﻿Brandi, Protector of the Gateway - Season 2
by Pan



Genre: Erotica
Status: Completed
Published: 2019-10-23 21:33:41
Updated: 2020-01-13 19:40:02
Packaged: 2020-03-03 23:11:21
Rating: Much Sex
Chapters: 35
Words: 91,382
Publisher: storiesonline.net
Story URL: https://storiesonline.net/s/21139
Author URL: https://storiesonline.net/a/pan
Summary: After a strange new guidance counsellor comes to Antioch, Brandi and her group of friends face their biggest challenge yet.





TABLE OF CONTENTS


Chapter 1

Chapter 2

Chapter 3

Chapter 4

Chapter 5

Chapter 6

Chapter 7

Chapter 8

Chapter 9

Chapter 10

Chapter 11

Chapter 12

Chapter 13

Chapter 14

Chapter 15

Chapter 16

Chapter 17

Chapter 18

Chapter 19

Chapter 20

Chapter 21

Chapter 22

Chapter 23

Chapter 24

Chapter 25

Chapter 26

Chapter 27

Chapter 28

Chapter 29

Chapter 30

Chapter 31

Chapter 32

Chapter 33

Chapter 34

Chapter 35



	Chapter 1

“And, of course, there’s still a whole lot of clean-up to do be done,” Niles said, adjusting his glasses. His clipped tone was softened slightly by his British accent as he spoke to the group of teens sitting in front of him.

“Of course,” Brandi agreed, her blonde hair bobbing as she nodded. She’d only met Niles twelve months ago, when he’d told her of her role as the Protector of the Gateway, but Brandi felt as though she was finally starting to get the hang of it. Slay the bad guys, save the world, clean up afterward.

“How many charms are there left?”

“No way of knowing,” Niles replied, peering into the book the witches had left behind. “Probably no more than three or four - most of them self-destructed when the cult was taken out.”

Brandi crossed her legs, oblivious to the attention that the motion drew from the teenage boys in the room. She wore brown boots and a white sundress that showed off her long, smooth legs. As she pondered the situation, the Protector began mindlessly tracing the end of her pen on her legs, following the curve of her leg right up to where her dress ended on her thigh.

Her hair, as was the fashion, had been teased to have quite a large body, resting on her bare shoulders and framing her baby-face. She was showing a hint of cleavage - Brandi’s B-cups didn’t lend themselves to much more than that, except for the rare occasions she wore a push-up bra.

At the end of the previous year, Antioch High had been almost overrun by a coven of virgin witches - they had cast a number of hexes and charms onto ordinary objects all over the school, designed to transform people’s minds. They would seep into people’s minds and transform them, altering their behavior and creating havoc in the minds of the innocent.

They affected everyone differently - some merely had their mental processes changed, others had their bodies warped, turning them into grotesque parodies of their former selves. Some even had altered memories, causing couples who had never met to think they were dating, and putting teachers and students into BDSM relationships while making the rest of the world accept it, and think it had always been that way.

The coven’s aim had been to corrupt the entire school, turn them into a mindless mass of sucking and fucking bodies, until the only innocents left were the coven of witches - at which point, they would began an apocalyptic ritual, ending the world and destroying the impure: everyone but them.

Fortunately, Brandi and her friends had managed to take down the witches and save the world. Only a handful of students and teachers had fallen victim to the witches’ hexes, but they were all safe physically ... they just had new, life-long fetishes to deal with.

The summer break had been relatively quiet, and now the team was back at school, refreshed and ready to take on whatever the next twelve months threw at them. Their first task: cleaning up after last year’s events.

Niles closed the book and looked at the group of teens in front of him. As he did, he couldn’t help but smile at the spirit that they showed. Brandi, of course, was compelled by destiny to fulfill her role as the Protector, but she’d already made a number of strong friendships in her first year on the job.

Her closest ally was Lily Armstrong, a short redhead with a bubbly personality. Lily had attached herself to Brandi on the first day of school - the normally shy girl had been strangely drawn to the Protector’s side, and Brandi had been grateful for the company. She was sitting beside Brandi, trying to deny the fact her attention had also been drawn to the blonde girl’s legs as soon as they’d moved. Lily’s hair was long but flat - no matter how she tried, she couldn’t give it any kind of size, and so she’d resigned herself to the fact she was doomed to be the drab, flat-chested friend with stringy hair.

Had she any assets to show off, Lily knew she’d be unable to resist wearing a top that showed a bit of cleavage. Instead, she wore nothing more than an oversized sweater over her bra. She frequently wished she could wear the miniskirts that were oh-so-trendy, but on the rare occasion she mustered up the courage, she always balked at the last minute, and added leggings so thick they could practically be pants.

After Lily had met Brandi, the shy girl had quickly introduced her her lifelong best friend, Duncan. He was a black nerd who she’d grown up with. One of the school’s few black students (and surprisingly fit) he attracted stares no matter what he wore, and so had decided to take advantage of the attention, wearing loud button-up shirts and colorful pants over his long legs. Based on the color of his skin, people frequently assumed he would be able to dance, but Duncan’s motion was best described as ‘gangly’, and for many years he’d been unable to attract any female attention at all due to his awkward movement.

The three of them had soon become inseparable, and Brandi had relied on her friends’ backup during many a fight.

Over the course of the past year, their group had continued to expand - Brandi and her team had discovered the star linebacker of the school, Michael Livingston, was a demon. Cursed to walk the earth as a teenager, Michael was blonde, tall, and handsome. Switching form every few years, he’d quickly mastered the high school social scene, and was the most popular teen in Antioch. He was never seen outside of his football outfit, which barely managed to conceal his bulging muscles, an artifact from his demonic form.

As soon as he’d encountered Brandi, they had both become aware of the crackling sexual tension between them. It had resulted in a number of hot trysts, but neither were emotionally capable of expressing their true feelings for each other. After Brandi and her friends had discovered that he wasn’t there to destroy the world, they’d accepted him into their group, and he now put his mind (and considerable physical might) towards helping them stop the apocalypses which seemed to spring up on a regular basis.

He had even scored Duncan a place on the football team, as a second stringer - the black teen was grateful for the demon’s efforts into gaining him a slightly better social standing, and had sworn to some day make it up to him.

The last of the teenage team of demon-hunters was cheerleader Nicolette Chase. She’d spent the first few months of the previous year at odds with Brandi and her friends, but as Michael had started spending more and more time with small group of misfits, so had she; as the head cheerleader, she’d felt it was her rightful place to date the linebacker.

The time spent with the group had grown as Nicolette had discovered she had a natural affinity for demon-hunting. She’d been shocked, at first - spending her spare time in the **library** went against everything she stood for, but her priorities had shifted over the past eight months. Maintaining her social status suddenly seemed less important than protecting the town she loved from evil, and by the time the school year had ended, she’d been forced to admit she wasn’t just hanging out with the ‘losers’ to stop them from stealing Michael away ... she was doing it because they were her friends.

Nicolette attempted to glare at Duncan and Michael simultaneously as their eyes were pulled toward the Protector’s legs. Brandi continued absent-mindedly doodling on her leg with a capped pen, unaware of the consternation she was causing.

In the process of growing closer to the group, Nicolette had also discovered - to her horror - an attraction to Duncan’s sweet side, and during the climax of their battle against the virgin coven, had finally declared her feelings for the teen.

A year earlier, she would have declared him a nobody, a nerd not worth her time ... now they were officially dating, and she didn’t even hate herself for it.

**At least he’s on the football team now,** she’d told herself as she’d mustered up the courage to announce their relationship to her friends. She’d been prepared for it to be social suicide, but to her surprise, every had agreed the ex-nerd was “cute” - and had been considered so for some time now. Though she was no longer the Queen Bee she’d once been (largely due to her priorities shifting from social events to saving the world), Nicolette still able to count the most popular kids in school as her friends.

Just not her **closest** friends. She hated admitting it, but the ‘nerds’ were now her friendship group, and it didn’t look like that was changing any time soon.

Nicolette crossed her own legs and coughed loudly, hoping to attract the attention of the team. Nicolette stood slightly taller than Brandi; more-so when she was wearing heels. Her clothing was generally chosen to attract attention; Nicolette planned to ride the miniskirt fashion wave for as long as she could. The only time she was seen outside a form-fitting pencil skirt was when she was wearing her cheerleader outfit, and her ensemble was always topped off with a tight sweater top. Her brown hair was straightened each morning, and then toyed with to give the casually-arranged look that most girls wished they could emulate.

Duncan and Michael both turned briefly at the sound of Nicolette’s cough, but their attention was almost immediately drawn back to the Brandi’s milky-white legs.

Nicolette sighed - her olive skin was one of her most attractive features, but it seemed she just couldn’t compete with the supernaturally-beautiful Brandi, not even when it came to her own boyfriend.

As Niles covered the last of his notes, the gang turned to each other and started working out a rough plan. The hexes could be anything from a locker to a pencil, and the only way to detect them was to either spot the symbol of the coven, fall victim to the hex’s charms, or feel the slight static which came from being in close proximity to such powerful magic.

“Well, let’s skip patrol tonight, meet back here and start doing sweeps,” Brandi suggested. “Lily, are you... -”

“Oh, shoot!” Lily yelped, standing up suddenly and knocking her bag to the ground. “I’m late for my appointment!”

The rest of the room just stared in amused bewilderment as Lily gathered her things and ran from the room, babbling something about a new counsellor. Once the whirlwind had passed, and the teen girl was out the door, the rest of them turned back to each other and resumed making plans.

“Now,” Nicolette said crisply, pleased when all eyes went her way ... and immediately dipped to the outline of her C-cup breasts, emphasized by her carefully-chosen sweater. “I’ve drawn up a map of the school - we should be able to cover everything in three shifts...”


	Chapter 2

“Sorry!” Lily yelped as she ran through the door. “Sorry I’m late!”

“It’s fone,” the new counsellor said, one of his eyes wandering around the room. “You must be...”

“Lily,” she said, extending her hand and shaking his vigorously. “Lily Armstrong.”

“Of course. Please, have a soat.”

Lily took a deep breath, and sat behind the desk. The counsellor appraised her for a few seconds, taking in her plaid skirt, thick leggings, and conservative (though garishly-colored) sweater.

“Before we start,” the counsellor said, pulling out his legal pad and clicking his pen. “today’s date is...”

“The third,” Lily said after a pause. “Third of August.”

“Excellent,” the older man replied. “And of course, the year?”

“1998,” the teen replied with a puzzled look on her face. “Are you feeling okay?”

“I’m fone,” Mr. Foster replied, staring Lily in the eyes. “Now let’s begin.”

Lily was Mr. Foster’s third interview of the day (or, in fact, ever) and he was still finding his feet. Literally - he was so unused to having a human body that parts would occasionally twitch, just to remind him they were there.

Antioch High was located on the border between two parallel realities. In the demonic realm, a Gateway had been built: it was one of the few ways to get from the Realms of Hell to Earth, and Brandi’s role as Protector was to ensure no demon ever managed to take advantage of the link, to fill the world with evil and cause its destruction.

Mr. Foster was a demon aspiring to do exactly that. He had been sent through to find and neutralize the Protector so he and his demon brethren could finally crack the Gateway, unleash their power, and take over the human realm.

He’d been sent with great powers - the power to manipulate reality, and to warp peoples’ minds. But he was also given limitations, and until he found the Protector he was testing those limits by altering other students, to see what his new body was capable of and try to work around the constraints he’d been given.

“Now, Lily,” he said, looking over his notes, unaware of his pinkie finger’s twitching as he did. “Ah, yes - they’ve sent you here because you’ve been missing cliss...”

“Pardon?” Lily said, crinkling her nose. This new counsellor was one of the strangest men she’d ever met, and she couldn’t quite place his accent.

“Sorry, **class**. You’ve been missing class, and they’re worried about your grodes.”

As the slightly eccentric man spoke, Lily’s brain went slightly out of focus. She had no way of knowing, but he had just reached inside her mind - he couldn’t explore her memories, not unless she was actively thinking about them, but he could immediately sonse a few base facts about the young girl.

She wasn’t the Protector, that was clear. She didn’t show any sign of supernatural influence, and the Protector was supposed to be teeming with it. She was obviously smart and shy. No, more than just shy - terrified of sex.

Interesting.

“Now, Lily, this sassion doesn’t have to be all reprimandations and apologies. Let’s talk about something more important.”

“Uh, okay...”

“Let’s talk about sex.”

Before Lily could react, Mr. Foster reached into her mind, and swatted her anxiety down before it could make itself felt.

A smile spread across her face, instead of the indignant or blushing response she would normally give.

“Of course,” she replied. “I’d love to.”

“Now, you lost your virginity a few years ago...”

“No!” Lily instinctively replied, before suddenly going red and mumbling the rest of her objection. “No, I’m still a...”

“Hmmm,” Mr. Foster replied, staring deep into the girl’s green eyes. “No, my notes quite clearly say you lost your virginity long ago...”

Lily’s brain went slightly fuzzy as she suddenly remembered. He was right.

“Since then,” Mr. Foster continued, not giving her time to sink too deeply into the memory, “you’ve loved it. You struggle to think about anything else, don’t you?”

“No,” Lily replied assertively, reflecting on all the other things she had to spend time thinking about. Schoolwork, boys, demon-hunting ... Fortunately for her, Mr. Foster wasn’t looking at the thoughts bubbling at the top of her head in that moment, but was instead focusing on rewiring her priorities. Again, Lily’s world went fuzzy for a few moments.

“It’s okay,” he said. “I onderstand you’re too shy to admit your obsession...”

“Obsession,” she echoed, before shaking her head to try to clear it. Her counsellor was right, of course. The apocryphal fact about teenagers was actually true for Lily - she really **did** think about sex every seven seconds. Every time she looked at another human, she couldn’t help but wonder how they looked naked, how they tasted, how they smelled, what they would feel like, their body over hers ... As well as his primary mission of finding the Protector, Mr. Foster had been tasked with distracting the students of Antioch. And while Mr. Foster didn’t quite onderstand humans yet, he understood one thing - nothing held as much power over humans as sex.

“Come, come.” he said gently. “We’re all fronds here. You’re a strong, sexual woman - no need to be shy. If you’re feeling horny, I’m sure you’re the kind of person who reaches out and just takes it, am I right?”

He was right, Lily was forced to agree with a nod.

“And, of course, you’re a teenage girl - hairmones are flowing through you, you’re discovering your body, what you like, what you don’t like ... you’re probably horny all the time.

“Am I right?”

As a surge of arousal pulsed through the redheaded girl, she failed to notice Mr. Foster’s hand reaching out, touching her erect nipple, barely visible through the sweater and bra she was wearing. As he made contact with her clothing, her breast started to grow, doubling - almost tripling - in size. She’d entered the room as a smallish A-cup, but now her bust and bra had grown in tandem as she sported a pair of E-cups.

By the time he reached out and touched the other one, Lily was panting with need. She hadn’t noticed three buttons flying off, exposing her new, impressive cleavage, and she was staring at the new guidance counsellor with lust in her eyes.

“Ah,” he said with a smile. “You’re horny right now, aren’t you? I can’t blame you - whenever there’s a cock in the room, I’m sure you need to wrap your hond around it, touch it, taste it ... am I right?”

“Come here,” Lily growled, her voice thick with lust. She practically leapt over the desk, knocking off all of the knickknacks he had so carefully rearranged after his last appointment had done exactly the same thing.

Lily Armstrong loved cock. She always had, every since she’d discovered they existed. False memories started swimming through her head - the first time she’d been alone with a boy she was dating, she’d practically torn his clothes off, desperately wanting - nay, **needing** \- to see what he kept in his pants.

Her mind raced, as she recalled the reputation she’d earned -”The Blow-job Queen”, they’d called her. She so loved the feeling of her lips wrapping around a cock - everything about them turned her on, but nothing more than the feeling of her tongue sliding along its base as it began to pump its seed, filling her mouth with its taste. Its ... sweet taste?

For a second, Lily hesitated. Despite the fact she knew she’d sucked off almost a hundred men and boys, she couldn’t for the life of her remember what semen tasted like. Was it sweet? Was it sour? Was it a salty, eggy taste?

Sensing her hesitation, Mr. Foster reached down and unbuckled his trousers, allowing his enormous demonic cock to spring into view.

Had Lily been paying more attention, she would have seen the lipstick marks on the side, indicating she wasn’t the first to encounter her new frond’s cock that day. But she couldn’t see anything but its majesty - the thick veins on each side, the delicious redness as it slowly hardened before her eyes. Even the wrinkly, hairy ball sack underneath appealed to her, she loved the male member so.

In reality, Lily had been slowly developing a bisexual streak - it was part of what had so attracted her to Brandi at their first meeting. But that was washed away as Mr. Foster’s efforts took hold. Now, she was a cock girl, through and through. She loved cock ... she **lived** for cock.

Licking her lips, she leaned in and almost shuddered with pleasure at the taste of Mr. Foster’s member. Everything felt so right, as she lay on his desk, her hands on his knees, her head craning over to suck on his glorious cock.

The exact process of how to fellate a man was lost on her at first, but the longer she went at it, the more “memories” came flooding back. As she did, the tale began to twist. Lily was remembering more and more; she’d been the queen of blow-jobs for so long, grown so adept at giving head ... but she’d wanted more.

Lily Armstrong wasn’t the kind of person to sit back and ignore her needs, so the next time one of her suitors had come over to get a blow-job from her, she’d sucked him until he was hard, and then pushed him back and allowed her hungry pussy to sink down and envelope his cock.

He’d been huge, she recalled. Lily’s only real experience with male genitals was the demonically large cock in front of her, and so she projected it atop all of her new memories. Yes, he’d been huge - her eyes had rolled back in an instant orgasm as the feeling of fullness had overtaken her.

She’d sat on top of the bewildered (but certainly not complaining) teen boy, twitching and shuddering in pleasure for a few minutes, before finally coming down from her first ever orgasm.

(As she tasted his cock for the first time, Mr. Foster took advantage of her distracted mind to go in and erase all memories of the orgasms she’d given herself by hond. Now every memory she ever had of cumming was while she was being fucked, used by a man to get off).

After a few deep breaths and giving herself a little bit of time to recover, Lily remembered, she had used her legs to slowly raise and lower herself on the boy’s cock, gasping in pleasure each time its girth filled her up. He had clearly been having trouble containing himself, and so she’d thrown him a glare - “Don’t you dare cum until I do” she’d commanded, and so her partner had tried to avoid looking at her huge bouncing breasts, barely contained by the sports bra she was wearing.

No, not sports bra. What had she been thinking? Ever since she was fourteen and her boobs had grown in, Lily had dressed to accentuate them. Her huge knockers were her most prized asset (until it was overtaken later in life by her extremely talented mouth) and she wanted to make sure they were constantly on display.

Her clothes were chosen specifically based on how much cleavage they showed, how much they accentuated the disparity between her slender frame and her huge tits ... and she never went out in anything which ended below the knee. Even in winter, she showed as much skin as possible.

The attention she got for her daring choices in clothing was more than enough to keep her warm.

Lily’s tongue was doing things to Mr. Foster’s new cock that he never could have imagined possible back in the demon realm, and he was momentarily distracted him from the memories he was implanting. He sighed with pleasure as he looked down at the scantily-clad girl - she was still wearing the miniskirt she’d been wearing when she had entered the room, but now it was half the length and there was nothing underneath. With a sigh of pleasure, he got back to work, smiling as he explored the girl’s overwhelmed brain.

He knew he was going too far - if she left the office with the desire to suck the cock of every boy who asked, struggling to understand why no one remembered she was the school slut, it wouldn’t be long before the Protector worked out what was happening and found him. But his powers only worked at full strength within the office - when Lily left, she’d still have her new clothing, but the rest of his work would be diminished, turning into nothing more than vague memories and slightly larger boobs.

By making her new mental reality as extreme as he could, he was ensuring there would be **some** change to the girl’s behavior. He’d already given his previous two appointments similar thoughts, and by the time he was done, the whole school would be much more promiscuous than they had been before - enough, he hoped, to distract the Protector.

Lily was still lost in memories - the nameless boy had bit his tongue and shut his eyes, just to distract him from her bouncing breasts, clad in a lacy push-up bra as they were (not that her perky boobs needed much help). It had only taken a few more pumps of her body up and down his thick member before the second orgasm of her life had overtaken her, and as her pussy had begun clenching around his hardness, he’d released the breath he’d been holding in, and started cumming as well.

“Wow,” he’d said after blowing his sticky load inside her.

“Wow,” she’d agreed.

She’d had him fuck her twice more before letting him leave.

After that, blow-jobs had been reserved for the time and places when full intercourse wasn’t possible. Lily had seduced every male she could, even allowing perfect strangers to fill her up with their semen. And she came, each and every time. Sometimes only the one, huge, toe-curling orgasm - sometimes a constant stream of small orgasms from when they first entered her until they pushed her away.

It had changed her life. Lily had understood, from that day onward, that she was built for cock. She got such pleasure from being fucked - she never wanted to stop.

His work done, Mr. Foster lay back, relaxed, and allowed the talented young woman in front of him to finish him off. She’d forget most of the details he’d just implanted - they were really just to keep himself amused - but the fundamental sluttiness would remain. And, of course, her new tits - as soon as she stepped out the door, they’d be smaller than the cartoonishly huge pair she currently sported, but they would still be noticeably larger, perkier, and much more sensitive than they had been before.

Mr. Foster moaned with pleasure as he came inside the student’s mouth, and as she eagerly swallowed his seed down, Lily puzzled over why they hadn’t fucked - they were behind closed doors, no one could see or hear them. It was a perfect opportunity.

She dismissed the thought, happy she at least now remembered what cum tasted like.

Before she could ruminate for too long on the thought, he zipped up his pants and asked her to leave.

A strange feeling came across Lily’s chest as she left the office - it looked as though the bra she was wearing was too large for her breasts. And the top she was wearing was so ... it showed off her midriff, and her cleavage. As usual? **Yes,** she decided after a few seconds of thought. **The tank-top is fone, it’s just this bra ... I’ll have to take it off, and go without today.** Trying to work out how why she was so okay with the idea of going braless, Lily stopped at the water fountain directly outside the counsellor’s office to wash out the strange taste in her mouth. Had she been paying more attention, she would probably have noticed the symbol crudely etched on the side of it, and the tingling sensation where she touched it with her hond... 


	Chapter 3

Duncan Wallace had almost finished masturbating when Brandi Winter swung through his open window.

The second he’d gotten home from football practice, he’d locked himself in his room and coated his hand with lube. Closing his window hadn’t even occurred to him, he was so worked up. The cheerleaders rehearsed at the same time as the football team each afternoon, and watching his girlfriend lead the group of young, nubile women had distracted him so much he could barely concentrate on what his coach was telling him.

“Jesus!” he cried out as Brandi dramatically entered the room, her eyes widening at the sight of the black teen holding his hardness in one hand, and a photograph in the other. He dropped the picture in his desperate attempt to cover himself up.

Brandi, barely managing to stifle her laughter, turned away to give him some privacy. As she stared at the white walls of his bedroom, she wondered who was wearing the bikini in the photo she’d seen fall to the ground.

The Protector would have been thoroughly unsurprised to learn that the picture was of Nicolette, Duncan’s “girlfriend”. Nicolette had a well-earned reputation as a complete and utter cock-tease. Rumor had it that even after she’d dated the quarterback for a year and two months, he hadn’t gotten so much as a blow-job ... In truth, he hadn’t even managed to see a tit. One time he’d tried to feel her up, receiving nothing but a slap in response - he’d stuck it out, hoping she would eventually yield, but after fourteen months had broken up without getting so much as a make-out session. Nicolette didn’t consider herself ‘that kind of girl’, as Duncan had discovered every time he tried to make a move.

And so, despite the fact they’d been flirting for the better part of the year and were now openly using the words “boyfriend” and “girlfriend” to describe one another, Duncan’s time with Nicolette had led to nothing more than two make-out sessions, which he suspected she had participated in purely to keep the relationship going.

Duncan’s hand had wrapped around his black cock and slowly started stroking up and down, imagining Nicolette in her bikini, knocking on his door and begging to be taken. The appearance of Brandi had coincidentally occurred in real life at the same time she’d appeared in his fantasy - Duncan’s biggest secret was his lust for Brandi. Ever since Lily had introduced the two of them, he’d been attracted to her, and if he could have just one wish, it would be to sleep with her and Nicolette at the same time.

It would never happen, of course - he knew that. But even thinking fleetingly about it was enough to make him rock-hard, and no matter what he tried to think about while jerking off, his mind would inevitably turn to images of Nicolette and Brandi, topless in front of him, making out passionately before turning to him with a hungry look in their eyes, wanting to share his cock ... When Brandi had entered his room unannounced, he’d been picturing himself slowly sinking into Nicolette’s shaved pussy while Brandi orally pleasured the two of them simultaneously as they fucked, silently begging to be next to take his manhood.

With a cough, Duncan let his friend know that it was safe to turn around. She did so, a smile dancing around her eyes.

As Duncan watched, the smile faded. He followed her line of sight, and was horrified to discover that she’d noticed another photo he had handy - a picture of the Protector in a swimsuit that he kept pinned against to the wall.

Duncan quickly threw the pillow he was holding at the wall, knocking the photo off and revealing a tent in his pants, inadvertently letting Brandi know he was still hard.

They silently and unanimously decided not to talk about it.

“Uh, what’re you doing here?” Duncan asked.

“Came to get you. You’re on my team for the sweep, remember?”

“Oh, yeah. ‘Course.”

Duncan mentally willed his erection to go away, so he could stand up and get ready to go, but he was still worked up, and Brandi - the secret object of his lust - was standing in his room. He couldn’t tear his eyes away from all the skin she showed - her smooth, white legs, her long, slender arms. It was hard to imagine the beautiful woman standing in front of him was one of the most deadly people in the world, but he knew she was - he’d seen her destroy too many demon lives to ever forget that.

The raw power his friend held was even a bit of a turn-on, and it was another few minutes of awkward small-talk before Duncan felt ready to stand up and head back to the school. Brandi was careful not to look directly at the obvious lube on his hand, or anything that his hand had recently touched.

The walk to the school was awkward (to say the least) and they were both relieved to find the rest of the team already there when they reached the school. A surge of jealousy rose in Brandi as she saw Nicolette standing next to Michael, casually touching him on the arm and laughing.

“Oh, you’re here!” Nicolette said, her tone deliberately implying “you’re late” without her having to say it. “Niles has the keys, and we’ve scoped out the perimeter - there shouldn’t be anyone in the building. This first shift is going to cover the teacher’s lounge, the science lab, and the main hallway...”

As Nicolette explained and handed out instructions, Brandi had to admit that though they didn’t get along, Nicolette was undoubtedly an asset to the team. She had a real head for organizing these things, and a passion for keeping her world safe.

Brandi was obviously the lynchpin of the group, but she knew without her team she’d be a lot more vulnerable to the forces of evil ... or, as often as not, the forces of “annoying demons who won’t leave humans alone”.

Lily, for example, was the brain of the group - along with Niles, of course. Where Niles had thirty-plus years of supernatural experience, Lily was a born researcher, and in the last year had almost caught up to the older British man’s tremendous knowledge of the occult. That was clearly why Nicolette had put her with Duncan and Brandi - they were good in a fight, but she was more likely to be able to spot a hex than the two of them put together.

Of course Nicolette **had** put Michael on her own team - if confronted, she would probably have been able to explain it away by saying she didn’t want Michael and Brandi to get distracted by their ongoing “will they/won’t they”, “are we dating or are we just friends” issues ... and, Brandi would have reluctantly had to agree.

But the Protector knew Nicolette had always been keen on Michael. Even though the cheerleader was no longer single, and though she was no longer nearly as interested in climbing the social ladder as she’d once been, the allure of dating the most popular guy in school had never completely disappeared. Brandi was certain Nicolette’s attraction to the linebacker had influenced the makeup of the teams.

Brandi tuned back in to the conversation.

“We’ll meet back here in an hour. If you feel a tingling or you see anything, shout out. Okay?”

“Great job,” Michael said, flashing a grin at the cheerleader, and Brandi couldn’t help but feel a surge of jealousy. Just a month ago, Michael had looked like he was about to express his feelings, but when Brandi had cut him off, saying she didn’t have time for a relationship, he’d made it clear that while he respected her decision, he going to wait around for her forever.

And then they’d had sex. Every time they had a big, emotional conversation, no matter what the outcome, no matter where they’d landed, they always ended up having sex. The tension between them was practically visible, and only by giving into their animal (and demonic) urges from time to time were they able to stop it from interfering with the rest of their lives.

**Yes,** Brandi was forced to admit, **splitting us up was probably a good move.** She watched the most attractive man she’d ever met walk into Antioch High with her rival, before turning her attention back to her group.

“Come on guys,” Brandi said with a sigh, completely failing to notice Lily’s new tits and style of dress, or Duncan’s worried look. “Let’s go.”


	Chapter 4

Duncan, Lily and Brandi moved slowly down the school hall, and though Brandi started the sweep lost in her own thoughts, it didn’t take her long to notice something was wrong with her companions. Lily seemed distracted and antsy, and when the blonde had turned to check on Duncan, she found him desperately trying to catch her eye.

“What?” she mouthed, and following Duncan’s gesture, glanced down at Lily’s chest.

“Fuck!” she said in surprise, unable to hold it back, and the Protector’s loud expletive was all it took to shake Lily out of her reverie.

“What’s wrong?” she said, her eyes darting around the hallway. She looked at Brandi, who was still staring with shock at her exposed cleavage. “Oh, this?”

Lily giggled, causing her tits to jiggle slightly.

“I just decided to let the girls out for some air for once. No big deal.”

Brandi shook her head in confusion. After her counsellor’s appointment, Lily had spent the rest of the day growing increasingly comfortable with the amount of skin she’d decided to bare, and after school had gone to the mall and picked up a huge number of outfits just as revealing.

She had shown up to the sweep dressed in a tight black dress, more suitable for clubbing than magic-hunting, and while it had attracted a disapproving glance from Nicolette (and a very approving glance from Michael) no one had said anything.

As soon as Duncan had arrived, he’d been unable to take his eyes off Lily’s new ensemble, and now that Brandi had finally noticed what was up, Lily was sort of hoping a conversation would ensue.

Instead, the three continued walking up the long hall in silence. As they got closer to the counsellor’s office, the memories that had been implanted in Lily started slowly creeping back.

As she’d enjoyed the cool water of the fountain, her hond had brushed against the hex, and - unbeknownst to her - a battle had taken place within her mind, as a new supernatural presence had started trying to mould her reality.

Her new sexual history had remained intact (though it faded, the further she got from the school) but a new set of desires had grown alongside it, feeding on the bisexuality Mr. Foster had tried to erase. Lily had suppressed her attraction for women for so long that it had become an area of taboo, which she’d only allowed herself to think about alone in her bed late at night.

The hex took this desire to experiment and expanded it - by the time she’d finished drinking, Lily’s mind had been rearranged to give her a huge taboo fetish: The more wicked or experimental something was, the more it would turn her on.

False memories aside, she was still a virgin - the hex’s influence ignored the mental changes caused by the demon counsellor - and so even basic sexual acts would register as experimentation, to begin with. But as time went on, they would fail to excite her, and she would have to push more and more boundaries in order to get turned on at all.

Not that a lack of arousal would stop her - the cock-obsession Mr. Foster had implanted would remain, and so Lily would be forced to get more and more freaky to ensure that her sexual encounters were enough to get her off.

Brandi wondered if Lily had always been sporting such prominent chest-puppies, and Duncan (who had stared at her chest more than a few times and knew for a fact she hadn’t) tried to work out what had caused the girl’s sudden increase in cup-size. The three of them, lost in their own thoughts, walked ever-closer to the counsellor’s office, where (behind a locked door) the demon was laying on his desk and sleeping for the first time since taking human form.

The closer they got to the source of the demon’s power, the more his changes affected Lily. She suddenly remembered losing her virginity, her days as the school’s blow job queen, how much she loved the taste, touch and smell of cock. At the same time, the hex’s influence spread through her system, and as they stood outside the counsellor’s door, Lily paused, suddenly overcome with need.

She realized that to her surprise, she had no memory of ever having sex with Duncan. Ever! It almost seemed like a crime - he was a guy, he had a cock ... what the hell had she been waiting for?

She was a woman who wanted cock. And when she wanted cock, she took it. And here she was - horny, with a cock right beside her ... She wanted it.

“What’s wrong?” Brandi said, at the sight of Lily stopping suddenly.

“Don’t you hear it?” Lily replied breathily.

The other two stopped.

“No?”

“What is it?”

“Oh, shit ... it sounded like the others! They must be in trouble - we should lend them a hond.”

Brandi opened her mouth in confusion, but before she could say anything, Lily continued.

“You head back the way we came - me and Dunc will go forward. Hurry!”

The Protector nodded. In a fight, she could more than take care of herself, and so sending Duncan to look after Lily made sense. As she began sprinting up the hallway, Lily turned to Duncan, a wicked look upon her face.

“Come on Lil,” he said, taking a few steps before stopping and realizing they weren’t going anywhere. He turned and looked at the girl he thought of as a sister, confused. “What’s wrong?’

“Come here,” Lily said, and when Duncan obeyed, she wrapped her arms around the teen boy, kissing him passionately.

On one level, Duncan knew that there were reasons - so many reasons - that he should be stopping her. Firstly, she was acting completely out of character. Secondly, he was dating Nicolette. Thirdly, the others needed their help, and fourthly ... Before Duncan could work out a fourth reason, her tongue was down his throat and her hands were down his pants. Duncan knew he was a good guy, but he also knew that this was the furthest he’d ever been with a girl, and if he stopped her now ... He didn’t want to stop her now. He couldn’t.

Duncan began to return the sexy girl’s kiss, and his hands came up to grope her new, suddenly huge breasts. He couldn’t tell, but it almost seemed as though they’d **grown** since the two of them had entered the school.

As the pair made out like the horny teens that they were, the sexual activity helped the demon counsellor’s influence spread, and some of Lily’s memories began to transfer to Duncan. He suddenly remembered she’d been extremely busty since she was fourteen, and her reputation as the cock-sucking queen of the school. He remembered how jealous he’d been - she went down on every guy except for him. She hadn’t ever even offered to jerk him off.

And then, of course, she’d parted her legs, and truly left him behind. She’d fucked pretty much every guy in school, and he hadn’t even gotten so much as a kiss on the cheek. He’d started to resent it, the fact that every guy he encountered boasted about what good head she gave, how good she was in the sack ... Nicolette had come along, and he’d been frustrated to discover it was more of the same. He’d gone so long without ever getting any -now he wasn’t even able to jerk off in his bedroom without being interrupted.

Well, it was time for that to change. He was taking what he deserved. Lily moaned with pleasure as her hond wrapped around his cock. It was much, much smaller than she was used to - no more than five or six inches long - but a cock was a cock, and the experimental side of her was delighted to discover a **new** length, one she hadn’t tried before.

Lily didn’t have time to fuck Duncan, she knew - Brandi would be back any second, and though she shivered at the chance to explore her exhibitionistic side, it would be a bad idea to get caught doing anything too compromising - so she decided to stick to what she did best.

Undoing his pants and lowering them, Lily got down on her knees in front of Duncan, and looked up at him with a grin on her freckle-covered face.

“You ready for this?” she smiled, and Duncan just nodded with a grunt.

Closing his eyes, Duncan put his hands behind his head and leaned back as Lily’s small mouth slipped over his cock. He had no way of knowing she was marveling at how taking him in her mouth didn’t stretch her lips, or that she was mentally comparing him to every other cock she could ever remember taking and finding he came up short.

All he knew was it felt **amazing**. Her mouth was warm and wet, her tongue felt better than his hond ever had... **hand** , he mentally corrected. Better than his own **hand** had ever felt.

