Skin : Flesh part 3 (OC)

 It must have been hours since you and Dr Roche had been driving through the terrain, the woman having loaded you into the car before she managed to drag herself inside of it and went on her way across the rough terrain that the colony was made out of, the sound of the suspension of the ATV creaking echoing out across the air as she did so. She wasn’t very good at driving, the woman handing turns rather horribly and constantly hitting rocks and other debris although you didn’t say anything since you assumed she was mere moments away from completely snapping and turning to a massive ball of flesh tendrils and ripping you limb from limb. Thankfully it did seem that the ride and impromptu prostate massage that she had given you had seemed to have pacified the woman somewhat, the woman being able to fit into the rag cloak that she had constructed for herself as you looked at her hands to see she was clutching the steering where like it owes her money.

You couldn’t really comprehend what had happened over the past couple of days, from the incident at the labs to you meeting Dr Roche for the first time where she promptly transformed and fucked the living daylights out of you. Then you were integrated, let go and wandered out to get some groceries only for the Dr to kidnap you and fuck you in the middle of a broken down garage which was when you were moved onto the ATV and she proceeded to properly kidnap you. You had no idea what was happening outside the four metal walls the ATV provided, she had tore the radio up and threw it into the rocks somewhere which meant that you had her were alone with your thoughts and each other, a position that it seemed that neither of you actually wanted to be in.

You both had been silent for hours, not really having words to say to each other but you were also pretty sure that neither of you had anything you wanted to talk about with one another given that this relationship was transactional at best. “It’s getting worse. Why is it getting worse?” She said as she clearly caught a glance of her face in the mirror which meant that you gave her a glance, the first in a couple hours since you had been staring directly at the glovebox trying to forget you were here. There were two things of note, the first being her scalp where most of her hair had disappeared, the remaining sections of the woman’s blonde hair being tattered and split apart with the rest of what was left having been replaced with varying body parts.

These parts were underdeveloped eyes, covered in mucus and glazed over and the mouths lacked lips and underdeveloped teeth, the mouths themselves gnashing and licking away at the air as she drove. You also notice that her pale skin had gone entirely see through which revealed that she didn’t have any bones anymore nor did she have any of her muscles or organs with it all being melted down into the miasma that she had with all that remained was the veins that were inside of her, tangled together messily like metal wire. The woman’s skin didn’t seem like it was permeable like she was during the initial attack but instead it looked like it was more plastic than it was the blob that she had previously been, the woman letting out a few grunts as she did so.

You’d clutch ahold of your knees as you would wonder what you should say next, moving your head from side to side as you eventually managed to choke out a sentence, your mouth feeling dry as you spoke.

“So, Dr Roche, what are you planning on doing after this the-“

“Shut up, don’t speak, don’t make this harder than it has to be.” She said in such a cold manner that you couldn’t help but wonder if she had been waiting for you to say that for hours before you looked at her face. You’d then watch as she would proceed to place her head on the steering wheel for several moments,letting out a sigh before she pulled her head upwards again, letting out a groan as she looked into the glass, not looking into the mirror as if she wanted to avoid how she looked currently. “Yeah, I know that this has to be the worst day of your life, mustn’t it? Just remember, at least you’re human, better than me.” She said as she would let those words to stew in the air before she would proceed to speak again, the woman’s mouth twisting somewhat as she did so.

“That plan is to get to one of those abandoned prospector colonies  and hope that one of them has a functional communications relay. From there I’ll give people I know, people I trust, a call. They should know how to deal with this, I hope.” She said as she flicked her fingers against the wheel, the woman moving her back against the chair and hearing as it would creak somewhat as she did so. “Also stop calling me Dr, Alicia will do fine. Besides, my PHD doesn’t matter especially given what I am now.” She said as she would keep driving, the woman letting out a low groan into the air as she did so. “Besides, you might as well know me by my first name, you’ve cum inside me so much at this point.” She said in a much darker tone then beforehand, the silence moving back across the room again.

With that she would go about attempting to speak again, the woman seeming to let her facial expressions soften before she suddenly started shaking, the woman letting out a sputtering sound into the air as she’d did so. She’d then slam her foot down into the break, the sound of the gearbox spluttering across the air before she stopped, the woman breathing pretty heavily as she’d proceed to let her legs spread out as if there was something that was about to come out of there. That was when you’d hear a popping sound before a tendril came out of her nethers, the tendril being very tube like and having a almost slice of ham type texture to it as it swung around the air for several moments, a mouth forming at the end of the tube before she proceeded to fling the tendril towards your crotch.

