The Caterpillar

Edited by Le Gourmand

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Author's note: This story is a sequel from The Traveler part 1 and 2, but it is not necessary to read those stories to understand this one.

The awakening

Sandra Jennings was lying alone on her bed, moaning softly. She was dreaming of someone caressing her clitoris, providing an intense pleasure that made her squirm in her sleep. She unconsciously moved her hand to her pussy. An uncomfortable thought interrupted her bliss as she sensed that something was not right. She felt a thin, slippery object between her legs. She started to wake up, confused, still touching the strange object.

Sandra finally woke up scared, realizing that the object shouldn't be there. With one sudden move, she ended up with her back against the headboard. She switched on the bedside lamp, breathing heavily from both the surprise and her previous sexual excitement, and saw a white cylindrical object between her legs.

What is that!

she thought in panic.

Then she remembered...

Earlier that day, Sandra was sitting on the couch next to her bed watching TV, but her thoughts where somewhere else. There was a sad look in her eyes as she was wondering why she was the only girl in her group of friends that didn't have a boyfriend. She was eighteen years old and she had never had a serious boyfriend even though she was a pretty girl. Her hair was blonde and fell to her shoulders framing her big blue eyes. She was not very tall but her body was the envy of most of the girls in her school.

Sandra noticed a strange aroma, similar to the smell of a rose, that was coming from somewhere in her room. She got up and searched for the origin, moving closer to the closet as the scent got more intense. She opened the doors and looked around the small room. She lifted a few blankets at the far end and there it was; the source of the smell was a strange thing that looked like an overgrown caterpillar a little bigger than a football.

What the hell is this thing?

she thought.

Then, a distant memory popped into her head. Seven years back, when she was eleven years old, she spent a weekend with her family in a beautiful cabin in the woods. There, hidden below the bed of her room, she found something that looked like a cylindrical pillow. It was soft and tender and she thought that somebody had left it behind so she decided to bring it home. Some time later she put it in the closet and completely forgot about it until now.

* * *

That thing was indeed left behind by somebody a few weeks before she found it. But it was definitely not a cushion of any kind. That soft object was alive, submerged in a state of hibernation after its feeding source became unavailable. Now, after seven years of slow metamorphosis, it had awakened to become something entirely different and unknown.

* * *

Sandra pressed down on the soft surface, wondering,

How come it didn't smell this nice before?

She leaned closer to the object and took a deep breath. The smell was so delightful that she filled her lungs completely several times. She decided to pick it up and placed it beside her other pillows.

"Sandy, dinner is ready..." Her mother called from downstairs.

Soon after, Sandra came back from dinner and found her whole room impregnated with the nice smell. She lay down happy that she found her old 'pillow' and after a while of watching TV, she went to sleep.

.... Now, fully awake and sitting on her bed breathing heavily from the shock, Sandra remembered what the object was. A little more calmed, she wondered how it moved from the headboard to lay between her legs.

As her eyes adjusted to the light, she looked more carefully and noticed that it was moving! There was a wave-like motion from one end of its body to the other. She also observed that it was 'breathing' like a lung and there were a few squid-like tentacles coming out from a small opening in the closer end. They were about the length and thickness of a pencil and were moving and wrapping around each other, extending toward Sandra and apparently trying to reach her.

The room was now saturated with the creature's aroma and Sandra's head was spinning lightly. She felt as if she couldn't fully wake. Slight fear lingered in her heart but even then she didn't scream or move. Sandra's panties were still soaked from her recent wet dream and she hated to admit that the arousal dwelt upon her loins.

Just before she woke moments ago, she was very close to reaching an orgasm. She didn't have wet dreams very often; much less dreams that drove her to climax but this one had been different, a lot different. Then, a sudden realization popped into the teen's head;

that thing was touching me in my sleep!

She felt a jolt in her chest and almost jumped out of the bed and ran away, however, for some reason, she didn't. She looked at the small tentacles waving in her direction and she perceived that the white object was moving very slowly, closer to her. Feelings of panic and excitement mixed in her head in a way she couldn't understand.

What is wrong with me? Why can't I just move away from this thing?

