Noah woke up with a start. It was rare that he slept now a days and the awakening annoyed him. He turned over to try and go back to sleep but he got the feeling he was being watched and he had learned to pay attention to that feeling so he sat up. Sure enough when he sat up he spotted observer blending into the shadows in the corner of the room. Noah shivered as the cool ear hit his skin, he had been warm within the covers and now he was cold again.

"Hey asshole will you leave? Watching me sleep is creepy as fuck." Noah snapped and Observer grinned, making him much easier to distinguish from the darkness.

"Of course I'm not going." Observer answered in his oddly monotone voice. Noah huffed and lay back down, even if Observer was here Noah wasn't going to let that stop him from getting some sleep. But in sitting up he had let cold air under the cover and he shivered.

"If you're not going to get out of my house make yourself useful and get in my bed. I'm cold." Noah said pulling back the covers next to him a little bit. Observer froze and Noah chuckled at how much he looked like a robot that had frozen up. When he opened his mouth Noah fully expected him to say 'dose not compute' but instead he just said;

"Okay." And then climbed into bed next to Noah. As Noah had expected Observer was warm, not hot like Firebrand but warmer then most people. Noah sighed contentedly and shifted closer to the source of warmth. Observer stayed perfectly still and somehow that encouraged Noah to move closer. It was like Observer was just a large hot pack and because of that Noah ended up pressed against him pretty quickly.

Noah closed his eyes and sighed contentedly he was almost drifting to sleep until he shifted and put his arm over Observers chest. Ehen he did he felt a odd sort of lump under Observers shirt, his brow furrowed as he tried to figure out what it was and then it slid out from under his arm and he gave a squawk and sat up again. Observers arms where on either side of him, whatever was under his shirt definitely wasn't supposed to be there on a human.

"What is that?!" Noah yelped looking down at Observer with wide eyes.

"Don't worry about it." Observer snapped then relented. "I know I look pretty human but you know I'm not. My inhuman feature is just something I usually keep under my shirt." Observer said.

"What is it?" Noah asked curios in spite of himself. "It felt kinda like a tentacle."

"It's exactly what it felt like." Observer answered promptly. "I have four of them on my back. They sort of fold up most of the time, I warp the rest around my chest and you can't see them under my shirt."


"Oh." Noah said trying to wrap his mind around that. He knew that the tall fucker they called the keeper had tentacles but he hadn't expected any of the other ones to. "Can I… Can I see them?" Noah asked hesitantly and Observer hesitated as well, that was unusual.

"Alright." Observer said after a moment and then sat up and pulled his shirt over his head. Four tentacles unwound themselves from around Observer and stretched like cramped limbs. Noah was mesmerized and he reached out running his fingers over the soft sort of skin of one of the tentacles. It was black like the rest of Observers skin and soft as silk. The tentacle slid through Noah's hands. He glanced up it when Observer gave a small shuddering moan. "Sorry they're sensitive."

"Do you want me to stop?" Noah asked uncertainly without letting go yet.

"No." Observer said hoarsely. "But you might want to."

"Not really." Noah said softly running his hand over the tentacle against, it wound its way up his arm like a snake seeking warmth . It was Noah's turn to moan softly as the tentacle stroked his throat. Observer pulled back slightly when he heard the sound and the tentacle retreated a little bit. Noah didn't want it to. On impulse he leaned forward, following the tentacle and licked the tip of it gently. Observer gasped loudly and turned to watch Noah intently.

Noah hesitated but that tentacle rested gently on his bottom lip as Observer wrapped one of the other tentacles loosely around Noah's throat and started caressing it again making Noah shiver. Noah gasped and then licked the tentacle near his mouth again, a long, slow deliberate one this time and Observer moaned. It was such a odd hypnotizing sensation and Noah did it again and then suddenly Observer was Kissing him and Noah was kissing back.

One of the tentacles was still around his throat but the one that had been near his mouth was now sliding it's way across his chest. Observer wrapped the last two around Noah's legs and yanked Noah down so Observer could climb overtop of him and kiss him again. Noah let Observer's tentacle's bend his legs so that Observer could settle between them. Noah wrapped his arms around Observers shoulders finding the place where the top two tentacles came from Observers back and started rubbing them making Observer give a moan which Noah echoed.

Observers hips pressed down against Noah's and Noah bucked up to meet him keening desperately. Observer grabbed Noah's arms and pried them off then weaved their fingers together and pinned Noah's hands on either side of his head. Noah gripped Observers hands tightly and whimpered softly when Observer stopped kissing him and retracted the tentacle from around his throat only to moan even more loudly when Observer moved down to start gently biting and sucking on Noah's throat. The tentacle that had been around his throat snaked down his chest pausing just above Noah's waistband as Observer looked at Noah questioningly. Waiting for permission was new.