You’d feel as she would proceed to clutch away at your crotch, tearing it apart before she would hover against the base of your member, the tubes pushing themselves together before ramming it down onto your member. You’d groan out as you felt the tube wrap around your member before feeling as your heart rate would beat out of your chest as you’d feel it suckling across your member, your hands shooting out and grabbing ahold of it to try and get her off your dick as it seemed she came too. You’d watch as she’d look over to you, her eyes widening before she watched the tendril sucking away at your member as she looked down to see where the cord was coming from, her hands grasping at it for a brief moment before she would start speaking again.

“Wha- why is this happening again! I thought it would last longer!” She said as she would sit back in her chair for several moments before she looked over to you, letting out a couple of growls as she would do so. “Stop struggling, for God’s sake! Just let it happen!” The woman said as you would proceed to not heed her advice at all, your hands clutching against the tendril and trying to take it off your cock, crushing it a couple of times as she would do so, the woman panting into the air as you glanced over to her, hearing as she would let out a slight growl as she would do so. With that you’d watch as tendrils started to flex and bulge at her stomach, the woman panting into the air before you’d watch as the midriff would pop open,a massive amount of tentacles flicking against the steering wheel and the dashboard, the woman watching as she did so.

You’d then watch as the tendrils would spray out across the air before they would wrap around your wrists, twisting them to the sides and making you let go of the tendril before she proceeded to ram into the side of the chair. The tendrils then proceeded to start wrapping themselves into your clothes, the feeling of the tendrils oozing against your body making you shiver before you proceed to start ripping apart your clothes, tearing them into shreds so they could touch your skin as you’d hear her start speaking again, the woman’s unbuckling her seatbelt as she kept panting put into the air. “Could you just stop for five minutes and embrace it! I’m not going to be able to drive the car if you keep this up!” She shouted as she would fidget in her chair worriedly, the woman suckling and pushing against your member as you’d try and keep the tentacles off your body.

As you’d feel as the tendrils inner walls stroke and push away at your member, nuzzling and rubbing against the sides of your member as she would let out a growl, deciding her fidgeting was getting too much for her as she did so. The woman would then proceed to start climbing over the center console, trying to avoid hitting the gear stick as she would do so and moving over to the seat, slotting herself into the leg space as she would do so, the girl looming over you as she would let out a growl. “Just stay still! Shut up and just take it!” She gasped out as she clutched your body, one of her hands grabbing ahold of your arm and clutching ahold of it as she rested her arm against your chest, the woman staring into your eyes as her mouth started shifting somewhat.

You’d then proceed to feel as her body would react without her thinking, the crotch tendril proceeding to yank her downwards, the woman’s grip on your body faltering as she fell down onto your cock, letting out a sigh as she did so. She would proceed to look down at you, the woman’s irises shrinking to the point of pinpricks as it seemed like she was completely losing brain power, the woman’s eyes glancing around the place before she would let out a gasp, her chest falling as she did so. Suddenly the woman proceeded to move her hand over to the seat adjuster, twitching the lever so that you were down flat as you’d watch her crawl over your body so that she had all the leverage in the situation, the woman seeming to have some kind of scheme in her mind as she did so.

Before you could even react properly she would move her head downwards, her hand shifting over and clutching ahold of the back of your head, digging her fingers into it as she would proceed to start kissing you. You’d feel as she’d push her shallow lips against your own, groaning as the woman opened her mouth and forced a tendril that was tipped off her tongue before she wrapped it around your own, the woman gargling as drool dripped down onto the seats and let it sink in. Meanwhile she would proceed to start moving her hips, the woman raising her hips into the air before slamming them back down again, starting to ride you brutally and battering your hips as she would do so, any attempt at wiggling out from under her being futile.

A strange sensation would start moving across your member , the sucker still sucking and rubbing against your member, twisting and suckling away as she moved around both your cock and her own tentacles. You’d feel her inner walls would clutch and rub against your member, pushing against her own organs which responded by clutching against your cock, the sensation making you gasp out into the air as you’d try and move your legs, only to be unable to due to how hard she was ramming into you. She’d eventually move her head away from your own, letting her tongue go limp as she would pull it clean out her throat, the woman  taking as long as possible to do it before slowly putting the tongue back into her mouth , watching as you coughed and spluttered into the air as she did so.

