Author's note: So this story has futa on guy stuff as well as the implication of m-preg. If that isn't your cup of tea, consider this your warning.

*

Kurt readied his sword, he was standing outside the dungeon entrance. The lord of his town had offered a substantial reward for who or whatever was kidnapping the villagers. He wasn't the first to find this place, rumors told about another group of adventurers disappeared. He lit his torch and went into the dungeon.

As soon as he crossed the threshold of the dungeon he immediately felt calmer. It was like he had just entered his home after a long journey. Kurt tried to shrug off this feeling and tightened his grip on his sword, the sense moved to the back of his mind but didn't disappear. He encountered a couple giant spiders as well as a zombie but they weren't any serious threat.

As he continued deeper into the dungeon he heard a strange squishing noise as well as muffled groans coming from around the corner of the hallway. He slowed down and snuck forward. The he peeked around the corner to see one of the previous adventurers. However, his hands and feet were bound with a purple slime to the stone walls. An Illithid was standing over him, the monster's tentacles were penetrating deep into his throat, violating the poor hero. The hero had been stripped of his armor and weapon, what's worse is that the hero's eyes were rolling back into his head. This meant that the Illithid was eating the adventurer's brain.

This monster had to be killed! It was a Mind flayer that was eating a brain! He moved to sneak forward to try to stab the Illithid in the back. However, as he got closer the moans coming from the adventurer seemed more like sounds of pleasure than pain. Kurt paused for a moment and when he did a second monster came from behind him and knocked him unconscious.

Kurt woke up naked and held to the wall by a purple slime. The room was barely lit by a pale white light orb above him. He could see maybe 5 feet in front of him but beyond that was an impenetrable veil of darkness.

"Oh God, oh fuck!" Kurt exclaimed, panicking.

"Be silent Man Beast. You are disturbing my reading." A deep, feminine voice commanded from out of his eyesight.

"Hello? Are you a Mind Flayer?" He called.

"Man Beast, you are trying my nerves. Be silent until I finish this page, then I might come over to explain your situation." The voice explained.

Kurt listened this time, not wanting to anger his captor. After a couple minutes a door opened in front of him, it was so dark Kurt hadn't even been able to see the entrance. There, in the doorway stood his captor, a female Illithid. She wore black robes that ran from her shoulders, barely covering her voluptuous tits, to her a belt that held a black loincloth that separated her shapely thighs. She had glowing green eyes and while she had a nose, in the place of a mouth she had 4 tentacles that reached down nearly to her nipples. He wide hips and curvaceous thighs were completely bare, hiding none of her purple skin. Kurt was awestruck, the moment he saw her he felt a deep sense of joy and belonging but he couldn't explain why.

"Man Beast, why did you break in to our colony?" The Illithid asked.

"Uh...I-I was sent here to find out who was kidnapping villagers." Kurt answered.

The monster nodded. It was at this time Kurt realized that she hadn't moved her tentacles to talk like the stories said they did.

"Illithids are telepathic Man Beast." She stated flatly.

"Are you going to eat my brain?" He asked.

Immediately her tentacles began to writhe and Kurt could hear a strange gurgling noise, he felt the urge to laugh so he let out a chuckle.

"Eat your brain?! Is that what they tell you we do?! Oh Ilsensine that is hilarious!" The Illithid said, still making the strange gurgling noise that Kurt assumed was laughter.

"S-So you don't do that?" Kurt asked, still a little nervous.

"No, we feed on thoughts." The Illithid said calmly.

"Oh, so what was that one doing to the adventurer back when you captured me?" Kurt asked.

"Illithids can't mate with other Illithids, we need humans for that." She said, as she took a step closer to Kurt.

Kurt gave the monster a suspicious look.

"Yes, I'm going to breed with you and you will give birth to my offspring." She explained, getting closer, she was now about a couple feet away from him.

"What?!" Kurt exclaimed.

She didn't say anything as she pulled her robes off her shapely body. Then Kurt saw a tentacle hanging between her legs. It was about a foot long and thicker than the tentacles on her face. She slid one, slender hand up from his member up to his throat. Her body was now pressed against his. Only then did Kurt realize she several inches taller than him, but that really didn't matter now.

"It's okay, it'll feel wonderful." She cooed.

"I-wh- how could I get -?" Kurt stuttered.

The Illithid cut off his reluctant stammering with her mouth tentacles. Two tendrils forced their way into his mouth, pushing past his tongue and into his throat. The hand that was gingerly touching his neck then applied pressure. The other two tentacles wrapped around his head, holding it in place. The two tentacles in his mouth worked with each other, when one pulled out, the other pushed deeper. She pressed her large bosom against his chest. Then Kurt felt his body begin to betray him as his penis began to harden.

"Just accept me, let your body become putty in my hands. Think about nothing except the pleasure, give me your lust." The thought seeped into his mind.

