CthulhuTech: Engel Loev Human - Naughty Tentacles

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Seriously, I don't think I did quite as good a job with this one.

She made a list of pros and cons on her current situation:

+ We beat the frickin’ fish.

- At heavy cost to the escort group…

+ I’m still breathing and have all my extremities.

- But Barachiel is pretty much out of it until he can be repaired, and he was supposed to be the real firepower in this…

+ Well, all the vital systems are still working, he only had a flesh wound which already healed, and you can easily wait for pick-up since we didn’t get too far out.


+ I don’t think the cultists and fish-things are going to try to attack again with as many people are still standing and guarding me and the other "wounded".

+ The ocean is shallow enough that it’s pretty light down here. I think there’s a full moon out tonight. I hope I can see it from the ocean floor…

Sarah Jane Winston, Pilot First Class, told her Chashmal, Barachiel, to look skyward, and indeed, she could still see the sun a small ways away from setting fully. It still didn’t mean she wanted to be out in the middle of the ocean where Deep Ones and a specially selected few of their cultists could get them. Especially when she’d heard what the fish-men did to human women…

"Barry" rumbled inside her mind, showing her a small-scale version of itself acting like a grossly oversized housecat, rubbing against her face and torso (even the miniature version of itself appeared 7 feet tall at the shoulder). When a small swarm of mouse-sized Deep One mecha appeared and threatened to carry Sarah off, Barry swatted them with a giant forepaw and laid down on her feet, another bass rumbling was ‘heard.’

Sarah wondered if, despite the general consensus that Chashmal-type Engels resembled fictional dragons more than any real animal and the maddening mish-mash of her "pet’s" genetics, her disposition toward friendly, fuzzy felines was influencing his behavior.

Hold up, why did she think "his"? …oh, right. It seemed to come naturally these days.

The giant (supposedly lizard-ish) creature had been around for a while, it seemed. The first female Engel pilot had piloted it, before she’d gone mostly loony. Each subsequent pilot was down on record as saying that once in a blue moon, the beast would actually reject orders out-of-hand and do its own thing. Inexplicably and invariably, the outcome was slightly better than, or, slightly less common, lifesaving instead of what would have happened had it been just another unthinking hunk of wires and clockwork and a logically-impossible D-engine. Why he wasn’t decommissioned for disobedience was at the vehement and singularly insistent requests of several pilots, although the first pilot had the hardest going. You try convincing your superiors that ‘Barry’ had ‘felt’ extraordinarily protective while disobeying orders.

She began drumming her kneecap with her fingertips. Reminiscing was helping nothing at present. She was still stuck at the bottom of the ocean with a small number of her closest "friends". Hmm…This then begged the question “how far away are my not-friends?”

As it turned out, Sarah was answered on-cue by the aqua-recon-too-many-prefixes-mech pilot, Toady. "Okay, Iron Lady, we’re clear for a full day at the least, and we should all be long gone before they can get back here. At least, assuming they don’t have some new-fangled stealth tech or even newer high-speed propulsion method we haven’t seen yet." Damn Toady and his over-fond use of dead words and paranoid overcaution. "Thanks, Toady." The way this day was going, she could just SEE horrible fish-men and those who were turning into them using some sort of rocket or something to jump out of the water at the slow, vulnerable rescue craft.

Barachiel rumbled in her mind again. This time, he was on his back, batting a Deep One mech like a mouse, from one paw to another. This time, Sarah was reminded of a distant memory when somebody she thought of as a nerd described dragons as being cat-like, in both movement and temperament. Of course, the "nerd" went on to being a special agent in the NEG with specialization in investigation, but Barry’s more recent behavior reminded her of the analogy.

Off-hand, she hoped Barry was a nice dragon.

He answered by flicking his tail, now displayed as orange and furry in her mind, and followed by a printed "MEOW".

And it was all she could do to not grin.

The tail disappeared from her hallucinatory "vision" along with the word, and Barry sat down in front of her. After staring at the "camera" of her point of view, he picked her up by the… well, she wasn’t thinking about displaying a body, so that couldn’t have been what he was manipulating, but she felt herself be lifted off her seat in her mind, while at the same time staying put in the disgusting-for-any-but-the-pilot cockpit. She decided that killing time was the best she could hope for at the moment, so she shut her eyes and paid attention to what was going on in her shared mind. Perceptual dissonance aside, she felt herself be placed gently into his oddly non-existent lap.

