I woke when I felt something poke me in the mouth. I sleepily slapped it away and instantly regretted it cause I slapped the head of my cock. My eyes snapped open from the discomfort and also the shock. How could I have slapped the head of my cock? I rolled onto my back and looked slightly down. My cock was in its tentacle form, the ribbed and undulating surface moving back toward my face. I could feel every inch of my length as it slid up my chest. I really hoped I was dreaming and that my cock hadn't morphed into something from a hentai film.
"You're not dreaming stud." a sultry voice said above me. I looked up and saw a pale woman attached to my ceiling via her own mass of tentacles. Her eyes were golden and her fingers had long sharp claws. Her huge breasts swung down to her chin and her smile was wide and devilish.
"Who...Who are you??! And what did you do to me???" I yelled at her. I quickly crawled away from her, backing up towards the headboard of my bed.
She fell lightly and quickly to the foot of my bed and then leapt up to me. Her claw on her right index finger put pressure just under my chin, and made me lean my head back to look into her eyes. "Mhmm I am your new best friend. The one you let into your body so we could have some depraved fun and corrupt some delicious people."
"I never let you in!" I cried. I could feel her tentacles pinning and spreading my legs by my ankles. Others were already massaging and stroking my cock and balls. My cock seemed to like the attention and was busy worming its way between her tits.
"Oh yes you did." she said with an evil grin. "Here let me jog your memory." I felt a tentacle slide into my ear. It was like a wet willy from hell and I screamed as I felt it bury deep into my skull. Then memories of that night flooded back, and every night since. Images of her penetrating me in every position imaginable. Others her shapeshifting into the women in my life and of her having me change them with my cock. My cum pumping into them and making them swell like balloons. Then watching their breasts and asses become bigger and thicker until they were pornstar proportions or bigger.
"No, no, no, no. I won't let you." I cried weakly as my resolve was slowly giving in to lust as her tentacles pinned her breasts around my cock. My tentacle cock started pumping earnestly. I tried to get it under control but it just felt so good.