She remained motionless on the bed, unaware that the sweet smell she was breathing prevented her from thinking straight. She tried to decide what to do, while the thing approached. Deep inside of her, she wanted to reach the orgasm that eluded her before. She was confused and afraid but stayed her flight despite her fear. As the creature got even closer, her excitement was increasing and the apprehension began to fade.

Finally, one tiny tentacle reached out and touched her slit. Sandra jolted, feeling a torrent of electricity traveling from her pelvis to her brain. Mild contractions started to intensify in her pussy. The remnant desire to run away disappeared completely and the teenager just closed her eyes in expectancy of what was going to happen next.

As the main body of the creature fully reached her, the small tentacle that first touched her slipped beneath her panties and firmly wrapped around her swollen clitoris. Two other tentacles followed and slid inside her lubricated pussy. The young woman gasped loudly. She felt them moving around, caressing every inch of her inner walls. Sandra's chest was heaving as her vaginal cavity contracted again and again with little spasms, providing incredible pleasure that spread through her entire body. The teenager opened her eyes and stared at the white figure with its small tendrils playing so delightfully in her pussy.

The tentacles kept moving inside of Sandra's tight opening for several minutes and she began to lose control. Her orgasm was not far away now. She knew it and she wanted it. The teen grabbed the little creature with both hands and pushed it against her pussy. She was moaning and panting as the awaited climax started to build in her body. It was now just seconds away. She stood completely still for a moment, her blues eyes half closed, her back arched. At that precise moment, another little tentacle penetrated into her anus and that was it.

"Ahhhhhhhhhhhhhrrgg.....AhhhhHHHH"

An incredible spasm almost shook her out the bed and her body started shaking uncontrollably. Another ripple arched her back again and then another one. She trembled, frenzied, for more than a minute until it became just too much for her and fell unconscious.

* * *

Sandra woke up two hours later lying sideways on her bed. She felt exhausted but completely satisfied. She strenuously lifted her head and looked around. The white life-form was still there, on the corner of the bed. The small tentacles were not at sight anymore, hidden somewhere inside the creature. Sandra noticed a transparent gooey substance on the palms of her hands and she moved one closer to her face. The smell was the same of the creature. With the tip of her tongue, she cautiously tasted the substance and it had a delicious sweet flavor similar to a peach. Sandra loved peaches. She licked both of her hands eagerly until she'd cleaned all the sticky fluid off them.

Wow! This is delicious,

she thought. She sat on the bed and observed the creature for a moment, still wondering,

what is this thing? ...It made me feel so... great.

She noticed the lamplight reflecting on the creature's skin, realizing that it was covered with a thick layer of the same clear substance that she just licked off her hands. She crawled across the bed and carefully started licking the creature's body, trying not to disturb it, until it was completely clean. When she finished, her head was spinning again and she wished there was more of it.

In her dazed state, Sandra thought about the situation for a moment. Even as this creature was unknown to her, she decided to keep it as her new 'pet'. She looked at the clock and it was almost 6:00 AM, time to get ready for school.

She wished she could skip school that day but her mother would never allow it. She stood up and when she started walking to the bathroom, she felt a mild sting inside her stomach. It soon stopped so she didn't pay much attention to it. During her shower Sandra kept feeling these sensations of being punctured inside her belly and her pelvic area, some stronger than others but none too strong to really hurt her. She also heard strange sounds coming from inside of her, similar to a bad indigestion, but all that discomfort stopped later that morning.

Sandra spent most of the day in school just looking at her watch, waiting for the time to go back home and play with her new friend. At 5:00 PM she was already entering her front door and running straight to her room. Her mother was not at home which meant that she was alone in the house. She was thankful for this, because if the situation turned a little noisy, there should be nobody around to hear her.

She began to undress as she ran up the stairs and one minute later she was in her room completely naked. She opened the closet, where she had hidden the white creature, and took a step back when she saw it. The creature had grown to almost double its size. Sandra hesitated for a moment but then she thought,

what the hell, this should be even better.