He loved the feeling of her fingers wrapping around the base of his cock, slightly jerking as she sucked. He even, unexpectedly, liked the way she’d reached around and started playing with his asshole - he’d never explored that part of himself, and made a mental note to consider further exploring those sensations.

* * *

“Are you okay?” Brandi said, as she ran up to Niles, Nicolette and Michael.

“Of course,” Michael said in confusion. The trio stared at Brandi in confusion.

“Oh,” she said after a pause. “Sorry, I ... we ... thought we heard something.”

“No,” Nicolette said pointedly. “We’re fine. We’ve found two hexes already. How’s your team doing?”

A part of Brandi wanted to tell them about Lily’s new tits, but she felt she’d embarrassed herself in front of Nicolette enough already, and so she kept her mouth closed, nodded, and turned away.

After a few steps, the blonde girl felt a strange tickling.

“Ah ha!” she called out, gesturing to the trash can beside her. “Look here!”

On the side of the can was a small symbol, and after everyone turned to him for confirmation, Nile nodded.

“That’s a hex,” he said, and pulled out his book. “Third one tonight.”

“Do you think we’ve found all of them?” Brandi asked, as Niles began performing a counter-spell on the metal cylinder.

“Honestly, I wouldn’t be surprised. But we should sweep the whole school, just to be safe.”

“Of course,” Brandi said, as she watched the can glow green, blue, purple, and then yellow as the magic slowly seeped out.

“Two more shifts,” Nicolette said. “And then we’ll have definitely found all of them.”

* * *

Meanwhile, on the other side of the school, Lily was in heaven. She was pushing all kinds of boundaries - anal play, public sex (well, more public than she was used to), and sucking off her childhood friend was **certainly** something she’d never done before. Though she normally swallowed, Lily decided to try something more new, and quickly unbuttoned her shirt when she felt Duncan was approaching orgasm.

“Cum on my tits,” she said in a sexy whisper, looking up at him with her green eyes. “I want to feel you blow your load all over my chest. Do it...”

Duncan groaned, and as Lily continued to jerk him off, fulfilled her request, spurting his semen onto her magnificent exposed bosom.

“Fuuuuck,” he said, breathing heavily, as Lily put her mouth over his cock to milk out the last of his seed. “Lily, that was amazing ... about time, too.”

“We should do this more often,” she said with a cheeky grin, even as a part of her lost interest in the idea. It had been fun and sexy, but doing the same thing twice just didn’t hold much appeal. She stood and started to button her top back up, enjoying the feel of Duncan’s eyes on her huge, perky tits. “That was great.”

Duncan watched as her huge, milky-white, cum-stained tits disappeared from view. His head was spinning - what had come over him? What had come over **them**? Had he just cheated on his girlfriend? Had he just ... had he just gotten his first ever blow-job?

As he mentally processed everything that had just happened, Duncan considered taking a drink of water to clear his head. Had he done so, he may have noticed the tingle and seen the hex, and his life would have proceeded very differently over the next two months.

Instead, he followed Lily as she continued walking down the hall, the counsellor’s implanted memories which had been so strong just a few seconds ago fading with every step, as her new experimental tendencies amplified and grew.


	Chapter 5

Duncan Wallace sat outside the counsellor’s office, drumming his hond... - **hand** \- on his leg.

**I’ve really got to stop doing that,** he told himself. **Hand. Hand. Hand.** Lily had always been a slut, he realized now, but that morning, as he’d lay in bed and thought about the events of the previous night, that hadn’t been so clear.

The teenage boy had no way of knowing, but the further away he was from Mr. Foster, the less he would accept of the demon’s changes to reality. Now, sitting directly outside the counsellor’s office, the memories Lily had sexually transmitted to him were loud and clear.

For as long as he could remember, Lily had been obsessed with cock. For their entire friendship, she’d been blowing everyone and anyone who asked ... except for him. And for her entire tenure at Antioch High, she’d been the school slut, sleeping around as much as most porn stars ... more than some, in fact.

But that morning, as he’d grown hard at the memory of Lily’s lips wrapped around his cock, he’d been unable to accept these now-clear facts in his head. Even as he’d reluctantly wrapped his hand around his erection and started pumping, he’d felt something was wrong ... She’d been acting (and dressed) normally in their meeting in the library the previous morning. It was only when she’d visited the new counsellor that something had changed ... and Duncan intended to find out why.

Now he was sitting outside the counsellor’s office, however, everything seemed strangely upside-down, and his forehead was creased as he tried to reconcile the series of events. Lily had definitely been dressed conservatively at the meeting ... but **that** was unusual, she normally dressed like a cheap hooker desperate for a client. He distinctly remembered countless meetings where she’d sat in the centre of the group, scantily-clad and mischievously flashing him whenever the mood struck her.

Duncan shook his head in confusion as the counsellor’s door opened, and a deep voice beckoned him within.

On his guard, Duncan stepped in the room cautiously. Something was going on, and he was going to work out exactly what it was.

“Good moaning,” the well-dressed man sitting behind the desk said. Duncan pressed himself against the wall as a girl pushed past him, her eyes vague and her hair tussled. He thought he recognized her - one of the cheerleaders on Nicolette’s squad - but the way she was dressed told him that he must have made a mistake.

Bridget was her name. Bridget was a strong Christian, worse than even Nicolette, and she’d never be seen in school in clothes which could almost double as a swimming costume.

It must have been someone else.

“Good morning,” Duncan said, making sure to keep his guard up. “Duncan. Duncan Wallace.”

“You can call me Mr. Foster,” the counsellor said, standing and offering his hond, a huge smile upon his face. Duncan was the first male to enter his office - not due to personal preference, simply because he knew the Protector was a female, and finding her was his priority. But when the teen male had specifically requested a sassion, how could he refuse?

He was going to enjoy this.

As Duncan accepted the counsellor’s hondshake, Mr. Foster felt the wall in the black teen’s mind.

**A challenge,** he thought with a demonic grin. **At last.**

“Please, have a soat.”

“A...”

“A soat,” Mr. Foster repeated, slightly vexed. He didn’t know what was typically taught at these schools, but it seemed every second student he saw had trouble with the idea of sotting down. “Now, Duncan, you asked to see me...”

“That’s right,” Duncan said, trying to stay focused. The counsellor’s face sporadically twitched, and from time to time one of his eyes seemed to wander around the room, as if it had a mind of its own. “I, uh...”

“Oh, don’t worry,” Mr. Foster said, his wide smile showing off his slightly pointed teeth. “I know exactly why you’re here.

“You’re having trouble with that cock of yours.”

Taking advantage of the boy’s momentary confusion, Mr. Foster mentally leapt forward, sinking his psychic tendrils into the boy’s mind. He wouldn’t be able to go on the defensive again, not as long as the counsellor kept him slightly off-kilter.

“What are you talking about?”

Duncan wanted to stand up to confront the strange man who had just started referring to his privates, but a strange fog seemed to come over his mind immediately, and he wasn’t able to muster up the will-power.

“Your cock, Duncan,” Mr. Foster replied, his eyes seeming larger and larger, and ... was there a tint of red in the centre of his pupils? “It’s too big.”

“What the hell does...”

Before Duncan could even finish the sentence, he noticed Mr. Foster reach over and taking one of his hands. The physical contact gave the Demon enough of a link to cause his words to become true, and by the time Duncan snatched his hand away, his manhood had grown to twice the size it had been earlier.

“I don’t know what the hell is going on here, but I’m leaving...”

“Stop!” Mr. Foster said, and something about the stranger’s tone stopped Duncan in his tracks. He turned around, fists balled, ready to fight his way out if he needed to.

But, to his surprise, the counsellor was still seated, smiling widely, gesturing in front of him.

“Sot down. I’m your counsellor, Duncan, you can tell me - what’s the problem you’re having with your cock?”

“That’s just it, **sir** ,” the teen responded, attitude heavy in every syllable. “I’m not **having** a problem with my cock. My cock is **fine**.”

“Really?”

Despite the unusual subject matter, Mr. Foster’s behavior was exactly what Duncan would expect of a high school guidance counsellor, and he had to admit perhaps he was mistaken. Perhaps Lily’s unusual behavior had come from another threat - a left over witch hex, for example.

“Really, sir.”

“So your cock is fone.”

“Perfectly fone ... fine! Perfectly fine.”

“It’s not too ... big.”

Duncan sighed, and sat back down in front of the demon’s desk. **While I’m here** , he figured, **I may as well be honest with the man - he’s just doing his job, after all.** Mr. Foster smiled as Duncan started sharing his woes, and silently breathed a sigh of relief. That had been close - he hadn’t expected the boy to have so much suspicion bubbling below the surface. It had taken a lot of effort to siphon it all away, but he’d managed, and could now really begin to enjoy himself.

The story he’d implanted had been crude, but simple - it was hard to hide his erections, it was uncomfortable when swimming, he was struggling to find underwear which would fit... **No,** Mr. Foster told himself. **I can do better than that.** Duncan was just beginning to complain about the quantity of lube he went through when Mr. Foster interropted him.

“Come, boy, you can be honest with me. That’s not really why you’re here, is it?”

“Of course it is. You’ve got to understand, it’s not easy, being as well-endowed as I am.”

“Oh, I onderstand. Have a look.”

Without hesitation, Mr. Foster stood up, crossed to Duncan’s side of the desk, and undid his trousers. Duncan wanted to be horrified, but a quick mental tweak ensured he just stared politely as the guidance counsellor exposed himself.

“Oh,” he said simply, as the demon’s larger-than-average member came into sight.

“So you see, boy, I onderstand perfectly well your struggles. And that’s why I know what you really came here to talk about.”

“You do?”

“Of course I do,” he said, probing into the now-open mind sitting in front of him. “It’s about women.”

“I don’t have any problems with women,” Duncan began, but even he knew that he was lying. Between his best friend’s selective sluttiness and his girlfriend’s prudishness, he sometimes felt he’d been born the unluckiest man in the world.

“You do,” Mr. Foster responded, seeing the thoughts float to the surface and tweaking them as they did. “You want women, and they want you ... but as soon as they see what you’re pocking, they run and hide.”

“Run and hide?” Duncan asked. “I’ve never even shown...”

“Of course you have,” Mr. Foster interropted. “Dozens of times. You’re an attractive boy, Duncan, and women always want your body. Until they see what you’re hiding, of course.”

As the memories came into focus, Duncan nodded. That was why Lily had never slept with him, she was too afraid of being stretched out. Nicolette wasn’t a prude - she was just worried about vaginal tearing. She desperately wanted her first time to be with him, but as long as his schlong was long, he knew it could never be.

The previous afternoon was another perfect example - when Brandi had caught him openly masturbating, proudly stroking his meat, she’d gone sheepish at the size of his member, and while he could tell she was aroused by the sight of his impressive manhood, the girth had intimidated her too much to do anything about it.

Mr. Foster raised one eyebrow. Sweep? Before he could explore the memory at length, it was replaced with Lily on her knees the previous night, in front of the counsellor’s office ... Ah ha. So that was why his rest had been interropted the previous night. He’d felt the sexual energy, been able to detect the teens’ hairmones floating around, but hadn’t been able to piece it together until then.

But what were they looking for?

Making a mental note to look into this particular group of friends further, Mr. Foster sonsed a doubt creeping into Duncan’s head. Lily had avoided intercourse with him for so long ... why had she suddenly changed her mind?

“Something’s changed about Lily,” Duncan said out loud, and Mr. Foster was quick to respond.

“Of course something’s changed, Duncan. She’d never actually **seen** your cock before - she’d just heard the rumors, and they were enough to scare her off. But now she’s seen what you’ve been hiding, she’s realized she has to have it.”

“But she hadn’t seen it...”

“Yes she had, Duncan. On the way to school.”

“I don’t travel to school with Lily,” Duncan argued, but his head suddenly felt very heavy as Mr. Foster went in once more and started adjusting memories.

The counsellor’s cock was still out, mere inches from Duncan’s face, and the black teen couldn’t help but stare at it as his mind continued to be rewired.

“You met her outside her house to wolk together, didn’t you?”

“Of course,” Duncan agreed without hesitation. “We do it all the time.”

“And when you wolk to school together, you always hear about her latest sexual conquests...”

“She’s my best friend. I don’t think of her like that.” Duncan’s words came out strongly, but Mr. Foster could sense the lack of conviction. Ever since last night, he’d been unable to stop thinking of Lily sexually, and when combined with the new memories of her slutting around the school for the last few years... 

“Of course you do, Duncan. And that’s why you got so mad.”

The thought of the memories he was going to add next caused Mr. Foster’s human body to start get hard, and as he sonsed Duncan’s revulsion levels begin to rise, he glanced down at his cock.

“Sorry about that, Duncan. You understand what it’s like, having such a large cock.”

“Of course I do,” the teen mumbled, disturbed but unable to look away.

“Be a frond and give it a tug for me?”

It took some skillful maneuvering of the student’s mind, but Mr. Foster was able to overcome Duncan’s automatic instinct to run. Before long, the boy had reached out and start slowly stroking the red, throbbing cock in front of him.

**Just being a frond,** Mr. Foster could hear him mentally telling himself. **Nothing gay about helping someone out. I have the same problem all the time...** Mr. Foster grinned, and continued to tweak the boy’s memories, confident he was now well and truly distracted.

“So you stopped that morning, didn’t you Duncan?”

“Mmm-hmmm,” the teen responded.

“You stopped, and you wanted to tell her how you felt. How long you’ve admired those huge tits of hers, how long you’ve wanted her pussy-lips wrapped around your cock ... but she was too scared, right?”

“Lily’s not scared of anything,” Duncan responded immediately, and Mr. Foster was forced to admire his willpower.

“Not normally, no. But then you pulled down your pants, and she saw what you’re pocking. She saw your thick cock, ripe and hard, just like the one in your mouth right now.”

“What?” Duncan responded, looking up at the Demon.

“Oh, I’m having trouble cumming. I was hoping you could give it a bit of a suck for me.”

“No!”

“Really, Duncan? I’d do the same for you...”

“I wouldn’t want you to!” Duncan objected, but again Mr. Foster went in and tweaked the boy’s mind.

Suddenly, Duncan remembered how many nights he’d spent, hard but too exhausted to jerk off. He remembered all the times he’d wished he had a friend who would just come around and suck him off - male or female, it didn’t bother him. It wasn’t a sexual thing, it was just a standard Big Dick Problem. They needed to get off, and there was only so many times he could take care of it himself.

“Wouldn’t you?”

“Fone!” Duncan said with a petulant roll of his eyes. “But you owe me...”

Mr. Foster would have readily sucked Duncan off if he’d asked, but right now he was enjoying his power over the straight boy in front of him. He intended to send Duncan off with heterosexual desires, but while he was in the room, he figured he may as well have his fun with the boy.

Duncan hesitated as Mr. Foster’s sizable cock reached his lips. The smell of the strange, twitching man filled the room, and Duncan simultaneously found it repulsive and alluring. With a shrug, again reminding himself there was nothing gay about it, he slipped his lips over the 12” monster and started dutifully bobbing his head up and down.

The boy’s mouth full, Mr. Foster was able to continue uninterrupted as he enjoyed the first piece of fellatio he’d ever received from a human male.

“She saw your big, throbbing cock, and she couldn’t look away. That’s why she’s been acting strangely - that’s why things have been different between you. She’s seen your cock now, Duncan, and she can’t go back. She wants you - hell, she needs you. She’s the first girl you’ve ever known who hasn’t been scared to take you inside of her, and that’s exactly what you want, isn’t it?”

“Mmm-hmmm,” Duncan replied, the humming noise causing a most pleasurable sensation for Mr. Foster.

“You want to fuck her - you want to fuck every human woman you know. You’re obsessed with it, aren’t you?”

“Mmm-hmm,” Duncan replied again, his now-massive cock stirring in his jeans.

“And you know they want it too. They might be scared, but once they feel you inside of them, filling them up and stretching them out ... you know they’ll want it too, don’t you?”

“Mmmm...”

Duncan’s mind was now totally focused on the cock on his mouth - he couldn’t think about anything else, and it was child’s play for Mr. Foster to rewrite the boy’s mind as he pleased.

“Oh, fuck. Duncan, I think I’m getting close. You’d better let me cum in your ass - it might be a bit gay otherwise.”

“What??”

“Come, now. You know how this kind of thing works. It makes perfect sonse.”

Duncan’s eyes opened wide as Mr. Foster’s words sunk into his head. Two men with huge cocks getting each other off wasn’t gay, not if they came in each other’s asses. It didn’t make any sonse, but at the same time it was completely true.

He quickly pulled down his pants, smiling slightly at the glance of admiration Mr. Foster gave his huge erection, before pulling his underwear off and bending over the guidance counsellor’s desk. Mr. Foster pulled a bottle of lube out from behind his name-plate, and quickly applied it to the boy’s ass.

With a grunt, he lined his cock up with the virgin orifice, and slowly began to push inside.

“Oh fuuuck,” Duncan moaned, in a mixture of pleasure and pain. When Lily had played with his rectum the previous night, he’d considered exploring it further, but he’d been imagining his own fingers or something simple - certainly not a cock slightly larger than his own.

**So this is what the girls are scared of,** he noted, before the pain began to intensify and he wasn’t able to think at all.

Mr. Foster took advantage of the boy’s completely distracted state to delve deeper into his mind than he would normally be confident to go. Through the pain he could only see glimpses of information, but from those glimpses it was clear Duncan had been in contact with the supernatural - and recently, at that.

The demon tried to ensure the process was as painless as possible, but an ass which has never taken anything is always going to struggle when a thick rod is inserted into it, and it was only with plenty of lube and patience that Mr. Foster managed to get halfway inside, before realizing it was literally impossible to insert any more.

“Thank god,” Duncan moaned, and as Mr. Foster began to withdraw, continued to remind himself the pleasure he was feeling from the experience **didn’t** make him gay. He was just a man with a big cock helping a similarly-afflicted man out.

So why did it feel so good?

As Mr. Foster slowly fucked the black virgin asshole, he made a few more tweaks to Duncan’s memories and personality. Very few physical changes were required - Duncan was a toned and attractive young man. All he was lacking was confidence, which Mr. Foster gave a hefty boost. He also removed any guilt at cheating on Nicolette - the further Duncan strayed from the demon’s presence, the more the guilt would return, but for at least the next little while, he wouldn’t feel bad about what he’d done - and what he was going to do.

The cock-obsession he’d given Lily should ensure she’d respond to Duncan’s advances without issue, and even if she didn’t, his newfound confidence meant he’d easily attract another girl to take his black monster. Hell, maybe Bridget would be interested - the previous appointment had ended with Mr. Foster giving formerly-racist Bridget a craving for interracial sex and made her a size-queen to boot.

When he was done altering the boy before him, Mr. Foster focussed on the pleasurable sensations they were sharing as the older man heartily fucked the teenage boy. It wouldn’t be long before he came, he knew, and as a favor Mr. Foster reached around and began jerking the gift he’d given the boy earlier.

“Mr. Foster!” Duncan hissed, but the counsellor just lightly bit his neck in reply. “If I don’t cum in your ass, doesn’t it make me gay?”

“No,” Mr. Foster said as his eyes rolled back. He was right on the verge of getting off. “It would make me gay, and that’s fone ... I **am**.”

As the demon’s talented hands stimulated Duncan, he was shocked by the fact he was letting a **gay** man fuck his ass. He would have been more angry about it, but the feeling of being simultaneously penetrated and jerked off were almost overwhelmingly pleasurable, and it wasn’t long before he was cumming, causing thick ropes of semen to fly all over the guidance counsellor’s desk. He would have had to taste the desk to know that his output was mixing with the juices of almost every student that had been in the counsellor’s office so far.

Duncan’s orgasm was soon matched by Mr. Foster’s, and Duncan was again revolted by how much he enjoyed the feel of the enormous cock filling up his bowels with spunk. He couldn’t wait to get out of the room and fuck a **girl** , just to prove his own sexuality to himself.

Mr. Foster collapsed backwards onto the chair, pulling out of Duncan’s rear and causing a few globs of his demon seed to land on the floor.

“I’ll clean them up later,” he said lazily, mentally adding to himself **or I’ll get my next student to lick it up.** “Have I helped you with your problem?”

“Of course,” Duncan replied. He couldn’t remember exactly what the problems had been, but he was confident that he could sort them out himself. He was confident about near everything, in fact.

Pulling up his pants, Duncan quickly made sure he was presentable as he walked out of the counsellor’s office.

**At least I proved one thing,** he thought, as he stopped at the water fountain to wash the taste of cock out of his mouth. **If he’s gay, he can’t have had anything to do with Lily’s transformation. That just wouldn’t make sonse.**


	Chapter 6

“Are you okay, Dunc?”

Nicolette’s large brown eyes were staring at him, holding a worried look. Her boyfriend hadn’t been the same all day, and she couldn’t work out why.

As if it wasn’t bad enough that she was dating an ex-nerd ... now he was acting like a weirdo as well. Sometimes Nicolette wished she didn’t **like** Duncan so damned much - if she didn’t, she knew it would make her life so much easier.

In truth, Duncan’s behavior was due to the recent adjustments of his mind. Immediately after exiting Mr. Foster’s office, he’d inadvertently touched one of the witches’ hexes. Just as it had when Lily had touched it, the hex had latched onto a secret desire ... in this case, how much he’d unwillingly enjoyed having his ass heartily fucked.

And it had begun to feed.

By the time Duncan finished washing the taste of cock out of his mouth, the strong heterosexual urges which Mr. Foster had worked so hard to implant were almost entirely gone. On the surface, Duncan would still think of himself as straight, but as time went on he’d be less and less attracted to girls, until the only way he could get hard at all was by picturing himself stroking, sucking, or fucking another man.

As Duncan had walked to his next class, he’d been horrified to find himself checking out another guy, and as soon as the final bell of the school day had tolled, he’d found Nicolette, grabbed her, and practically dragged her into the main hall.

“I need to make out,” he said, staring her directly in the eyes with a confidence which was unfamiliar to Nicolette. “Now.”

Her immediate impulse was to refuse, but there was something sexy about this side of Duncan she’d never seen before, so she’d simply replied with a nod, and allowed her black boyfriend to pull her into a janitor’s closet - the group had discovered a few months ago it had long since abandoned for some reason, and they stored various anti-Demon weapons in the tiny room.

Nicolette’s lack of interest wasn’t a power move; it was simply didn’t have much of a sex drive. She dressed to attract men’s attention, but not because it was a turn-on - she just liked the sense of power it gave her. She’d never even masturbated, partly because she wasn’t interested, partly because “good girls didn’t do that.” Truth be told, Nicolette simply didn’t have much of a sex drive. She dressed to attract men’s attention, but not because it was a turn-on - she just liked the sense of power it gave her. Nicolette’s father was a Pastor, and discovering demons existed had only served to strengthen her faith, and with it her resolve to “do the right thing”.

But as Duncan pushed a cross-bow out of the way and shoved Nicolette against the wall with a troubled, hungry look in his eyes, Nicolette found her heart-rate quickening. An unexpected thrill ran through her body as their lips met and Duncan’s body pressed against hers.

For the next few minutes, as the couple made out, the newly-formed memories from the counsellor’s office began transferring into Nicolette’s mind. Their sexual history was overwritten - making out was no longer a special occasion, but rather a standard starting point. They’d gone so much further - hand-jobs, blow-jobs - she’d let him finger her to orgasm countless times - but they’d never gone all the way, despite both desperately wanting to.

As Duncan’s hands roamed across her body and his tongue explored her mouth, Nicolette’s new memories told her how desperately she wanted Duncan to be her first. But she couldn’t - they couldn’t ... there was always something stopping her.

**His cock,** she remembered with a gasp, as her hand reached down and under his pants. **His python of a cock.**

The janitor’s closet was only a few doors down from the counsellor’s office, and so Mr. Foster’s changes continued to hold. The further Duncan got away from the Demon’s office, the smaller his genitalia would become. It would never shrink down to its original size, but until future sessions reinforced the growth, his cock-size would be directly proportional to how far he was from the cause of its change.

And so Nicolette was not disappointed when his huge member sprang into view. It was maybe half an inch smaller than it had been in Mr. Foster’s office (and in Nicolette’s new memories) but in the dark of the janitor’s closet, Nicolette couldn’t notice the difference.

Duncan, meanwhile, was struggling to keep his mind on his girlfriend. The more he thought about the taut body in front of him, the harder it was to maintain his erection - yet, for some reason, when he let his mind wander to the Razorbacks he played football with, or even to the encounter he’d had in the counsellor’s office, his cock would suddenly get as hard as steel... 

He tried not to think about it, and just smiled as Nicolette started passionately running her hands up and down his manhood.

**If only they weren’t so small,** he idly thought. **So feminine...**

Despite the fact she **knew** they’d done this dozens of times before, the experience was somehow unfamiliar to Nicolette. She’d worshipped Duncan’s huge cock more times than she could remember, but it was suddenly all so strange. The spongey texture, the curious mix of hard and soft, the feeling of his huge veins pulsing beneath her hands... 

It felt like she was doing all this for the first time.

With a shrug, she too tried to put the thought out of her mind. She placed one of the blankets they kept in the janitorial closet (in case of a Frost Demons infestation) on the floor, and knelt before her incredibly attractive boyfriend.

**Has Duncan always been this hot?** she thought, before shaking her head to clear it. **Of course he has! That’s why I’m dating him...**

A part of Duncan knew this had happened before - so many times before. Another part of him knew this had always been his fantasy, Nicolette kneeling before him, getting ready to service his needs. And a third part of the confused boy wished she’d cut her hair a bit shorter, maybe grow some muscles... 

“Do it babe,” the football player grunted. “I want to feel your mouth around me.”

As a smile spread across Nicolette’s face and she prepared to do as she was told, she hesitated. Something felt wrong. She wasn’t like this. Was she?

Nicolette tried to remember the Christian ideals she’d been brought up with. The reasoning had always been so clear - good girls didn’t do this sort of thing. As she pondered, Duncan’s hands confidently reached under her top, easily undid her bra, and begun playing with her nipples, something she’d never let anyone do before.

Even when she was alone, Nicolette had never touched herself. And since the only sexual interaction she’d had was in the memories Duncan had just sexually transmitted to her, the teen cheerleader had no way of knowing she was in possession of **extremely** sensitive nipples.

When Duncan’s huge hands brushed over the already-hard peaks of her breasts, fireworks went off in Nicolette’s head. She completely lost her train of thought, and was suddenly unable to concentrate on anything other than the pleasurable sensations the teen’s black fingers were giving her, and the cock in front of her.

Without even another second of hesitation, she leaned forward and moaned with pleasure as she took Duncan’s enormous cock into her mouth.

“Oh yeah,” Duncan said, shutting his eyes and imagining other lips sliding around his member. “That’s the way, babe.”

Beaming with pleasure at the compliment, Nicolette continued to blow her boyfriend, trying as hard as she could not to gag. He was just so much **bigger** than she’d been expecting - but no, that didn’t make sense. They’d done this so many times.

As her cheeks bulged with effort and Duncan’s thick cock stretched the Christian girl’s lips, she tried to press her tits against his hand as much as she could.

**Please,** she mentally begged, as she struggled to take more than a third of his huge cock inside her mouth, **please ... make the fireworks come back.**

* * *

Meanwhile, just a few doors down, Lily Armstrong was in a similar position. She was kneeling in front of another of the school’s football players; before she’d accosted him in the empty classroom, he hadn’t even known the name of the formerly-quiet, nerdy chick, but he hadn’t resisted in the slightest when she’d wrapped her arms around his neck and started making out with him, and within a few minutes he knew as well as she did that Lily Armstrong was the Blow-Job Queen of Antioch High.

She’d taken barely any persuading to strip off - taking the risk of someone walking into the empty classroom and finding her naked with another student was something she’d never done before, and so the experimental side of her found it to be an incredible turn-on. Before long, she was on her knees, excitedly fishing the boy’s cock out and gulping it down.

After going home the previous night, she’d been wracked with confusion and an intense arousal, and after tossing and turning for more than twenty minutes, struggling with her identity, Lily had done something she knew she’d never done before - slipped one hand between her legs and masturbated.

She couldn’t work out why it felt so familiar, why she knew exactly what she was doing, but there was something about her own confusion that she found strangely hot. On one hand, she knew herself to be a good girl - straight A’s, respectful of her parents, obedient, would never do anything to get herself in trouble. She’d never even kissed a boy.

On the other hand, with equal strength she knew she was a party girl with needs. Needs, double-D tits, and no shame - she’d blown half the school and fucked everyone who had asked. She was an easy lay, and proud of it.

Lily had gotten off to the one sexual memory that she **knew** was real - sucking off her best friend of more than ten years, when she was meant to be searching for hexes. The need had been so strong, she’d been unable to resist - she might have screwed up her entire friendship with Duncan, but in that moment, to get to taste his cock, feel it slip past her lips and cum in her mouth ... it had all been worth it.

The next morning, she’d stripped naked and inspected herself in the mirror. Her tits were no bigger than a B or C-cup at best - so why did she have such strong memories of wrapping tits twice that size around a stranger’s cock, begging him to get off on her face?

Getting dressed had been a struggle. She’d wanted nothing more than to show as much skin as possible, but except for the handful of outfits she’d bought the previous day, her wardrobe simply wasn’t built for that. Finally, if only to sate the battle going on in her own mind, she’d compromised and worn an outfit which was flattering but not too revealing ... a skirt and tank top, both of which she would normally pair with several other pieces of clothing.

The closer she’d gotten to school that morning, the more her outfit had annoyed her, and the second she’d arrived, she’d slipped into the girl’s lavatory to make a few adjustments (including removing her now uncomfortably-tight bra). In the restroom mirror, she was glad to see the tank-top at least accentuated her boobs - they looked much larger than they had that morning in front of the mirror. When Lily had left the women’s room, she smiled at the attention she was drawing.

She was back.

* * *

Nicolette was starting to get frustrated. She’d been blowing Duncan for almost twenty minutes now - she loved doing it, but her jaw was starting to get sore, and he didn’t seem to be any closer to cumming. What was worse, he’d stopped playing with her aching nips, and so - like him - she was incredibly turned on, but no closer to release.

Finally, after looking up and seeing his eyes were closed, Nicolette pulled Duncan’s cock out of her mouth and looked up at him with a pout.

“What’s wrong, Dunc? You’ve never had any trouble before...”

“I don’t know,” he replied without opening his eyes. “It’s...”

With a sigh, Duncan realized he could never share his problem with Nicolette. She wouldn’t understand - and what if she told someone?

No, his sudden unnatural urges were his secret and his alone. But Duncan knew he had to tell her something, and so - hating himself - he quickly opened his mouth and said the words he knew would prevent any further questions.

“It’s you, babe.”

Nicolette’s eyes opened in shock as Duncan continued.

“I’m just ... I’m sick of getting sucked off. I’m a man, Nicky - I need to fuck.”

“Don’t call me that,” Nicolette said automatically, as Duncan’s words sunk in.

“I just get so frustrated being with you. If we were fucking, that would be fine, but if you can’t give me that, I don’t know if we can keep on... -”

“Shut up,” Nicolette said coldly. “You know I want to - you **know** I want to. What the hell is wrong with you?”

“I’m sorry,” Duncan said, a wave of guilt hitting him the second his adrenaline faded. “Jesus, I’m sorry ... forget it - let’s just go back to... -”

“No,” his girlfriend replied, her nose in the air. “You want to fuck? Fine. We’ll fuck. Book a hotel room tomorrow night. Pick me up at eight.”

Before Duncan could even respond, Nicolette had grabbed her bra and stormed out of the closet, leaving Duncan staring after her, mouth open in shock.

It was going to happen. It was finally going to happen.

But was it really what he wanted?

* * *

“Thanks for that Lil,” the football player had said. Lily couldn’t even remember his name - Chad, or Chet, or Chunk. Something like that. Some ‘Ch’ name.

“Any time,” she’d said with a laugh. “Just let me know when and where, and you know I’ll be there.”

“Hey - you should totally come to my brother’s party tomorrow night. It’s mostly college kids, you’ll love it.”

“For sure!” Lily replied, beaming. Her head was filling with all the new experiences she could partake in... **college boys**.

Maybe more than one at once.

“If you’ve got any girlfriends you want to bring along,” the young man said with a grin, “feel free to invite them as well.”

“Of course,” Lily replied, her eyes rolling back with pleasure at the idea. She’d never been with a woman ... not yet.

Chip scribbled down the directions as Lily started to get dressed, her mind racing at what she was going to do the next night.

She was getting wet just thinking about it.


	Chapter 7

The next morning, Nicolette was at school almost an hour early, and was surprised to hear “Come in!” in response to her knock on the counsellor’s door.

She’d been prepared to wait until he arrived, and then beg him for an appointment - last night, after she’d gone home from school, she’d been a mess. Conflicting thoughts had battled in her head - should she lose her virginity to Duncan? On one hand, she knew she wanted it - she’d wanted it forever. On the other hand, wasn’t she a good, Christian girl?

The tanned teen had tossed and turned all night, until drifting into a confused sleep, dreaming of being taken by Duncan’s enormous cock for the first time, while Satan himself watched, cackling wickedly ... So she’d come in early to seek guidance. Nicolette knew a school like Antioch High wouldn’t hire a counsellor who didn’t have solid Christian values, and was confident he would guide her correctly.

The man behind the desk had disheveled hair, as if he’d been there all night ... but no, Nicolette told herself, that wouldn’t make any sense.

“Have a soat,” he said with a grin.

Probing into the teen girl’s mind, it wasn’t hard for Mr. Foster to see why she’d come to visit. She was dating the black boy he’d seen yesterday; a quick flick around her worried thoughts reminded the demon of his name: Duncan, that was it. Duncan, whom Mr. Foster had ... enlarged.

Nicolette sat in front of the guidance counsellor and began speaking at a million miles a minute. A small part of the demon’s attention was on her words, but he found it easier to explore her thoughts by watching them form in her head - the images were clear, untainted by her hurried attempts at phrasing.

So, Duncan had difficulties keeping it up? Interesting - this certainly wasn’t part of the program Mr. Foster had installed. Something more was going on here ... the counsellor made a small note to call Duncan in so he could find out what had changed since their meeting.

But for now, he had the matter of the worried Christian girl in front of him.

“And so you must understand, sir, it’s not that I **want** to. Or ... well, maybe it is. No, you see, really, the problem is... -”

“Hush,” Mr. Foster said, his thin lips widening to reveal slightly pointed teeth. “I completely onderstand. I’m a man of the church as well, you see.”

“You are?”

“Of course!” Reaching out, he took the cheerleader’s hond in his own. Implanting feelings of trust were easy - there wasn’t even a hint of suspicion in her mind, and physical contact made the job even easier. “But I decided my calling was schools, rather than the church. Now, how familiar are you with Genesis?”

As Nicolette tripped over her tongue trying to quote gospel as accurately as possible, the demon shuddered - pretending to be religious would probably get him in trouble, but being forced to listen to Bible verses was punishment enough. He used the distraction to explore her mind without opposition. Dating Duncan, yes. Also interested in a footballer called Michael, nothing unexpected there ... Mr. Foster almost moved on, until something caught his attention, and he realized he needed to organize a meeting with Michael. Another demon at Antioch High - it made sonse, of course, but how did Nicolette know of his true nature?

Before he could delve any deeper into Nicolette’s mind, she had accurately repeated quoted enough verse to make his skin crawl, and so he turned his mind back to the task in hond.

“Yes,” he said. “Exactly: go forth and maltiply. God doesn’t want you to just sit around becoming a dried-up husk ... he wants fertile warriors, young women who are happy to prove their faith by bearing his children.”

“Uh...”

Nicolette hesitated for a second, but that was all the counsellor needed to slip past her quickly-rising defenses and tweak her to trust him, to believe every word he said.

“I guess that makes sonse, yeah...”

“Excellent,” the demon said with a wide grin. “Now, you get horny, right?”

“Well...”