Waiiiiiiit a minute. Barry had legs, but his configuration was mostly quadrupedal, so how was he- oh, duh. She looked down, and saw two sets of perfectly normal human legs: her own, attached to her waist… and a large set, about proportional to… Barry. Of course. After a split-second reflection on how her father used to do the same when she was a toddler, she craned her neck backwards, trying to see if Barachiel was trying to get a rise out of her by imitating her memories. What she got was a brief kiss on the lips from an unseen lover and a column of red something as big as she was, sticking out of the "ground" before her.

Neither of them moved for a good five seconds. Barry appeared to be waiting for her reaction.

Sarah fainted.


When she came to, her eyes were still closed, but she could see tw- well, that meant she was still being monitored by Barry… Two young men from her high-school days: a dashing young metrosexual (who had later been exposed as quite the closet nerd) and the star high school quarterback (stereotypes be damned). Neither of whom she’d spoken to in person, instead admiring from afar: she’d felt both were deficient in one way (too quiet) or another (too loud, respectively), but still, both were subjects that memory and idealization had turned into subjects of that strongest of quasi-emotions, teenage lust.

Both were also very unclothed and possessed some highly improbable bits of anatomy.

Which begged the question: "Barry, why are you showing me my memories spliced with my masturbation material?"

A rapid summary of the time she’d been unconscious for unfolded in her mind: Sarah, thinking the column of flesh in front of her had been phallic instead of an uncompleted sculpture, had fainted. The thing and the partially-created form behind her had both been changed into their finished forms while she’d been out, with certain memories used as models: specifically, what she’d imagined they looked like without clothes.

…in retrospect, neither was likely to have ever looked like she’d imagined them.

After a moment, she realized the red herring. "That doesn’t answer my question. WHY are you showing me these?"

The two simulacra began hugging her.

“Oh. Well… then, I appreciate your concern for my well-being and comfort.” She accepted and returned the affectionate abomination’s avatars’ embraces. ‘This is nice…’

There wasn’t much else to say.

After five minutes, she was very comfortable indeed. A being with total control over its physical form moving around to make its favored guest at ease will do that. Especially when the aim is not to stop there.

It was at about this time that Sarah Winston felt something poke into her leg. Or, rather, thingS.


Somewhere on planet Earth, there is a secure room secret to all but a few humans, and that secret, in turn, is only known by a handful of humans. It is from this room that, out of millions of actors in a planetary war zone, only a few dozen soldiers and their trusted weapons are kept tabs on.

Some used to hold hope that combat automata would save humanity by reducing the loss of human life. Some think that the process of artificially bonding a human to a monstrous sin against nature and nature’s God might save humanity. The people in this room believe that the artificial bond can be made into a genuine one and hope to create free-thinking monsters friendly to humanity.

While we’re being thoughtful, it bears mentioning that it was a bit of a mystery why the Engels’ designers hadn’t thought the end products’ monstrous regenerative properties wouldn’t have applied to their poor, lobotomized brains.

Number 6 had been directed by a number of pilots, male and female. A number of psychological evaluations and a few searches (that would have been illegal in the United States before the Nazzadi came) had revealed a few very interesting commonalities between most of them. By a phenomenal stroke of luck (not really), the current pilot also had shared those interests. It was a good thing, too, because Number 6 appeared to be making the last step in development today.

How fortunate that developing the science for saving humanity and strange and exotic tastes in porn coincided.


It was after a careful five-second pause that Sarah opened her eyes to what the illusions were covering.

Red skin, and lots of it: the sort of shade one would expect the inside of a living thing. Human build and general appearance; the one behind her much taller, wider, and well-muscled compared to the one in front of her, which one could describe as being somewhat androgynous. No hair, but they did appear to have some sort of cilia or fine tentacles. Purely black eyes, like one would see on a shark.

She would have mentally commented on the last observation if she hadn’t suddenly been mobbed by two sobbing masses of flesh. What’s worse is that she could hear it inside her head… it seems Barry was really sorry about the… er. She looked down and saw… well, technically, they could have been genitalia, but there were LOTS of them.

On closer inspection, no, they weren’t anything like *that*, instead just normal tentacles. She turned her attention back to Barry and his blubbered apologies.

“So, what were you thinking of doing here?” And Barry showed her. Specifically, he reminded her of memories of her favorite types of illicit reading material. Young boys with teachers, women engulfed in nests of writhing tentacles reaching to every last part of their bodies, girls filled to the brim with unmentionable fluids or otherwise pregnant, and, of course, more mundane fare that resulted in loving marriages and the promise of a modest boatload of children and a comfortable retirement with a True Love. A mention of how he had passed by that on the way to the last factual remembered males she’d felt pangs of lust for. He’d wanted to both alleviate her boredom and show his [word that didn’t translate] for her by giving Sarah her favorite intricate masturbation combination scenario.

