almost painful. Her slippery mouth and agile tongue keeps his hips thrusting without his intending to, GOD, he is about to cum.
~Marcus finds Will in the dark, he seems to be on the floor, moaning.
"You okay buddy?" He asks his friend.
"I'm gonna...fucking...CUM!" Will replies. Marcus moves to pull him up, and something is holding him back. Something in the water pool, that's where they are. Will is incapable of doing more than moaning and flopping his arms a little. He moans louder.
~"Yeah...fuck...Yeah...OH...FUCK!" with a groan, he empties a load directly down her throat. She pulls back and catches his huge load in her mouth, creating a tight seal around the head of his cock, he shoots cum into her mouth until some spills out around the sides. Sliding off of him, she slinks out of the water, leaving Will slumped at the pool and goes to a clutch of eggs. Releasing his sperm into the pool, covering them all with his incredible amount of seed! She silently exits the darkened room, leaving the boys behind, headed for the chamber where she left Allison. Excited from the spawning, she rubs herself between her legs. Her clitorus begins to swell and soon is similar to a phallus. Being a true amphibian, she can change sex in times of need for breeding, this is not one of those times. She merely wants to enjoy her captive, and see what all the fuss is about over her rival.