It was the day after. School had begun again. Third hour gym class had just finishing swimming in the pool. All but eight of the boys had moved on to the locker room to finish changeing. The eight remaining stripped off their swimsuits and tossed them on the shower room floor. Steven twisted his towel and hit Matt on the butt. Matt yelped and they all laughed. The water came on and they all began soaping down. Water gleaning off their tight abs, shining off their hard asses, and running down the sides of their cocks.
Outside the shower room, Ty spied on them. Next to him was Jason, the penis-limbed cockheaded creature.
"Okay, Jason, go ahead. It's feeding time!"
Steve grabbed at Aaron's cock and balls.
"When are you going to grow up and grow a pair?" he laughed. Aaron turned bright red. Suddenly his mouth dropped. "What?" said Steve, "You opening that to get ready to suck mine?" He glanced about waiting for laughs, but noticed that everyone else was looking at the same thing. He slowly turned around. Into the room slithered an oozing tentacled creature with a human torso and a rounded head with a tongue hanging out of a slit. Steve glanced down at his own cock. There was a striking similarity...without the tongue.
The creature oozed forwards advancing on Alex. It put forth its forward right tentacle. It was facing Alex now and Steve noticed its human butt and the enormous sac between its back tentacles. He now noticed that each tentacle was in fact a human penis. The forward right one lifted up and the slit closed over Alex's low-dangling testicles. Alex groaned in pleasure and fear. Then it closed over his limp cock. It flared and forced itself around Alex's ass, folding his legs up. It had Alex up to mid thigh and navel.it continued to widen until it was up to his flailing arms. A second later he plunged ass-first into the the giant penis and all that stuck out were his hands and feet. After a few second of struggling the lump stopped moving, and the slit oozed. All they could see of Alex were his hands and feet.
While Alex was caught, Andy tried to run, but a cock lashed out and tripped him. He got up on his knees and hands. Another cock came and engulfed his head. It widened to his shoulders and sucked him in up to his hips. It covered over his erection and then sucked him up to his calves. They kicked out for a bit and then stopped. The slit oozed.
Another tentacle had lashed out and caught Eric. He looked down at his covered foot. He grabbed at Zach desperately. He hugged him in an attempt to not get pulled away. The tentacle tugged at his foot knocking them both over. It flared and now had both of their feet. It crawled up them. They were holding each other and crying. It got to their hips, the pressure grinding their genatalia into one another. It crept up until only their terrified heads were out. Then they were gone. A little bit later their desperate love-making ceased and they were still.
When they were about half covered the original penis of this creature had snaked over dragged in Matt up to his waist. He grabbed frantically at Aaron. It covered his head, but his arms were still grabbing. One latched on to Aaron's hand, Aaron winced, the other one had latched on to his balls. They wouldn't let go, they clinged to any last chance of hope. As Matt's hand disappeared, Aaron's hand was in. Aaron was contorted around with one hand in a massive penis and his balls still entrapped. It sucked in his other hand and was up to his elbows. It flared to include his head and then quickly slipped down his torso. In a mighty movement it flipped up into the air. His ass and cock wiggled helplessy beneath his flailing feet. A hand still clutched his balls.
Ben was already eaten feet up looking like a merman with a cock-tail. Struggling to get free, but losing. Only Steven was still free. He looked at the five lumps in the cock-tentacles, various body parts were still hanging out. The creature turned and advanced towards him. Steve backed up into a corner. The tongue emerged and wrapped under his arms. It dragged him towards its cockhead. It pulled his face in. The tongue caressed and tickled his body as he was engulfed.
Ty walked in.
The tongue was playing with Steve's penis and flicking his balls. Steve's legs were kicking. Then Steve slowly disapperead to travel down the creature's torso and into its ballsack. Suprisingly, it was empty. Steve had stretched the thing out. It was slightly translucent and he could see Ty's shadow moving. He angled himself around and stuck his head back into the tube he came in from. He could see daylight out the other end.
"Don't bother trying," said Ty, "it's a one way trip."
"What's going on!? What's happening? Why is it so empty in here!?" shouted Steven.
"Oh, your friends are being digested and converted into cum. They will become millions of tiny sperms and will retain their old consciousness and be able to see."
The lumps were beginning to soften. The features of hands and faces pressed into the sides of the cocks were no longer obvious.
The tube above Steven began dripping. Then it began to flow. A white hot sticky fluid was pouring on his head and filling the chamber around him. It was living. He could feel it moving around him. Familiar faces appeared and disappeared in the liquid. The semen was now up to his neck. Then it covered his head. He found he could still breathe. His body felt different, as if it was fragmenting. His mind seemed everywhere. He noticed the voices of his bewildered friends. He looked out of millions of tiny white eyes and saw the shadow of Ty approaching.
Ty kneeled and petted Jason. Jason panted and oozed semen out of his slits.
"Good boy. I know it was hard to do that...but a cock has to eat. What else can we do?"