She lifted the living thing, which was about ten pounds already, and put it in the middle of her bed. Then she straddled the large caterpillar and moved downward until her pussy lips touched it. Its surface felt warm but very dry. She started to move her pelvis back and forth, rubbing against the caterpillar's body that soon got wet and slippery. Immediately, the sweet smell impregnated the room again and a transparent slime started to cover the creature's skin. Sandra heard a squirting noise and looked down to see several tentacles coming out from an opening. She started to feel dizzy again.

Sandra moved back and laid flat on the bed, head resting on a pillow and her legs spread around the animal. The tentacles were now about two feet long and almost two inches in thickness. Sandra led out a gasp with the delicate touch of the tentacles surrounding her body, sending the first waves of pleasure into her brain. Her nipples were stiff with pumped blood.

Then, a sudden notion of rationality popped into her head,

What am I doing? I don't even know what this thing is and here I am, lying in bed waiting to be fucked!

But it felt too good. Two of the tentacles squirm up her thighs until one paused just outside her wet pussy lips. Any idea of backing out vanished immediately. Sandra could no longer restrain herself and with one hand, she pushed the tentacle deep into her warm vaginal cavity. The girth of the 'phallus' seemed enormous to the tight entrance and Sandra felt her pussy lips stretched wide. The limb pushed forward steadily until it reached the deepest confines of her pussy.

"Ahhhhh..." She cried loudly as all the muscles in her body tensed, feeling the tendril being accommodated inside of her.

Then, the creature placed another tentacle at the entrance of her anus. She had never had anything enter her ass, much less something that big, and she instinctively offered resistance. The tentacle in her cunt started to pump in and out and the added pleasure was so overwhelming that it made her relax her sphincter, which caved to the increasing pressure of the other appendage. Sandra opened her eyes wide as the tentacle buried two inches inside her tight anal passage. The slime exuding all over the creature's skin and tentacles made it very easy to slide in.

Despite her fears, Sandra felt almost no pain from the anal penetration. The tentacle pulled back one inch and then pushed forward a little further than before, and so on. The moaning teen felt her rectum widen, as the strokes got deeper and deeper until it was at least ten inches inside of her body. Sandra clenched the bed covers and grunted at the sensation of the double penetration. She began jerking up and down, forcing the tentacles to move about and increase the friction in both holes.

Several smaller tentacles came out the creature and started to explore her body. One of them wrapped around one nipple and the jolt of her body indicated to alien that it was a soft spot to attend more carefully. Soon, her other nipple was attached to, as well. Another tendril passed along her lips, smearing them with slime which she licked off immediately.

Then, she felt a large drop of slime drip onto her lips and she opened her eyes to see another of the big tentacles waving above her face. The flavor was irresistible and she reached out grabbing the appendage and shoved it into her mouth, trying to suck out more fluid. The sweet juice poured from a small hole in the tendril's tip and as the substance gushed out she swallowed, over and over until her stomach was completely full.

Sandra frenetically humped on the tentacles that filled and stretched both her holes as deep as humanly possible. Meanwhile, the animal moved two other tentacles towards Sandra's pelvis. They were slightly smaller than the first two but as Sandra felt them rub against the outside of her cunt and anus she stopped her humping and pulled the tentacle out of her mouth.

"Oh no! This is too much!" She said out loud as if the creature could understand her.

She tried to move away but one second later, it was too late.

"No! Please! Ahhh!" Sandra screamed as the two new tentacles wormed their way inside of her pussy and asshole simultaneously.

Despite her protests, the creature simply kept pushing the tentacles further in, stretching the teen's body beyond anything she thought possible. The remaining tentacles continued probing her nipples and clitoris relentlessly. For the creature this was just an exploration stage and so far everything was working perfectly. This female and others like her would be very easy to manipulate using the right chemical components.

Sandra grunted with each thrust, obvious pain shown in her face, but slowly the grunts turned into moans of enjoyment. Her body quickly adjusted to the extreme fucking and pleasure was beginning to take over again. Sandra resumed her own humping, pushing herself against the tentacles, her mouth once again sucking the tentacle that was trapped in her hand. She could feel the creature filling her completely, driving her crazy with delight. The tentacles started to penetrate her faster. She was screaming in rapture with every stroke and she sensed that another orgasm was coming soon.