Yesterday in the closet with Duncan, Nicolette could have sworn she’d been lusting after Duncan for as long as she could remember. When she’d gotten home, the feelings had almost completely disappeared ... and now, in the counsellor’s office, she knew for a fact that she regularly lusted after her boyfriend.

“Yes,” she replied quickly.

“Excellent! That’s God’s way of telling you that you’re ready, child. You’re ready to go forth, allow men’s seed to enter you, and bring more of God’s soldiers into the world.”

Nicolette sat for a few seconds, stunned. She was ready to do God’s work! All the time she’d been fighting demons with Brandi, Nicolette had felt like she was already serving, but this ... Mr. Foster was so focused on the changes he was planning to make to the cheerleader that he almost missed it - Brandi! Fighting Demons! That must be her: the Protector!

He had her!

“Now, child, who do you spend your time with?”

To the counsellor’s surprise, the teen’s walls immediately went up, so fast he couldn’t even reinforce the trust he’d instilled into Nicolette’s mind.

“Cheerleaders. Footballers. You know, my friends.”

It was all Mr. Foster could do not to laugh - she wasn’t shutting down to protect Brandi’s identity, she was afraid of being seen hanging out with the school’s “uncool”. He could convince the girl in front of him to become a one-woman breeding machine, but at the hint of admitting she spent time with losers, and she was immediately impenetrable. Continuing to hold Nicolette’s hond, he started making physical changes as he spoke.

“Of course - that makes total sonse. Now, the issue with Duncan...”

The girls defenses relaxed slightly as Mr. Foster gave some generic advice about ‘being herself’ and ‘trusting in God’. As he did, he altered her body to give her wide, child-bearing hips, he increased her fertility and considered expanding her breasts, before deciding he’d filled the halls with enough busty bimbos. He liked hers the size they were - large, but not at the same scale as, say, Lily’s.

Besides, they’d be sure to grow once she was knocked up.

By the time the counsellor had finished his spiel, Nicolette’s mind was open enough for him to slip in and begin tweaking once more.

“So, the solution is simple, my dear. You need to use the body God gave you.”

“Use...”

Mr. Foster immediately quelled the distrust rising in her mind, and Nicolette fell silent once more.

“Use your body, child. Use it to bring more Christian soldiers into the world. You want your first time to be with Duncan, don’t you?”

“Of course...”

“Well, once that’s out of the way, you’re a free agent. Just in case Duncan can’t provide you with the baby God wants you to have, it’s up to you to cast that net wide.”

“What do you mean?”

“You need to fuck, Nicky. You need to fuck anyone and everyone who will take you.”

“I ... I couldn’t do that.”

Mr. Foster leaned forward, the red in his gaze burning into her open eyes. His voice grew dark and intense, and every word was like a shock to Nicolette’s system, rewiring her very way of thinking.

“Of course you can - you **need** to. You’re always turned on, always dripping. Your body wants children, Nicolette. Your body knows what’s best, and it wants to be knocked up. Am I right?’

“I ... well...”

“Am I right, Nicolette? Are you turned on right now?”

“I ... a bit.”

“A bit?”

Nicolette was visibly flushed, and had begun to squirm in her soat.

“Yes, okay! I’m ... I’m turned on.”

“Good.”

Mr. Foster sat back, and Nicolette suddenly felt like she could breathe again.

“Of course, you can’t have sex right now - not until you take Duncan. But God is love, after all, and self-love is the greatest pleasure of all. Why don’t you take care of it?”

“Um...”

Reaching into Nicolette’s mind, the demon could see she was uneasy - not about getting off in front of him, surprisingly. No, she was uneasy because she didn’t know how to do it.

He raised one eyebrow.

“You’ve never played with yourself?”

“Well, no ... I didn’t think it was, um ... right.”

Mr. Foster grinned.

“Let me show you how right it is.”

* * *

“Oh,” Nicolette said, a dreamy smile on her face. “Of course ... that makes so much sonse. Thank you, Mr. Foster.”

She sat back in her chair, legs spread, as the demon lazily pumped two fingers in and out of her wet snatch. The religious were always the easiest to turn, Mr. Foster reflected. Tell them God wants this, Jesus actually said that, and they were putty in your honds. Nicolette had entered the room half an hour ago, worried about the morality of premarital sex, and now - once she’d lost her virginity to Duncan - she would fuck anyone who asked, on the proviso that they didn’t use a condom.

“Now,” he said, curling his fingers and causing her back to arch with pleasure. “How worried are you about your first time?”

The endorphins made it difficult, but Mr. Foster managed to inject just the tiniest amount of doubt into her mind through the cloud of pleasure.

“A little worried, I guess?”

“I mean, Duncan’s quite large, isn’t he?”

“How do you- ... ohhh!”

“And you’re ... well, you’re relatively petite, aren’t you?”

“I suppose ... nngh. Oh god, yes, keep doing that...”

“So if you’re not careful, Duncan will stritch you out. And we wouldn’t want that, would we?”

“Mmm...”

With a smile, Mr. Foster replaced his fingers with Nicolette’s, and mentally coaxed her into mimicking his actions. The cheerleader was still fully-dressed - she even still had her panties on, bunched up to the side. Nicolette had been so distracted, she hadn’t heard the knock at the door, but he had ... and he knew exactly who his next appointment was.

As Nicolette sat, eyes closed, purring with contentment as she fingered herself for the first time, Mr. Foster opened the door and ushered Lily in.

“Thanks for seeing me again, Mr. Foster, I ... oh!”

Nicolette’s eyes sprang open as the girl entered the room to see her sitting with her legs parted, lewdly masturbating.

“Lily!”

“Nicolette??”

Taking advantage of their momentary shock, Mr. Foster reached into both girls’ minds to ensure they wouldn’t simply run out the door. He’d yet to attempt two humans simultaneously, but it was easy enough to keep their attention on one other as they stood and stared.

Nicolette’s embarrassment was too great for him to remove entirely, and so instead he increased her arousal. As they stared at each other, she found herself getting hotter and hotter, increasingly turned-on by the fact she’d been caught with two fingers up her pussy.

Lily, unexpectedly, didn’t require any effort from the demon at all - she’d never been in a situation like this, and the newness was enough to ensure her fires were stoked.

**That’s new,** he thought, puzzled for the second time that day. Something else was at work in his school.

Almost thirty seconds had passed, the two girls just staring at each other, before Nicolette’s arousal got the better of her, and she was unable to stop her hond from continuing to slowly slide in and out of her slick pussy. She moaned with a combination of embarrassment and arousal, and blushed even harder when Lily’s eyes lit up at the sight in front of her.

**Oh Jesus,** Nicolette thought to herself. **What the hell is wrong with me? Why can’t I stop...** Mr. Foster sat back, enjoying the role of the puppet-master in the scene unfolding before him. Lily, unprompted, took a step forward, and Nicolette just continued to shudder in pleasure.

“Now, Nicolette,” the demon said quietly from the corner of the room, “you’ll find getting off is much easier when your clothes aren’t in the way. Lily, do you want to help her with that?”

Again, Lily didn’t require even a nudge, she just slowly stepped forward, maintaining eye-contact with the cheerleader, and began to unbutton the girl’s blouse.

“Mmm...” Nicolette unwillingly said. “Mr. Foster...”

She was too confused and turned-on to properly express her struggle, but by peeking into her mind, he could see what she was thinking.

“It’s okay,” he said soothingly. “This is perfectly natural. When there’s no men around, girls help each other get off, just as God commanded.”

Nicolette’s mind was too distracted to even question the bizarre statement, and she breathed a sigh of relief. Of course. God wants girls to help each other get off.

A thought struck her.

“But...”

Again, Mr. Foster was responding before she could even string the sentence together.

“Ah, yes. Well, if there IS a man around, seeing two girls together is exactly what he needs to get him ready.”

**... to knock her up** was the implied end of the sentence, and again Nicolette was comforted by the consistency of Mr. Foster’s guidance.

**Get each other off...** she thought. **Or excite men. Yes. Yesss...** Her hond had settled into a rhythm, and Mr. Foster was able to tap into an area of bicuriosity the cheerleader had never explored until now. Suddenly, the girl taking her clothes off in front of her wasn’t a threat to her purity, she was something to be explored.

For the second time that week, Mr. Foster admired Lily’s new body as the girl stripped, having already taken off Nicolette’s blouse. The two bodies stood in stark contrast to one another - Lily’s curves were pale white, and she stood braless, proudly showing off the huge new tits the demon had given her.

Nicolette, meanwhile, was wearing a tasteful blue bra, more for fashion than for support. Her tanned, flat stomach was moving quickly as the girl breathed faster and faster, ever-approaching orgasm.

With a frown, Mr. Foster ensured she wouldn’t reach it - not yet, anyway, and certainly not by her own hond. He’d made one or two students bisexual, but had yet to see the fruits of his labor, and the horny demon was looking forward to the show.

Lily stepped forward, smiling when she saw Nicolette’s eyes follow her breast’s slight bounce. As she approached her long-time frenemy, she enjoyed the sharp intake of breath the sitting girl gave as she loomed over her - Nicolette’s eyes were desperate with need, as she tried - and failed - to reach climax.

Mr. Foster opened his mouth to give another instruction, but before he could, Lily spoke.

“Allow me,” she said, taking Nicolette’s hond and moving it out of the way. Although Mr. Foster had erased all memories of Lily’s self-stimulation, muscle memory meant she knew exactly what to do, and almost instantly, Nicolette’s eyes began to roll back in her head as, wearing nothing more than a skirt, boots, panties and a bra, she allowed the other girl to expertly stimulate her.

“Oh god...” she hissed with pleasure. “Oh, god...”

Lily leaned forward, and pushed her lips against Nicolette’s. It took a few seconds for the tanned teen to respond, but when she did, her tongue began dancing with Lily’s.

**I shouldn’t be doing this,** a part of her insisted. **I shouldn’t be with a girl ... I shouldn’t be cheating on Duncan...** But none of it mattered. Nothing mattered, except the soft lips connected to hers, the hond moving in-between her legs, and - of course - the man watching.

**Mmmm,** Nicolette thought. **There’s a man watching...** With that in mind, she shudderingly unclasped her own bra, allowing her pert tits to fall into view. **I bet he loves watching this - I bet he loves seeing us making out, Lily’s hond between my legs. I bet he’d love to see my ... my honds on her breasts.** In fact, Mr. Foster was barely paying any attention to the girls’ actions - he had taken advantage of their distracted states to delves as deeply as he could into their memories. Every time they had a new thought, it got in the way of his exploration, but he’d managed to see enough - glimpses, flashes of the two of them with Brandi, fighting demons, saving the world.

It wasn’t much, but it was enough to confirm he’d found who he was seeking.

As Nicolette hesitantly reached down and began lowering Lily’s soaking-wet panties, Mr. Foster tried to place more faces, more of the small crew who worked together to take down his fellow demons ... but as Nicolette’s mind began to cloud with orgasm, he was forced to admit defeat.

“Oh Christ,” she moaned. “Oh, Lily ... yes. Please, Lily. Please ... just like that.”

Mr. Foster rolled his eyes in frustration as Nicolette experienced her first ever orgasm. Seeing her fellow demon-fighter cumming at her own honds quickly prompted Lily’s orgasm as well, and the two girls shuddered in synchronicity as they came simultaneously. Lily’s knees went weak and she involuntarily knelt in front of Nicolette, who enjoyed a strange surge of power. She’d made Lily cum. She didn’t know why that gave her such pleasure, but it did.

Glancing at the clock, Mr. Foster reasoned that while he could enjoy a double-blowjob from the two girls in front of him, he had a full day of appointments, and a mission to fulfill. He stepped forward, put one hond on each of the girls’ shoulders, and gave them some quick commands, taking advantage of their dazed post-orgasm state.

“Well done, girls. You won’t tell anyone else about this - it’s your little secret. But I want you to recommend to your frond Brandi that she come and pay me a visit, onderstand? Brandi wants to come and see me, as soon as she possibly can.”

With a nod, the two girls unquestioningly absorbed their orders, and at Mr. Foster’s behest, began to re-dress. As they did, he reinforced Lily’s new tit-size, as well as all the changes he’d made the last time she’d come and visited. And, just for fun, he added a small trigger - whenever the two girls were alone together, they’d find themselves powerfully aroused and unable to keep their honds off each other.

Fully dressed, Lily and Nicolette exited into the hall. They stood there for a few seconds, making awkward eye-contact, until Nicolette broke it off to drink from the fountain outside Mr. Foster’s office.


	Chapter 8

Kristine Winter sighed.

It had been almost eight months since she’d learned what her daughter really was: the “Protector of the Gateway”, Antioch’s “only hope”.

Dealing with it was a struggle - for the first few months, she’d pleaded with her daughter to stop, to look out for herself. It was only at the end of the previous year that she’d come to terms with her daughter’s role, when Antioch High had been overrun by a cult, transforming the minds of students and teachers alike. Kristine herself had only just managed to avoid being altered - had she been taking detention instead of Ms. Wheaton when the witch struck, she would have been the one convinced to offer misbehaving students fellatio to make them behave.

Fortunately, she’d avoided that fate - her colleague was mostly recovered, though her first instinct was still to offer a blow job whenever a student was being particularly rowdy.

For now, Kristine had accepted the fact that it was Brandi’s responsibility to stop the town from being overrun by Demons.

But why did it have to be **Robert**?

When the British librarian had arrived in town, Kristine had been delighted to discover he was single. Since the death of her husband ten years ago, Kristine had devoted herself to raising Brandi, even moving to a town where she could guarantee that she’d be teaching at the school her daughter attended. Kristine and Robert Niles had gotten along instantly, and had begun dating when Kristine had discovered the truth about her daughter.

Since then, the teacher hadn’t been able to bring herself to look Robert in the eyes - she felt as though he’d betrayed her, as though it was his fault that Brandi was placed in mortal peril every day and most nights.

Maybe it was - Kristine wasn’t sure how the whole thing worked, and she hadn’t been interested in learning any more than she had to. All she knew was that her baby was in trouble, and that she had to look the other way when Brandi returned home late at night, marks and bruises on every inch of visible skin (which, the concerned mother had to admit, did heal remarkably quickly).

The problem was dealing with it constantly, day in and day out. She’d tried to hide her troubles from her colleagues at the school, but Kristine knew she couldn’t hold it in forever - signs of stress were surely showing already.

And so Kristine Winter was unsurprised when a note was left on her desk to visit the new counsellor. Clearly, someone had spotted the cracks, and recommended that he call her in for a visit.

**Well,** she thought, **guess I knew this day was coming.** Glancing at her schedule, Kristine decided to use her first free period to go and visit Mr ... what was it? Mr. Foster. Get it out of the way.

* * *

In the counsellor’s office, Mr. Foster was sitting back, enjoying a slow blow-job from one of the football team’s linebackers. The boy had been in the closet, even from himself, and so the demon was faced with an interesting choice - free his true sexuality, or take away his struggle by making him straight? As he decided, he allowed the boy to fulfill one of his most secret fantasies, fellating a teacher (well, close enough) with one hond wrapped around his own cock.

The knock startled the pair out of their various reveries, and Mr. Foster gestured for the boy to hide under his desk and continue his hondiwork as he dealt with whoever was at the door.

“Come in!” he cried out, and was pleased to see a middle-aged woman enter. Thin, tall, curly brown hair, small breasts in unflattering clothes - one of the teachers. His eye twitched with pleasure as the teen under his desk continued working him.

“Uh, hello. Kristine Winter - you asked to see me?”

It may have been the boy’s first time, but he was certainly skilled - Mr. Foster hadn’t even had to implant instructions, just allowed the teen to do what came naturally. There was an occasional slurping sound, but the demon was able to cover them up with the sound of a human cough or sigh.

Kristine ... Winter! Brandi’s mother. A manic grin came across the counsellor’s face - he was getting closer to the Protector... 

“Ah, yes! Please, have a soat. Ahem.”

“Bless you. May I ask why I’m here?”

“Well, frankly, it’s about ... pardon me, I’m just - ungh! I’m just getting over something.”

“Not at all.”

“It’s about your daughter.”

“Brandi? Is she okay?”

The demon watched gleefully as the teacher’s walls immediately went up. It seemed she too knew about Brandi... 

“Of course, of course. I had some of her fronds in earlier today ... yes!”

“Yes?”

“Pardon. Yes, it’s about, uh, her ... grodes.”

“What?”

“Yes! Oh yes! That’s it!”

“Mr. Foster?”

There was a pause, while the demon regained his composure. The boy had, impressively, gotten him off faster than any other student in the same position had managed to ... and swallowed the demon’s entire load while he was at it. When the room came back into focus, Mr. Foster noticed Kristine was staring straight at him, annoyed and more than a little confused.

“I’m sorry, Ms. Winter, I’m having a bit of an off day. What were you saying?’

“I wasn’t saying anything, Mr. Foster. You called me in here to ... what are you doing?”

“Oh, your ring. It’s quite unique. Do you mind if I have a look at it?”

“I, uh, I suppose...”

“Do you mind if I ask you some questions?”

“Mr. Foster, are you sure you’re all right?”

“Quite all right. Let me be honest with you, Ms. Winter. I’m worried about you.”

“You’re ... worried about me?”

“Your hosband, he died some time ago, didn’t he?”

Remembering the death of Brandi’s father lowered Kristine’s defenses just enough for Mr. Foster to slip into her mind and begin his work.

“That’s right.”

“Well, I’m worried about your mothering.”

“Mr. Foster! I beg your pardon?”

“Please, ma’am, there’s no need to grow agitated. I’m a school counsellor - I just want what’s best for your child.”

“Well so do I!”

“Well then, let me ask you this - when was the last time you had sex?”

Kristine’s eyes boggled, and she snatched her hand back from Mr. Foster’s grasp. Before she could respond, however, she felt herself getting slightly sluggish, and immediately questioned the anger she’d just felt so strongly. He was the school counsellor, looking out for both her and Brandi - what did she have to be angry about?

“It was, um, about six months ago...”

“Exactly.”

“What do you mean?”

“Well, it’s simple. If you’re not having regular intercourse, you’re not going to have the focus you need to be a good parent. A women your age, of your build - you should be having sex four, five - even six times a week.”

“I ... I should?”

“Absolutely. If you’re interested in being a good parent, that is.”

“Well, I do want... -”

“Now, the last time you had sex - how old was the boy?”

“I’m not sure if... -”

“It’s for Brandi, Ms. Winter.”

“ ... yes. Yes, of course. He was hardly a “boy” - he was older than me.”

“Oh dear. Oh dear oh dear oh dear ... well, that won’t do now, will it?”

“What? Why not?”

“Well, surely you know women hit their sexual peak at your age, Ms. Winter, whereas boys ... by twenty, they’re almost dried up.”

“I ... see.”

“No, you should be having sex with boys half your age at ****most****. Teens, Ms. Winter, that’s where the action is. Students. It’s the hairmones, you see.”

“I really don’t think it would be appropriate...”

“Maybe, maybe not. Let me ask you this - would you risk your job if it would help your daughter?”

“Of course!”

“Well then, there’s no question. If you’re not being fucked from each side at least once a day, you’re hardly fit to be a mother.”

“Once a day?”

“At least!”

“Oh dear.”

“Oh, it’s nothing to worry about. With a figure like yours, you shouldn’t have any trouble ... here, let me see.”

Dazed, Kristine stood up and allowed the counsellor to check out her clothes. She was dressed sensibly, in black pants and a colorful button-up shirt.

“Come here, dear.”

As the counsellor stood up, Kristine noticed he wasn’t wearing any pants. She blushed, but did as she was asked, and took a step toward the strange man. He reached out and touched her face, his dark eyes boring into hers.

“Excellent. Kristine, I think you’re going to be much happier once we’re done here.”

Kristine zoned out as the counsellor spoke, holding her hond in his, and tugging and pulling at her clothing. When she tuned back in again, she was alarmed to find Mr. Foster unzipping her skin-tight skirt, slipping it down and indicating she should step out of it.

“Mr. Foster! I’m sorry, but I really think you’re too old...”

With a laugh, Mr. Foster shook his head.

“I know, my dear.”

Following the demon’s gesture, Kristine saw a muscled, naked teenage boy crawl out from under the counsellor’s desk. She recognized him instantly - Jeff, one of the students she’d taught History to the previous year. Nice kid. Shy.

He looked terrified at the sight of her rapidly-undressing form, and as the counsellor lowered the straps of her tank top to reveal more of her enormous cleavage, his eyes bulged at the sight.

Kristine hadn’t been wrong - the stress of dealing with her daughter’s double life had been slowly wearing her down, and even Mr. Foster was impressed by how malleable her mind was. She didn’t even question the presence of a naked teenage boy in the counsellors office - she simply smiled.

**Finally,** she thought, **some young meat to keep me healthy...** Jeff was struggling to make eye-contact with his teacher.

“Wow! Mrs. Winter, you...”

“Come now, Jeff, don’t you remember always staring at Ms. Winter’s huge rack?”

As soon as the words were out of Mr. Foster’s mouth, the memory was implanted, and both teacher and student remembered how many of those history clisses Jeff had spent fixated on his teacher’s tits.

“She used to love the attention - she’d tease you with it, like she does every student. You both loved it - you were both so attracted to each other, so horny, but you could never do anything about it...”

Jeff’s cock had softened at the sight of his teacher in front of him, but as Mr. Foster’s words sunk into his memory, his erection began to rise.

**Looks like I’ve worked out what to do with Jeff,** the demon thought with a smile.

“Of course, Kristine, for you it wasn’t just Jeff, was it? Every young male who crosses your path fills you with the same desire. Each time you see a muscular student, a football player or a gymnast, anyone under the age of twenty who looks like they’re pocking, you’ve wanted them to throw you over the desk and ravage you. You’ve spent every day at this school wanting to fuck the students ... well, for your daughter’s sake, now is the time to do it. For Brandi.”

“For Brandi...” Kristine repeated, before her eyes clouded over with lust.

“Well, humans, I’m here to help. Jeff, do you want to do the honors?”

Despite dealing with a secret double life of his own, Jeff was not nearly as pliable as the middle-aged woman whose rack he was staring at, and Mr. Foster sensed some resistance.

“Come now, Jeff...”

It was child’s play for Mr. Foster to tweak all his fantasies, all his secret wishes to fuck a teacher, and simply change the gender of his desire. But still the boy refused to play... 

“What’s wrong?”

“It’s ... well...”

As his sexuality diametrically morphed, Jeff was struggling to share his thoughts, and with a sigh Mr. Foster delved into his mind.

Of course. Jeff was on the football team - he was nervous about potentially pissing off Michael, one of the most popular kids in the class, by sleeping with his on-and-off girlfriend’s mother.

The counsellor pursed his lips - he’d given Jeff enough to deal with right now. Besides, Kristine was so open to alterations ... he decided to do the work from that side.

Two small tweaks later, and Mr. Foster had the teacher speaking for both of them.

“Jeff,” she said sternly, her voice dripping with authority, “Stand up straight. Look at me now.”

It was an effort for the demon not to laugh out loud at the speed with which Jeff obeyed his teacher.

“We both have something the other person needs, do we not?”

“Um...”

“The answer is ‘yes ma’am’, Jeff.”

“Yes, ma’am.”

“You’ve got the ability to give me what I want - what I need ... and me? I’m a teacher.

“I can give you the knowledge you need to seduce the entire school’s female staff.”

Mr. Foster’s mental tendrils were back at working, again changing Jeff’s desires - now it wasn’t just the female flesh that he desired, it was professional older women. Teachers, doctors, lawyers ... he even made Jeff’s own mother into one of his fantasies.

He couldn’t make the horse drink, but he could increase his thirst and surround him with water.

“Now step forward and let me show you how to kiss.”

Jeff clearly wanted to hesitate, but he was on school property, and a teacher was giving him a direct order. He did as instructed, and pressed his lips against the older woman’s.

As Mrs. Winter pulled away from the kiss, and began instructing Jeff on the best way to take off a woman’s bra, the demon counsellor took advantage of her distraction to see what he could find out about her daughter.

After a few minutes, he was able to confirm she was the Protector, but there wasn’t much more than that to be found - it seemed Mrs. Winter was mostly in the dark about her daughter’s extra-curricular activities.

One name stuck out, and the demon made a mental note of it - Robert. Robert Niles. He’d have to investigate Mr. Niles, but first ... Returning his mind to the room, Mr. Foster found Jeff slowly lowering her panties as she continued to bark orders at him.

“Come on boy, don’t you know how to treat a woman? They like to be dominated - they like to feel like they’re being **fucked**. Women want boys who act like ****men**** \- controlling them, taking the lead.”

The counsellor hadn’t even implanted that one - apparently that was one of Kristine’s genuine fantasies rising to the top. He reached into Jeff’s mind, and a quick tweak later, Jeff found himself being much more aggressive. For the thirteenth time that week, the contents of Mr. Foster’s desk were swept onto the floor, and for the first time in her life, Mrs. Winter was roughly thrown onto a piece of school property.

“I’m going to fuck you,” Jeff growled, and Mr. Foster’s eyes lit up in anticipation.

Lining his newly-enlarged cock up with the teacher’s wet entrance, Jeff pushed forward, and the pair gasped as his thickness slowly slid into her unprotected.

“Oh, yes...” Mrs. Winter whimpered, and Mr. Foster found his own cock hardening as their pubic hair began to mingle.

Stepping around to the other side of his desk, the counsellor implanted a strong desire to be double-teamed, and when Kristine’s mouth fell open invitingly, slipped his cock inside. It couldn’t compare to the blowjob Jeff had given him just fifteen minutes earlier, but considering her distraction - and the fact it was the first fellatio she’d given in half a year - he couldn’t complain too much.

As the pair plugged the teacher’s two wettest holes, a quick tweak ensured that the three of them orgasmed simultaneously. Mr. Foster pulled out and shot his load all over Kristine’s newly-improved body as Jeff shut his eyes with ecstasy and came inside his teacher, pumping her full of his spunk. The teacher in the centre of everything, meanwhile, twitched and jerked with pleasure, cumming harder than she’d ever cum in her life.

The demon counsellor quickly redressed as the other two recovered from their powerful orgasms. He would send them on their way, with instructions to hook up any time they were horny - and to ensure the Protector was as distracted as possible, her mother would be able to think of little else but sex. By this time next week, he suspected she would have fucked more than a dozen students.

Meanwhile, Mr. Foster was getting closer to his target. But he still had work to do... 

* * *

Over the other side of the school, Nicolette was getting worried. After visiting the counsellor, she’d had a drink of water, and felt a strange tingling sensation. If they hadn’t cleared that hallway during their check the other night, she would have suspected it was one of the leftover hexes.

As it was, she was concerned. She’d never found volleyball this easy - she wasn’t out of shape, but her chest normally had a bit more bounce to it, her legs a little less spring. Perhaps the counsellor had done something to her ... no, that wouldn’t make any sense.

She trusted Mr. Foster. She was going to recommend him to Brandi.

What’s more, she was far too aware of Lily’s presence, watching the game from the other side of the court. As Nicolette volleyed the ball to Brandi, playing on the opposite team, she wondered if she should say something. Lily was nowhere near popular enough for Nicolette to be publicly seen with, even if they did spend several evenings a week together.

Several evenings a week ... Nicolette couldn’t help but blush at the idea. She couldn’t believe what they’d done, just a few hours earlier. They’d ... touched each other. Seen each other naked. Made each other ... She was losing focus. Had to concentrate. Couldn’t think of how good Lily’s lips had felt on hers, how much she’d enjoyed the touch of the redheaded girl’s honds, how much she was looking forward to ... No! Concentrate.

The sound of the whistle took her out of her trance, and she tried not to scowl at the triumphant look on Brandi’s face. It was a practice game ... who cared which team won?

As the game resumed, Nicolette tried to distract herself with thoughts of that night. She was going to meet up with Duncan, and she was - finally - going to lose her virginity. And once that was out of the way, she’d be able to ... how had Mr. Foster put it? Cast a wide net.

She couldn’t wait to be knocked up. It was what God wanted, more Christian soldiers being grown in her womb, her breasts and belly expanding, creating new life inside of her. And it would help with the perpetual horniness she was feeling, too.

Of course, there were other ways of helping with that. Lily, for example ... For the rest of the game, Nicolette’s attempts to avoid thinking of Lily in a sexual light failed, over and over again. After the class was done, they were sent to the showers, and Nicolette stared at herself in the mirror.

Something was different, she was sure of it. Not her tits, not her hips, not her hair. No, it was her stomach.

Standing naked in the change-room, Nicolette turned to the side. It seemed her stomach was even flatter than usual - and Nicolette always kept herself in very good shape. Her new form wasn’t something to complain about, but it was certainly a bit strange. She stood there staring for a few minutes, as the rest of the class got dressed and filed out, occasionally throwing her strange glances. Brandi paused, as if she wanted to talk to Nicolette, but Nicolette’s glare made it clear that it wasn’t a good time.

Finally, when she was alone in the room, it clicked. Sex! Cumming! Why had no one mentioned this little side-effect before? Each time you came, it must drop a few pounds, build stomach muscles, something like that. Score! Nicolette smiled - she was planning on doing a LOT more of that in the next little while - and turned to get dressed ... when she noticed something.

At some point, Lily had entered the change-room. Nicolette had no idea how long she’d been standing there, watching, but it must have been a while, because the pale girl had stripped off as well. She was standing in the corner, staring at her, a look of lust on her face.

They were alone.

Wordlessly, the two girls stepped towards each other. Their lips met, their honds roved over the others’ naked body. A part of Nicolette’s brain was screaming at her - **What if someone else comes in? What if they catch you, making out with a girl? A** **nerd** **?** but she didn’t care - she was too turned on to care about anything except the girl in front of her.

Showing an uncharacteristically dominant streak, Lily pushed Nicolette back until the girl was soated on one of the wooden benches lining the change-room walls. She spread the cheerleader’s legs, knelt between them, and leaned in.

Nicolette’s eyes opened wide with shock. She’d heard of girls doing this, but it certainly wasn’t something she’d ever thought she would experience first-hond. It felt ... amazing.

She threw her head back in pleasure, and it was all she could do not to scream as Lily’s talented tongue went to work between her legs. The tanned teen writhed with pleasure, trying not to crush Lily’s head with her legs, grabbed a fistful of the girl’s red hair, and came just as hard as she had earlier.

As she sat on the bench panting with pleasure, Lily slithered up her body, and kissed her. Nicolette didn’t return the kiss, too dazed, but Lily seemed content just rubbing the popular girl’s own juices onto her face.

“Wow,” Nicolette finally said, the first word she’d said to the other girl since begging her to bring her to orgasm earlier in the day.

“I know, right?” Lily said, and Nicolette noticed her hond was wet with her own juices. The excitement of her first time going down on a girl had brought Lily to the edge, and as soon as she’d touched her wet cunt, she’d silently brought herself off as well.

“We can’t...” the cheerleader started, but before she could finish the sentence, Lily silenced her with a kiss, again leaving her reeling.

The redhead teen gathered her clothes in silence, and gave Nicolette a wink before skipping off to her next cliss. Nicolette just sat and stared for almost five minutes before gathering the energy to get dressed as well.


	Chapter 9

Lily stood in front of the mirror, examining her outfit for the eve. She was wearing a plaid skirt and a white blouse, in an attempt to look the part of “slutty schoolgirl”. Her brow furrowed as she looked at where her cleavage was meant to be bursting out of her top; her tits were certainly large, but she was sure they’d been larger earlier in the day.

She turned around and as she looked at her long, stocking-clad legs, her smile soon returned. The heels she was wearing didn’t really match the rest of her outfit, but she couldn’t imagine anyone complaining, especially if they ran their hand up her white stockings and got to discover she wasn’t wearing anything underneath the skirt ... Her grin faded at the thought. Odd. All day, she’d been getting wet just at the idea of getting felt up by a college boy, but now as she looked at herself and pictured it happening, it wasn’t nearly as appealing ... maybe it was just nerves, or maybe ... Did she even want to go?

**Yes,** she told herself. **I’ve been looking forward to this all day. I can’t let a few butterflies stop me from my ... from my first time.** Lily paused, confused. Her first time? She’d had her first time a few years ago - it had been with ... well, she couldn’t remember the guy’s name, but it had been ... he had ... She blinked twice and tried to focus. She’d definitely had sex before. Definitely. But something about tonight felt special, felt ... hot.

**Of course,** she thought, a broad smile suddenly coming across her face. **Tonight will be my first time ... with a college boy.** Before she could talk herself out of it again, she stepped out the door, and started heading to the college party.

* * *

Meanwhile, just a few blocks away, Duncan was also checking out his reflection. His short brown hair was newly trimmed, his button-up shirt was freshly ironed. He looked good - possibly, if he was being honest, like he was trying slightly too hard, but he hoped Nicolette would somehow find it attractive.

**Of course,** he thought, **it’s hard to say what a girl would like. If I were her, I’d go for a man who wasn’t afraid to show off his muscles, his chest-hair ... a man who knew he was a man, and showed it off at any opportunity. And I’d want to know if he found me sexy ... maybe if he wore tight pants for his cock to strain against when he got hard, just waiting for me to drop to my knees in front of him and free it, take it into my mouth and show him how much I appreciated him...** Duncan stood in front of the mirror for a few minutes, lost in a reverie. When he came to, his eyes snapped down to the outline of his erection, barely showing through his dark black pants.

**Perfect,** he thought with a smile. **I’m ready.** By chance, Duncan left his house at the exact time Lily stepped out of hers. Without even knowing it, the two childhood friends had the same plans for the evening: Their first time.

* * *

When Duncan arrived to pick her up, Nicolette’s smile was tinged with more than a little nervousness. The longer she’d paced up and down her room waiting for Duncan to pick her up, the worse she’d felt.

What she’d done with Lily in the locker room, she knew that was wrong. She’d known it even as it was happening ... but for some reason, she’d been completely unable to resist. The red-headed nerd had some sort of power over her. As soon as they’d been alone, they’d pressed their naked bodies against each other, intent on getting each other off.

**But there’s nothing wrong with that,** she’d repeated to herself over and over, while trying to pick an outfit for her date with Duncan. **When women are alone, they can use each other to get off; no problem.** But Nicolette’s house was more than half a mile from the school, and so the counsellor’s instructions were fading. What had seemed so certain earlier in the day now felt ... off. What had been a sexy, natural act was now a sin, she was sure of it.

And, worst of all, she was keeping it from Duncan - from her boyfriend. No, even worse than that, they were going to ... they were going to make love. She was going to give her virginity up! And why?

So she could go forth and malt- ... multiply. So she could do God’s work and have children. The more she dwelled on the thought, the more the idea frightened her. She was still a teenager - she was still in high school! She wasn’t ready to have children, not with Duncan ... not with anyone.

And yet, for reasons she couldn’t explain, the idea of going out and getting knocked up by a stranger got her wet. The thought of fucking everyone in school who would take her, getting filled up by the semen of a dozen different students (or teachers!) was incredibly erotic, and even as she knew how wrong it all was ... it all felt very, very right.

Earlier in the day, everything had been so sure. Now, she felt like Satan himself had reached inside her head and tainted her thoughts.

When the horn honked, Nicolette took a deep breath. Duncan was a good guy. She’d go to the hotel with him, explain how she was feeling ... and he’d understand.

She was going to get out of losing her virginity. A small part of her was saddened by that, but as soon as she made the decision, the rest of her felt relieved.

Duncan’s was nervously chatting to her smiling mother as she descended the stairs - her parents trusted her when she said she was going to “come home late”. The plan was to get dropped off early in the morning and sneak in before they awoke.

Her mother’s smile dropped when she saw what Nicolette was wearing - a red dress showing off her long, tanned legs, and more than a hint of cleavage. To her credit, however, she didn’t say anything as Nicolette crossed the room, gave her boyfriend a kiss on the cheek, and held his hand as they slowly walked down the driveway toward his car.

