Lilo's question was quickly answered when a tentacle was shoved into her wide maw. Not questioning it, Lilo began loudly sucking on the substitute cock, finding it to be just as delicious as any man meat.

Nothing could wipe the perverse smirk around Ursula's smile. Just watching Lilo's phenomenal oral skills working on her body got her so hot. She'd have to have the girl put those same skills to work on her octopussy later on. Of course right now, it was best that Lilo's mouth completely full. She was about to do a lot of screaming.

One of her tentacles soon returned to inbetween Lilo's boobs, but it got off easy compared to the others. Ursula already knew she'd be forcing her extra limbs into that slutty pussy, but that wasn't enough. She wanted every single one of Lilo's hungry orifices to be filled with her. So, wrapping most of her tentacles around Lilo, making them sink deeply into her fat, Ursula used all her strength to lift something so heavy merely inches off the ground.

An inaudible question came from Lilo, but even she knew what she said, Ursula wouldn't have answered her. Already her two remaining tentacles were between both her meaty thighs and even meatier butt cheeks. With a deep grunt, Ursula plunged them deep into Lilo who let out a scream that could be heard in Honolulu if not for the tentacle already deep throating her.

In and out they plunged, wiggling and thrusting deeper and deeper into her inner reaches. Her pussy tightly gripped around one while her well fucked ass was no match for the one it had attacking it. It felt like Ursula was reaching all the way to both her stomach and her womb and yet she wanted to plunge even deeper.

Lilo's entire body shook madly as the thrusts became more intense. It seemed that with every scream that tried to escape her mouth she got fucked harder and harder. Looking down at the sea witch, she had the most sadistic grin on her face as this girl was at her mercy, just like so many others.

The pleasure was not lost on Lilo alone. Feeling her tight insides afround her precious limbs felt so amazing. They were so hot and cum was flowing out of her pussy, making Ursula to plunge them in even faster. At this point Lilo's body started to become limp, as if overloaded from pleasure and like she was saving her only remaining energy to cum. She was the fattest slut around, it almost made Ursula wish she was a herm. If her tentacles were really cocks, she could fill Lilo completely full of her cum.

Now REALLY kicking things into high gear, Ursula let out a mighty yell as her tentacles approached a lightning speed. Lilo gasped with each thrust which was every second. As soon as one of them pulled out of her, another would be plunged right back in its hole. They were reaching to deeply inside her, and she was almost choking on the tentacle in her mouth. If she suffocated though, Lilo consoled herself that she'd die getting the best fuck of her life from her favorite fetish.

Exerting such force, Ursula's slimey appendages somehow expanded even wider with rippling muscle. Veins bulged from them like they were ready to blow their non existent load. The real thing came from Lilo as she finally used up her remaining air to scream so loud that it vibrated through Ursula's tentacles and into her body making her fat wobble like jello. White hot cum came gushing out of her cunt and even her ass! The force was so intense it actually made Ursula pull out to where the cum just kept on pouring out.

Dropping her fat ass on the sand and removing her personal gag, Ursula watched as Lilo lied there breathing so deeply. She had better catch her breath quickly, because Ursula was not about to wait. That little display had left her own cunt soaking wet. She had shown Lilo what she could do, now it was Ursula's turn.