"Yes." Noah gasped bucking up against Observer again. Immediately the waiting tentacle plunged down into Noah's pants and wrapped skillfully around Noah's dick. Both Noah and Observer moaned. Noah bucked up again and hardly noticed when Observer slid of Noah's pants with the two tentacles that had been around Noah's legs.

This time when Observer unwound the tentacle around Noah's chest and it pressed it against Noah's bottom lip he didn't hesitate. Noah opened his mouth and took as much of the tentacle as he could in, sucking and teasing it with his tongue. Observer gave a strangled gasp and nearly collapsed from the pleasure only encouraging Noah to try harder as the other tentacles caressed his thighs and dick. As Observer started biting and licking his neck again it was almost overwhelming. Noah yelped in surprise when Observer pulled the tentacle out of Noah's mouth and grabbed his ass.

"What do you think?" Observer asked as he pressed the one tentacle now slick with Noah's saliva against Noah's entrance teasingly. Noah whimpered and pressed down against the sensation. The tentacle was so warm and yes, yes he wanted it inside him.

"Yes. Yes please." Noah whimpered squirming under Observer and looking pleadingly up at him. Observer licked his lips and then pushed the tentacle inside. Noah arched, his eyes closing from the mix of pleasure and pain. It slid in so smoothly and the other one was still around his dick. "Oh god, oh fuck." Noah swore and moaned. Observer wriggled the tentacle inside Noah's ass and it brushed against Noah's sweet spot making him practically scream. "More." Noah whimpered. "Do that again."

He felt Observers breathy moan against his throat even though he couldn't hear it over his own near scream as Observer complained and did it again. This time he gave the tentacle a little twist as he did increasing the friction. Noah realized that his hands were free and grabbed Observers shoulders, his nails biting into flesh as he gripped them to tightly. Observer growled slightly and ground down against Noah.

He let go of Noah's leg with on of his tentacles and wrapped it around Noah's wrist instead, pulling it away from Observers shoulder and down. Noah was fascinated as the tentacle lead his hand down to Observers crotch and he could feel Observers erection through his pants. Noah's fingers found the outline and he moaned slightly. Observer let go of Noah's wrist and Noah undid Observers pants and slid his hand down Observers pants wrapping his ling thin fingers around Observers dick. The now free tentacle made it's way back to Noah's moth and he didn't hesitate in practically deep throating it.

Now Observer was moaning almost loudly as Noah. Noah closed his eyes as another overwhelming wave of pleasure caught him up. He had never felt anything like this, Observer was practically touching all of him at once, one tentacle still teasing his thighs, one in his mouth, one in his ass, one still wrapped around his dick jacking him off. Observers hands where in his hair now and his mouth on Noah's throat. Noah realized he was drooling a little but he couldn't control it anymore than he could control his moans.

He reached down and pushed Observers pants down over his hips so that he could grip Observers dick more easily to jack him off. Without really thinking Noah reached down with his free hand and started fondling Observers balls. Observer moaned even more loudly and bit down harder on Noah's shoulder. The tentacle in Noah's ass pushed even deeper and he felt like he might die. His heart was pounding harder then it ever had in his life and his entire body was on fire with pleasure in a way it never had been before.

"Observer I can't- It's to much I'm gonna- I'm gonna cum." Noah gasped pulling away from the tentacle in his mouth just long enough to speak before bobbing his head back down.

"It's okay." Observer said his voice sounding choked with pleasure. "Me too." He thrust down into Noah's hands and he could practically feel Observers cock throbbing. Noah moaned and moved his hips faster, sucked on the tentacle in his mouth harder.

Observer came first, his warm cum shooting over Noah's chest and setting him over the edge as well. Noah's moth opened in a silent scream as he arched up of the bed grabbing the sheets tightly and feeling the tentacles speed up as Observer helped him ride out his orgasm. When it was done Noah felt completely empty and collapsed back to the bed.

His eyes fluttered closed and he herd Observer chuckled next to him. Observer lay down on his side and wrapped his arms around Noah pulling him closer to Observers warm Body. Noah felt the covered laid over them and then Observer wrapped around him as well, practically cocooning him in a way that should probably have felt disgusting and creepy but really just felt safe. Noah fell asleep quicker then he had in years and had fewer dreams. All round, it was the best night he could remember even if he woke up sticky.