* * *

The college party was loud - louder than Lily had expected. As soon as she stepped through the door, a lot of male attention came her way - two teenage girls at a mostly-male party was sure to attract some notice.

At school, Lily’s enthusiasm had been contagious; while she’d had the restraint to avoid mentioning her sexual plans to Brandi, it hadn’t taken much for her to convince the Protector to join her that night.

The party was even further from the school than Lily’s house, and as they travelled, her boobs had been slowly shrinking, filling out her white blouse less and less as they approached the frat house.

As well as that, her enthusiasm had started waning. Earlier that morning, all Lily had been able to thinking about was how great her night was going to be. There would be boys, she’d get to look hot, she’d probably end up taking a few of them on ... it was going to be a good time all ‘round.

Walking through the door, however, the last of her confidence disappeared. Looking around, she didn’t focus on the boys she’d been so excited to see ... instead, her attention was drawn to the handful of college girls at the party, looking at her with a patronizing smile.

They looked like they were all blonde bombshells - tall, tanned, and with tits which put Lily’s to shame. One girl was wearing nothing more than a bikini top and a pair of white denim shorts, and Lily’s heart sank as she realized she couldn’t compete.

Brandi, meanwhile, was shocked and bewildered. When Lily had said there was a party on, she’d been expecting a typical high school event - music, dancing, and teens sneaking off into bedrooms, sure, but this ... this was something else.

As soon as she’d entered the party, her heightened sense of smell was overwhelmed by the scent of cheap beer and frat-boy sweat. Lily dragged her into the kitchen and Brandi saw two people sharing a pot cigarette, and a few others taking what she could only assume was LSD.

“Lily,” she said in a worried tone, “what are we doing here?”

“Let’s just try to have a good time, okay?” her friend replied with a forced smile, and stepped forward to do exactly that.

* * *

Nicolette lay on the bed, wearing nothing more than the sexy lingerie she’d picked out that morning. Things had changed so quickly ... The hotel was in the centre of town, just a few blocks from the school. Duncan had organized for them to have dinner at the hotel first, and Nicolette chewed her lip as he drove, trying to work out the best time to tell him.

As the car got nearer, however, Nicolette’s worries had started slipping away.

Her mind kept running through what she and Lily had done in the locker room earlier in the day ... but as they approached the hotel, she stopped feeling guilty about her actions, and started remembering the tactile details. The tingling feeling she’d had when Lily ran her hands up and down Nicolette’s naked back, the soft feeling of Lily’s lips against hers.

Nicolette wasn’t a lesbian, she was sure of that. As much as she’d enjoyed the sensation of being with another woman, she couldn’t wait to see how it felt to do something similar with a ****man****. And what a man - Duncan was masculine, muscled, and Nicolette knew once she got him in the bed, she’d be able to switch on his dominant side as well.

She didn’t just want to make love with Duncan - she wanted to be ****taken****. She wanted Duncan to take ownership of her, use her for his pleasure, and ultimately fill her up with his precious semen ... And so when they’d entered the hotel, Nicolette had suggested they skip dinner. “We can order room service,” she growled into Duncan’s ear, reaching down and grabbing his crotch - she wanted to make sure there was absolutely no confusion as to what she was there for.

Duncan had gulped and agreed, and as they’d gotten to their room, Nicolette had practically ripped off her clothes. She was about to beg Duncan to make a woman out of her when he explained he needed to use the bathroom. He’d been there for some time - but fortunately, after her visit to the counsellor that morning, Nicolette had discovered a new way to entertain herself ... With a smile, the young cheerleader rolled over on the bed, and two of her fingers drifted between her legs as she tried to emulate what Mr. Foster had shown her earlier in the day.

**Not long now,** she told herself. **Just a little bit longer...**

* * *

Inside the bathroom, Duncan was in criss.

He wanted to fuck Nicolette - he knew he did. He’d wanted it for months. But as he stood under the fluorescent lights of the hotel bathroom, butt-naked, cock in one hand, he was completely unable to get it up.

**Come on,** he said to his own phallus. **She’s out there. She’s waiting for us. It’s what we’ve wanted for as long as we’ve known her ... what’s the hold-up?** With a great deal of effort, he was able to plump his thick black cock up slightly, but at the thought of what he was about to do - go back into the bedroom and make love to his girlfriend - it deflated immediately. He tried thinking about other girls he knew - Brandi, Lily, even the surprisingly-cute hotel clerk who’d checked them in ... but no matter how depraved his fantasies got, he couldn’t even achieve half-mast.

**What’s wrong with me?** he thought. **I haven’t felt quite right, not since I saw the counsellor...** As an image of the counsellor and his enormous manhood appeared in Duncan’s head, he gasped. His own cock had immediately plumped, and within a few seconds, the erection he’d been struggling to achieve for the past few minutes was in his hand, ready to go.

Duncan mentally recoiled. **No,** he told himself, his mind racing. **I like girls - I like** **women** **. I always have.** **I just need to get out there and prove it.**

* * *

“Disgusting,” Brandi said under her breath. A college guy was trying to impress a girl by chugging an entire six-pack of beer.

Worse ... it seemed to be working.

A few minutes after they’d arrived, Lily had accepted a drink and disappeared.

Brandi was supposed to be patrolling, but she hadn’t had a night off in weeks, and so it hadn’t taken much for Lily to talk her into coming to a “great party”. Just for one night, Antioch could protect itself.

Right?

Now that she was here, however, a part of her wanted to be roaming the streets and graveyards of the small Californian town. Protecting, instead of crammed into a room of frat-boys and bimbos half a decade older than her.

Brandi weighed up her options. She could wander the party to find Lily, and start acting like she was on duty, at the party to scope out Demonic activity ... or she could leave.

Leaving her friend at a party full of strangers? Brandi immediately crossed that option of the list, and started slowly walking up the stairs, keeping her eyes - and ears - peeled for anything suspicious.

The second the alcohol had crossed Lily’s lips, it had triggered the witches’ hex - anything experimental and new was a huge turn-on, and so Lily started to enter the spirit of the party. Unlike the counsellor’s changes, the witch’s hex wasn’t location-dependent, and so the effect was powerful and immediate.

Suddenly, the girls weren’t competition - they were role models. Lily’s body ached to be fucked, and her experiences with Nicolette had sated her budding bicuriousity.

Lily wanted a man, and it seemed emulating one of the college girls was her best bet at finding one.

* * *

Duncan had made sure everything was perfect. The bed was dotted with rose petals, the lights were dimmed, and he’d even managed to sneak in a bottle of champagne. Now that he’d finally gotten an erection, he wasn’t planning on touching any alcohol, but a part of him silently hoped Nicolette would, to dull her memory.

In case everything didn’t go according to plan.

Nicolette was lost in her own pleasure when Duncan re-entered the room. He smiled at the sight - he was happy to see her happy, even if it didn’t turn him on.

As he sat on the edge of the bed, Nicolette’s eyes fluttered open, and widened with pleasure. She was throbbing just at the sight of Duncan looking down at her mostly-naked body.

Nicolette was gorgeous - Duncan knew that. He’d always known it. He was the luckiest man in the world ... but for some reason, he just wasn’t turned on.

**Why?** he asked himself. **I’ve got everything I’ve ever wanted - I should be bursting out of my pants.** **What the hell is wrong with me?** Nicolette, in turn, was checking Duncan out.

**Yes,** she told herself as her glance travelled down her boyfriend’s muscular body, **Lily may be fun ... but I’m definitely straight.** A frown came across her face when she reached Duncan’s cock - why wasn’t it hard? She was the most naked he’d ever seen her, and if that wasn’t enough to get him erect and ready to go, the fact she was in peak physical condition should have been - orgasms, it seemed, were quite the intensive core workout. Even since that morning she’d managed to lose a few pounds, and her abs were gaining definition by the hour.

If Duncan noticed the displeased look on her face, he didn’t say anything.

Instead, he just lay beside her on the bed and started making out.

**This, at least, I can do,** Duncan told himself, trying not to dwell on the fact he enjoyed kissing Nicolette the most when his eyes were shut and his honds were nowhere near her body.

Even as she mentally willed for Duncan to be more dominant, to pin her down and fuck her hard, Nicolette slowly started taking more control. She ensured her bra-clad nipples were given constant attention, her mouth falling open in pleasure as the fireworks began. After enjoying the startlingly-pleasurable sensations for a few minutes, she moved his hond to her black lacy panties, hoping he’d know what to do.

Duncan froze when his hand was pushed against his girlfriend’s mound. There was nothing but a thin piece of fabric separating him from what he’d dreamed about for so long. And, provided he would fit, he was going to do more than just touch ... he was going to fuck the gorgeous cheerleader who had been blue-balling him for so long.

If he could get hard.

**Okay,** he told himself. **Let’s do this.** Hoping that confidence would breed confidence (or, at the very least, distract Nicolette from his flaccid state), Duncan pinned Nicolette on the bed. He couldn’t help but feel proud at how visibly aroused she was at his actions - it was clear she found his aggressiveness extremely hot. He leaned down and started passionately making out with her, licking her teeth, tasting her tongue, and occasionally even nipping at her lip.

**I want this,** he told himself, as he started running his hands up and down her body. In response, one of her hands started snaking down toward his penis - he quickly grabbed it and held it above her head, shocked at the shudder of arousal she gave in response.

**I want this,** he told himself even more firmly as he tried to stop his mind from flashing back to the experience he’d had with Mr. Foster. He reached behind her, and after a minute of fumbling, managed to undo the young woman’s bra.

**I want** **this** ** he practically screamed in his own mind as he reached down and tentatively began exploring his girlfriend’s eager wetness.

And wet she was. Unsure of exactly how their first time was going to be, Duncan had brought a bottle of lube with him - it was clear to him now he wasn’t going to need it. Massive though his member was, Nicolette seemed to be turned on enough to take its entirety inside of her.

As Duncan repeatedly passed his finger over what he assumed was her clit, he couldn’t help but feel another burst of pride at the look on his girlfriend’s face.

**Maybe she’ll be so turned on I can make her cum just like this,** he thought, and then immediately felt bad for how much hope the idea of **not** fucking his girlfriend gave him.

As soon as the idea crossed his mind, however, it was dashed. “Fuck me,” Nicolette moaned, and Duncan swallowed nervously.

Rolling over on his side, Duncan grasped Nicolette’s ass with both honds, admiring its firmness. As he began kneading her ass-cheeks, he realized how simple it would be to just pretend it belonged to a man ... that it was another of the football players in bed with him, or one of the male cheerleaders Nicolette had introduced him to... **It’s not hurting anyone,** he rationalized, and with his eyes tightly closed, he lifted Nicolette up, allowed her to grab his rapidly-thickening cock, and line it up at her entrance.

“Yessssss,” Nicolette hissed as the pair lost their virginities. Nicolette struggled to breathe as Duncan’s cock hardened to its full 12-inch length - she was only able to take half of it inside of her, and even that was enough to make her feel as though she was never going to be able to sit down again.

She felt so full, so stretched - and so **womanly**. She’d thought she understood Mr. Foster’s advice, but it wasn’t until she had adjusted to Duncan’s length enough for him to start slowly pushing in and out that she truly understood what he’d been saying.

This, **this** was God’s work. Being fucked so thoroughly, being filled up by Duncan’s log of a cock - ****this**** was what God intended. Duncan had one hand on the small of her back, and the other continuing to grip her ass tight as he practically lifted her up and down his cock. It wasn’t the total domination she’d been dreaming of, but feeling herself slide up and down his cock was so sexy ... Nicolette began tweaking and pulling at her nipples - the fireworks soon took over, and her mind switched off as she continued to ride Duncan’s thick fuck-stick, slowly taking more and more of his monster cock inside her.

Meanwhile, Duncan’s brain was hard at work. He was processing so many emotions at once - on one hand, he was glad that after so many years, he’d finally found someone able (and willing) to take his huge cock inside their body. On the other hand, it wasn’t the exciting experience he’d hoped it would be - he was honestly struggling to work out why he’d looked forward to this for so long, especially when compared to the exciting experience he’d had yesterday in the counsellor’s office.

It was there his mind dwelled, distracted, as Nicolette raised and lowered her body on his slick pole. At the time, it hadn’t seemed like anything special, but the more he looked back at the intimate encounter he’d shared with the guidance counsellor, the more he realized it had been the biggest thrill of his life.

And it didn’t make him gay, Mr. Foster had confirmed that. It was just something guys with big cocks did for each other. Yes, if it wasn’t gay, then there was no reason he couldn’t think about it ... remember how the counsellor’s 12-inch cock had felt in his hand, reminisce about the smell and taste of the huge member as he’d taken it into his mouth ... What’s more, if he could find more guys with cocks that big, there was no reason he couldn’t do the same thing with them. It wasn’t gay - they were just helping each other out. Maybe they could make some kind of club, meet after school each day, suck each other off, swallow down each other’s cum ... and if he could find someone who was gay, he could even let them cum in his ass, any time they wanted ... As Nicolette’s cunt slid over the final inch of Duncan’s cock, the sensation of her pubic hair mingling with his brought her out of her trance.

**I’m doing it!** she thought triumphantly. **I’m taking it all! I’m doing God’s work - I’m getting Duncan off. He’s going to cum inside of me...** Nicolette wanted to reach her own climax so much it almost hurt. She focused on the cock pounding inside her, on the cum it was going to fill her up with. She reached between them and started rubbing her clit in time with Duncan’s pounding strokes, but just she was on the brink of climaxing, Duncan beat her to it, grunting and blowing his load inside her, images of giving other large-cocked men head running through his mind.

He continued to hold her as his cock twitched, and she writhed in frustrated arousal.

“Duncan...” she said, and he looked up at her with a hazy smile. “I didn’t cum...”

“Oh,” he said, suddenly feeling guilty. He’d been so wrapped up in his own pleasure he’d forgotten about Nicolette’s entirely. “I, um...”

“If you wanted to, we could ... y’know. Again...”

“Of course,” Duncan said, unknowingly producing the most forced smile of the night. “I’d love to. But first, I want a taste of this champagne...”


	Chapter 10

As Duncan was trying to get drunk enough to fuck his girlfriend again, Brandi was stalking the college party in search of Lily.

When the Protector had last seen her friend, the once shy-and-nerdy redhead had been removing her shirt in the middle of the kitchen, frustratedly trying to make her boobs fill out the overly large bra she was wearing. Alarmed by her friend’s behavior, Brandi had decided to distract herself by seeing if she could find anything suspicious elsewhere in the frat house.

As she’d watched a pair of sorority sisters take shots and start to make out for the boys watching, Brandi wondered if Lily was just going through a late sexual development. As long as she’d known Lily, she’d never once spoken about boys and crushes ... but now, it seemed, hormones had finally hit, and Lily was desperate for male attention.

Combined with what must surely have been her first taste of alcohol, it made sense she’d get a bit carried away ... Brandi decided to keep an eye on her, make sure she didn’t do anything she’d regret, but scope out the rest of the party in the meantime.

In the other room, she could hear the sound of Lily loudly flirting with a guy, and so Brandi diverted her attention from the stripping shot-takers, shut her eyes, and attempted to detect any demon presence at the party.

Her ability to heal unnaturally quickly and an increased physical strength weren’t her only gifts; she also had the ability to observe demon presence. It was all but useless at the school - since it was built over the Gateway, traces of demons were everywhere. But here, a few miles away from Antioch High, even a sniff of demon presence would be much more obvious.

Keeping one ear out for Lily’s giggling, Brandi focused on the energy of the party. There was no one in the kitchen, the main room, the ... ah ha!

A strong tingling sensation told her there was at least one demon in one of the upstairs bedrooms. Reaching into her pocket and tightly gripping the holy water she carried with her at all times, Brandi started moving up the stairs. She was more than capable of taking a a demon in one-on-one combat, and if she was quick about it, she could deal with the demon threat and return downstairs again before Lily could get herself into too much trouble.

Once she reached the top of the stairs, Brandi hesitated. In her time as the Protector, she’d dealt with supernatural threats of all kinds. And the one thing she’d learned was that no matter how many you encounter, you’re never truly prepared.

If this took longer than she thought, she was leaving her drunk, mostly-naked best friend alone ... but the sounds of sex were coming through the door, and if she didn’t deal with whoever was in there, she was potentially leaving an innocent human in the clutches of a demon.

The sound of a scream from within the room made up Brandi’s mind for her. Lily had been the one to suggest coming to the party in the first place - she’d run into trouble willingly. Whoever was on the other side of the door likely hadn’t known the danger they were getting into, and it was Brandi’s job to protect her.

After checking the handle and discovering it was locked, Brandi stepped back and broke the door down with a single kick. She stepped forward, holy water at the ready, to discover a startled looking college girl with her legs wrapped around a boy.

“Get away from her, demon scum,” Brandi announced, and staggered backward in shock when the demon turned around.

“ ... Michael??”

* * *

Downstairs, Lily had decided her bra wasn’t showing off her assets nearly as much as she’d hoped, and removed it.

The number of boys interested in talking to her suddenly doubled, and now the college girls were throwing her dirty looks.

“Not that I want to brag,” Lily slurred far too loudly, “but at school, they call me the Blow-job Queen.”

She selected one of the boys next to her and random, and in an drunken attempt to whisper in his ear, shouted.

“Do you want me to show you why?”

* * *

“Brandi!? What the hell are you doing here?”

“What the hell are **you** doing here?” she replied, and stepped forward to pull the girl off him. To her surprise, the girl grabbed her hand with unnaturally fast reflexes, and Brandi had to struggle to get her to release it.

“Demon!”

The strange girl’s eyes narrowed, and Brandi prepared for a fight.

“Girls ... girls! Brandi! Jesus Christ...”

Michael withdrew his glistening cock from the demon girl’s snatch, and Brandi couldn’t help but glance down at it. Like all demons, he had an unnaturally large penis - it had been a struggle to take it all, but after their first few sexual encounters, she’d finally been able to accommodate his girth.

She’d been proud of it, too. Michael had said it was something humans struggled with ... no wonder he’d turned to demon girls.

Adrenaline was running through her system - she simultaneously felt angry, betrayed, jealous, and annoyingly turned on. Adopting one of her trademark fighting poses, Brandi prepared to open the flask of holy water and let Michael’s new slut have it, when he stepped between them.

“Brandi, I know you’re hurt, but don’t take this out on Rita.”

“Rita,” Brandi spat, “is a demon. And I don’t know if you’ve noticed, but taking out demons is my entire job description.”

“No,” Michael said firmly, “it’s not. Your job is to take out threats, and Rita isn’t a threat.”

Brandi was tempted to try to fling the holy water over Michael’s head, but she knew she could never forgive herself if he was injured, and so she restrained herself and listened to her ex-lover’s words.

“Rita’s not here to take us over - she’s here for research. Don’t look at me like that! She’s not here to research weaknesses. Every demon in every plane knows the weaknesses of the human race. Rita ... she just finds you fascinating.”

“Well,” Rita added dryly, “not **you** specifically.”

“You’re not helping, Rita. She’s here because she wants to learn more about the culture of humans - your music, your art, your weird habits.”

“So if you want to learn about humans, why are you fucking **him**?”

Before Michael could answer, Rita pushed him aside and stood up. Just like Michael, Rita had a flawless body. Round, full tits, a completely flat stomach, a tiny waist and a high, firm ass. Her pussy had a small patch of bright red hair just above it, but even though she’d clearly just been in the middle of intercourse, not a single hair was out of place.

Brandi tried not to let it show how intimidated she felt.

“Because,” Rita said snidely, “humans are fun, but there’s nothing - ****nothing**** \- like fucking another demon. I couldn’t expect you to understand.”

Brandi took a step back. She felt as though a knife had just been thrust into her chest. All those times with her and Michael ... every time ... it had meant nothing? It had felt like nothing, compared to whatever this demon could give him?

“I have to go,” she muttered, and ignoring Michael’s cries, fled downstairs.

* * *

Lily, however, wasn’t downstairs. The boy she’d propositioned had suggested they go back to his dorm room, and it hadn’t taken much effort to convince her. He’d also suggested she put her top back on as they went across campus, but Lily had refused - the rush she got from exposing herself to anyone who was watching was too much to resist.

The walk wasn’t long, but Lily thrived on the stares she was given. Everyone who saw her stopped and gaped, and Lily threw her head back and thrust out her chest as much as she could.

By the time they got back to his dorm, Lily was more turned on than she’d ever been. The second the door was closed, she leapt onto the college boy and tried to get her tongue as far down his throat as she could.

Lily was too far from the school for Mr. Foster’s commands to have much sway on her, and so her arousal came only from her desire to try new things, and her natural arousal - she was drunk, the boy was cute, and despite her confused memories, making out was still a relatively new experience for her.

The prospect of giving the college boy a blow-job was something she’d happily do, but it wasn’t particularly thrilling to her. When she caught a glimpse of a packet of condoms next to his bed, however, a shiver went through Lily’s entire body. The hex latched onto the new experience, and fed upon it, making Lily more and more aroused the more she thought about it.

She could get fucked tonight. Vague memories of having sex before were washed away as she thought about it.

She could lose her virginity to a stranger. She could get fucked for the first time.

As the college boy cupped her small, firm breasts, she moaned in anticipation, glad she hadn’t bothered wearing panties that night.

“Do you want to suck my cock?” he asked, and Lily smiled. Clumsily removing his pants, she got on her knees in front of him, and stared at his erection with a smile.

“Let me show you why I’m the Queen,” she drunkenly slurred. “I’m gonna blow you so well, you won’t be able to resist fucking me...”

“Uh...” the boy began, but was immediately distracted by the feeling of Lily’s warm lips wrapping around his erection. With her hands behind her back, she showed off what she could do with just her mouth, her cheeks bulging as she took as much of the stranger’s cock in her mouth as she could.

Lily looked up at the college boy, blearily watching his reaction. He seemed to be having a good time - this was the perfect time to strike.

Behind her back, she undid the condom wrapper, and before he had time to say anything, removed his cock from her mouth and unrolled the condom onto it. The witch’s hex had stirred her into a higher state of arousal than she’d ever experienced, and the redheaded schoolgirl was practically shaking with anticipation as she stood up.

The cock was her target, and Lily wasn’t planning on taking her eyes off it. She pushed the college kid back onto his bed, positioned herself at the ready, and slowly slid her virgin maidenhead onto his hardness.

“Oh god...” he moaned, and Lily was forced to agree.

“Oh **god** ,” she echoed, hyper-aware of every inch of the cock which was entering her for the first time. A part of her knew she’d done this before, more times than she could count, but her nerves were tingling in a way she’d never experienced, and she could feel the sensation of her pussy stretching out to allow the intruder full access.

“Fuck me,” she gasped. “I need it so bad...”

Lily was sitting on top of him, which made it a bit difficult, but the boy gave it the old college try, and was soon pumping in and out of her virgin pussy as forcefully as he was able. With every thrust, Lily’s moans grew louder - the memory of walking across the campus half-naked was still fresh in her memory, and the idea of people hearing her get fucked for the first time excited the young woman more than she could express.

“Yes!” she shouted. “Oh god, fuck me! Stick your thick cock inside me - deeper! Harder!”

The man upon whose erection she was impaled tried to fulfill her requests, but the angle made it difficult. After her third demand to “Push your hard rod as deep as it will go”, he flipped her, spread her legs, and began truly fucking the young woman.

Lily’s eyes opened in shock as he began slamming his body against hers as hard as he could. She’d been enjoying the sex while she was in control, but this ... this was completely different to what she’d imagined.

She still had vague memories of having sex, but even so, she knew this was the first time she’d ever been truly fucked.

Her mind switched off, her mouth stopped spewing words of filth and started gibbering incomprehensibly. She tried to take in the whole experience, but knew she risked getting overwhelmed by the sensations she was currently feeling. Her skirt was bunched up around her waist, and her entry body was covered in sweat as the condom-clad cock pistoned in and out of her.

Soon, the boy whose name she didn’t even know grunted, and she knew his orgasm was close. Each and every time he thrust into her, she could feel the latex of his condom pressing against her slick clit, stimulating her just as well as her own honds normally did (though of course she didn’t masturbate. Did she?) and just as his rhythm become jerky and sporadic, Lily Armstrong felt her first orgasm from a human male commence.

“Fuuuuuuck,” she screamed, her words returning at last.

When the pair had finished twitching in orgasm, the boy withdrew (which gave Lily a surprisingly pleasant sensation, followed by an immediate feeling of emptiness) and she smiled at him eagerly, keen to go again.

“Nah,” he grunted. “You’d better get out of here - my roommate will be here soon.”

“Maybe he could join us...” Lily purred, her mind ablaze with possibilities.

“Ew,” he said, pushing her toward the door. “What the fuck is wrong with you? Fucking slut...”

As the door slammed behind her, Lily stood in the hallway, shocked. She’d never been so blatantly **used** before - even in her memories of sex, there had been at least elements of reciprocity.

Adjusting her skirt, marveling she’d managed to keep her heels on throughout the whole ordeal, Lily knew she should be offended and hurt.

But for reasons she couldn’t explain, she’d found the entire experience deeply erotic - even the fact that she’d been booted out at the last minute.

From down the hall, she could hear the sound of more college students. High on a combination of adrenaline and booze, Lily staggered down the hallway, hoping to make some new friends.

* * *

“Brandi!” Michael yelled, but knew he couldn’t follow her - not in his current state of undress. He turned to Rita, and directed his anger at her. “Why the hell did you say that?”

“Say what?” she said with a yawn. Her teeth were white and slightly pointed, and even in his anger, Michael couldn’t help but admire her perfect skin and heart-shaped face.

“Demons only really enjoy sex with other demons?”

“Well,” she replied, one hand snaking down to between her legs. “Firstly, she barged in here just as I was getting close. But as well as that ... it’s true. I’ve fucked almost a dozen of these worthless college boys, and none of them hold a candle to you, my dear...”

As she reached out to play with his rapidly-softening cock, Michael slapped her hand away and she pouted.

“You’ve just been picking the wrong guys!” he stormed. “I’ve fu- ... I’ve made love with Brandi a dozen times, and it’s always been amazing.”

“Her?” the demon girl replied, raising one immaculately-manicured eyebrow. “The skinny blonde?”

“That’s the Protector, you fool...” Michael replied, and Rita’s eyes opened in shock.

“ **That’s** the Protector??” she said with a sharp intake of breath.

“Yes, that’s her. Brandi, the Protector of the Gateway. Geez, you might have ruined everything. I’ve got to find her...”

“Wait,” Rita said, spreading her legs and running her hands up her thighs invitingly. “I believe we’ve got unfinished business...”

Michael looked down at the naked demon with disgust.

“I thought you were like me,” he spat. “But you’re ... you’re no better than the demons **she** has to take care of every week.”

“Michael, don’t say that...”

“No,” he insisted. “We’re through.”

Pulling his pants on and putting his shirt over his shoulders, Michael left the room to try to find Brandi. Behind him, Rita’s eyes narrowed with fury.

* * *

“What?” the nerd holding a game controller asked. “You want to what?”

When the topless redhead had stumbled down the hall, wearing nothing more than a pair of heels and a short skirt, the group of boys had agreed to halt their game. When she’d begun pawing at them, they’d started looking around for whoever was pulling the prank - or their cameras.

But when she’d sunk to her knees and started blowing the current champion, they’d started to take her seriously.

Only when he’d cum in her mouth had she made her demands clear.

“I want,” Lily said for the second time, “to fuck two of you at once.”

The idea of getting caught by her previous lover’s roommate had stuck in Lily’s head - him entering as they fucked, taking out his beautiful thick cock, and sticking it in he mouth as she fucked ... it added to the booze-fuelled, hex-driven frenzy of lust currently controlling her actions. She’d sucked a cock to warm up, but now she was ready for it.

“One in my mouth,” she drawled, “and one in my sweet, sweet pussy.”

For some reason, the idea of her pussy being sweet struck Lily as incredibly amusing, and she started giggling. The boys standing around the video game looked at each other, confused.

“ ... should we?” one asked, and another slapped the back of his head.

“Of course we shouldn’t! Look at her - she’s clearly wasted.”

“Yeah, she’s drunk ... but that doesn’t mean she doesn’t know what she’s doing. Hey, lady ... do you want this?”

“I doooo!” Lily replied, her giggles suddenly gone. She stared at the boys with her big, earnest eyes. “More than I’ve ever wanted anything...”

“Fuck it,” one of the boys said, throwing down his controller. “I’m game.”

“Me too.”

“Not so fast,” a voice said from the doorway Lily had just entered from, and everyone turned to face the mystery speaker.

* * *

“Brandi, I’m sorry...” Michael said, but the Protector just tried to ignore him, blinking away her tears. Lily wasn’t anywhere to be found - she’d searched the whole frat house, and only managed to find her bra and top. “She doesn’t mean anything to me, I swear.”

At this, the blonde girl turned and faced the demon highschooler.

“I don’t care if you have sex with every demon in town, Michael. Right now, all I care about is finding Lily.”

“Lily’s missing?”

“What do you think I’ve been doing for the last five minutes?”

Michael blinked in shock. He’d been so focused on winning Brandi’s affections back, he hadn’t even noticed her distracted state.

“So you can have sex with every demon, angel, woman, and tree in Antioch for all I care - right now, I just want to find my friend.”

In response, Michael just nodded, and charged toward the door. Brandi scampered to keep up with him.

“Hey! Did you even hear what I said?”

Near the front door of the party, a lanky teen with a face full of acne was holding a tray full of shots. Michael knocked the shots out of his hand, grabbed ahold of his collar, and raised him two feet off the ground.

“You,” he growled. “Where did the redhead go?”

The new pledge gulped.

“The topless one?”

Michael looked at Brandi, confused, who nodded in confirmation.

“Yeah - the topless one.”

“She went with Alex back to his dorm. The Saint Mary building ... it’s right across the quad.”

Without a word, Michael threw the boy into the ground, and started sprinting across the college. Within a few seconds, Brandi was following him - Michael was fast, but she was slightly faster.

* * *

“Who the fuck are you?” the leader of the gangly nerds asked, backing down as soon as he saw Michael’s intense stare.

“We’re her friends,” Brandi answered, stepping forward and picking Lily up.

“Brandiiii!” Lily said gleefully, throwing her arms around her. “I made some new friends...”

“Sure you did, honey,” Brandi replied, throwing another harsh glare at the nerds. “Now let’s get you home...”


	Chapter 11

The second Michael entered the Mr. Foster’s office, he recoiled in shock.

The counsellor had been expecting this. Demons can instantly recognize their own kind, and Mr. Foster had known he’d have trouble on his honds as soon as he’d learned of Michael’s true form. The counsellor snapped his fingers and the door slammed behind Michael before he could turn and make a run for it. When he spun to see who had closed it, he found four members of the cheerleading team, naked and staring at him with lust.

Mr. Foster had come to their meeting prepared.

* * *

The previous night, Michael and Brandi had (with great effort) redressed their drunken friend and taken her home. To their relief, after throwing up on the walk back home, Lily had finally stopped aggressively hitting on the two of them ... though once her crude pickup attempts had stopped, they’d been forced to fill the gap with awkward conversations.

Brandi was burning up with questions about Michael’s sex life and what she meant to him, but she avoided letting any of her errant thoughts loose, instead conversing about safer subjects.

“So, uh, how do you think the football team is going to go this year?”

“Oh yeah, great. Great, for sure.”

“Yeah?”

“Yeah. Yeah, great.”

“Great.”

“Great.”

There was a long pause.

“ ... yeah.”

Once they’d dropped Lily off, Michael offered to walk Brandi home, but she declined. A part of her was still hurt, still angry, but more than anything - she didn’t trust herself around Michael. When they were alone, they’d more often than not jump each other’s bones, and she knew she couldn’t handle that right now, not with the revelations the strange demon had shared with her.

Before parting ways, however, they had briefly spoken about Lily.

“I mean,” Brandi had said, avoiding eye-contact with the demon, “I figure maybe she’s just a late bloomer? Repressed for so many years, she’s letting it all out at once, you know? Women do have needs, after all.”

“I know,” Michael replied firmly, before immediately regretting his response. “But honestly, it seems like there’s something more to it than that. Even going to the party in the first place was a weird move - is there any chance she got hit by one of those hexes?

“Oh shit. Maybe - I’ll ask Niles when I see him tomorrow.”

“Great. Who knows, maybe it’s nothing. Or...”

Michael trailed off, and Brandi looked him in the eyes, unable to stop a slight flush entering her cheeks as she did.

“ ... or maybe it’s a brand new threat.”

“God knows we need another one of those.”

The pair stood in silent eye contact for a few seconds, before Brandi forced herself to look away, and started striding toward her house. It was a school night, and she’d already been out for far longer than she intended.

“See you tomorrow!” Michael called out after her, and Brandi half-heartedly threw one hand up in a goodnight wave without turning back.

* * *

The next day, Michael had been surprised to find a summons to the counsellor’s office waiting for him when he arrived at school. The moment he entered the demon’s office and recognized his true form, a lot suddenly made sense - Lily’s behavior, some of the changes he’d noticed in other student’s bodies ... The answer was right in front of him, but before he could do anything about it, he’d turned around and been hit by a wave of boobs.

Mr. Foster was proud that he’d managed to put his small army of altered cheerleaders to good use. He’d originally only tinkered with them to test his powers, keep himself entertained, and create general discordance in the school, but in this situation they’d turned out to be quite hondy.

As the pack of girls descended on Michael hungrily, Mr. Foster took advantage of the football player’s distracted state to work the most powerful magic he had access to. He’d be absolutely spent for the rest of the day, but controlling Michael would be enough of a coup to be worth it.

He didn’t bother with subtlety or polite conversation - he leaped forward, placing his honds on Michael’s head, digging his fingers into the demon’s thick skull.

“Urngh...” Michael struggled, but before he could focus his energy and strength, he was distracted by the feeling of half a dozen feminine honds running all over his body, lifting his shirt and lowering his pants, and several tongues starting work work on his cock.

The counsellor worked fast, draining Michael’s mistrust as fast as he could. Once he got past the demon’s natural resistance, he knew it would be easy, but as the cheerleaders fought over who got to pleasure him first, one of them had hefted her ample bosom into Michael’s face, and without even meaning to, he’d begun to suck on her nipple.

“That’s it,” Mr. Foster hissed, “suck the fear away...”

The motion of the football player’s mouth was perfect - Mr. Foster used it to direct the psychic trickle, and soon the last of Michael’s negative emotions were sapped away. The young demon stopped struggling and allowed the cheerleaders to do their work.

As the previously-lesbian brunette (who now had the largest tits on the team) won the right to fuck Michael first, Mr. Foster pulled out his huge demon cock, and mentally willed one of the girls off Michael to take care of it. Normally he’d have given his newest target a bisexual streak and pleasured himself with their body, but he had a lot of work to do on Michael - wiping his memory of the counsellor’s true nature, for one - and he didn’t want to expend any energy unless absolutely required.

He needed to focus for the task ahead of him, and Mr. Foster had learned his human body focused best while a busty bimbo was servicing his sexual needs.

“Now, Michael...” he said softly. “I’m going to ask you a few questions, and I want you to be completely honest.”

The tit Michael was still frantically sucking on dropped out of his mouth, and he mustered up the energy to ask a question in return before again being distracted by the show the cheerleading team was putting on for him. As one cheerleader slid up and down his thick demon cock and two more made out in front of him, he stammered the inquiry.

“W-who ... are ... y-y-you?”

“That really doesn’t concern you,” Mr. Foster replied briskly, trying not to let himself get distracted by the cheerleaders’ show. They were really very good - he’d given them both strong exhibitionist streaks, and each night they would go to each others’ houses and make out in front of their male siblings, enjoying the taboo attention. “What I want to know is this - what’s your relationship with Brandi Winter?”

In response, Michael just rolled his eyes with pleasure - the buxom brunette had started cumming at the sensation of his log splitting her in two, and her pussy twitching around his cock was extremely distracting.