And damn if he hadn’t called her number on every last one of her kinks.

“…alright, if you want it,” she said, thrusting her crotch out, “then come and get it.”

She was surprised when the figure in front of her sank into the organic ‘ground’ and the body behind her enveloped her completely in a cocoon of tentacles. She wasn’t surprised when several tentacles shot out of the walls of the mass to restrain her: one at each of her ankles, mid-thigh, her wrists, shoulders, and around her torso. She finally remembered how things were going to go down (tee-hee, she thought) when another set of tentacles shot forward and started pleasuring her: all like she had fantasized about way back when. She didn’t get any further with the train of thought because her mouth, pussy, and ass had all been entered simultaneously, along with a specialized tentacle finding her little clit: one with a puckering mouth and cilia on the inside. As her clit was assaulted by tiny, omni-directional tongues, she had just enough undistracted thoughts to register that the tentacles inside of her ass and pussy had started to slowly thrust inside of her, and in tandem.

What she didn’t quite catch was that they too were growing cilia on their outsides. She turned her attention to the tentacle in her mouth and began to suck and worship the cock stand-in, and was rewarded with a newly-formed opening on the tentacle’s tip that let out a slow leak of a tasty, sweet fluid. Naturally, she had no clue what real spunk tasted like other than rumors of ‘salty’ or ‘bad,’ so she decided it was probably better this way. This comfortable state of affairs continued for a while, her body becoming the center of her known universe of sweaty, slimy nubile flesh, while the tentacles that lazily fucked her started to make longer, faster strokes as she began to get more and more into the act.

When the walls of the cocoon began closing in, Sarah felt a thrill of excitement. She knew what was next. Specifically, her body was going to be totally encased in writhing flesh that lived to please. She already started, mentally, singing its praises.

Actually, there wasn’t much functional difference from before: she was still being fucked in three holes with great enjoyment and her clitty was still being mightily assaulted from all sides. There was some difference, however. For instance, penises were massaging every inch of her body that wasn’t actively being fucked. Her arms and legs were engulfed in slowly rotating tentacles, which were squishing and massaging her muscles quite nicely. Her torso simply got the slimy tentacle treatment, except, of course, for her breasts. The breasts themselves were being roughly handled by the tentacles, and oh, how good it felt. Her now-painfully-erect nipples were getting the same treatment as her clit, but the sucking action of those unique appendages was significantly ratcheted up. Her body in complete contact with the tentacles, they gradually began to pick up speed.

In and out of her they went, around and around her body they circled and stimulated. In and out, around and around, in and out, around and around, in and out, around and around, in and out, ‘round and ‘round, IN AND OUT, ‘ROUND AND ROUND I’M GONNA EXPLODE.

And then the whole shebang stopped utterly. Sarah let out a howl of rage, distracted from the pose her body was being put in by the few remaining tentacles that still touched her. Regrettably, none touched an erogenous zone. She was distracted from her impotent rage, however, by the appearance of what appeared to be a young boy, with a mop of small tentacles in what appeared to be a pageboy haircut, composed entirely of the same shade of red as everything else in the cockpit, facing away. When his head turned around, it was difficult to tell that it was, indeed, a ‘he,’ and his voice didn’t make things any simpler.

Except it wasn’t a voice.

‘Teacher…’ Ohh, she could just eat him up! ‘Every time I see you, it gets like this.’ The rest of his body turned, revealing… a penis as large as her arm. It was at this point she realized what pose the tentacles holding her had placed her in. Reclining and propped up on one elbow, with her other hand on her ass, she decided this was an excellent time to try acting her part.

“Well, my naughty student, let’s see what I can teach you about how to use that.” For being thought up on the spot, she thought it was rather good. Barry thought it was too.

The small homonucleus made its way over to her as she waved her hindquarters at it, tempting him to go faster. Unfortunately for her, Barachiel had just reached his breaking point for self-control when she waved her butt at him, and her fantasy was about to be hijacked in a highly forcible manner… and with sexy results.

The smallish boy was replaced by a largish linebacker who rudely stuck his tongue down her throat and his dick in her pussy.

Well, it wasn’t a picture-perfect replication of what she wanted, but she’d take it. So, she started sucking and tried her best to clamp her pussy down. As it happened, she hadn’t needed to. She was the one being held in place.

She found herself enveloped in tentacles almost faster than she could blink. The linebacker had shrunk down, back into an adorable little boy, and he was stuck in the cocoon with her. She was rather surprised when the tentacles inside of her withdrew and the small boy before her looked slightly bashful. Even more so when it said “Sorry.”