His member hardened quickly. The mixture of emotions and stimulations were making it difficult to think. Then the Illithid and pulled one leg fee from the sticky goo that held it in place, then the other leg was freed.

She let go of his throat and scooped his thighs into her hands, holding him in a spread-eagle position. Then Kurt felt the tentacle between her legs slide between his. Just feeling the slimy member touch his balls made him moan softly.

"Yes, that's it. Enjoy it, give me your pleasure so we can share it..." The thought swept through the lustful haze that was his mind.

The tentacle rubbed his asshole teasingly. Kurt moaned through the tentacles again as his penis twitched with excitement. It rubbed back and forth, teasing his virgin hole. Then it started gingerly prodding. Even though Kurt wasn't gay he started begging for it to enter him in his mind. Then, as the Illithid read and consumed his thoughts, she pushed her tentacle slowly into his asshole.

"I am Min'ath, and I'm going to make you scream my name..." He heard her voice say through the sexual fog in his mind.

She slowly pushed her tentacle in, the bumps sending shivers of pleasure throughout his body. He tensed his asshole at first but as the slime around her tentacle allowed it to slide in and out with ease. His asshole quickly became accustomed to her member and began to tighten around her tip, as if subconsciously trying to keep her from leaving his cavity.

Kurt started to moan with each thrust. His body was already lost to him, it moved to feel more pleasure and his mind was giving way as well, it was near impossible to form coherent thoughts anymore. Then he felt her tentacle start to swell in size. It felt so much wider, Kurt felt a brief moment of worry that she might split him in half. Min'ath sped up her motions, she was pumping her swollen tentacle into his intestines now without restraint.

"Oh my God, yes! This feels incredible!!" Kurt thought.

One of the tentacle that was holding his head in place slid around his throat like a snake and squeezed. Kurt's rock-hard erection bounced with the rest of his body and his eyes started to roll back into his head as he felt his orgasm rapidly building. Precum was dripping from his member and rubbing against his captor's stomach.

"Here it comes!" He heard her voice call within his mind.

Then as the tentacle released a jet of hot cum into his stomach, Kurt's orgasm hit him like a freight train of pleasure.

"Mgh- Min'ath!" He called out through the tentacles, still pumping like pistons in his mouth.

Upon hearing this, Min'ath gave several more deep thrusts into his ass, exploding inside of him. Meanwhile Kurt fired his own cum onto his captor's stomach and tits. Her motions slowed and the two of them were still for a moment, basking in their orgasms. The tentacle slid out of his ass, allowing some of her cum to drip out. Kurt looked down at his stomach, he had a small curve to it. Min'ath's crotch tentacle slid around his inner thighs, exploring his body. The mixture of slime and cum coated his thighs.

Then the Illithid pulled Kurt's arms free and released his mouth. Kurt stood there panting and struggling to think at all. She laid him on his back on the stony floor, before draping herself over him. Once again two of her facial tendrils slid into his gaping mouth. The other two wrapped tightly around his neck to the point where he could barely breathe. This time one tentacle pushed into his throat, while the other toyed with his tongue. Kurt gasped when her member once again drove itself between his cheeks.

Min'ath grabbed Kurt's hands and pinned them to the floor. He looked deeply into her bright green eyes. He begged for her to cum inside him again, his mind was now lost to the sea of pleasure that swallowed him whole. His mind was lost to her. She began pumping quickly, never looking anywhere but back down at him. Her vibrant eyes conveyed dominance, but a kind of caring dominance. Kurt wrapped his legs around his lover's hips as she thrust into him. This second round seemed more dominating than the first. She was so much more focused on her orgasm, but that didn't matter to Kurt. She thrust violently into him but thoughts love, joy and belonging floated across his mind. It was at that moment, staring lovingly into her eyes what he wanted in life. He wanted to be with her for the rest of his days

Then, he felt her tentacle swell once more. She pumped more voraciously now, her hips violently slapping against his. The tentacles around his throat tightened more, to the point where Kurt was on the verge of passing out from the pleasure. He could feel cum building up as his own second orgasm was building up like a dam about to burst.

"You feel amazing! I can't hold on any longer!" He heard her mind call to his.

She shot more cum into his intestines. As he felt the hot liquid fill him up he locked his legs around her, locking the two in a passionate embrace as he coated their stomachs with his seed. He squeezed her hands and she squeezed back. Min'ath released his throat and mouth. As she lay there, draped over him, her tentacle kept coming and he could feel it coat his insides to the brim and then some. She let out a sigh of satisfaction and her facial tentacles gently felt his face and chest. She laid down next to him and put an arm around her lover's hip. The tentacles glided over his features, coating everywhere they touched in translucent slime. She laid a hand on his expanded abdomen. His stomach was bulging out considerably, a steady dribble of the liquid came out of his ass.

Kurt embraced the Illithid, placing one hand on her shoulder and the other held her hand on his belly. He leaned in, nuzzled her neck and kissed it softly.

"Kurt, welcome to your new home." She said lovingly.