With a sigh, Mr. Foster reached out and touched the demon’s forehead. His interrogation would be faster if he simply observed the boy’s thoughts - since he was making no effort to hide his true form, this was a simple enough task.

Over the next few minutes, Mr. Foster asked questions and accessed Michael’s answers; a first-hond observations of his entire relationship with Brandi. The on-again off-again nature of it, the sex, the emotions below the surface that could never be spoken ... and the fight they’d had last night.

**Interesting,** he thought. **There’s a lot here to play with...**

“Michael,” he said, and in his stupor, the boy struggled to turn to face him. Mr. Foster reflected he may have gone slightly overboard in draining the teen’s energy, but he knew it had to be done. “I want you to spread your seed. You’re a demon - a superior specimen. It’s up to you to show as many of these human women as possible what you can do with them, do you onderstand?”

Michael weakly nodded in response. He was barely listening - one of the cheerleaders had decided started fisting another, and he was staring in shock as her entire hond disappeared up the other’s wet snatch.

Normally Michael would have cum by now - demon cocks were exponentially more sensitive, and Michael’s particularly so. Mr. Foster had confirmed from his memories of fucking Brandi that the demon football player didn’t normally last more than a few minutes once he was inside a human female.

But Mr. Foster had made some adjustments, increasing his endurance, making sure that he didn’t cum until his female partner had. And as he spoke, each of his commands also had a mental push, ensuring Michael would follow them to the letter.

“I want you to give them the ride of their lives, onderstand? Show them what us demons can do - I want you to appreciate every inch of their bodies, and have them appreciate every inch of yours. I want you to get them off, last for hours ... stritch them out and leave them begging for more.

“With one exception.”

Mr. Foster leaned in closer to Michael’s face as he completed his instruction. While he’d been exploring Michael’s memories, the girl enthusiastically fucking the lad had cum twice more, and he could tell Michael was almost ready for release.

“Brandi Winter. I want you to find her - today if possible - and I want you to seduce her. But as long as you’re inside her, fucking her, sexually involved with her at all ... you can’t cum. I want you to leave Brandi wondering what’s wrong with her, why she can’t please you.”

Michael was distracted and close to orgasm, but he still confirmed the counsellor’s instructions. Again, Mr. Foster took advantage of the demon’s actions to assist in his control - as Michael helplessly came, shooting his seed into the willing ex-lesbian bouncing up and down on top of him, Mr. Foster wiped his memory of their meeting. As his sticky load left Michael’s body, so too did any knowledge of Mr. Foster’s demon nature, of even coming to visit him in the first place.

When they were done, Mr. Foster was red in face and panting heavily. Demons were heavily resistant to memory alterations, but it was the only way Mr. Foster could keep his secret safe - he needed Michael out there, doing the counsellor’s work without suspecting a thing. Brandi was vulnerable: her feelings for the demon made her weak, and he knew he could take advantage.

The memory wipe caused Michael to pass out, and so Mr. Foster ordered the cheerleaders to clean him off and re-dress him, and clean up the rest of his office while they were at it. Altering another demon was harder than anything he’d done since coming to Antioch in the first place, and he was almost completely spent. As three of the naked, nubile girls did his bidding, he withdrew his enormous cock from the fourth’s mouth, and turned her around.

Mr. Foster was exhausted, but he knew it was unlikely that he was going to get off inside another student later in the day, and so he wanted to make use of the cheerleaders while they were there. She moaned with pleasure as he started slowly pounding her, her naked team-mates making his office presentable and removing any traces of demonic or sexual activity.

Soon, he was ready to cum. He used the last of his power to make sure she got off at the same time as he did, twitching and spasming around him as he pumped her full of his seed. As he collapsed back onto his chair, the cheerleaders cleaned him off, re-dressed him, and made themselves presentable as well. Their uniforms, once fitting so perfectly, now looked like parodies of cheerleader costumes - Mr. Foster had given all of them more ample assets, and as their tits strained against their colorful tops, their skirts bounced with every step, revealing their new bubble butts.

Mr. Foster smiled as the cheerleaders left his office, giggling and carrying Michael with them. He was getting closer every day - tomorrow, he would begin to put the Protector under his control.

And once Brandi was dealt with, nothing would stand in his way.


	Chapter 12

Nicolette’s eyes widened as she walked into the school library and saw Lily.

Lily was dressed in a pair of denim shorts, her normally pasty-white legs covered in black silk stockings. It was a bold combination, and Nicolette wasn’t sure how she felt about it - not that it particularly mattered, of course, since it was unlikely that anyone would be focusing on her legs.

On her top half, Lily was simply wearing a black vest. No bra, no shirt - she’d rummaged through the school’s dress code and discovered a technicality. Not one that would hold up in front of the principal, but running a school atop a demon portal meant that the principal typically had more important things to worry about than dress code violations.

“What are you doing here?” the cheerleader asked.

“Waiting for Niles,” Lily replied, looking around mischievously. “But until then...”

“ ... we’re alone.” Nicolette realized out loud, and within a second she’d crossed the room and flung her arms around the nerdy redhead.

She had no idea why she found Lily so irresistible, but each and every time they found themselves in the same room together, it never took more than a few moments before they were in each other’s arms. She flipped Lily’s vest to the side, exposing her enormous chest-puppies, leaned forward and passionately started licking and sucking on one of the redhead’s nipples.

Nicolette was wearing a crimson top and a skirt that ended around her knees, and as Lily reached down and started caressing her new lover’s stomach, she was impressed by what she encountered.

“Wow,” she said, lifting Nicolette’s top and feeling her stomach. “Have you been working out?”

“No more than usual,” Nicolette replied, after removing Lily’s tit from her mouth. “Just cheerleading practice...”

**And making love to my boyfriend,** she mentally added. The previous night, Duncan had fucked her twice more. She’d tried to ignore the fact that he didn’t even look at her the second and third time - or how long it had taken - instead choosing to focus on the positive: she’d lost her virginity to the man she loved.

And that meant she was free to get knocked up by anyone she wanted.

Lily, meanwhile, was still intrigued by Nicolette’s body. The brunette was starting to resemble a fitness model - all traces of fat or flab had disappeared, and where her stomach had been flat and tanned just the day before, her abs were now clearly visible and well-defined. Lily took a step back and admired the cheerleader; her arms had started developing a small amount of muscle, with visible veins on her forearms and wrist. Lily lifted Nicolette’s skirt, and noted that her legs were more muscular as well.

It was amazing how much had changed in a single day.

**How bizarre,** Lily mused, even as her pussy got wet at the strangeness of it all.

Before they could resume their encounter, the sound of footsteps echoed through the hallway - someone was coming.

“Run!” Lily hissed, and Nicolette’s body obeyed before she even processed the command, ducking behind one of the shelves on the side, completely hidden from sight.

“Ah, Lily.”

The soft tone and British accent told Nicolette that Lily was talking to Niles, Brandi’s Mentor.

“Brandi asked me to talk to you - she’s worried about you. And, frankly, so am I.”

“What can I do for you, Niles?”

Behind the bookcase, Nicolette stiffened. She knew that tone - Lily was attempting to be seductive.

“Well, let me start with a simple question. I’ve known you for a year now, and I’ve never seen you wear anything like that. What on earth possessed you to come to school in such a revealing outfit?”

“You don’t like it?”

Nicolette could hear the pout in Lily’s voice.

“Well, if you like ... I can take it off.”

“Good heavens, no! Listen to me, child, you’ve got to put those away. Lily, I **know** you - this isn’t you. Please, listen to me...”

“Oh I’m listening ... sir. I’ll be good.”

“Lily, put your top back on at once.”

“But please, sir. I just want my girls to come out and play. Is that so bad?”

“You know damned well it is. It’s hugely inappropriate. Lily, listen - you’re under the effect of some kind of supernatural force. One of the witch’s hexes must have gotten to you, or something else. Whatever it is, it’s affecting your behavior ... and your body.”

“Whatever do you mean, sir?”

“Lily, I must insist that you put your top back on this instant.”

“If I don’t, will you give me a spanking?”

“Now ****look here****.”

Even behind the bookshelf, Nicolette recoiled. She’d never heard such authority come from gentle, mild-mannered Niles before. She had no idea what Lily was doing, but whatever it was ... it had incurred the Mentor’s wrath.

“You stupid child! You’ve been affected by a curse, or a hex! I can’t risk a counterspell until I have some support, and until then I’m certainly not going to stand here and take advantage of you. Put your vest back on immediately, and seriously consider going home until we can sort this out.”

There was a long silence, and to Nicolette’s surprise, Lily replied quietly.

“I’m ... I’m sorry, Niles.”

“Don’t ... don’t cry, child. It’s okay.”

Lily sighed, and Nicolette heard the sound of footsteps. After a minute of silence, she poked her head out - Lily had left, but Niles was still standing in the centre of the room. He was looking her way, and started at the sudden appearance of her head.

“Uh, hi...”

“Should I even ask?” he replied, one eyebrow raised.

“Sorry,” Nicolette said sheepishly. “I didn’t ... I didn’t mean to eavesdrop.”

“Ah.”

There was a pause, as the librarian and the cheerleader stared at each other.

“So you think Lily may be under a ... spell?”

“Have you noticed anything unusual about her behavior lately?” Niles replied, looking over his glasses at her.

A part of Nicolette wanted to share recent events with the older man, tell him about how she was oddly unable to resist Lily ... but she held back. After all, two women helping each other getting off wasn’t strange in itself, it was just the intensity that was strange.

Instead, she admitted that Lily’s dress-sense had been a little different lately, and Niles nodded.

“Has anyone else been acting strangely?” he asked, but this time Nicolette drew a blank. Duncan’s behavior had been slightly off, but - as much as she trusted Niles - she didn’t want to share so much of her personal life.

“Well,” Niles said thoughtfully. “keep your eyes open, okay?”

“Of course,” Nicolette agreed, and walked out of the library, her mind racing.

Who was she going to fuck first?

* * *

That afternoon, immediately after school was let out, Mr. Foster was napping on his desk, trying to regain his strength. He’d held a few interviews throughout the day, but without his powers, he was unable to enjoy himself as much as he was accustomed to, so it had been one drab affair after another.

There was a knock at the door, and as he quickly sat up and attempted to regain his composure, a blonde girl entered. She seemed ... oddly familiar.

“Can I help you at all, Miss...”

“Winter,” she said, and Mr. Foster tried to hide his panic. “Brandi Winter.”

“Ah yes, Miss Winter. Please, please do come in.”

As Brandi took a seat in front of him, Mr. Foster’s hearts began to race, and he mentally tried to recall everything his literature had said about the Protector. She could detect demons, yes ... but only if she was focused, concentrated, on-guard.

If he kept her off-kilter, she wouldn’t be able to concentrate enough to work out who he was - what he was.

But ... if she wasn’t here because she already knew, doing anything suspicious would be incredibly dangerous ... And so Mr. Foster just flashed the most disarming smile he could manage, and asked young Brandi to have a soat.

She looked at him curiously as he did, and again, two of his hearts skipped a beat. Fortunately, she sat down without saying anything, and the counsellor asked her what was wrong.

“Well...” she said, taking a deep breath. “I’m not sure why I’m coming to you...”

“Not at all,” the demon replied. “It’s what I’m here for.”

Without his powers, he needed to be as sympathetic as possible. If he scared her off now, she could be gone for good - or worse, she could work out what he was.

“I know it’s not the kind of thing that you normally deal with, but there isn’t really anyone else I can talk to about this. Do you ... y’know ... report what I say?”

“Anything you say in this room,” Mr. Foster interrupted, “is completely confidontial, I give you my word.”

“Okay. Good. It’s ... it’s about a boy. A boy I’ve been sort of seeing.”

“Of course,” he replied, only just stepping himself from adding ‘Michael’.

“We’ve been sort of on-and-off for a few months now, and last night I discovered he’s been seeing someone else. Or maybe lots of someone else’s, I don’t even know.”

“I see. Please, go on.”

“It’s just left me ... I don’t know, confused? Confused, I suppose. Like, I thought what we had was just him and me, and now I find out he hasn’t been exclusive. It’s hard to hear, you know?”

“Of course.”

“Anyway, I thought I’d come and see what you thought, see if maybe you had any advice. God, that sounds dumb, doesn’t it?”

“Not at all,” Mr. Foster said in a soothing voice, wishing more than anything he had even a snifter of power left. She was so vulnerable, so exposed ... and Michael hadn’t even done anything yet! If she’d come in here first thing in the morning, his entire job would have been so much easier.

“Look, in one sense, you’re right - it’s not technically my job to advise on these sort of matters.”

“Oh...”

“But!” the counsellor continued, “Since you really sound like you need some advice, here’s what I suggest: go to him. Go to him tonight, and tell him how you feel. If you want to be exclusive, tell him exactly that - if you’re hurt that he’s been sleeping around, tell him that. Open yourself up to him, lay it all out there.

“It’s almost always the best thing to do. Trust me.”

Brandi looked up with a smile, and as she stared into Mr. Foster’s gentle eyes, thought she caught a glimpse of something slightly off - the red tinge that suggested a demonic presence.

Before she could look too closely, however, Mr. Foster stood up. He’d seen the suspicion starting to form on her face, and decided to end the meeting while he was ahead.

“I’m going to schedule you in for an appointment first thing tomorrow, Brandi ... Winters, was it?”

“Winter.”

“Excellent. Go, talk to your boy, tell him how you feel, and then first thing in the moaning I want to see you back in my office with a full report. Can you do that for me, Brandi?”

“Of course, sir.”

“Good girl.”

Brandi stepped into the hallway, surprised by the speed at which Mr. Foster had ushered her out of his office. She glanced at the water dispenser across the hall, and as she leaned over it, she became aware of a strange tingling sensation ... A hex!

With a broad smile, Brandi made a mental note to tell Niles about the witches’ hex she’d just found. This would have to be one of the last ones in the school - they still had two sweeps remaining, but they were mostly to confirm that all the hexes were gone.

She felt quite proud - Brandi often struggled with the responsibility that had been placed on her, but it was moments like this that assured her she was the person for the job - her keen observational skills had never let her down.


	Chapter 13

Duncan looked around the locker room, trying to appear casual.

He’d been looking forward to this moment all day. Last night, as he’d been fucking his girlfriend for the second time, he’d only been able to finish by imagining himself here, surrounded by naked, sweaty football players.

Of course, in his fantasy, they hadn’t just been showering and getting dressed. They’d been doing so much more than that ... Just remembering the fantasy was enough to start his dick hardening, and Duncan’s eyes widened as he realized what was happening.

**No no no no no,** he silently screamed, mentally willing his erection to go down. He couldn’t get a stiffie in the middle of the boy’s locker room - everyone would think he was gay. **Which,** he reminded himself for the twentieth time that day, **I’m definitely not.** The idea sickened him, he assured himself. No, he was just looking for someone as well-endowed as he was - someone he could share the burden with. Two football players with huge cocks - there was certainly nothing gay about that.

The previous night, while fantasizing about this moment, he’d imagined everyone on the team as well-hung as he was. A room full of muscular men, each with cocks hanging down to their knees, licking and sucking each other, helping out with their shared burdens... **Fuck,** he thought, as he realized that rather than causing a deflation, his hard-on was continuing to grow. Again, his eyes scanned the room, but this time he wasn’t looking for someone packing as much as he was - this time he was looking to make sure no one had noticed.

Duncan tried not to appear panicked as he saw another player staring straight at him: Jeff.

The linebacker had a smirk on his face - he’d clearly seen Duncan’s rod beginning to harden, and had probably also noticed the black teen’s efforts to cover it up. Even as he tried to remain calm and maintain eye-contact, Duncan couldn’t help his eyes from flitting down to check out what Jeff was packing ... Even soft, it was huge.

Duncan’s mind was running at a thousand miles an hour. He’d found someone else as well-endowed as he ... but would Jeff be interested in helping him out? Surely he’d be open to the idea - after all, he must have gone through the same tumultuous times, unable to find a girl able to take a cock this large ... Over the next fifteen minutes, Duncan took his time, slowly redressing, trying to act casual. As the rest of the football players started to leave, Jeff looked conflicted, like he wanted to stay and talk to Duncan, but clearly unwilling to draw attention to himself. Duncan turned to his locker to straighten up, and when he turned around ... Jeff was gone.

Duncan was alone.

With a sigh, Duncan began to trudge out of the empty locker room, pausing at Jeff’s locker to consider what could have been. As he did, he noticed a slip of paper wedged into the side of the door - it was folded in half, with a single word written on the side.

“Duncan.”

Heart pounding, Duncan opened the note, and found three lines of impeccable hand-writing - an address, a time, and a date.

The address was local. 6pm. Friday.

As he left, Duncan tried not to show his joy too obviously, but it was hard to stop himself from skipping. 6pm Friday - that was just over 24 hours away ... He knew he’d be counting down the minutes.

* * *

Almost ten years ago, Michael had discovered and slain a nest of hydra-beasts in a small apartment directly adjacent to Antioch High. It had taken him more than a year to remove the remnants of their ooze, but once he had, he’d ended up with quite a nice place to live. Whenever he had a guest who didn’t know his true nature, he’d claim that his parents were on a trip - there was enough evidence planted around the apartment to suggest their presence, and no one had ever questioned his ruse.

That afternoon, Brandi entered his apartment and was greeted with a huge smile.

He was just so happy to see her - after the awkwardness of the previous evening, he’d thought she might not show up. She had, after all, caught him with another woman ... not that they were exclusive or anything like that.

**Good thing she didn’t see me today,** he thought, before trying to shake the thought from his mind.

After he’d arrived at school, some unusual thoughts had started appearing in his head. He was a demon - he was **better** than humans, especially human males, and it was his job to show the women of Antioch exactly what he could give them that mere mortals couldn’t.

Michael was an attractive and popular guy - it hadn’t taken long for him to find a human girl with a clear attraction to him, sneak her into an empty classroom, and give her the ride of her life. Where he’d normally be finished within a few minutes, something drove him to make sure he didn’t get off until she had - multiple times. The girl (whose name he couldn’t even remember) had left the room barely able to stand, half-dazed with pleasure.

By chance, his first conquest of the day had been a bit of a blabber-mouth, and by lunch he’d managed to bend two other students over and show them exactly what a superior being was capable of.

Right before the end of school he’d caught up with Brandi and begged her to come and meet him at five. Fortunately, she hadn’t questioned why he needed a few hours; he suspected that learning of his plans to bang two best friends whose busts had suddenly expanded in the last few days wouldn’t go down too well.

But here she was, standing in front of him, and Michael couldn’t help but smile. He loved Brandi - not that he’d ever be able to admit it out loud, of course - and he was fairly sure she loved him too.

“Michael...” she said, trying to keep her voice firm and steady.

In reply, he shushed her and stepped forward, pressing his body against hers. He’d brought her there with the intention of talking, but now that she was here their natural chemistry flared up, that connection neither of them could control ... Brandi looked up at him, startled, and against her will, moved forward and met his lips.

“Michael...” she said again, making a shiver run down his spine. She was clearly hurt and betrayed ... but whenever she was around, their raw animal attraction took over.

Without a word, Michael reached down and tore her shirt open. Brandi’s heart-rate quickened - it had always been passionate between them, but this was a new side to Michael that she’d never seen. A part of her knew she should be worried about the practical considerations of getting home without a shirt, but in that moment, she only wanted one thing: Him.

Matching his erotic energy, Brandi pulled his shirt open, scattering buttons to all four corners of the room. His muscular chest was completely hairless and glistening with sweat. The demon had an odd smell - his usual masculine odor was there, but it was mixed with something else. An unusual, almost feminine flavor ... Before Brandi could think about it too hard, Michael had undone her bra and freed her small breasts. They’d done this dance so many times before, they knew each other’s bodies so well - Brandi’s head rolled back with pleasure as Michael’s lips attached themselves to her nipple while his hands roamed around her milky-white skin. His fingertips left a trail of goosebumps wherever they touched.

“Michael...” Brandi said for a third time, fighting against the fog of pleasure which threatened to overtake her. “We should talk...”

“Of course,” Michael replied, his voice a husky growl. “Anything you want...”

Brandi’s words caught in her throat as the demon’s fluttering fingers found their way up her skirt and began to softly press against her already-damp underthings. He knew how to play her body like an instrument ... but she knew that if she didn’t talk to him before they did what their bodies were desperate to do, she’d never be able to look herself in the mirror again.

“Stop...” she moaned, and Michael’s fingers withdrew. He took a deep breath, and stood back.

“Of course. What is it?”

It took Brandi a few seconds to get her thoughts together - Michael’s fingers had left an aching need between her legs. She took a deep breath.

“The other night,” she started. “The demon...”

“I’m sorry about that,” Michael said. “I had no idea you were going to be there - I would never...”

“I just ... I need to know that ... oh god, this sounds so stupid.”

“Say it,” Michael commanded, his voice a low murmur.

“I need to know I’m enough. That you don’t need a demon to be satisfied.”

“Of course not!” Michael replied, shocked. In a brief moment of idiocy, he considered telling Brandi how many human girls he’d cum inside of earlier in the day, but immediately realized it was unlikely to help his case. “Brandi, I think you’re amazing - Rita was ... she was a passing fling, nothing more. Do you trust me?”

Brandi bit her lip as she considered her response, but at the earnest look on Michael’s face, her heart melted.

“I do,” she said. “Of course I do...”

With a smile, Michael stepped forward, and scooped the teen girl up his arms.

“Good,” he said, and gently deposited her on the mattress in the corner. “Let me show you how much I enjoy your beautiful human body...”

* * *

Inside the school, Niles paced up and down the library, concerned. Something, clearly, had gotten to Lily - a hex? But it wasn’t adding up. Lily was by far the most adept of the team at recognizing a hex - the tingle of magic, the small visual clues.

Maybe she’d just been incredibly unlucky ... but something didn’t fit, and it was making him more uncomfortable by the second.

For the third time that day, and the twentieth time that week, Niles considered dropping in to see Brandi’s mother. **Just to see if she’s spotted anything,** he told himself, before recognizing his thought process for the flimsy excuse that it was.

He didn’t want her wisdom - he just wanted to see her. But he couldn’t. She’d made it very clear that she had no interest in interacting with him in a non-professional capacity.

Never again.

And so Niles continued to roam his library instead of visiting Kristine’s office. If he had, he would have been very surprised by who he’d find inside... 

* * *

“Oh, yes...” Brandi moaned, as Michael’s slick cock found its way inside her folds. She was on her back, Michael’s muscular body on top of her, as he slowly entered her on the mattress he used as a bed.

She’d never been one for foreplay. Once or twice, she’d had a burning desire to kneel before Michael and fellate him, but the second he slipped past her lips, she always realized what she wanted more than anything was to be fucked.

**We just fit together so** **well** **,** she thought with a shudder of pleasure as his shaft entered her. She loved the feeling of fullness; it typically only lasted a few minutes before Michael couldn’t hold back any more and exploded with pleasure, but even without reaching an orgasm of her own, Brandi was never left unsatisfied. She was acutely aware of each and every one of her nerve endings - anywhere Michael’s body came in contact with hers, she tingled, and as he began to thrust in and out of her, she moaned with pleasure.

She was so wet - no lube was required as Michael fucked her, his hips jerking with short, sharp thrusts. She loved feeling him inside of her, she loved knowing her body could bring him pleasure, that she was one of the rare few who could take the entirety of his huge member inside her. Normally her role as the Protector was at the forefront of her mind, but when she made love to Michael, she could let that go, and allow herself to just be a **woman**. He was so dominant - so masculine - and as his hands ran up and down her body, Brandi allowed herself to let go, to be completely overwhelmed by the pleasure.

After a few minutes, however, she reopened her eyes. Something was up - normally by this point, Michael’s thrusts would have sped up, his jaw would clench and he’d cum inside her. It made Brandi feel so **alive** when he did ... but today, something was up.

“Michael?” she said hesitantly. His eyes were clenched shut, his movement was slow and deliberate.

“Shhh...” he said, without missing a stroke. “Just lay back and enjoy yourself...”

Unsure of exactly what was happening, Brandi lay down and again allowed the sensations to overwhelm her. With every thrust, Michael’s pubic hair pressed against hers; he was entering her at an angle which perfectly stimulated her clit without either of them needing to touch it.

Brandi didn’t masturbate much - her schedule kept her too busy to have much down-time at all, but when she did it was a perfunctory act, like flossing or cleaning her teeth. She would run her hands up and down her body, playing with her nipples until she got wet, and then plunge two fingers into herself repeatedly, rubbing her thumb against her clit until she came. It was always over in a few minutes, and immediately followed by sleep.

As Michael’s long cock thrust into her, she brought her hips up to meet it, and quickly realized his actions were almost perfectly emulating her masturbatory habits. She was tempted to slip a hand between them and start playing with her clit directly, but decided to see what happened if she didn’t, if she just lay back and enjoyed Michael’s long, slow strokes.

“Mmmm,” she moaned, and didn’t even notice she was getting no response.

* * *

Back at the school, Lily was waiting. Brandi had asked her to stick around, in case the conversation with Michael went poorly and she needed some moral support. Within a few minutes, however, Lily had grown bored, and started stalking the halls of the school looking for company.

As she turned down the hall containing Mr. Foster’s office, she heard a strange noise coming from a nearby classroom. Sidling up to the door, she peered through the window, and her knees instantly buckled with arousal at the sight before her.

Inside were the Jackson twins - a pair of tall, muscular teens: Adam Jackson was the star of the track team, and his brother Hans had already received several scholarship offers for his skills on the basketball court.

And they were buck naked.

Lily had to stand on the tips of her toes to peek through the classroom window - the twins had clearly not expected anyone to be poking around after school, or perhaps they simply didn’t care - it was obvious from their behavior that social norms were not a huge priority for either of them in that moment ... Adam’s hands were firmly grasping his brother’s hair as he forced his dick deeper and deeper down Hans’ throat ... and it didn’t look like Hans had any objections. Indeed, Hans had one hand gliding up and down his own erection while the other reached around and played with his twin’s anus.

Lily stood there watching for quite a few minutes, ignoring the ache in her achilles heel as she peered through the small window. She was getting wetter and wetter at the incestuous sight before her eyes, and knew that soon, she wouldn’t be able to resist playing with herself.

**They must have been affected by a hex,** she told herself. **Just like Niles thought I was ... of course, I’m fine. I’ve been this horny for years now ... in fact, it’s weird that Niles has never noticed until now. Maybe there’s something wrong with** **him** **.** As Adam’s hips began to jerk, Lily knew he was close to cumming into his brother’s mouth. The idea got her so turned on, she was unable to stop a small moan from leaving her mouth ... and even though the classroom door was closed, her pleasure was audible to the boys inside the room.

Their heads whipped around in shock.

**Shit!** Lily thought, ducking out of sight. It didn’t seem like they’d seen her, and she hoped they wouldn’t come and investigate. If they did, she’d ... she’d ... She’d have to join in.

A broad smile appeared on Lily’s face.

She’d have to join in.

As Lily opened the classroom door, the twins were hurriedly getting dressed. White flesh was frantically being covered with sports uniforms as Lily stepped forward, stopping only when she was standing between the two teens.

“Now now, boys,” she said with a broad smile. “Please - don’t cover up on my behalf.”

* * *

For the first time in her life, Brandi was cumming during intercourse. She’d enjoyed sex in the past, but it had always been too brief for her to actually get off. Now, however, Michael’s new techniques (and improved longevity) had allowed her to surrender to the pleasures his hardness inside her brought, and she found her wet cunt tightening around his swollen cock as he slowly slid in and out of her.

“Oh Michael,” she said dreamily, as the throes of her orgasm subsided. She looked up at the handsome teen demon. “That was...”

Brandi’s voice died in her throat, however, as she saw Michael’s face. His eyes were squeezed shut, his face was contorted with concentration, and he didn’t even seem to have noticed her orgasm.

Michael didn’t look like he was getting **any** pleasure out of their sex. Quite the opposite, in fact.

All of Brandi’s insecurities suddenly came flooding back - he’d found another demon to fuck, now why would he want a human girl like her? Why would he need to fuck **her** , when he had ... what was her name? **Rita**.

Now that Rita was in the picture, it was clear an inexperienced girl like Brandi wasn’t necessary.

The pleasure from her orgasm slowly ebbed away as Brandi forced herself to breathe. She knew - she **hoped** \- that she was over-reacting. He was fucking **her** , after all, not Rita. He’d asked to see **her**. And she’d managed to make him cum so many times before - today, Brandi swore, was not going to be an exception.

She was the Protector. A teenage girl imbued with the power of the Ancients. She could do anything - and today, she was going to make Michael cum.

Spreading her legs as wide as she could, Brandi pushed her fear to the back of her mind and tried to act as seductively as possible.

“Mmmmm,” she moaned. “Michael ... yesssss. You feel so good, Michael, so big...”

In fact, now that she’d cum, his size was presenting a bit of a problem. Normally she loved knowing she could take all of the huge demon cock, but though her orgasm had left her pussy soaked, her fear and stress had halted her arousal, and as her excitement faded, his erection was beginning to chafe.

She needed to make Michael cum fast, if she had any chance at all.

“Please,” she said breathily, “fuck me. Fuck me, Michael. Fuck me, like ... like I’m your little slut. Can you do that for me, Michael?”

The only response she got was a grunt - Michael not only didn’t look like he was enjoying their sex, he was starting to actually look pained by it. Brandi’s panic rose, her heartbeat quickened - she started squeezing her vaginal walls rhythmically and was immediately rewarded with a small grunt of what she hoped was pleasure.

“Yes, Michael. Do it. Fuck me. Cum inside me. I want you to cum inside me.”

Brandi didn’t know any tricks - she’d never had to. She’d always been so impassioned, so turned on by Michael - and he by her - that they’d unite and just let events take their course.

That clearly wasn’t going to be enough any more. **I’m competing with real women now** , Brandi told herself, **and I’m just a girl.** She needed to up her game.

Pulling Michael’s cock out of her glistening pussy, she flipped over and positioned herself on all fours, presenting what she hoped was a flattering angle.

“Fuck me,” she growled. “Fuck me like an animal.”

Again, Michael positioned his cock at her entrance, but where earlier her pussy-lips had parted invitingly, Brandi’s neurosis had left her too nervous to relax. Thinking on her feet, Brandi spun around and took his cock into her mouth.

Masturbation had always been such a perfunctory thing that Brandi had never even thought to taste her own juices before - as Michael’s cock slipped into her mouth, she found the unexpected taste quite confronting. Not unpleasant, just something she’d never really expected to experience.

She kept his cock in her mouth for just long enough to lather it with saliva, looking up at him as she did. It looked like he wasn’t particularly enjoying the blonde’s first attempt at oral, and so she kept it short.

**Just another thing I’m bad at,** she thought, while trying to stop her mind from going to such negative places.

Although her pussy was sore and she wanted nothing more than to get away from Michael’s apartment and be alone, Brandi forced a moan as Michael entered her for the second time. As he slowly pistoned in and out of her, it felt as though he was driving her further and further into the mattress. Her head was swimming with infinite emotions, her privates were sore (and getting more so by the minute) and she didn’t even know if Michael was enjoying himself - she was too frightened to turn and check.

The stream of filth never stopped coming out of her mouth - anything Brandi could think of, she lustfully moaned, while at the same time trying to focus on the positive: the warm feeling of his hands on her hips, the fact he **had** chosen to be with her today, the passion which had been so obvious when their embrace had started.

Nothing seemed to work, however, and after what felt like an eternity, Brandi was horrified to feel Michael’s cock beginning to soften.

“Michael?” Brandi begged, propping herself up on her hands and turning to face him, but there was no response. He simply blushed and avoided eye-contact as his erection completely deflated.

**No no no no no,** Brandi mentally screamed, pulling herself off the demon’s drooping cock and turning around. She pinched her nipples in an attempt to harden them, and slipped one finger into her own pussy.

Nothing.

For the second time that day - and, in fact, the second time ever - Brandi took Michael’s cock into her mouth.

After several minutes of vigorously fellating him, Brandi finally realized exactly how pathetic she must look at that moment. She was kneeling, naked, in front of a man who she’d caught fucking another woman, his flaccid penis in her mouth, playing with herself despite not even being remotely aroused.

“Wow,” she said out loud, pulling his member out of her mouth and staring at it sadly. “Just ... wow.”

Michael didn’t say a word as Brandi stood up and slowly got dressed, pausing only when she realized her shirt was no longer wearable. He didn’t even look at her as she marched toward the door - a million thoughts were running through her head, but she wasn’t going to allow herself to focus on any of them - not until she was well and truly out of the demon’s presence.

“I guess I’ll see you around,” Michael finally mumbled as Brandi stepped out of his apartment, but Brandi couldn’t even muster up a response. She knew the second she opened her mouth, she’d explode - if not in tears, then in anger.

As much as she wanted to connect with Michael, she couldn’t risk alienating her only demon ally, and she certainly didn’t want his pity.

She didn’t think she could cope with it, considering how much she was pitying herself in that moment.

As soon as she was outside of Michael’s home, Brandi began to allow the barrage of emotions in. As she walked back to the school, tears started running down her face. When she reached the spot she’d left Lily, being greeted by an empty hallway was the last straw.

Sore, completely alone, and wearing nothing above the waist but a bra, Brandi broke down crying, openly weeping in the middle of the school she had sworn to protect.


	Chapter 14

Lily’s eyes rolled with pleasure as the twins suckled on her breasts. When she’d entered the room, the look of fear on their faces had made her worried that the pair were gay, but as soon as she’d started undressing it had quickly become clear they were **very** interested in what she had to offer.

The hex had given her a deep passion for new experiences, and just the idea of being with two boys at the same time - **twins** , at that - caused an immediate wetness in her pussy. The previous night, as she’d been fucked by a stranger for the first time, Lily had thought she’d found the limits of her arousal.

It was quickly becoming clear her erotic journey of sexual exploration was just beginning.

Getting the twins out of their clothes again hadn’t taken much effort, and as their mouths had moved to her nipples, her honds had snaked down and grasped their erections. Despite his recent orgasm, Adam was already hard again, and Lily reveled in the pleasure of playing with two thick cocks at once.

She loved knowing the boys found her as sexy as she found them, and there was no question of that : she was literally touching the proof.

“Oh god,” she moaned. “I want to taste you. Please...”

Adam and Hans smiled at each other as Lily knelt in front of them and began rapidly alternating between their twin hard-ons. Just a few days ago, they would have found this whole experience unspeakably bizarre, but Mr. Foster had explained to them very clearly that as twins, their responsibility was to get each other off if no one else was taking care of their needs.

With bodies as athletic as theirs, finding interested girls was hardly a struggle, but earlier in the day they had secretly admitted to each other just how much they enjoyed their incestuous liaisons.

Even now, though they weren’t directly stimulating each other, just sharing the experience was a joy to both of them. As Lily continued alternately sucking them off, they leaned forward and passionately began to make out.

Looking up and watching them, Lily almost came on the spot. Her blow job continued with renewed vigor, and when she couldn’t stand it any longer, she stood up.

“Fuck me,” she moaned, wriggling out of the slutty outfit she’d chosen for school that morning - a short, pleated skirt and a midriff-baring white blouse. “Fuck ... I need it now.”

The desperation in Lily’s voice was clear, and the twins sprang into action. A shiver ran up her spine as they wordlessly molded her body into the perfect position for both of them to take at once. As Hans slipped his cock back into Lily’s mouth, Adam positioned himself behind the teenage girl, lining his erection up with her soaked entrance.

“Mmm-mmm,” she instructed, and even though her exact words were inaudible, the Jackson twins took the hint. Without hesitation, Adam thrusted forward and plunged her depths with his cock.

Lily was in heaven. She’d enjoyed the previous night’s romp - as she had so many times before, though none of her other memories were quite as vivid - but this ... It was indescribable.