Her face expressed pure ecstasy as she began to buckle and shake violently. She reached an enormous climax. Her eyes rolled back into her head. With four appendages impaling the young woman, the beast kept rocking her convulsing body through the entire orgasm, which was much more powerful than the previous one.

"Ummpph! Yes! Ahhhhhggghhhhhh!" Sandra screamed as her climax overflowed her mind.

Her cunt and anus trembling around the tentacles, Sandra collapsed with exhaustion. But it was not over yet. Her belly looked a little distended by the tentacles churning and revolving inside of her. Sandra grunted with each pump, holding to the last threads of consciousness she had left.

Finally, the creature blasted its sperm inside her. Sandra gasped for air as the creature's body contracted again and again and pints of semen began spurting out of each of the tentacles. Within seconds Sandra's womb and colon were both full of cum but it just kept flooding her, unable to flow out due to the tightly packed tentacles blocking her holes. Her belly began expanding as more and more of the liquid filled her body. This rare and exquisite sensation brought Sandra to a new orgasm as she was pushed into an even higher plane of ecstasy. Her body was rigid; her eyes were fixed on the ceiling and her mouth wide open. More and more semen flowed into her, until she looked four months pregnant.

The tentacles buried in her ass filled her colon and her intestines, then her stomach, and then there was no other way out but her throat. Sandra felt a warm fluid coming up her esophagus. Then, her mouth began to fill up from the inside until it overflowed and a thin line of whitish thick fluid poured down from the corners of her mouth. She could barely catch her breath between each pumping of the gooey liquid that passed through her throat. The creature kept cuming inside of her until the fluid also started to leak from her vagina and anus. Sandra could not understand what the animal was doing to her but she loved it. A constant sense of ecstasy crammed her mind and she wished it could go on forever.

Suddenly the creature pulled out all tentacles and swiftly contracted them into its body. She was still under the trance of her last orgasm and with each spasm of her abdomen, semen spilled out of her mouth, every time less and less until it stopped. A filling of emptiness confused Sandra. At last everything was calm, and the ravished woman lay flat on her back, her eyes staring up vacantly, her mind lost somewhere between heaven and earth.

A long while later, Sandra woke up from her trance, bewildered and feeling empty. It took her a few minutes to understand where she was. She remembered the overwhelming sex, her new pet, everything. She sat on the bed, her head still spinning. Slime was dripping from her lips and she was still coated with the thick substance that dripped down her thighs. Without even thinking about it she tried to catch it with her hands and swallow it. It was so tasty.

It was then when her actual condition sank in. Sandra's belly was incredibly distended and she felt so full, she thought she was about to explode. Her body felt heavy. She looked down and rubbed her bloated stomach with her hands saying out loud to herself,

"Now what the hell am I going to do with this?"

She could feel the creature's semen churning inside of her. She decided to lie down for a while and rest. After her extreme experienced, this was not the time to worry about anything. She rested for a moment with her eyes closed. Despite it all, a great feeling of satisfaction cluttered her brain. Then, she felt something touching her again.

The caterpillar was moving and positioned itself between her legs. It was trying to attach a larger tentacle to her vagina. Sandra frowned and looked down at her crotch. This tentacle was different from the others she had seen before. It was thicker and had some sort of suction device at the end the size of a dinner plate. Dozens of small tendrils protruded inside and all around of it and in the center of the plate was a two-inch opening like a toothless mouth.

The beast attached the weird tentacle between her legs, covering her crotch from her navel to her anus. Sandra could feel little tendrils caressing her skin and penetrating inside of her wet cavity. She could also hear squishy sounds as the caterpillar's long mouth began to chomp down on her and suck her pussy like a giant vacuum. Soon, her mind was again under control of the pleasuring beast and it didn't take long before another orgasm wrecked her already exhausted body. Her blissful contractions helped the creature's sucking exercise and unexpectedly she felt something flowing out from her vagina. Not only a few drops but a large gush of fluid. The hungry beast urged her to give more, increasing its efforts and the sensation was overwhelming. Sandra noticed that her belly began to flatten as another climax exploded inside of her.