The tendril would go from milking to edging you, keeping you at the edge of orgasm as she kept riding you, the woman starting to grow once again, her back and arms started to thicken up and causing her makeshift cloak to start tearing apart. “Come on, why don’t you admit it? You’re loving this, aren’t you?” She would proceed to start twisting her body around at angles so she could fit in the car properly as you’d shake your head, the woman getting into a frog-like position with the woman looking into her hand to realize that she didn’t have bones. “Just relax, embrace it. Love it like you’re hiding your love for it now!” She shouted as she moved her legs to the side, feeling as her knees and the rest of her legs relaxed, twisting at several different angles as she would simply let them be.

As you kept refusing her advances you’d feel as the tension would grow more and more, the woman eventually getting fed up and grabbed ahold of your head and yanked it up into the air somewhat as you would do so. “You know what, I can come up with a use for your mouth if you’re not going to confess.” She said, the woman grinning eagerly as she would make her breast start splitting open again, the pattern of the petals being much like a flower to reveal what was inside of them. You’d see a bunch of eyes within, all of them glowing a bright bioluminescent green to reveal a mass of tentacles within her, almost all of them being tipped with a set of lips and one that seemed to be tipped with a cockhead, the woman throbbing against the air as she did so.

Yet again she didn’t give you much time to reach before the mass descended against your face, several of them starting to kiss and licked at your face before the other tendril pushed into your lips, the cock tentacle now being pushed into your mouth. You’d feel as the kisses started to batter and push against your cheeks and your eyes, the woman groaning as she started to move the tendril in and out of your mouth, letting out a couple of gasps as you’d hear her start to speak out of your mouths. “Don’t struggle just yet, we’re only getting started.” She said as you’d hear the flesh start to rip apart from her back, the woman letting out a couple of groans before you felt a second cock tipped tendril be shoved into your ass, a yelp being muffled by the tendril in your mouth.

From there the three pronged assault would start against your body, the woman jamming the cock tentacles into your ass and deliberately avoiding your prostate to make sure you didn’t cum too soon, the woman's member just ramming against your ass. Meanwhile you had to deal with the sensation of her member rubbing against the edge of her throat, pushing and poking against your gag reflex as the woman gazed into your eyes with a certain sense of frenzied lust that you’d never seen before. The woman’s thrusts would grow more and more intense by the moment as she kept growing, her skin eventually turning that rotting black once again and her facial features starting to fall back into her face again as she reached her monstrous form, the woman’s hips ramming against your hips as the woman tendril would keep edging away at your member. 

After what seemed like several minutes of thrusting against you, you’d feel as she’d start to change her technique, the tendrils that were moving inside of you starting to move faster and faster as the cock sucking tendril would start to vacuum away your member, pleasure running through your body as you did so. You’d feel as you’d start throbbing immediately, the woman’s own members doing the same a couple moments later before you’d feel the pressure building up inside your member at an extremely quick rate and eventually getting to the point that it became intolerable. Eventually you couldn’t take it anymore, letting out a groan as you’d orgasm inside of her, ropes starting to spray out of your member as she sucked away at your member, the woman’s own members to start spraying their own fluids into you.

You’d feel as ropes would spray inside of her, covering her inner walls and pushing deeper into the woman’s reaches to be absorbed into her mass, the woman’s own members oozing out with some kind of fluid. More ropes would spray out inside of her tendril until it reached its peak, a massive amount of ropes being sucked up into her mass as she cried out in gleeful pleasure, her hands twitching against the air as she’d reach her peak as well, a mass of fluids spraying inside both of your holes as she did so. Your orgasm would soon come to a end, less ropes coming from your member as the fluids went down from her own body where it got to the point where drops dripped inside of her, the woman letting out a groan as she would do so, panting into the air. 

From there she proceeded to bathe in the afterglow of it all, taking in the pleasure as she’d briefly closed her main set of eyes, taking a breath before she opened her eyes back up to stare down at your face again as she did so. Her eyes stared down at you, the woman seeming to have much more emotion in them then beforehand as she proceeded to take the tendrils out of your body, the woman taking the tendrils inside of her before she pulled herself away from you, your cock lazily falling out of her in the process. She’d keep staring at you for several moments before the look in her eyes became meek in nature, the woman letting out a couple of sighs as she proceeded to push herself out of the car, hitting the ground as you laid in the chair, exhausted.

You’d eventually come to your senses, feeling rather unpleasant as you say yourself up in your seat, wondering what the hell you had done to deserve that before you heard the sound of something coming from outside the car, grabbing ahold of the console for a moment to peer out the open door. You’d see Alicia on the floor, her head in her hands as she sobbed to herself, your eyes widening before you sat back down to the car, your body numb as you wondered just how much control Alicia had over herself now that she was whatever she was now, the woman and the monster slowly oozing together into one being until they become something entirely new.