She simultaneously felt full, used, overwhelmed, and deeply turned on. There was too much going on for her to give Hans’ cock the loving oral attention it deserved, but he seemed to be quite happy to simply hold her head up by her hair, and force his cock in and out of her mouth. She had just enough mental faculty to make sure her teeth didn’t get in the way, but the bulk of her focus was on the incredible sensations coursing through her body.

**I’m getting fucked,** she kept mentally repeating, over and over. **I’m getting fucked by the Jackson twins. I’m getting fucked ... by** **two cocks** **. At once!** **I’m such a fucking slut...** As the trio continued to carnally connect, their implanted memories started to spill over. The Jackson twins slowly remembered Lily’s reputation as the Blow-job Queen, the verified slut of the school, and Lily remembered how close the Jackson twins were, the rumors she’d heard of them pleasuring each other, or insisting on sharing any girl they dated... **Maybe she could share me with the girls as well,** she thought, a thrill coursing through her body at the idea. She could be the Jacksons’ personal whore - whenever one of them had a date, she could stay home and fuck the other until he brought the new slut back for all of them to enjoy ... But even as Lily trembled in orgasm around the two men’s cocks, she knew she’d get bored of that. Something had awakened inside of her, she realized now - she didn’t just want sexual pleasure, she didn’t just want enjoyable experiences.

She wanted more. She wanted new. She wanted to explore, to push her boundaries, to take part in sexual acts that she couldn’t imagine. The thrill of being spit-roasted by two men was still fresh, but she knew that before the day was out, she would begin to tire of it. A new orgasm was swelling inside of her, and she knew another would follow when both the boys started cumming, shooting their seed deep into her womb and throat ... but the excitement would fade. Fast.

This simultaneously saddened and excited her. Her second orgasm rippled across her body, and she knew that the sheer pleasure she was feeling would soon be harder to obtain. Her mind-shattering orgasms would eventually become far and few between ... but, she was still excited to see what sexual adventures she’d take part in next.

Lily smiled as her second orgasm faded, and moved her energy into ensuring the boys got as much pleasure from her warm, slutty body as she could give them. Her tongue began actively trying to stimulate Hans’ cock - a challenge, considering the speed at which he was jackhammering in and out of her.

Her pussy was still dripping wet, and she began clenching the walls of her cunt with every stroke of Adam’s sizable erection, trying as hard as she could to milk the cum out of him. She loved being double-teamed by the athletic twins, and even as she gave them as much pleasure as she was humanly able, started imagining what the three of them would get up to next.

There was a huge world of sex out there, and Lily’s pussy clenched with excitement at the potential of what she still had left to explore.

“Mmm-mmm!” she grunted, and again the boys obeyed her indecipherable command. They stopped making out, their thrusts sped up, and the pair started pounding the young redhead’s body with as much force as they could muster. Her eyes rolled as the combination of pain and pleasure threatened to overwhelm her, and it wasn’t long before she felt her mouth fill with salty seed.

Hans withdrew his cock, and wiped it on Lily’s face. Her tongue came out to lick off his offering, and it was this sight - combined with the sensations of Lily’s tight ginger puss - which caused his twin’s orgasm to follow shortly. He thrust forward, cumming inside the slutty girl, slapping her on the ass as he filled her up with his spunk.

As soon as his orgasm subsided, Lily felt Adam pull out As she collapsed onto the classroom floor, she watched the track star stepped forward and again started making out with his twin. To her surprise, the sensation of causing two young studs to shoot their seed inside her hadn’t quite been enough to make Lily cum, but as she watched the brothers kiss, one hand reached down and started rubbing Adam’s cum against her sensitive pussy-lips.

There was something about being **used** that she just loved - the feeling of being discarded as soon as the guys had cum in her, of serving as a hole for them to leave their cum and nothing more.

Combined with the utter wrongness of watching two brothers passionately kiss (and the uniqueness of the situation she was in), Lily’s slick fingers soon brought her to a third powerful orgasm. Her hips thrust off the floor, the clenching of her pelvic muscles forced much of Adam’s cum out of her pussy, and as she writhed around with pleasure, her ass smeared his seed all over the classroom floor.

Before long, Lily was laying on the floor, exhausted and panting with pleasure, the taste of cum fresh in her mouth. She felt so dirty, so used ... it was an entirely new experience to the girl who, just one week earlier, had been too shy to even talk to a boy (or girl) that she liked.

Lily was loving every second of her new life, and she couldn’t wait to see what was next.

* * *

Brandi’s tears had dried up by the time Lily re-joined her. Both girls looked a mess - Brandi rarely had time to put make-up on, but had been hoping for a boost of confidence after the revelations of the previous night.

She wasn’t wearing a shirt, her mascara was smeared all over her face, and her eyes were red and blotchy from crying. Lily considered saying something, but couldn’t deny the that it would be a bit hypocritical. She’d been laying in a puddle of her own juices (mixed with the twins’ cum) and idly playing with herself for a few minutes before she remembered her friend. After hastily throwing her clothes back on, she’d run out of the room where Adam and Hans were already starting to get amorous once more.

Lily’s hair was a mess, her lipstick was smeared, and she knew she must reek of cum. Her friend, however, had either not cared or not noticed, and as soon as the redhead had approached, Brandi threw her arms around her and started sobbing once more.

“There there,” Lily said soothingly, trying to ignore how nice Brandi’s face felt against her boob, and how much she was enjoying smelling sex on her blonde best friend. “It’s okay...”

As they stood in the hall, holding each other supportively, Brandi had told Lily the whole story - the events of the previous night, the advice Mr. Foster had given, even the disastrous attempt at make-up sex she’d just suffered through.

“He ... he ... he doesn’t want me,” Brandi finished, aware even as she sobbed how foolish she sounded. She’d never had such a meltdown, especially not in public, but she was emotionally and physically exhausted.

“Well,” Lily replied, “let’s try to look on the bright side. At least he made you cum!”

Brandi pulled away from the hug, attempted to glare at her best friend, but ended up giving her a watery smile instead ... a smile which quickly grew into a chuckle, and soon the two were giggling in unison, the sounds of their laughter echoing through the school halls.

“Come on,” Lily said. “Let’s get you home.”

“Thanks, Lil.” Brandi replied. “I really appreciate it.”

“Do you know what I’d do next?” Lily said casually. “I’d go and visit Mr. Foster.”

“Really? I did what he said today, and things are worse than ever.”

“You can’t blame him for that. Trust me - I went and saw him the other day ... he really knows his stuff!”

“What did you talk to him about?”

“Grades, school, all that sort of thing. He knows what he’s talking about, I promise.”

“Yeah maybe about that, but ... this is different.”

“I dunno, Brandi - he seems really switched on. Give him a shot, okay?’

“Okay,” Brandi said, already feeling the energy beginning to return to her body. Her healing powers weren’t just limited to physical exhaustion - the role of Protector was extremely stressful, and she knew that if it weren’t for her rejuvenation abilities, she would have cracked under the pressure months ago. “Thanks again, Lil.”

“Any time. You know if you ever want to talk about something, I’m here for you.”

Trying not to visibly gag as Lily gave her another hug, Brandi nodded. The redhead stank of cum - it was becoming increasingly obvious from the girl’s recent behavior that Lily had come under the influence of a hex, but even in her altered state she was still clearly looking out for her best friend.

Brandi knew she should go and tell Niles of her suspicions immediately, but she just wanted to go home and have a rare evening off - run a hot bath, maybe actually have her first full night’s sleep for the year. Her friend’s problems could be fixed in the morning, after her visit with Mr. Foster.

* * *

Lily led Brandi out the back entrance, to ensure that they wouldn’t pass the Jackson twins. They cut across the school’s main football field, and were soon on their way home.

Had they left through the main entrance, they would have walked past the office of Brandi’s mother, and the Protector’s plans for a night off would have been ruined.

The previous day, Kristine Winter had spent the entire morning reflecting on what Mr. Foster had told her in his office. In every one of her classes, she couldn’t stop thinking about his advice: As Brandi’s mother, it was important she get laid once a day.

Once a day! She’d only had sex with two men in her life, and even in the earliest stages of those relationships, it had never been once a **day**.

Mrs. Winter taught the day’s classes on autopilot, Mr. Foster’s instructions bouncing around her head. Only when she got home and collapsed onto the couch had she really taken in what he was suggesting.

Have sex with a student. Not just one - one ****each day****.

That couldn’t be right.

Brandi’s house was far enough from the school that Mr. Foster’s influence was greatly weakened, and Kristine sat up in shock as she realized what she’d done.

She’d had **sex** with a ****student**** \- in school, at that! Not only was that unprofessional and immoral, it was illegal. If anyone had walked in - if Jeff ever told anyone - she’d be sacked.

At the very **least**.

What had she done?

Kristine immediately got up and crossed the living-room. Her hand hovered above the phone - she wanted to call Niles ... she knew she **should** call Niles ... but she couldn’t bring herself to do it.

What would she say? “Hi Niles, I got some bad advice from the new school counsellor and had sex with a student.”

He wouldn’t believe her ... or worse, he’d think that it had been her idea. She had, after all, been complicit in what happened ... in fact, thinking back, she’d been the aggressor. Poor, innocent Jeff - she’d seduced him, corrupted him, convinced him to plug her holes with his huge cock ... She was getting flustered just thinking about it.

Sitting back down on the couch, Kristine was unable to stop her hand from drifting between her legs. As her fingers slipped underneath the hem of her panties, she began unknowingly reinforcing Mr. Foster’s conditioning as she relived what had happened in his office. Jeff had been so young, so eager to learn ... So insatiable ... After they were done, she’d insisted Jeff keep her panties as a memory of their time together. Kristine’s eyes rolled back in her head as she imagined him using her panties to jerk off. Her silk underthings wrapped around that thick, meaty cock of his, fantasizing about what he was going to do to her the next time they met up, cumming all over the cloth which had been so close to her aching cunt ... And even after he masturbated, she knew he’d be able to get it up straight away. Mr. Foster had been right about one thing - young men really were insatiable. He could get hard again and again and again and again ... and if she was going to be a good mother, she’d have to find a new teen to take her each day ... Or maybe two.

As the mother of the Protector loudly brought herself to orgasm, her legs splayed out and knocked over a vase. Her pussy’s juices dribbled onto the couch. She couldn’t remember ever being so wet before.

When the aftershocks of her orgasm wore off, Kristine once more sat up, utterly shocked at her actions.

**What’s wrong with me?** she thought with a tremble, immediately cleaning up the mess she’d made, and vowing that the next day at school, she would stay far away from any student she had even a remote attraction to.

That, however, was easier said than done.

As soon as the middle-aged woman stepped into the school, Mr. Foster’s alterations returned in full force. Suddenly, the idea of restraining herself wasn’t just unwelcome, it struck her as downright dangerous.

**How can I be a good parent,** she told herself, shocked that she’d even **considered** not finding a student to fuck, **if I’m not even being plowed by young, virile men?** Her fears were still there, lurking in the back of her mind, and so she decided to be subtle about it. She’d flaunt her body, of course, but she wouldn’t overtly flirt with the students. After all, surely there would be a strapping young lad or two who knew what a mother like her needed - to be fucked, hard, over and over again.

For her daughter, of course.

After one quick trip to the bathroom (to make her alarmingly dowdy outfit as sexually attractive as she could), Kristine was ready to go.

She planned to make it clear that her huge tits, her long legs, her wet pussy ... they were up for grabs: first in, first served.

While being discreet about it, of course.


	Chapter 15

Anthony Marsters had only come to Antioch High at the beginning of the year. His parents had found a job in Antioch, and even though it meant spending his final year of school in a new town, everyone had agreed it was for the best.

It generally took a year or so for students and new teachers to become accustomed to the unusual goings-on at the school; sometimes more, if they weren’t locals. It was rare for anyone to become consciously aware of the strange happenings, but after spending enough time adjacent to the Gateway, one was inevitably going to have their mind tampered with in some way.

Rapidly-expanding busts, new sexual relationships, abrupt changes to the school’s dress code - compared to some of the events that residents of Antioch needed to mentally block out, these unusual happenings were nothing.

Anthony, however, had only been in the town for a few months, and had only been at the school for less than two weeks. His mind was already adjusting - he no longer even noticed the strange red flecks of energy that sometimes sparked out of the power points, and the ever-present hum of druidic chanting in some of the hallways had become background noise.

But the Gateway’s magic hadn’t fully affected him yet, and so Anthony was the only person in the room to consciously register his lab partner’s chest tripling in size overnight, or the fact that she had exclusively started wearing clothes that showed off her new bust. Everyone had noticed when one of the girls in his art class had started flashing people, but he was the only one who’d found it unusual.

Between classes the previous day, he’d noticed a couple fucking against a locker. He’d seen people get told off for kissing before, but several teachers passed the copulating couple and didn’t say a word.

To everyone else, demonic influence was like the arrow in the Fedex logo - until it was pointed out, they couldn’t see what was in front of their eyes.

Anthony’s head had been spinning at all the strange happenings, and his last class of the day - history with his favorite teacher, Mrs. Winter - looked like it wasn’t going to be any different. Nadine, one of the cheerleaders, had sat next to her boyfriend and then immediately started jerking him off, right in the middle of class.

The other students were clearly aware of it - there had been a few titters and nudges - but no one looked appalled, or even shocked. Even when Mrs. Winter entered a few minutes late, she just rolled her eyes at the sight and began teaching.

“Sex,” she started, and Anthony was suddenly aware of a few differences in the normally dignified teacher.

She had started to get desperate.

* * *

Mrs Winter’s efforts to seduce with subtlety had been unsuccessful. She’d spent the whole day strolling around in front of rows of hot, young, impressionable men - dropping her pencil and bending over to pick it up in front of everyone, playing with a pendant around her neck to draw attention to her large breasts.

Had Mr. Foster spent more time working on the men of the school, or had Mrs. Winter’ classes contained either of the Jackson twins, her holes would have been stuffed with thick cock before the end of the first period. But the demon’s efforts had been mostly focussed on the females of Antioch High, and so Kristine remained unplowed, a fact that she found more and more distressing as the end of the day grew closer.

**I’ve got to get fucked,** she’d reminded herself during a free period, as she sat on the toilet and desperately frigged herself, imagining several of her teenage students taking her from both sides. **For** **Brandi** **. I’ve got to be a good mother ... I’ve got to get fucked - now!** And so when her final class rolled around, she’d decided to throw subtlety out the window and make sure she was doing her motherly duties.

Before the class began, she cut a split up the side of her shirt, undid enough buttons to show off the top of her lacy bra, and spent a few minutes teasing her hair out, even making use of some confiscated make-up to ensure her lips truly popped.

“There you go,” she had told herself before walking into her last period for the day. “I’m one sexy ... what’s the term the kids are using these days? MELF? I’m one hot melf.”

As Mrs. Winter began lustfully educating the class on the ways of sex, Anthony found his eyes roaming up and down her body. He wondered how this was going to relate to the wars they’d been studying early earlier in the week.

He’d always had a slight crush on Mrs. Winter, and had thought of her as he stroked his cock the previous night. This seemed so out of character ... he couldn’t believe how hot it was.

Kristine was well aware of her students’ attention. Every boy in the class was goggling at her, causing her to flush. Even Marcus (the recipient of Nadine’s ministrations) was unable to take his eyes off the teacher’s prominent curves.

For the first time that day, she was confident that she was going to be able to do what was best for her daughter: take one of the studs from her class into her office, and get fucked hard against her desk.

“Wars, empires, conquerors - ultimately, it all comes down to two things: men wanting pussy, and women wanting to give it to them. Nadine - what were we learning about last week?”

“Napoleon, miss,” Nadine replied with a blush, her hand continuing to work on the cock of her boyfriend.

“Napoleon. Exactly.”

As she taught, Mrs. Winter was mentally making a list of possibilities. Nadine’s boyfriend was off the list - he was fit, muscular, handsome, and would almost certainly be able to get hard again once Nadine was done - but she wanted someone **really** worked up, someone who would be able to pound her until it got dark.

“Now, who can tell me why Napoleon put so much effort into conquering Europe?”

Anthony hesitantly put his hand up.

“Tony! Yes?”

Being called Tony was one of Anthony’s pet peeves, but he didn’t much feel like correcting Mrs. Winter at that moment.

“Because he was short?”

Tapping a pen against her lips, Mrs. Winter shook her head and tutted sadly.

“A common theory, but no - Napoleon was average height for his day. Rumors of his small stature were spread by his enemies in an attempt to discredit him.”

Another boy in the class put his hand up.

“David?”

“He was obsessed with leaving his mark on the world?”

Mrs. Winter smiled, her hand casually running down her side, drawing the entire class’s attention to her ass. She suddenly realized that her ass wasn’t given nearly enough notice. Men were always so obsessed with boobs and legs but Kristine knew that her ass was one of her hottest features, and hoped that she’d be able to find a student to give it the appreciation it deserved.

Marcus was unable to stop himself from groaning loudly as he watched Mrs. Winter gave her ass a small-but-firm spank.

“Sorry David, not quite right. The answer should be obvious...”

She paused, and David responded slowly, as if in a trance.

“Sex?”

“Exactly!”

Blowing David a kiss, Mrs. Winter leaned back on her desk, arching her back and showing off her breasts.

“Power is sexy. Nadine...”

Startled, Nadine looked guiltily at her teacher.

“Yes miss?”

“Do you think Marcus is attractive?”

“Of course I do,” Nadine replied. A part of her was worried that the question might a trap. The rest of her desperately wanted to continue pleasuring her boyfriend; Mr. Foster’s words were ringing in her ears - **Any time you can give your man pleasure, it’s your duty to do so. Anyone who tries to stop you is simply sad - if possible, cheer them up by sharing your sexual skills...** Only one of her teachers had objected to Nadine pleasuring her boyfriend in class - Mr. Richards, a first-year. She’d only barely managed to calm him down - she’d fallen to her knees in front of him, and started blowing him, sexually transmitting Mr. Foster’s advice in the process.

Mrs. Winter was her first female teacher for the day, and Nadine wasn’t sure if seducing her would be quite as easy ... but if it came down to it, she was willing to try.

Fortunately, Mrs. Winter didn’t seem to care what was happening under the table. She was clearly aware of it, but hadn’t so much as thrown them a disappointing look. Nadine wondered if she could get away with doing more than just jerking Marcus off... 

“Now, class, why do you think that is?”

There was a brief murmur of discussion. Mrs. Winter slowly crossed and uncrossed her legs, bringing everyone’s attention back to the front of the room.

“Yes, Alexander?”

“Because he’s hot?”

There was laughter at the scrawny boy’s admission, and Mrs. Winter mentally noted that Alexander wasn’t quite what she was looking for; not confident, not manly enough.

Also, probably gay.

“Try again. Marcia?”

“Because he’s got a nice cock?”

Marcia’s answer was also met by laughter, but she didn’t seem to care - she just continued to stare at it blissfully, Mr. Foster’s words reminding her how hypnotic she found a man’s member, how she’d do anything to get to see one ... taste one ... feel one entering her.

“Wrong.”

Anthony raised his hand. He didn’t know what was going on - the classroom was more closely resembling a wet dream than a place of learning - but he was happy to go along with it and see what happened.

“Tony?”

“Because his Dad’s the principal?”

“Exactly!”

Mrs. Winter beamed at Anthony’s response, not even realizing one of her hands was casually toying with her nipple through her shirt. She wished she hadn’t worn such a dowdy bra - it was black and lacy, but didn’t do nearly enough to show off her breasts. She’d have to go shopping for some new lingerie over the weekend.

“So why is that attractive?”

“The prestige?” Anthony guessed.

“Close,” Mrs. Winter replied, still smiling. “The **power** \- now, who can tell me why Napoleon conquered Europe?”

Every hand in the room went up, including (to Marcus’s dismay) both of Nadine’s. It took her a few seconds to realize what she’d done, and in apology she slipped down to her knees, wrapping her lips around her boyfriend, casually fellating him while keeping both of her hands raised.

“Marcus?”

“Because...”

Marcus was having trouble focussing. He’d been right on the verge of orgasm before Nadine had abruptly left him hanging, and his rhythm had been thrown when she’d switched to oral stimulation.

“Power?”

“That’s right,” Mrs. Winter beamed, slightly annoyed he wasn’t available. She’d love to be held up by his muscular arms, fucked into the wall as she wrapped her long legs around his chiseled torso... **Ah well,** she told herself. **Plenty more fish in the sea.**

“Now,” she said. “Pull out your textbooks - we’re going to revisit the great conquerors.”

For the next forty minutes, Mrs. Winter shared new and erotic details about famous figures of history and how sex had driven their every action: how Napoleon invaded Spain just to keep his wife wet, how Alexander’s empire was founded to ensure he got more pussy, and how every woman in history had flocked to the men with the biggest armies, the strongest ambition, and - most importantly - the greatest power.

The class was distracted briefly when Nadine’s lust overtook her and she began riding her boyfriend, Marcia uncontrollably licking his cock every time it was visible, but Mrs. Winter’ attempts to regain their attention by unbuttoning the rest of her shirt proved very effective.

The lesson only paused briefly when the three simultaneously came a few minutes later.

As she came up with a simple formula to estimate the cock size of important generals, Kristine began to mentally shorten her list of potential male suitors. She was looking for a very particular physique, but even eliminating the fat and weedy kids, there were still a sizable number of candidates, so she raised her standards.

Any time a student hesitated to answer when called on or got a simple question wrong, they were crossed off her list - she felt good, knowing that she was channeling her lust into becoming a better teacher. If she fucked the best student in the class, she knew it would be a great incentive for the rest of them to try harder.

By the end of the class, the list was down to two - Anthony Marsters and David Greenwalt - and Mrs. Winter was down to nothing more than her bra, panties, and stockings. The only person wearing less than her was Kimmy, an Asian student in the back row who had also spent the class slowly undressing. For the second half of the period, she’d sat naked and spread-eagled, playing with her exposed pussy as she watched Mrs. Winter walk back and forth in front of the blackboard.

Kristine dismissed the class as the bell rang, smiling as she noticed them pair off before even leaving the room. Marcus had his arms around both Nadine and Marcia, and a flock of boys surrounded Kimmy as she left her clothes under her desk.

After the show she’d just given them, Mrs. Winter knew she’d released a class of horny teenagers into the world. “Be safe!” she called after them, fully aware that they’d be too horny to heed her warning.

Anthony and David, however, stayed behind.

“Now, boys,” she said with a smile. “I’m sure you’re wondering why I asked you to stay back...”

David had been in her classes for a few years now, but for some reason she’d never really noticed him before - or at least, not as much as she was noticing him today. On some level, she must have observed his growth since they’d first met, but for some reason the true potential of his large arms, his strong back and his muscular legs had never occurred to her ... And Tony. When he’d joined the class the previous week, she’d noticed how easily distracted he was - while the other students put their head down and worked through it, he’d jumped at the loud roar from the school’s basement. He’d also been the only one to question why they were being sent home early one day, and what the mysterious fog was which had filled the rest of the buildings.

More relevantly, he was a stocky lad, with the body of a weight-lifter.

**Yes,** Kristine thought to herself. **It’s going to be a tough decision...**

* * *

As Kristine was weighing up her options, her daughter and friends were all busy as well. Brandi and Lily were waiting for Michael, Duncan was checking out boys in the locker room, Michael was fucking two busty best friends, and Nicolette was patching things up with an old friend.

After her morning tryst with Lily had been interrupted, Nicolette had spent the rest of the day insatiably horny, Mr. Foster’s instructions swimming through her head.

**Cast your net wide ... it’s God’s will.** He’d taught her so well ... he’d shown Nicolette was her true purpose was. She shivered at the thought. God had chosen **her** to be the bearer of his soldiers. She had to get pregnant - she had to fuck as many men as she could. It was her purpose on the planet.

And it got her so hot.

Remembering what she’d been taught, Nicolette had masturbated twice that morning. She’d considered finding Lily just to get off again, but eventually talked herself out of it.

**It’s not right,** she thought, even as a thrill ran up her spine at just how not-right it was.

Just like Brandi’s mother, Nicolette had spent the day evaluating potential candidates. And, just like Mrs. Winter, Nicolette was overwhelmed by choice - there were just so many hot boys at the school, and she wanted her first time to be special.

Her first time after Duncan, she corrected herself. She loved Duncan, and for some reason that meant he didn’t really count.

Finally, she had decided to start with her ex-boyfriend, the quarterback of the football team. She arrived at the field just as practice was wrapping up, delightedly watching all of the strong, virile men running up and down the field. She was so lost in her fantasy of fucking all of them one by one and not knowing who the father of her baby was that she barely even noticed Duncan waving at her before disappearing into the shower with the rest of the team.

She waited outside, greeting her ex-boyfriend with a smile as he exited.

“Stewart!” Nicolette said warmly, ignoring his confused look and wrapping her arms around him. His hair was wet, and though he’d washed most of the sweat off, he still smelled of **man**. “How have you been?”

“Nicolette.” he replied coolly, and the cheerleader pursed her lips.

“You’re not still mad are you?”

He had good reason to be mad. Nicolette had broken up with him the day after Valentine’s Day - the day after he’d spent more than a month’s allowance on her present - a gorgeous white gold ring ... which she’d kept.

What’s more, she’d told him that it ‘wasn’t him’, it was just that she ‘wasn’t interested in dating a football player’. Six months later, of course, she’d announced that she and Duncan were seeing each other.

Duncan! She knew that it must have been like rubbing salt into a wound. One day he’d been a nobody, a nerd only notable for being one of the school’s few black students ... the next, he was a football player dating one of the hottest girls in the school.

Stewart had never retaliated - he’d known it would be bad for the team - but Nicolette knew that he’d always resented Duncan and hadn’t forgiven Nicolette for her betrayal.

As Jeff hurriedly brushed past the two, Nicolette turned on the charm. She reached out her hand and flirtatiously brushed it along the quarterback’s cheek. As she did, he couldn’t help but notice her arms were surprisingly muscular.

“Have you been working out?” he asked, confused, but she just smiled and tried to giggle.

“No, silly,” she said. “Can we talk?”

With a roll of his eyes, Stewart agreed to hear whatever it was she’d tracked him down to say. Grabbing her by the arm, he marched her away from the locker room door that Duncan would be exiting from in just a few moments.

A thrill ran up Nicolette’s spine at Stewart’s forceful manner, although the further from the school they went, the more doubt entered her mind. What was she doing? Did she really want to reconcile with her ex? She loved Duncan ... But the counsellor’s voice continued to echo around her head, and when Stewart led her to one of the groundskeeper’s sheds on the perimeter of the school, she smiled.

She was doing God’s work.

Without a word, Nicolette dropped to her knees and began to unbuckle Stewart’s pants. He gawped at her, flustered.

“Nicky!”

She hated being called Nicky (as he well knew) but she was so eager to please that she didn’t even correct him.

“What the hell are you doing?”

“All the time we were dating,” she replied, looking up at him with her big brown eyes, perfectly framed by always-immaculate hair. “I knew what you wanted ... I just didn’t want to give it to you. I think I owe you...”

Stewart knew he shouldn’t be objecting - he was about to get head from the school’s biggest (and hottest) prude. But his sense of loyalty overpowered his lust, and he spoke up again.

“But ... what about Duncan?”

What **about** Duncan? Nicolette paused in tough. Didn’t she love her boyfriend? Of course she did ... She just loved God more.

With a smile, she didn’t even bother responding to Stewart, instead wrapping her lips around his cock and beginning to fellate him with an enthusiasm Stewart had never encountered before. As she did, some of her new ideologies began to flow into him as well.

**God gave Nicolette this body,** he realized. **And it’s our duty to make sure she uses it - that she brings more children into the world.** Stewart had never really thought too much about religion before, but the longer Nicolette went down on him, the more sure his convictions became.

**Her body wants children - it knows what’s best, and it wants to be knocked up.** **And it’s my job to help her.** Nicolette was delighted when Stewart took over - as much as he was enjoying her oral efforts, he knew they were here for a greater purpose. Nicolette had to spread her seed, and it was his duty to do whatever he could to knock her up.

With a smile, Stewart stood her up and practically ripped her clothes off. He’d dreamt of seeing her body for so long ... but the actuality of it was nothing like he’d expected.


	Chapter 16

It hadn’t been hard for Mrs. Winter to convince the boys to take their clothes off. At first, they’d been uncomfortable with the idea of doing it around each other, but at the promise of a ‘reward’, they were scrambling to strip. She had two naked young bucks standing in front of her almost instantly, desperately trying to avoid glimpsing the other’s exposed junk.

“Good-sized cocks,” she muttered to herself, struggling to make a decision. She pinched David’s ass firmly, and the young man jumped in shock. “Great tone... 

“This is going to be tricky.”

Anthony and David didn’t want to do anything which would risk the fantasy ending and so they awkwardly stood as Mrs. Winter took a hard cock in each hand and pondered her options.

“I’ve got it,” she finally said with a smile, mischief dancing behind her eyes. “Kiss.”

After a few seconds of confused silence, Anthony was the first to respond.

“Each other?” he said hesitantly, and Mrs. Winter nodded.

“No way!” David said, a sinking feeling in his gut. He knew the opportunity of a life-time was in front of him ... but he couldn’t do it. He couldn’t press his lips against another man’s, even knowing what was at stake.

“I’m in.” Anthony replied coolly. He still didn’t understand what was going on, but he’d do **anything** to spend more time with the topless teacher in front of him.

“You can go,” Mrs. Winter said to David, clicking her tongue as he bent down to pick up his clothes. “I’ll keep those,” she added sternly, and - unwilling to disobey a teacher - David just nodded as he sadly left the room.

It wasn’t his lucky day; had he turned right instead of left, he would have encountered a horny Lily, prowling the halls, looking for someone to fuck. Instead, he ran for his locker, where he knew he had a spare letterman jacket.

“Now...” Mrs. Winter said, her attention wholly focussed on Anthony. “Tony, step into my office.”

“Anthony,” he said firmly, and a spark of excitement entered his teacher’s eyes.

“Anthony,” she drawled, grinning with delight as his cock pulsed.

This was going to be fun.

* * *

A chill came over Nicolette as her ex-boyfriend stared at her body. She’d been expecting a much more enthusiastic response - lust, passion, arousal. He was finally seeing her naked, something they both knew he’d wanted for a very long time.

Instead, he looked ... bewildered. Disgusted, even.

Nicolette looked down, unsure of what his problem was. Each orgasm had further altered her body - her muscles had grown more pronounced, her breasts had flattened, and some veins had even become visible. She was starting to resemble a female bodybuilder, and the young cheerleader loved it.

**I look great,** she thought, confused. **What’s his problem?** She continued undressing, taking over where Stewart had left off, hoping he would enjoy the grace of her movement, the new breadth of her shoulders, the way her thigh muscles met right below her pronounced pussy-mound.

What wasn’t to love?

Stewart, however, looked revolted and conflicted - he knew that he had to do the Lord’s work and fuck a baby into Nicolette, but his erection was already starting to wither. When he’d imagined his girlfriend naked, he’d pictured a slim, busty girl - not the muscular monstrosity who stood in front of him.

“Do it,” Nicolette hissed. “Fuck me...”

In an attempt to turn Stewart on, she flexed, showing off how incredibly toned her body was. There wasn’t an inch of fat on her - Nicolette knew her body would be perfectly fit to carry a child, and couldn’t understand why Stewart couldn’t see the same.

In response, Stewart just nodded and shut his eyes.

For the second time in twenty-four hours, Nicolette was being fucked by someone without even the slightest bit of sexual attraction to her. For the second time in twenty-four hours, she was completely unaware of this and loving the experience - her new muscles meant she could clamp right down on a cock, although Stewart’s surprised scream of pain told her she needed to refine that particular move.

As Stewart fucked her against the groundskeeper shed, Nicolette bellowed and grunted in joy. She grabbed his hand and brought it to her hard breast - he tried to resist, but she quickly overpowered him, rolling her head back with joy as he started unwillingly tweaking and pulling at her nipple.

The fireworks went off and Nicolette came, the walls of her cunt gripping Stewart’s cock tightly.

She was in heaven.

As her orgasm subsided, Nicolette began using her powerful legs to move her entire body up and down, trying to give Stewart as much pleasure as she could.

“Come for me, baby,” she said, her voice deep and husky. “Come inside me. Come inside Nicky...”

Stewart closed his eyes, but it didn’t matter. Everything about Nicolette repulsed him, and soon his erection had completely deflated.

“I can’t do this...” he muttered, and Nicolette glared at him, angry and confused.

“What??”

“I already came,” he lied, pulling his pants back up as Nicolette reached between her legs for a taste.

“No you didn’t!” she said, after swishing her own juices around her mouth for a few seconds, and in response Stewart began to run.

“Come back here!” she yelled, and ran after him, easily catching up with him. “Come back here and fuck me!”

“You’re a freak!” Stewart cried out, stopping Nicolette in her tracks. She fell to her perfectly-chiseled knees, naked in the middle of the football field, hurt and bewildered.

A freak? What was he talking about? She was a perfect specimen of woman - fit, and ready to bare children. She was horny - even though she’d already cum, her own orgasm was quickly becoming incidental. Her arousal was fuelled by her desire to get knocked up - she wanted a baby fucked into her.

She wouldn’t be sexually satisfied until it happened.

Nicolette sat on the soft grass, idly playing with her pussy as she mused on Stewart’s odd behavior. Almost five minutes passed before she could muster up the energy to return to her clothes. As she got dressed, she noticed that her orgasm had caused even more changes to the shape of her body - her breasts had shrunk again, more closely resembling pectoral muscles, and her abs were now clearly visible.

**He must be crazy,** she thought, sitting down on the grass once more. **I’m a freaking hottie.**

* * *

Anthony smiled as his teacher slowly pulled her panties down, revealing the last of her body. His excitement was visible and Mrs. Winter couldn’t help but shiver with anticipation.

It felt like it had been forever since she’d had a virile young teen inside her.

She couldn’t wait.

Slowly, cautiously, Anthony stepped towards her. He was nervous, but also wanted as much time as possible to drink in the sight of his naked teacher, practically vibrating with need. He’d imagined her body before, but it had never been this ... perfect.

“Suck me,” he finally said, trying desperately not to mumble. Something told him Ms. Winter would enjoy being dominated, but - a virgin himself - Anthony wasn’t really sure how to achieve the effect.

His command seemed to have worked, and Anthony’s MILF teacher instantly dropped to her knees and lovingly took his cock into her mouth.

The teenage boy’s eyes rolled back in pleasure ... her mouth was so **warm** , so **wet** , so beautifully talented. He had no idea of the specifics of what she was doing; all he knew was that it felt amazing, like she was sucking his soul out through his dick. At this rate, he knew it would be mere minutes before he came.

As Kristine worked on the eager student standing naked in her office, she couldn’t help but revel with pleasure - what they were doing was so **wicked** , but at the same time so **right**. This was what a good mother did, she reminded herself. This was for Brandi, for her beautiful daughter ... but of course, that didn’t mean she couldn’t get some pleasure out of it as well.

Some of Mr. Foster’s instructions spread to Anthony as his gorgeous teacher fellated him, and he slowly realized his youth and inexperience wasn’t a drawback - it was a benefit. He was at his sexual peak, and that meant he was able to get it up over and over and over again, all thanks to his beautiful hairmones.

Hairmones? The word puzzled him, but he was quickly distracted as he felt his orgasm beginning to approach. He didn’t treat Ms. Winter delicately - he acted like a man, controlling her, taking the lead, instinctively knowing she’d love it.

Grabbing her hair, he started to roughly fuck her face. His teacher moaned with pleasure.

Her hand frantically rubbing between her legs, Kristine Winter got herself off, reaching orgasm at the same time as her young student came inside her mouth. Swallowing down his fertile seed, her legs twitched as pleasure swept over her whole body.

When her orgasm finally finished, she brought her fingers up to her mouth and licked them clean, enjoying the shocked look on Anthony’s face as she did.

“Wow,” the young student said, stepping backward and leaning against the desk. “That was ... wow.”