Sarah asked “For what?” and was answered by a leaping tackle toward her face. It was, of course, followed by a tongue thrust down her throat, and then a splurch as she hit the floor of the cockpit. Barry was starting to lose cohesion and chunks of the former cocoon were falling down around her. Slightly disturbing, but adorable, were the seeming dozens of identical, shota-tacular boys, swarming toward her prone form. As a matter of fact, there WERE dozens of them making their shambling way towards her. The part of Barry that was kissing her was also holding her down. When the first one made it to her, it started without preamble, to start sucking on her toes. As it so happened, it seemed that the dozens of nubile males were making their way from her extremities to her torso. First to go down under a storm of tongues were the rest of her digits; the next latched onto a point on her right arm, on the underside and slightly more than halfway down her forearm, the tonguing and sucking of which made her convulse.

She never stood a chance when they had all made it to her.

See her lay one the floor, in a classroom’s worth on young boys. One eager young thing to each hand and foot, 4 to each leg and arm, with two more for the back of the knees. One has a tongue-tentacle just inside her anus, licking and twisting. Six are laying waste to her torso, licking and biting, pinching and rubbing. Only two of them are massaging and sucking her breasts. Two of the simulacra are nibbling at the sides of her neck for an exquisite distraction from what is almost the main attraction: a duo of an angelic choirboy gently sucking at her clitty and a lovely young stud pumping her with a changing length of meat, his pinched-up face is adorable. But the one occupying her attention is the child kissing her lips, repeating, over and over between kisses “Please” and “I’m sorry.”

‘Hm.’ She thought, distantly, ‘I guess this is what all those deprived boys feel, when they’re caught between lust and protectiveness. Oh, the poor thing, he’s starting to cry…’ Indeed, if Barry’s flesh hadn’t already been red all over, she’d have been even more worried when his tears were red. So she felt his surprise over their link when she removed her arm from five loving tongues and pressed her index finger to his lips. She began to feel shame and regret from Barry until she put her hand on the back of his head and kissed him back. Her empathic link let her feel not only his relief, but also, she could scarcely believe it, joy? She also didn’t have time to pursue that train of thought any longer, because the little one kissing her had now started crying freely while shouting “Thank you! Mine, MINE! Thank you!” It didn’t help when she started climaxing because every other boy bit down lightly on the nearest nerve cluster, one on her clit, and the one pumping her began filling her with… she didn’t know, but damn if it didn’t feel good to have a firehose go off inside her. And that wasn’t counting the cute little cocks of every other boy in the pile, spraying her with sticky, sweet-tasting goo. After an hour of edging, she didn’t stand a chance.

After she came down from her peak (and noticing the small simulacra did at the same rate she did), Sarah was exhausted. So she decided to simply lie there in a pool of Barry’s (literally) sweet lovin’. She was too tired to care when all those cute little boys started to suck on her again, but was relieved when they weren’t doing it with any urgency. It seemed they were merely nesting around her, wrapping their arms and legs round her, making sure their cocks were always close to her flesh. The sucking itself appeared to be the same sort that one would’ve expected from a sleeping infant… all in all, not unpleasant cuddling in the aftermath of recent events.

The one boy that was kissing her on the lips had changed to frenching her, very languidly, and she was not too tired to kiss back. Two things seemed strange about this: she wasn’t being released from the kiss, and she was receiving fresh air through it.

‘So, Barry, why’d you keep repeating ‘sorry’?’ A pause, then the boy kissing her lips continued. ‘I was sorry.’ ‘For?’ ‘For not asking before doing. And not doing what you wanted most.’

‘…alright. What about ‘please’?’ ‘I wanted you to forgive me for doing before asking.’ ‘Hm. What about ‘mine’?’ His continued frenching didn’t miss a beat. ‘Cause you are. (Mine.) You said so. (Mine.) Same thing other way around. (Yours.) And nothing will take me away from you.’

This touching (tee hee) moment was cut short by a sickening lurch for those who had a specialized anatomy. Enraged that her cuddling time with several masturbation fantasies had been cut into, Sarah shouted “WHAT NOW?” Barry’s avatar merely blinked, then showed her what he was seeing. “Oh.” They were being rescued.

“Sorry, IL, I thought you were sleeping, so I didn’t want to wake you.” Toady again.

“Well, if you’re done waking me up, I’m going to go back to sleep!”

‘Don’t worry. Every time you come back and we aren’t in danger, we will do the same thing.’ ‘Well, I have ideas on how to change specifics...’ ‘?’ ‘Don’t worry. We’ll always cuddle afterwards.’ ‘Nn.’

And with that, Sarah Jane Winston, Pilot First Class, cuddled up to her true love.