Mrs. Winter smiled.

“It doesn’t have to stop there, you know.”

**Ah, youth.** she thought as Anthony’s cock immediately began to rise in response to her suggestion. He’d just cum moments ago, and he was already able to go again. **I don’t know how I ever lived without them...**

* * *

No sooner had Nicolette put her clothes back on when she saw a strange sight - Brandi Winter, Protector of the Gateway, walking toward her wearing nothing above the waist but a bra and a sad face.

Nicolette would typically have taken this opportunity to make a snide comment ... but for reasons she couldn’t explain, she knew she had to do something different, something more: She had to help her friend.

Lily was there too, her arm around Brandi’s waist, her make-up smeared and her eyes occasionally glancing at Brandi’s exposed bra. She stood up as they approached, making Brandi jump in shock.

“Oh,” she said with a tired sigh. “You.”

“Don’t be like that,” Nicolette said, a pout on her face. “After all we’ve been through, don’t you think we’re past the petty rivalry?”

Brandi closed her eyes in exhaustion. After the day she’d had, the last thing she wanted was an oddly-athletic Nicolette trying to be friends.

She mentally began counting to ten. At seven, she stopped - she had to admit, Nicolette had a point.

“Sorry,” she said sincerely. “It’s just ... it’s been a big day.”

Nicolette accompanied the two as they walked away from the school, glad for Brandi’s presence - it felt like it was the only thing stopping her from ripping Lily’s clothes off and making love to her right there in the football field.

As they jumped the fence and crossed a busy road near the school, however, Nicolette realized the urge was slowly fading. It was still there, but the further they travelled, the less intensely she felt the need to lock lips with the redhead.

**I wonder why that is?** she pondered, before glancing over and realizing Lily’s breasts seemed smaller than they had just a few minutes ago.

As Nicolette puzzled on this, Brandi told her new ‘friend’ exactly what kind of a day she’d had. Nicolette tuned back in and realized she had the perfect solution. As soon as Brandi’s tale of woe finished, she offered her advice.

“Mr. Foster?” Brandi repeated, a confused look on her face.

“I swear, he’s amazing. I was having some issues with Duncan, and he **really** helped. I know he’ll be perfect for you too. Trust me!”

Had Brandi been more alert, she would have detected the strange desperation in Nicolette’s recommendation. But she was bruised, exposed, and more tired than she’d been since the previous year’s final battle with the coven, and so instead of rehashing the counter-arguments she’d given Lily, Brandi just accepted Nicolette’s suggestion.

The three of them discussed relatively tame subjects until they finally reached Brandi’s house a bit over half an hour later. Brandi apologized for not inviting them in, and headed upstairs to run the hot bath she’d been dreaming of since leaving Michael’s apartment.

As soon as Brandi left, Lily and Nicolette froze. While the pull wasn’t as insistent as it had been previously, it was still present, and they slowly gravitated toward each other until their lips were locked and their hands exploring each other’s bodies.

**Yes,** Nicolette thought as she reached up Lily’s shirt. **Definitely smaller ... how odd.** Lily, meanwhile, was delighted by everything her groping hands encoutered. It was as though Nicolette’s entire body had changed - the cheerleader was almost as muscular as the Jackson twins, and they were both star athletes.

After a few minutes, however, both girls were surprised to discover neither of them felt like taking it much further. The attraction was undeniably there, but they’d both had more than their fair share of sex that day, and - for the first time since Nicolette’s visit to the counsellor’s office - were able to resist their urges, and pull away.

“That was nice,” Nicolette finally said, a shy smile on her face. Despite sleeping with two guys, she hadn’t truly felt **wanted** since the last time she and Lily had hooked up, and she realized that she’d missed it.

If only Lily could knock her up.

“It was,” Lily agreed. Exploring the changes to Nicolette’s body was an extremely sexy - and tempting - idea, but she knew it could wait. “I’ll see you tomorrow, yeah?”

“Of course.”

The girls left in opposite directions, each thinking fond thoughts of the other, while Brandi slowly lowered herself into a hot bath, wondering if she could truly justify another night away from the graveyards.

**It’s only two nights,** she thought as she lowered herself into the tub. **And if I see Mr. Whatsit tomorrow, I’ll be right as rain, ready to take down the demons of Antioch...**


	Chapter 17

There were dark rings beneath Mr. Foster’s eyes. Standard for a demon in their home realm, but strange and unsightly in the mortal world.

He’d been up half the night, plotting for the day ahead.

It wasn’t until five am that he’d managed to get some sleep. Nowhere near the full eight hours he needed, but enough to refresh his powers. Certainly enough for one victim ... even if she **was** the Protector.

At nine, her request for a meeting had come in. He’d scheduled to see her right before lunch.

After their appointment, Mr. Foster knew he’d be hungry.

* * *

The previous night, Brandi had been surprised to discover her mother still wasn’t home when she got out of the bath. Kristine sometimes worked late, but no more than an hour or so.

Finally, almost two hours later, Brandi’s mother staggered through the door, a huge smile on her face.

“Mom?”

“Oh, hi honey.”

“Where have you been?”

“Tutoring,” her mother replied, unable to stop herself from grinning. She’d been so proud when she’d thought of how she was going to explain her lateness. If only she’d been able to deliver her excuse with a straight face.

Even away from the school’s influence (which gave her complete confidence in the morality of her actions), the endorphins from her dalliance with her new favorite student were still rushing around Kristine’s body, and she stood for a few seconds with a huge grin on her face before turning back to her daughter.

“Shouldn’t you be ... out?”

Brandi’s supernatural activities were never directly spoken of, and there was always a brief moment of awkwardness when her mother obliquely brought them up.

“I’m having a night off,” Brandi said, still viewing her mother with suspicion. “Going to bed soon - just wanted to make sure you’re okay.”

“Okay darling,” Kristine said absently, smiling as she remembered her afternoon. Ah, youth ... Anthony had taken her every way she could think of, and then some. He’d cum and cum and cum again, and it had never slowed him down at all. It was almost sad that she couldn’t share the details with her daughter - she was, after all, doing it for her.

“Oh!” she exclaimed, interrupting Brandi’s movement up the stairs. “I’ll be home late tomorrow as well.”

“Why?”

A satisfied smile spread across Kristine’s face as she answered.

“More tutoring.”

* * *

As Brandi entered the counsellor’s office, her worry was clearly visible on her face. Mr. Foster forced himself not to freeze up - if he did, it would only raise her suspicions even more.

He had no way of knowing Brandi’s concerned look was due to her mother’s actions the previous night, and that she still didn’t suspect anything of him.

“So...” she said awkwardly, sitting down in front of him, glancing around the room. It was spotless - Mr. Foster had been sure to hide anything even remotely suspicious. The crux of the demons’ plan depended on the next few minutes.

He really wished he’d gotten a little more sleep.

“Brandi, isn’t it?”

“That’s right.”

The trouble was: while the weaknesses of the human race were well-known in the demon realm, the exact limitations of Brandi herself were not. Would she instantly be aware of any changes made by a demon? Would she be impervious to Mr. Foster’s efforts?

He’d read every mortal and demonic source he could get his claws on, but there were still so many holes in his knowledge.

With a gulp, he decided all he could do was try.

**Stick to the plan.**

“Brandi, I’ve been thinking about your case.”

“Oh?”

She eyed him with suspicion, but he continued glibly before she could reflect on it too seriously.

“Your boyfriend, Matthew... -”

“Michael.”

Mr. Foster tried not to smile.

“Of course, yes. Michael.

“He’s ... he’s not my boyfriend.”

“Right, yes. How did things go yesterday?”

As Brandi sighed and began telling him the scarcest details, Mr. Foster leaned forward. This was his chance. His mental feelers were out, hovering around the edge of the teen girl’s psyche, and he could feel her emotions wavering as she focused on her story. If he delved just a little further, he’d be able to see exactly what happened, not just the outline she’d chosen to share ... but it wasn’t worth it. Hearing the details of the Protector’s lovelife wasn’t vital enough to risk everything.

As she finished her sad tale, he saw his window. He had one shot, and he was going to take it.

“It’s you,” he said, and Brandi stared at him in shock.

“I beg your pardon?”

“It’s you. That’s why he rejected you - you’re somply not good enough.”

Brandi reeled, speechless, and Mr. Foster launched everything he had at her. Without moving his physical body even an inch, he delved into the centre of her mind, hoping he was moving fast enough to bypass her defenses, He put all the force he had into quelling any and all of her resistances and suspicion.

The result was unusual, even when compared to other recent events that Mr. Foster’s office had witnessed.

The Protector’s eyes glazed over for a second as his efforts took hold. Mr. Foster could sense a part of her he couldn’t reach - an untouchable part of her brain, presumably linked to her powers. He was curious to see what that area held ... but first, he had a job to do.

When Brandi had entered the room, she’d been stressed and sad, but there had still been a spark in her. His attack had managed to snuff it out completely. Not forever, but for at least the next few moments, Brandi had absolutely no fight in her. She slumped in her chair - without any ability to resist, she was forced to accept Mr. Foster’s word as the absolute truth: She wasn’t good enough.

Mr. Foster kept his distance for a minute, simply observing as his words resonated throughout Brandi’s entire being. Finally, she looked up at him, a hollow look in her eyes, and simply repeated his statement.

“I’m not good enough for him.”

It wasn’t even a question; it was a sad acceptance of an undeniable truth. Mr. Foster breathed a sigh of relief. This one change to her psyche seemed to have worked - rather than tempt fate, he decided to stick with that for now.

“That’s right. Although, if we’re being honest...”

He paused, attempting to look hesitant, completely unaware that his nostril was uncontrollably twitching. Brandi leaned forward - she didn’t care about his unusual facial tics, she just needed to hear more, to know more. Her world had just been rocked, and the more information she had to deal with it, the better.

“ ... you never really were.”

If he had a soul, at least one of Mr. Foster’s hearts would have melted at the look of total despair which crossed Brandi’s face. She had no choice but to completely agree with him; the sudden realization of her true worth was devastating. As it sank in, the sadness in her eyes grew.

Confident he’d effectively laid the groundwork, Mr. Foster pressed on.

“Look at him - he’s tall, handsome, well-endowed...”

Brandi was too busy drinking in the counsellor’s words to even question his unexpected knowledge.

“You don’t deserve an adonis like him. He’s perfection in human form, and you’re ... well, you’re just rather plain-looking, and quite a bit somple, aren’t you?”

**I am,** she realised. **I’m somple ... simple. I’m completely undeserving.** As he spoke, Mr. Foster took the chance to begin altering Brandi’s clothes. Gone were the jeans and shirt she’d entered the room with, emphasizing her thin frame, her gorgeous long hair. In their place, he dressed her in slightly drab overalls: they hung slightly loose, but that would change soon enough.

He didn’t draw her conscious attention to the changes, not yet. Her new, relatively plain outfit would affect her subconscious, and that was good enough for now.

“You’re never going to be one of the popular girls, and you’re certainly never going to be the girlfriend of a popular guy, so why even bother? Why not set your sights a little lower - nerds, losers, outcasts. They’re just as horny as everyone else.

“You might not be as smart as them, or hot enough to date, but you can at least give them the release that they need.”

Brandi wrinkled her nose, confused, and Mr. Foster mentally swore. He’d gone too far, too fast - he was used to tweaking them mentally as he spoke, and hadn’t thought carefully enough about what he was saying.

“Tell me,” he said, going into counsellor mode, desperately fishing for something to distract her, “tell me about how Michael made you **feel**.”

Brandi obediently began detailing her newfound self-esteem issues, and Mr. Foster took the opportunity to delve back into her mind.

He was surprised at how immediately his words had affected her - of course, the demon realized, he **had** been feeding off the insecurities which had already been building for a while. Michael’s behavior had really affected her, and he patted himself on the back for how expertly he’d manipulated the young couple.

In his brief time on Earth he’d already learned that all human teenagers were only a few tweaks away from complete self-loathing.

As Brandi prattled on about hating her body and not feeling like she was good enough, he nodded sympathetically, while tentatively probing the protected part of her mind. It wasn’t easy to see what was behind the psychic barrier, but he was in his own office, and hadn’t manipulated anyone else that day.

Mr. Foster’s abilities were at their most powerful; after ducking and weaving around the edges, he started to detect exactly what was sealed off.

Her powers, first and foremost. It made sense - if a demon could take away the Protector’s powers simply by entering her mind, she wouldn’t be able to Protect. Her strength, her healing abilities, even her demon-sense: they were all shielded, far beyond what he could affect even at full strength.

As well as that, her memories. He could adjust her feelings, he could alter her perceptions, but he could never tinker with her knowledge of the past. Good to know.

Finally, and most subtly, he couldn’t remove her **desire** to be the Protector. If it changed naturally, so be it, but no outside influence could convince her being the Protector wasn’t something she wanted.

It was this which gave him pause, and his mind worked furiously (as his body offered all the comforting “uh huh”s a teenage girl could need).

Mr. Foster needed to ensure she never discovered his true nature. If she even suspected something of him, he was finished. It would be a memory he could never erase.

And **that** , he reluctantly admitted, meant he couldn’t have sex with her. She’d been sleeping with Michael for months now - if he used her body for his pleasure, as he was dying to do, he ran the risk of being found.

He needed to abstain. Until the crucial moment, of course.

Otherwise, it seemed that he could mostly follow the plan his brethren had decided on half an eon ago. He couldn’t alter her memories into thinking she’d worn a different outfit to school that morning, but he could distract her so much she simply wouldn’t care. And as long as he avoided anything affecting her physical strength, he could change her body - he just had to avoid doing anything abrupt, anything that would attract attention.

With a smile, Mr. Foster cut the teen girl off. She fell silent immediately - a natural submissiveness seemed to have arisen from the realization of how stupid and worthless she was.

God he wanted to fuck her.

She stared at the counsellor deferentially as he spoke.

“Brandi,” he said, his dark voice softly gliding across the room, “you’re tense. You’ve been trying too hard to impress someone you don’t deserve. Relax. Aim for the low-hanging fruit - if you find yourself needing a release, find someone attainable, someone who would go for someone ... like you.”

As he spoke, Mr. Foster’s hands twitched under the table. He mentally reached for Brandi’s libido, turning it up. Way, way up. While she was in his office (and, to a lesser extent, within the school grounds) she’d find herself constantly aroused. At the same time, he slowly began dimming her intelligence. The demon didn’t want to risk affecting it directly (in case it was a protected power) and so instead he created a fog, a new and ever-present cloud that would be constantly interfering with her brain, making her slower, less able to recognize patterns.

Her libido and intelligence would subtly drift in opposite directions until she was stupid and horny all the time. Just like her mother, she’d be constantly looking for people to fuck, people to take care of her needs.

While he was tweaking, Mr. Foster decided to also made her highly orgasmic, to ensure she kept going back for more (and more, and more, and more... ). She’d probably try to hold out for a few days, resist her new urges, before finally folding and fucking some chump silly.

And just to make sure the cycle continued, he added a command which would only trigger after sex - once the guy came, Brandi would feel overwhelming shame. It would enforce her feelings of worthlessness ... which would turn her on, perpetuating the loop.

Within days, Brandi’s self-esteem would be in the toilet ... which, in turn, would make her hornier than ever before.

He’d done his research into what kind of girls were considered the most attractive around the school, and Brandi was “Hollywood hot” - stick-thin (although her duties as the Protector had made her spry) with long, shapely arms and legs. Her hair was blonde, wavy, and fluffed up to a size that even the demon from another realm thought was unnatural. A quick mental probe into Brandi’s memories confirmed what he’d suspected - her breasts were small and pert, and her regular exercise had left her with a small, flat butt.

In her current state, she was classy (if not overtly sexy), resembling the typical trophy wife or film actress.

Mr. Foster smiled.

He couldn’t make changes that were **too** obvious, for risk of raising her guard. But he could tweak; he could implant a desire to avoid looking at her naked body out of shame, or even a slight revulsion. By the time she checked herself out again, she might think she was misremembering her own physical appearance.

Mr. Foster started chatting lightly about the different kinds of patients he saw most often, making sure to use as many technical words as possible. This served the dual purpose of distracting Brandi, and confirming her new-found feelings of stupidity.

As he did, he got to work.

Her arms and legs he left as they were; those were the body parts Brandi was most likely to notice changes in. Her boobs, however, he slowly plumped. By the time she left his office, she’d be filling her bra slightly more than ever before. By the end of the day, she wouldn’t need to pad her cups at all. Before long, she’d find her bras too uncomfortable to wear.

When she outgrew her current bra-size, Mr. Foster implanted an instruction to stop wearing them entirely. Though he couldn’t confirm it verbally without arousing suspicion, he hoped that his order would stick. If Brandi did buy a new set, she’d outgrow them within a week or two, and he didn’t want to risk anything that would make her suspicious.

Her ass, he knew he could take a few more risks with; as long as it felt the same when she sat down, she was unlikely to spot any changes. Droning on about arrested development, Claparede’s paradox and pareidolia, he began to expand her behind, until her new posterior was round, full, and just begging to be pinched ... spanked... **fucked**.

Brandi didn’t even notice the slight tingling sensations as Mr. Foster’s powers did their work. She just tried to understand what he was saying, feeling dumber and dumber as he droned on. Her spark was beginning to return, however, and she resolved to pay attention - her focus was intense that she didn’t even notice her pussy begin to grow wet, or her increasing awareness of Mr. Foster’s masculinity.

Had she not been so intent to try to understand what Mr. Foster was saying about Freud’s outdated theories, she would soon have begun to daydream, and her mind would have turned to images of herself surrounded by cocks on all sides, licking and sucking and fucking to her heart’s content ... Mr. Foster made some more minor changes as he finished up - Brandi would now find it uncomfortable to look people in the eye, preferring to stare at her own feet. Her eyes, which had been so bright and full of life, were now a dull grey, which served to give her face a slightly vapid, stupid look.

Once he was done, he allowed himself to sit back and admire his own work.

When Brandi had walked in just half an hour ago, she’d been a sprightly warrior in a normal teenage girl’s body, dressed to kill and impress. Now she was hiding her far more slutty form underneath drab, ordinary clothes. Mentally, she’d shifted from sharp and confident to stupid, insecure, and above all - horny. Her self-esteem would impact every part of her life, combining with her new libido to ensure that she slept with anyone she could - anyone who’d take her ... which would, in turn, further lower her self-image.

Perfect.

Brandi thanked him as he finished his spiel. As she sadly stood up to leave, she was surprised to find herself struggling to keep balance. It was as though her boobs had grown ... but no, that didn’t make any sense. More likely she just hadn’t noticed how fat they were. Not surprising. She felt like she’d be lucky to notice anything. Thinking suddenly felt so ... so **hard** , and even wondering why she was struggling to think was a challenge.

She sighed as she walked out of the counsellor office, too distracted (as Mr. Foster had hoped) to notice she was in a completely different outfit than the one she’d entered in.

All kinds of new thoughts were running through her head: no wonder she’d never had a boyfriend, she wasn’t good enough for anyone. She couldn’t provide them with the intelligent conversation they’d desire, she wasn’t attractive enough for them to show off. She was barely good enough to fuck.

Fuck ... She shook her head. She couldn’t let herself get lost in erotic daydreams. Was that normal? She didn’t even know any more.

Brandi reminded herself that she was the Protector, that she had a job to do. She was born to do it. **Surely** she was good enough ... Standing outside Niles’ door, Brandi took a deep breath. With a forced smile, she knocked, desperately hoping that she would still be able to protect her city, her life, and her friends.


	Chapter 18

Brandi blearily left the library, more confused than she’d been when she entered. Niles was so **smart** , and he spoke so **quickly** and he had such high **expectations** of her... 

It was this last fact she found most alarming. She’d gone in hoping she could just sit and nod as Niles spoke, but he kept asking for her opinion.

And then, worst of all, he’d nod and consider what she was saying. Brandi wanted to scream “No! Don’t trust me!”

But Niles had kept on insisting, and so Brandi had shared her thoughts and opinions about Lily - the strange way she was dressing, the unusual behavior at the party. It had almost been a relief when Niles had outright dismissed her suggestion of “teen hormones” to explain the redhead’s behavior.

“Nonsense,” Niles had said, waving the idea away. “Hormones don’t work like that, else this place would be a non-stop orgy.”

Orgy.

For some reason, the word had stuck in her head.

Orgy.

That was what Lily had been involved in when Brandi had rescued her, after all. An orgy. Or was it a gang bang? The difference seemed important, but Brandi couldn’t work out what it could be. As Niles spoke about possible solutions, Brandi nodded obediently, her mind filling with masses of naked flesh, six guys to a girl, thrusting and moaning and grunting and cumming... 

“Anyway,” Niles said eventually, snapping Brandi out of her trance. “What did you want to see me about?”

“Oh!”

Brandi wondered if her face was as brightly flushed as it felt, or if her sweating was visible. Niles didn’t seem to have noticed anything was amiss, and so after a few seconds of mental scrabbling, she remembered.

“Mom!” she blurted out. “Mom is...”

She trailed off. Her mother had been happy, yes, but ... surely that wasn’t enough to bring to Niles. He was a busy man - far too busy to worry about trifling matters like Brandi’s mother smiling.

The previous day, she’d been so sure it was something Niles would want to hear about, but now ... self-doubt flooded her mind, and she wanted to smack herself for being so stupid.

**Oh no,** Brandi thought to herself. **He’s staring at me.**

Her mind raced - an effort, through the fog - and she remembered the other thing she had to tell him.

“The water fountain!”

“Your mother is the water fountain?”

Brandi’s face somehow managed to grow even redder.

“No,” she mumbled. “The water fountain ... outside the guidance counsellor’s office.

“I found a hex.”

“But we already swept the hallway near there,” he said thoughtfully, before snapping his fingers in triumph. “Of course! Lily was in charge of that section.”

Brandi sat and watched Niles as he excitedly theorized out loud. He was so passionate - it was obvious how much he cared about the teenagers under his ward.

The longer she sat and watched, the more she became aware of Niles as a male. He was so attractive, in an kind, fatherly kind of way. As he strode from one end of the room to the other, Brandi couldn’t help but overanalyze his gait, the strength of his movement. She couldn’t help but wonder what he would be like as a lover - would he be gentle, as he was as a Mentor ... or would he be decisive and demanding, as he was when a threat came to the school.

Shutting her eyes, she was immediately able to picture it - she’d be completely naked, and he would be clothed, of course. He’d tell her to come in, to cover her disgusting body ... but she wouldn’t be able to, there would be nothing to cover herself with. She’d desperately try, using one arm to try to contain her boobs, moving the other between her legs.

And he’d glare at her - that strong, powerful glare that she’d seen so many times before. He’d open her up with that glare, see deep inside her, see the wickedness she was imagining. He’d realize she didn’t want to use her hand to cover up her womanhood, she wanted to stroke it, to make it wet. She wanted to be juicy for him, so when he instructed her to bend over his desk and undid his trousers, he’d slip in with no resistance, and begin to fuck her ... fuck her like she so desperately needed to be fucked.

“Brandi!”

The blonde teen opened her eyes in shock. Niles was staring at her now, that same powerful glare she’d been imagining. She instinctively clamped her legs closed, before realizing she hadn’t been playing with herself - she’d just been breathing heavier than normal.

“Are you okay?”

“Yes,” she muttered, furious at herself. Not just for tuning out in front of Niles ... but for being stupid enough to imagine he’d ever want her in the first place. As if someone like him would ever want someone like her... 

No, if she wanted to get laid, she’d be better off finding someone desperate.

Desperate enough to sleep with even **her**.

For a moment, a confused look crossed Brandi’s face. What a strange thought. Before she could follow it too far, however, Niles had continued, a concerned look on his face.

“Why don’t you get some sleep,” he said, and Brandi felt herself nodding. She didn’t feel particularly tired ... but Niles always knew what he was doing.

He was so clever. So masculine. And **so** far out of her league... 

* * *

As Brandi dozed in the library, Lily was - for the first time in her life - skipping school to go shopping.

She’d woken up in a cold sweat last night, confused and scared. Her memories kept getting fuzzy - names, places, dates ... it was getting hard to tell what was real and what wasn’t.

In a desperate effort to distract herself, she focused on what she knew **was** real. The feeling of Nicolette’s body against hers, the Jackson twins taking her from both sides... 

Even as she felt herself getting turned on by the memory, her confusion refused to abate. Why did she so desperately need to touch Nicolette whenever they were alone? What on earth had prompted her to offer her virginity to a near-stranger ... but no, it wasn’t her virginity. Was it?

And the way she had behaved in front of Niles; at the time, it had seemed so natural. So right. She had wanted nothing more than for him to punish her for being a bad girl, but now... 

Well, it still seemed kind of hot, but she knew it was wrong.

So wrong... 

Without even thinking about it, one of her hands had moved between her legs. She didn’t normally masturbate ... did she? ... but just thinking about how wrong, how wicked and sinful and **wrong** her behavior had been was turning her on, and soon she was biting the pillow to stop her moans being heard throughout the whole house.

As she came, a thought struck her - she didn’t need to use her hands for this. There was equipment ... whole stores full of it... 

She could buy a toy. She could buy a hundred toys.

As Lily’s orgasm peaked, an image flashed into her head of her stuffed with toys - her mouth, her ass, her pussy - half a dozen toys poking out of each possible hole.

Her head rolled back in orgasm and she groaned loudly into the pillow.

**Tomorrow,** she told herself, as she drifted off to sleep. **Tomorrow ... I go shopping.**

And so the next morning she’d walked past Antioch High without going in, as a shiver ran down her spine. She’d never played hooky before. A part of her worried about getting caught, but even that quickly became a little bit thrilling.

Besides - she was exploring, experimenting. Wasn’t that better than anything a day at school could teach her?

Greg perked up as the teen girl entered his store. Normally they arrived in pairs, tittering and looking for the largest dildo they could find, for one prank or another.

This girl was different. For one, she was dressed in the most revealing outfit he could ever remember seeing a customer in; at first he’d thought she was wearing a short white dress, but it quickly became obvious that she was wearing a thin T-shirt ... and nothing else.

Her nipples were large, pink, and clearly visible through the thin fabric. It couldn’t possibly be accidental. Everything about her looked deliberate.

“Can I help you?” he said with a grin.

“Maybe,” Lily said in reply, leaning over the counter, placing her head in her hands and showing off her (newly improved) cleavage. “What have you got?”

For the next half-hour, Greg remained erect. Lily squealed with excitement at every new toy he showed her, and he was surprised to notice her nipples actually get harder than they’d been when she entered.

With each new item she handled, her breathing got heavier; by the time he showed her the range of pocket vibrators, she was so turned on that he could smell it.

“Wait,” she said, wide-eyed and stumbling over her words. “You mean these are designed to stay inside you ... all day?”

“All day.”

“Wow.”

Lily licked her lips. For reasons she couldn’t explain, each toy Greg showed her, each new device, each unexplored sexual idea she was presented with ... they stoked the fire which had been building inside her for the last few days.

She wanted them. She wanted all of them. But her work with the Protector had never left her with time to get a job. She’d brought her limited savings, but it could only buy her a small portion of what she wanted.

Of course... 

Lily turned to Greg, a predatory look in her eyes. He raised his eyebrows - a part of him had wondered if she’d try to make a move, but he hadn’t expected it to be quite so ... blatant.

“Greg,” she pouted, reaching out her hands. “There’s so much in here that I want...”

“Well,” he said calmly, “if it’s here, I’m happy to sell it to you.”

She guided one of his hands to her right tit, and the other to the wet patch between her legs.

“Are you sure?” she said, a desperate quaver in her voice. “Can’t we come to some kind of ... arrangement?”

Greg silently weighed up his options. This had happened a few times before; girls who thought they could barter sex, as though sleeping with him meant that he didn’t have to pay his suppliers or rent. In the past he’d always turned them down... 

... of course, they’dnever been slutty teenage redheads with a rack to die for.

After a few seconds of thought, he made up his mind.

“I’ll give you the pocket vibrators as a gift. You want more, you come back tonight.”

Lily nodded, throbbing with arousal. Just the idea of trading her body for sex toys had her so turned on that she would have fucked Greg for a paperclip. But the pocket vibrators ... those, she was genuinely excited about.

Greg quickly went downstairs and locked the door, returning to find Lily exactly as he’d left her, trembling with excitement. He walked up and peeled the T-shirt off her, leaving her standing in the middle of the sex store, wearing nothing but sneakers and a pair of white socks.

**I’m a whore,** Lily thought to herself, causing a shudder of pleasure to run through her entire body. **I’m whoring myself out for a piece of plastic.**

The idea delighted her.

“Fuck me,” she hissed, and Greg smiled at her directness.

“I will, my pet,” he said, standing behind her and pressing his crotch to her ass. “All in good time.”

So far every man Lily had fucked had been as desperate to get off as she was - teenage boys are hardly known for their patience, and college boys less so. Even Mr. Foster had been keen to get off inside the teenage piece of ass, but Greg... 

Greg was different.

He grabbed her waist, pulling her up against his body. Grabbing one of her hands, he brought it to his crotch, and as she desperately unzipped his pants, he reached up and started tugging on her exposed nipples.

Lily gasped with pleasure as her hand found Greg’s cock and wrapped around it, slowly pumping.

“Please,” she panted. “I need it...”

“Shhhh,” Greg replied, and to Lily’s surprise, he moved one hand up until it was covering her mouth. “Patience, pet ... patience.”

Lily’s eyes widened as Greg continued leisurely exploring her body. It wasn’t often he got to play with a teenager, and he wanted to make the most of it. She bit down on his hand with shock as he reached around and spanked her, and writhed with pleasure as he moved one hand between her legs.

“Mmmgh,” she grunted, but Greg just clicked his tongue softly.

“All in good time,” he murmured, and - releasing her mouth - began running both hands all over her body.

For the next ten minutes, Lily learned what it felt like to be utterly adored. She stood there, trembling, as Greg explored every inch of her with his rough hands. Finally, just as she felt she couldn’t take any more, he reached between her legs.

“Yesssssss...” she vibrated, but to her surprise, he didn’t position himself at her entrance. Instead, his finger began running up and down her wet slit, before slowly entering her.

Lily involuntarily thrust forward with need, and soon a second finger joined the first, and then a third. Soon, four of Greg’s fingers were rapidly thrusting in and out of her wet snatch, as she pushed against him, desperately wanting more.

“Please,” she begged. “Greg, please ... I need ... I need...”

In return, she only got a grin, as Greg’s thumb joined the rest of his hand. Lily looked down in shock - her legs were spread wider than she knew was possible, and Greg’s entire hand was slowly pumping in and out of her glistening pussy.

“Ohhhh myyyy goodddd...”

Lily’s eyes rolled back, and she started convulsing in pleasure. She hadn’t even known that what Greg was doing was possible, but soon waves of pleasure coursed through her body, as a stranger’s fist filled her up, again and again.

Finally, when the last few twitches died away, Greg withdrew his hand. Lily silently objected ... but when his hand was replaced by his hard cock, a slow smile spread across her face.

“Yessss,” she hissed once again, and lay back on the counter of the sex shop. She was spent, but she still tried to make the effort, pushing back against Greg’s, clenching her pussy in time with his thrusts.

Greg leaned over as he fucked her, grabbing her face with one hand and forcing her to look into his eyes.

“You’re mine,” he grunted, and Lily couldn’t help but nod. She didn’t really know what that meant - not yet - but in the moment, she couldn’t help but agree... 

She was his.

As she opened her mouth with pleasure, Greg surprised her by spitting into it. For a moment Lily’s mind was a-whir - were there any demons who took over women by spitting in their mouths? What about succubi? Could you even have a male succubus?

But when she swallowed the spit, it quickly became obvious - he wasn’t trying to demonically possess her. He was just emphasizing his ownership.

She was his. She didn’t know what that entailed, but Lily was sure she was going to like it.


	Chapter 19

Nicolette scowled as she strode down the hallway. She was starting to attract stares - not for her unhappy facial expression (most of Antioch’s student population was used to Nicolette’s mood swings) but for her unusual gait.

Typically, Nicolette would place one foot in front of the other, her hips swinging as she stalked around the school. Her hands would be busy - holding books, checking her hair, waving at her innumerable friends and admirers.

Today, her fists were balled, and her walk more closely resembled an angry footballer than the pert young cheerleader that she’d been just a few days earlier.

The young Christian girl was horny, hungry for cock ... and not having any luck finding it.

**I need to fuck.**

The thought echoed through her mind repeatedly, even as people dodged her burly march. **My body is becoming more and more perfect for child-bearing, but I can’t do anything about it until I find someone to fuck me.**

**Why can’t I find anyone to fuck me??**

It wasn’t as though she hadn’t been putting in the effort - Nicolette had attempted her way through most of the football team, but to her surprise, had received rejection after rejection.

**I’m the hottest babe in school,** she reminded herself angrily. **Why the fuck does no one want to fuck?**

The closest she’d gotten was with Charlie, one of the assistant coaches - Nicolette had no way of knowing that earlier in the week, he’d been instructed by Mr. Foster to coat as many girls as he could with his cum, but even he had struggled to get off as he desperately jerked off above the sight of Nicolette’s taut, muscular figure.

Hour-by-hour, her muscles were becoming harder and more defined. Her breasts were barely recognizable as breasts any more, although her nipples still provided her with the same erotic fireworks when they were played with. She’d been so delighted that Charlie hadn’t outright rejected her advances - the look on his face as she’d stripped off for him, however, had quickly told her that she wasn’t getting laid.

Nicolette was so desperate, however, that letting a guy cum on her seemed like a far more attractive option than leaving completely unsatiated, and so she’d desperately frigged herself as he pumped his cock until it fired wave after wave of thick cum all over her body.

Nicolette had managed to cum, but it hadn’t been enough. She needed more than to just get guys off - she needed to get **laid**. She needed to get pregnant.

As she passed one of the science labs, a thought struck her. It was a thought that she would never even have considered even a few days ago.

What if she lowered her standards?

She stood outside the ‘geek workshop’ (as she’d always thought of it) considering her options. On one hand, she had a reputation to protect. But her desire to get knocked up wasn’t going away. Nicolette had never really understood true need until now. She **needed** to feel life growing inside her, or she felt as though she’d wither away.

A small moan escaped her lips at the thought. She desperately needed to get pumped full of seed, she needed a man’s offering to find her ovaries, complete her as a woman. She needed it more than she’d never needed anything.

Yes, her reputation was important ... but she was dating Duncan, and he was a geek. Any popularity he had these days was due to her - if she could get a geek to knock her up, she could throw him a bit of popularity. After all, she had plenty to spare.

And she knew how desperate nerds were. They were **sure** to throw her the bone she desperately needed. And god did she need to be boned... 

Before she could talk herself out of it, Nicolette pushed the lab door open. There was only one kid in there, a pudgy boy whose name she didn’t know.

Perfect.

“Hi,” she said, showing her perfect teeth in a grin. “Are you busy?”

“N-n-no,” the geek stammered, and Nicolette’s eyes lit up in response.

He was exactly what she was looking for.

* * *

Lily gripped the counter as her head rolled around with pleasure. She was used to high school boys, pumping into her a few times until they dumped their load and rolled off.

Not Greg.

They’d been fucking for half an hour now; it had been a roller coaster. Different positions, speeds, techniques ... Lily had been ready to cum almost as soon as Greg’s had entered her, but he’d delayed her orgasm, repeatedly bringing her to the brink and slowing down before she could cum, a wicked grin on his face all the while.

Finally, when his own orgasm had approached, he’d pulled hard on both her nipples and really let loose, pounding into her fast and rhythmically. No longer was he teasing, but neither was he specifically leading her to climax; Greg was focusing on his own pleasure, using Lily’s body to induce an orgasm.

It was that thought that burned into her brain as she came, her pussy clenching around Greg’s erection as it pulsated and filled her with cum.

“Come back tonight,” Greg grunted as Lily slowly got redressed.

“Why?”

He raised one eyebrow, and a thrill ran through her body. She wasn’t even allowed to question him - **hot**. She’d never done anything like this before, and the hex’s influence meant that every new experience was a sexual thrill.

“Should I bring anything? Or ... anyone?”

“Just you,” Greg drawled, pulling his pants back up. “Wear something...”

His eyes scanned her body.

“Wear something like that.”

“Of course,” Lily replied earnestly. “I’ll be here.”

* * *

“Um ... uh, Nicolette ... I’m ... I’m not sure about this.”

A fire came into Nicolette’s eyes.

“What?”

“I’m just ... I’m not...”

The cheerleader was naked; she felt so good, getting out of her clothes, showing off her perfect body. The geek, whatever his name was. was still fully dressed, but Nicolette had reached down his slacks and wrapped her strong hand around his greasy, flaccid cock.

Nicolette responded to his protestations by running a hand down her side, enjoying her own firmness. There wasn’t an inch of flab - you could break a piece of wood on her, and she’d barely even notice.

“C’mon,” she cooed. “Don’t you want a piece of this? I’m the most popular girl in school ... and I can be all yours.”

“Uh...”

“Can’t you imagine it? Walking into class, everyone looking at you, knowing you’re banging such a perfect piece of ass.”

Nicolette turned and clenched her rock-hard buttocks, moving one of his hands down to touch them. Her ass was perfect - if she didn’t want a baby so bad, she’d have let him fuck her there instead. As it was, she had an agenda in mind.

He shuddered in what she assumed was pleasure.

“I’m your dirty little slut,” she hissed, her deep voice resonating through the room. “Now fuck me.”

“I’m ... I’m really not sure I can.”

“Please...”

“I’m sorry Nic ... Nic ... Nicolette.”

The teen girl grimaced.

“Just lie back,” she rasped. “And let me do the work...”

Pulling his floppy cock out, Nicolette took it into her mouth, and desperately started licking and sucking it, doing everything she could to get a rise out of him.

She was going to get this geek’s sperm if it killed her.

* * *

Before Lily left Greg’s store, he showed her how the vibrator worked.

“This will be running until I see you again,” he said. “And I have the controls - it’s on low now, but I can change that at any point. Do you understand?”

“Yes,” she’d said, and his parting words had echoed in her head for the whole bus ride:

“I own you.”

She’d slipped into school, not even caring about being late, ignoring the stares that her outfit provoked. School suddenly seemed so irrelevant - it had been less of a priority since she’d started helping Brandi protect the world, but now it was hard to care about it at all.

Books. Learning. Careers. What did any of it matter? As the buzz between her legs constantly reminded her, she had an owner now. If he didn’t want her to know how to read, why should she even bother?

Greg had awoken something deep inside her, and she couldn’t wait to explore it further. She never wanted to stop pushing her boundaries, becoming more depraved, darker ... more free.

Passing the science lab, she heard a familiar voice.

“No! Please...”

Poking her head in, she saw Christopher, one of the geeks in her study group, with his eyes squinted shut, Nicolette kneeling in front of him.

It looked as though he’d just cum in her mouth; as she angrily protested, white specks flew out.

“I need you to fuck me! We had a deal!”

Lily gawped at Nicolette - she’d noticed the cheerleader getting more muscular, but this was ridiculous. She looked like a parody of masculinity - her shoulders seemed to have broadened, her hips were non-existent, and if you’d put a football uniform on the young woman, it would have been easy to mistake her for a man.

The only remaining sign of her womanhood was her pussy, which Nicolette was desperately playing with, curling two fingers into herself and repeatedly thrusting. From the look in her eyes, Lily suspected that Nicolette wasn’t even aware that she was doing it.

“I’m sorry,” Christopher stammered in reply. With a grin, Lily made her entrance.

“Hey guys.”

“Lily!”

Christopher gawped at the sight of his formerly-shy study buddy, dressed in a white T-shirt that barely hid anything. He glanced down to see what looked like cum dripping down one of her legs.

It couldn’t be.

Could it?

For the past twenty minutes, Nicolette had been fellating him - he’d managed to maintain an erection by closing his eyes and pretending it was someone - **anyone** \- else. When he finally got hard, the excitement of his first blow-job had overwhelmed him, and he’d cum in Nicolette’s mouth without warning.

“Can you give us a minute?” Lily asked, and with a nod Christopher pulled up his slacks, and exited the room.

**What the hell happened to Lily?** he asked himself. **Has she been hiding that body the whole time?**

As Christopher left, Nicolette stared at Lily. She’d been dressed to kill yesterday, but this ... this was something else.

The moment Christopher closed the room, Mr. Foster’s command kicked in. The two girls practically leapt into each other’s arms; Lily’s tongue began exploring Nicolette’s mouth, cleaning all of Christopher’s seed out, and Nicolette enjoyed, for the first time in what felt like forever, truly feeling **wanted**.

Reaching between the redhead’s legs, Nicolette was surprised to find a hot buzz. Rather than waste time with explanations, Lily guided her hand to her ass instead, which Nicolette began enthusiastically grasping and squeezing.

“Please...” Nicolette moaned, and Lily pulled back, concerned by the desperate note in her voice.

“What’s wrong, Nick?”

With a sigh, Nicolette began to explain her woes. As she listened, Lily nipped and sucked Nicolette’s muscular exposed flesh, nodding sympathetically.

“So you want to get pregnant?” she eventually asked, before roughly pulling Nicolette’s mouth to hers so their tongues could dance.

“That’s right,” Nicolette said, gasping for breath. She didn’t understand the connection that she and Lily had - except, of course, that it made sense to practice with women when there were no men around ... but at that moment, she was profoundly grateful that it existed.

“And no one will fuck you?”

Nicolette nodded, even as Lily reached down and roughly inserted two fingers into Nicolette’s needy snatch.

“Well,” the redhead said thoughtfully, “maybe there’s something we can do about that.”

With a tremendous amount of self-control, Lily pulled herself away from Nicolette and opened the door to the lab.

“Christopher,” she sang into the hallway, “can you come in here?”

“Hi Lily,” Christopher said shyly. “W-w-what can I do for you?”

“I want you to cum in my mouth.” Lily said, and Christopher’s eyes widened in shock.

“Lil?”

“And then,” Lily said, waving off Nicolette’s question, “I’m going to go down on my friend here, and she’s going to get pregnant with your baby.

“Any questions?”

Christopher opened his mouth, but before he could say anything, Lily peeled off her shirt.

By chance, Greg chose that moment to increase up the intensity of her toy, and the young redhead smiled in pleasure.

“Let’s go.”


	Chapter 20

Duncan tapped his pencil on the desk repeatedly. 2:42pm.

Still.

**How could it be 2:42?** he wondered. It felt like it had been 2:42 for close to a decade now.

The entire day had followed a similar pattern for the young football player. Every minute had seemed like an eternity, each class had dragged and dragged as minutes ticked by agonizingly slowly. Duncan reached into his pocket and grasped the note comfortingly. He’d read it a thousand times since he’d first seen it in his locker, memorizing not only exactly what it said, but every bump of Jeff’s lettering.

Six pm. Friday.

**Today.**

Three hours, eighteen minutes to go. Unless ... nope. Duncan looked at the clock, hoping that another minute had passed, but no such luck. It was still 2:42, and he was starting to suspect that it was going to be 2:42 forever.

6pm. Friday. Jeff’s house.

Watching the seconds tick by impossibly slowly was the most frustrating experience of Duncan’s life.

After another two hours, the clock ticked over.

2:43. Three hours, seventeen minutes to go.

He couldn’t wait.

* * *

“Nicolette!”

Duncan had no idea what he was going to do with his afternoon - sit at home and watch every second of every minute tick by, probably - but after his infinitely-long class ended, he was surprised to run straight into his girlfriend.

His girlfriend. For a moment, he wondered if he should feel bad about how much he was looking to spending the night with someone who wasn’t her, but then he remembered what he’d learned from Mr. Foster - it was the curse of a huge cock. He needed other, similarly-cursed men to help him out. It wasn’t a gay thing, it was purely biological.

“You look good.”

He wasn’t lying. Nicolette was practically glowing - she and Lily had spent the last hour together, working in tandem. Lily would attract men, get them to cum in her mouth ... and then go down on Nicolette, bringing her to orgasm after glorious orgasm, and filling her pussy with precious spunk at the same time.

She was **sure** she was pregnant now. She just had to be. The two of them had seduced five men; at least one of their offerings must have found its target.

Well, if she was being honest, Lily had taken the lead in seducing them. For reasons Nicolette couldn’t understand, she was increasingly unsuccessful in that arena. She wanted nothing more than to be pounded into submission by a strong, muscular man, but as soon as she showed off her perfect body, they seemed to run scared.

The idea of taking Duncan into the janitor’s office and fucking him silly popped into her head, but a sudden fear struck her: What if he wasn’t into it? What if he rejected her?

What if her boyfriend, who she loved, didn’t want to fuck her?

Like all the other men.

Nicolette wasn’t sure she could handle that, and suddenly grew shy.

“What are you up to?” she asked awkwardly.

“Nothing planned,” Duncan replied. “Do we have a thing tonight?”

“A thing?”

“You know.” Nicolette looked around to make sure that no one was listening. “A demon thing.”

“Oh!”

In his obsession with the sweaty slip of paper in his hand, Duncan had completely forgotten about any other possible obligations.

“I’m not sure - I’ll check with Brandi and let you know, okay?”

“Sure thing,” Nicolette replied. The pair of them stood there uncomfortably until Duncan leaned forward and gave her a quick peck on the lips.

“Love you.”

“Love you too.”

It wasn’t until after Duncan had walked away that Nicolette realized the significance of what had just happened. Neither of them had ever used the L word before - not even after he’d taken her virginity.

Her smile returned. She was young, she was in love ... and she was almost certainly pregnant. Life was good.

* * *

“Heya B,” Duncan said, dropping his bag next to the Protector’s. He tried to avoid looking at the clock more than once every ten seconds. 3:24pm.

Two hours, thirty-six minutes to go. In a minute, it would be two hours and thirty- **five** minutes to go, and that was just five minutes away from being two and a half hours... 

He shook his head.

**Quit it,** he told himself. **You’re obsessing.**

“Duncan!”

Brandi looked at him, wide-eyed. She’d spent the whole day struggling in her classes, feeling more and more stupid as the day went on. And she was so damn horny. It was as if the dumber she felt, the hornier she felt... 

No. No, that couldn’t be right. What a stupid thought.

A pang of arousal shot through her body.

She’d come to the library to stop herself from heading into the bathroom and getting off. Something about that wouldn’t be right. She couldn’t pin her finger on exactly what, but she knew that **something** about it wouldn’t be right.

“Do we have a meeting tonight?”

Brandi’s hands covered her mouth in shock.

“Do we?? I’m so sorry! I didn’t realise! I ... I...”

Duncan laughed, holding his hand out comfortingly.

“Relax, Brandi, you’re not in trouble.” **3:26.** “I’m just checking. Are you okay?”

“I’m fine,” Brandi said, a little too quickly. She was aware of just how wet she was - she was starting to wonder if she made a squishing sound while she walked.

**Can Duncan smell it?** she asked herself. **Can he smell how turned on I am? Why** **am** **I so turned on?**

**I need a release.**

Mr. Foster’s words suddenly hit her like a truck. When she was turned on, she needed a release - a low-hanging fruit. Someone attainable. Someone who she could use to get off... 

Duncan.

Brandi looked at her friend hungrily. He barely even noticed - he was too busy trying to avoid doing the maths: two hours, thirty-three minutes. 153 minutes. That could be broken down into fifteen ten-minute chunks. Or ten fifteen-minute waits. A quarter of an hour - that was nothing. Ten of them would be fine.

“Duncan,” Brandi said, glancing at the library door. “Would you say you’re attracted to me?”

That caught his attention. He stopped trying to decide whether fifty-one waits of three minutes each was preferable to seventeen nine-minute waits, and turned his attention to his friend.

The memory of her walking in on him came to the forefront of his mind, and he stammered a response.

“I, uh ... you ... I mean...”

“Because,” Brandi said, standing up and walking towards him, “I would say that I am very attracted to you.”

Duncan’s eyes widened. He’d been waiting to hear something like this for a full year now: The Protector of the Gateway, the girl he’d lusted after since they’d first met ... was flirting with him.

No, more than flirting. She was outright hitting on him.

Inside Duncan, a small battle waged. His true memories teamed up with the Mr. Foster’s instructions and battled the hex’s influence. He wanted Brandi ... and since she’d seen him jerking off his huge member, he was sure that she wanted him to.

On the other hond, his attraction to Jeff was... 

No, not attraction. Help. They were just two large-cocked men helping each other out. It was nothing more than that. He still wanted women. Girls.

He still wanted Brandi.

Making up his mind, Duncan grinned, and stood up.

“What are you thinking?” he asked.

Before he could say another word, Brandi’s arms were wrapped around him, her tongue in his mouth.

He tried to fight the strange revulsion rising in his body. This was a dream come true, something he’d fantasized about for over a year. Her body felt so good, so soft, far more voluptuous than he’d expected... 

... but he couldn’t deny that he’d enjoy it more if she was hard. Muscular.

Reaching between her legs, even as he was shocked by the warmth of her pussy, he was disappointed that it wasn’t a nice hard cock that he could... 

No. **Straight.** He was straight. He’d just had an amazing night of passionate, heterosexual sex the other night.

He could do that again.

No problem.

Brandi reached between Duncan’s legs, her eyes widening at what she found.

Wow.

She’d thought that Michael was well-endowed, but it was nothing compared to what Duncan was packing. The idea of feeling his huge rod inside her made her knees go weak.

She needed to get off. She needed release. She needed to fuck, and Duncan - sweet, reliable Duncan - was achievable. He wouldn’t reject her.

Stupid and useless though she was.

He would throw her a sympathy fuck, of this Brandi was sure. And at that moment, a sympathy fuck was everything that she wanted, everything she needed.

God she needed to be fucked.

Unzipping Duncan’s jeans, Brandi kneeled in front of him. She desperately wanted to see the monster, to take it in her mouth. She wasn’t good at much, but if she could take Duncan in her mouth, Brandi knew she would feel as though she had **some** worth.

The blonde teen smiled as Duncan’s python came into view. He was only partially erect (which Brandi couldn’t help but feel was her fault), but even at half-mast, Duncan was enormous.

Her eyes went glassy as she opened her mouth.

As Brandi choked and gagged on Duncan’s cock, her hand ran up and down the shaft, and the instructions implanted by Mr. Foster began to transfer between the two of them.

Duncan’s opinion of Brandi suddenly lowered.

**She doesn’t deserve Michael,** he suddenly realized, a thought that was quickly followed by a related one. **Hell, she doesn’t even deserve me. What a worthless ... what a worthless slut.**

Meanwhile, Brandi was learning of Duncan’s struggles. Never being able to find someone who could take such a large cock, needing to turn to guys who understood his problem. The barrier in her mind prevented her memories form being altered, but her attitudes flowed and changed - she was suddenly in awe of his amazing cock, and wanted nothing more than to be good enough to take it inside of her.

**Maybe,** she thought to herself, **maybe if it fits ... I won’t be useless. I won’t be worthless.**

**Maybe this is something I could actually be good at. God, wouldn’t that be incredible?**

With a renewed fervor, Brandi desperately tried to get as much of Duncan’s cock inside her mouth as she could. She quickly ran into an issue; whenever she tried to take more than a few inches into her mouth, a physical limitation presented itself:

She literally couldn’t stretch her lips any further.

**Maybe there’s an ointment I can use,** she thought desperately, **or some exercises that I can do.**

**I need to be good at this.**

**I need it.**

* * *

Lily reluctantly broke away from the kiss. She had planned on going straight from school back to Greg’s ... but had run into Nicolette on the way out.

After making each other cum half a dozen times that day, the novelty was starting to wear off. Lily knew she could never say anything; Nicolette looked so happy to finally have someone taking care of her sexual needs. She’d started ranting about motherhood, about how excited she’d be to have Lily holding her hand during childbirth, sucking the milk from her tits when she was pregnant... 

That did hold a perverted appeal, Lily had to admit.

But she’d promised to go back. Since a specific time hadn’t been discussed, she wanted to be there **now**.

“Mmmmm,” Nicolette moaned, stretching her arms behind her and making her biceps bulge. “Gosh, Lil ... we really are great together.”

“Sure,” Lily conceded with a smile. “I’ll talk to you tomorrow, okay?’

“Oh, so we don’t have a thing tonight?”

Lily paused, and shook her head impatiently.

“Do we? I can’t make it.”

“Oh! What are you up to?”

“I’ve got to see a man about a toy,” she replied with a smile. Greg had been teasing her all day. Aside from the occasional spike, he’d kept her toy on low all day. She knew the vibrator went much, much higher - when she saw him tonight, she intended to find out what the toy’s upper limits were ... and what they did to her.

“Okay,” Nicolette said, trying to mask the note of concern in her voice. This sounded like the kind of thing that Niles had been worried about - skipping demon duties, meetings with strange men. “Have fun!”

As Lily left, her tits bouncing with every step, Nicolette made a move towards the library. She needed to find out if there was a meeting that night ... and tell Niles about Lily.


	Chapter 21

“Yessss,” Duncan hissed as Brandi frantically bobbed her head up and down the first few inches of his enormous erection. “Oh Jeff, you sexy little cocksucker.”

Brandi’s heart sank at the football player’s words. Was she so useless that Duncan had to pretend it was someone else going down on him? A puzzled look came across her face as she tried desperately to produce more saliva.

She knew she could never be as good as another well-endowed man, but she could try. As she forced as much of Duncan’s cock down her throat as she could, he moaned.

Grabbing her hair, he started frantically fucking her face.

“Damn it,” he said, opening his eyes and pulling his cock out of Brandi’s mouth.

“What’s wrong?”

“Your hair,” he said, the disgust obvious in his voice. “It’s too long. God, you really are worthless, aren’t you?”

His words hit Brandi like a slap in the face. Duncan was right, of course - she knew that on a deep level. But the fact that he didn’t even respect her enough to lie about it, to protect her feelings ... It was worse than she’d thought. Even her closest friends knew how useless she was.

To make things more confusing, the more she dwelled on her own worthlessness, the more her arousal grew. She felt like she hadn’t cum in years, a frustration that was only amplified by the feeling that she’d never be able to find **anyone** with low enough standards to fuck her.

And ****that**** thought just served to turn her on even more. Within a minute of Duncan pulling out of her mouth, Brandi was twitching with arousal, barely able to speak.

“Please...” she begged, and Duncan looked at her disdainfully.

“What?”

“Please ... I ... I need to be fucked. **Please**.”

Duncan sighed.

“The ass,” he said, after a lengthy pause.

“What?” Brandi replied, shocked.

“I’ll help you out, but I want to do it in the ass.”

“I...”

Brandi trailed off. On one hand, her pussy was desperate to be filled - she’d never wanted to be fucked so hard in her life. But that obviously wasn’t on the table ... She’d never even considered anal sex before. But as she started bouncing the idea around her head, it made a lot of sense. It was a desperate act, done by desperate people ... worthless sluts who couldn’t attract men any other way.

**Like me.** Duncan glanced at the clock. 4:02pm. While Brandi had been blowing him, there had been a three-minute period where he hadn’t even looked at the time once. This was a much better way to pass the time than sitting at home, counting the seconds.

The sound of Brandi’s moan brought Duncan’s attention back to the Protector - accepting that she was a worthless slut had fed into the cycle and turned her on even more. She was desperate enough to try anything, and so when she noticed Duncan staring at her, just nodded.

Duncan picked up the blonde girl and positioned her over Niles’ desk. She unbuttoned her overalls, letting them fall, lowering them and pulling down her panties as well.

“Do you have any lube?” he asked.

“Use my pussy,” she puffed, and Duncan winced at the idea. For some reason, the idea of putting his dick inside Brandi’s pussy held no appeal.

“Use it, she moaned, “to ... get your dick ... wet... 

“Use me...”

**Well,** he thought, **any port in a storm...** Brandi bellowed with pleasure as Duncan’s enormous cock started to slide into her dripping-wet pussy. Mr. Foster’s alterations kicked in, and her whole body began to shake with pleasure. Just as she was about to cum, Duncan paused, and Brandi realized that he wasn’t fucking her - not really. He was using her pussy to get his dick wet, and nothing more.

That was all she was good for. Getting dicks wet.

She almost came at the thought.

* * *

Lily was sitting on the bus when she got a sudden surprise.

The toy buried deep within her suddenly began throbbing - it had been on a low hum all day, but now it seemed Greg had grown playful ... right as Lily was returning to him.

She looked around. Considering the position of the toy, it felt to the young woman like everyone on the bus should be able to hear it, but no one else seemed to have noticed.

Just as she was getting used to the ebb and flow of the new setting, her toy suddenly began buzzing faster and harder than it had all day.

“Ohhh...” Lily moaned, unable to stop herself from reacting out loud to the sudden burst of pleasure. Opening her eyes, she confirmed that ****now**** everyone on the bus was staring at her, shocked.

The attention of so many strangers, combined with the pleasure that Greg was remotely providing awakened the part of her hex that made her thrive on new experiences. Suddenly her nipples were rock nipples, her breathing grew faster and faster, and she was unable to stop her hips from thrusting forward with every throb of the small toy deep within her.

She looked as though she was in heat, trying to fuck an invisible intruder. A part of her wanted to open her mouth and apologize, but she knew that if she tried to talk, she’d just end up moaning, cumming, letting a stream of filth emerge; begging the men on the bus to fuck her, begging the women to watch.

Instead, Lily tried to keep her mouth shut. The end result was a series of short whimpers as the toy continued to buzz and purr, bringing her closer and closer to what she knew could very quickly turn into a screaming orgasm.

Many of her fellow passengers had turned away in disgust, but two people were still watching - one was a man who looked to be at least 70, and one was a student around her age.

The student had clearly never been exposed to this kind of erotic display (just as Lily hadn’t been, just a few days earlier) and was watching, gobsmacked.

Lily wanted to strip off, take the student’s cock in her mouth and let the old man fuck her ass, but she managed to hold back. If she let her lust overtake her now, in such a public place, she would be arrested ... and then she’d never get to Greg’s and find out what he had in store for her.

She struggled against her base impulses, trying to prevent her body from writhing with pleasure, fighting to prevent excited gasps from emerging from her mouth.

When she came, she did so as quietly as she could. Okay, so she was unable to prevent her hands from crudely grabbing her barely-covered breasts, and she failed to stifle the orgasmic hum that left her mouth. The waves of lubrication that her body had produced soaked into the bus seat, and she was sure that everyone could smell her arousal ... but at least she hadn’t done what she so desperately wanted to do: stripped off, inviting every man there to cum onto her naked teenage body as she rolled around the aisle, cumming and cumming and cumming and cumming ... As she came down from her orgasm, panting with pleasure, Lily’s eyes opened wide Greg, she realized, had no way of knowing that she’d cum, and the toy was showing no signs of slowing down... 

* * *

“So ... tight...”

Brandi beamed with pleasure at Duncan’s words. She wasn’t sure if it was a compliment or not, but she was determined to take it that way. The Protector was on her knees in the middle of the library, her face pushed against the thick carpet as her hands reached back and pulled her asshole open for her black friend’s enormous cock.

“Please...” she begged, her voice muffled by the velvet. “I ... I need it.”

This was an encounter that Duncan had imagined so many times before.

So why wasn’t it anything like his fantasies?

Everything about Brandi had once been so sexy, so appealing to him ... Now, as he finally started to fuck her, as he’d dreamt of since literally the moment he met her, he was disappointed. She was just a slut. Just a cheap ... no, cheap was too kind. She was a **worthless** slut, so desperate for cock it was actually unattractive to him.

Not that he didn’t understand the feeling ... As soon as Duncan’s cock had entered her dripping pussy, it had started to soften. He’d shut his eyes and pulled it out, using Brandi’s juices as lubricant as he ran his hand up and down the thick shaft, imagining the hand of Jeff ... or any of the other football players.

Soon he was hard again. Positioning his cock at the entrance of Brandi’s virgin ass, he’d slowly started push forward, pretending it was a handsome man he was penetrating, instead of his slutty, worthless friend.

The resistance he’d met had surprised him, but he’d kept on pushing, desperately trying to block out Brandi’s gasps of pleasure (or possibly pain). After getting more than half of his erection was inside her, he knew he had to stop - not because he was worried about hurting her, but because he literally couldn’t push any further.

**Useless slut,** he thought to himself. He briefly withdrew his cock, before slamming it into her without warning, meeting the same resistance. **Can’t even take my full length...**

* * *

By the time the bus arrived, Lily was a wet, quivering mess. The toy hadn’t slowed down for the remainder of the journey, and she’d cum twice more. Quiet, shivering orgasms that she desperately tried to hide from her fellow passengers.

But they knew what was happening. At least, the ones who were paying attention. Many of the women had turned away in disgust, trying desperately to ignore the whimpering girl.

As well as a dozen or so men, one girl had continued watching.

If Lily hadn’t been so thoroughly distracted by the pulsating piece of plastic in her pussy, she would have guessed the voyeuristic girl to be in her late twenties. There was a slight smirk on her face as she watched Lily writhe in pleasure, but her eyes were what really gave her away - they had a fire dancing within them.

Watching Lily spontaneously orgasm, seemingly with no stimulation at all ... it was clear that this was the best thing that the stranger had seen in some time.

When Lily left the bus, the girl looked like she was considering disembarking as well, just to keep watching. But she’d stayed, following Lily only with her eyes as she shakily walked down the street and into Greg’s store.

“Interesting,” the stranger said quietly, and went back to people-watching, her eyes scanning the reaction of the men around her now that their entertainment was gone.

**Six** , she concluded as the bus pulled away. Six of them had been so distracted, they’d done absolutely nothing to hide their erections; their hardness was tenting their pants, clearly visible.

**I’ll have to keep an eye on that one.**

* * *

Tears were streaming down Brandi’s face as she experienced the greatest mixture of emotions she’d ever felt. Shame, arousal, frustration, pain ... they all culminated into a perverse pleasure. As Duncan began thrusting in and out, she tried to prevent her face from moving too much, from getting injured as it rubbed up against the rug.

Carpet-burn. On her face. She couldn’t think of anything that would more obviously mark her as a slut; the slut that she clearly was. Letting one of her best friends get off inside her ass, letting him fuck her on the library floor.

He wasn’t even **into** her. That was the thought that stuck in her head as the sensation of Duncan’s cock filled her up again and again, bringing her ever-closer to orgasm. She was losing her anal virginity to someone who didn’t even want to fuck her.

She was worthless.

A small orgasm shuddered across Brandi’s entire body at the thought. She was a worthless slut. Her only use was providing a hole for men to come in. She was an unworthy, slutty little tramp ... She came again at the thought, shutting her eyes to savor the moment. Duncan, too, had his eyes tightly shut (to help him better imagine that it was a man he had his cock half-buried in) and so neither of them noticed Nicolette’s entrance.


	Chapter 22

The cheerleader couldn’t believe the sight in front of her. She stood, stunned, as her boyfriend roughly rammed his enormous cock into Brandi’s ass, again and again. His eyes were shut, squeezed so tightly that it almost looked painful. Brandi was face-down on the carpet, making a strange grunt and squeal sound every time Duncan rammed into her.

Nicolette slowly backed out of the room, her face red, her fists clenched.

Duncan. Cheating on her.

Cheating on **her**.

The fact that Nicolette had fucked literally every guy she could that morning was suddenly irrelevant; none of them had been Duncan’s **friends** , after all.

What he was doing was betrayal - he was fucking her ultimate rival, the girl she’d known he’d lusted after for as long as they’d been dating.

In the ass.

**He’s never done** **me** **in the ass!** For some reason, that thought was enough to turn Nicolette’s sadness into anger.

“How dare he,” she muttered to herself. “How dare **they**.”

Nicolette stood up, furious. When she’d met Duncan, he’d been nothing but a weedy nerd - she’d made him into what he was now. She’d formed him into the perfect man - **her** perfect man - and now he was betraying her, taking all of her hard work and putting it into another woman.

And Brandi. **Brandi**.

If the blonde had been standing in front of Nicolette at that moment, she would have spat in her face. Duncan was a good man - a nerd, true, but good at heart. This betrayal wasn’t like him; he wouldn’t have the courage.

No, this was clearly her work. Brandi **had** to have everything, everything Nicolette had worked so hard to achieve. Popularity, the attention of men, a perfect body ... Looking down, Nicolette’s brow furrowed. Was her body perfect? An hour ago, she would have said yes, definitely, but now ... Peering around the corner, Nicolette inspected the Protector. She was wearing only a T-shirt and socks; her overalls lay on the floor couple as Duncan determinedly fucked her.

Her body, Nicolette was forced to admit, was ... Well, it was magnificent.

She couldn’t see Brandi’s tits, not directly, but she could tell that they were large. Larger than Nicolette would have guessed. Her legs were long and shapely - they had a nice curve to them, and Brandi’s ass ... Nicolette was straight as an arrow (except for when there were no men around, of course) but even **she** wanted to bury her face in it. It was plump and perky, and her hands reaching around and spreading her cheeks just made it so much more appetizing.

It was the kind of ass that Nicolette knew men wanted to touch, to grope, to spank ... to fuck.

For the first time since the hex’s changes had begun to take hold, Nicolette looked at her body. Really looked at it, assessing each part on its individual merits: how attractive she found it, how it compared to Brandi’s.

And, for the first time, Nicolette realized just how much her body had changed.

**I never knew sex did this to you,** she thought, before shaking her head in confusion. No ... that didn’t make sense. Brandi was sexually active, and she didn’t have a hard, muscular body.

Something was happening.

As Nicolette’s hands started wandering her body, feeling the tautness of her tight frame, mentally comparing it to the curvaceous slut getting railed just a few feet away, she felt sick.

“What’s happening to me?” she asked herself in a soft whisper. Her butt was firm, but it felt more like the ass of a man than the soft, womanly behind she’d been sporting just a few days before. It was like her tits had dried up - they more closely resembled He-Man than Barbie, and her abs were so clearly defined that she could have posed on the front cover of a romance novel.

As a man.

No, something had gone wrong. She didn’t know how, or what, but she knew who would.

Niles. She had to find Niles, and get her old body back.

And **then** she would get her revenge on Brandi.

* * *

Greg tried not to show his delight as Lily stumbled into his store, covered in sweat, her hair messy and her legs trembling.

“Please...” she begged, and he just leaned back, a smug grin on his face.

“Well well well,” he said with a chuckle. “Look what the cat dragged in.

“Pussy...” Lily corrected, unable to resist the pun. “I was dragged here... -”

“Yes, yes,” Greg interrupted, enjoying the sight of the scantily-clad teen kneeling before him. “I get it. What can I do for you?”

“The toy...” Lily pleaded, her eyes rolling back as it throbbed deep inside her. **How much could one pussy take?** she wondered, convinced that if it wasn’t stopped, she would never recover. Even now, she was starting to worry if her vaginal walls were going to bruise.

For reasons she couldn’t understand, the thought turned her on, and she bit her lip.

“You want me to turn it up?” Greg asked, leaning over and adjusting the dial. It was on the counter, beside a sign.

PLAY WITH MY TOY, it read - in any other store, that could have been completely ambiguous, but Lily suspected most of Greg’s customers would know what it meant.

At some point in the past hour, Greg must have had a customer who’d decided to push the toy up to what Lily had thought was the limit. As Greg slowly turned the dial, however, Lily realized she hadn’t even experienced half-strength.

“Oh gawwwwwwd,” she moaned, collapsing backwards onto the floor. A thought struck her - she wasn’t on the bus, she wasn’t surrounded by strangers.

Lily was in a sex store, and the owner was right in front of her.

She could be as loud as she liked.

“Oh GAWWWD,” she repeated as the toy began pulsing so strongly that she wouldn’t have been surprised if it had burst out of her skin and hugged her face. The early settings, she realized now, had been child’s play - this, this was what the device was **truly** capable of.

Running her hands up and down her body, Lily tweaked her thick nipples through the white T-shirt she was wearing, exploring the parts of her body that she hadn’t allowed herself to publicly explore. As Greg watched, she swatted each of her nipples, forced three fingers inside her mouth and roughly groped her own butt.

The only area she didn’t go near was her pussy.

“Fuck me,” she panted, and Greg raised one eyebrow. In all his years, he’d never encountered anything like this redhead nympho - here she was, as stimulated as he’d ever seen ... and she was begging for more.

He reached out to retrieve the toy.

“No!” Lily snapped, her face red from exertion and arousal. “Leave it on. I want you in my ass. Fuck me in the ass... 

“And be as rough as you like.”

Greg typically liked to be the one giving the orders, but when a plan was good, it was good. He shut the door, closed the blinds, and lowered his pants.

Lily had no way of knowing that as her face was being pushed against the store’s carpet, Brandi was in a similar position. Unintentionally mirroring her friend, Lily reached behind her to spread her cheeks - unlike Duncan, however, Greg had a supply of lube handy, and soon he was buried deep inside Lily’s ass, his nuts bouncing against her pussy with every stroke.

“YESSSSSSS” Lily moaned, and Greg couldn’t help but smile at her enthusiasm.

He wasn’t sure what had brought this redheaded angel into his shop, but he hoped that she would never leave.

* * *

“C’mon,” Duncan grunted. “Almost ... almost there.”

Brandi could have wept with joy. When Duncan had started fucking her ass, she’d felt like she did when she slayed demons, or prevented the principal from turning into a hell-beast and avenging his daughter’s death.

She’d felt like she was serving her purpose.

That, combined with the perfect feeling of being **used** , had turned her on so much that almost every time Duncan pounded into her, she came. She rode the wave of arousal, cumming again and again ... But after half an hour, the feeling had started to wear off. She was still turned on, but she genuinely couldn’t cum any more or it would start to hurt. Not a good hurt, like Duncan’s cock trying to force its way deeper and deeper into her ass, but the kind where she was afraid she wouldn’t be able to cum again for a week.

And what was she if she couldn’t cum?

For a moment, a glimpse of the old Brandi peeked in. **What the hell was THAT?** it asked, trying to round up the errant thought and examine it, but before she could think it through, Duncan moaned, and her eyes began to well up with pride.

She was doing it. She was getting her friend off. Exactly why that was so important to her, she wasn’t sure, but in that moment she wanted to enjoy it, and so she let her mind go blank as Duncan gaspingly came deep into her ass.

Brandi was tempted to reach between her legs and rub herself to another orgasm as he twitched and moaned behind her, but she didn’t want to do any permanent damage, and so she instead just patiently waited while her friend finished cumming, before immediately - and unexpectedly - pulling out of her.

“Ohhh,” she said involuntarily - she hadn’t expected to feel so **empty** when he was done.

“Thanks,” Duncan said flatly, zipping up his pants.

“Mmmm,” Brandi replied, slowly getting up from her position on the floor. Her face felt fine ... but sure enough, she had rugburn on both knees. Fortunately, her healing ability meant that those would be back to normal in no time.

“I had a really good time,” she said, only to find herself addressing an empty room.

Duncan had gone, without so much as a “goodbye”.

**It makes sense,** she immediately told herself. **You’re not the kind of girl guys want to cuddle afterwards.** She didn’t know what was sadder: the thought, or the pang of arousal that she got from it.

* * *

“Niles!”

At the sound of the teenage girl’s voice, the librarian looked up from the water fountain. He boggled at what he saw: the last time he’d laid eyes on the cheerleader, she’d had a feminine figure - curvy, womanly, svelte.

The girl in front of him looked like she spent ten hours a day at the gym.

“Nicolette!” he said in shock, unable to tear his eyes away. “What ... what happened?”

“Niles,” she repeated, moving close enough for him to see that she was on the verge of tears. “I need your help.”

“I think I know what’s happened,” he said, gesturing at the fountain. “I’ve found another hex - most likely the last one, although we’ll have to do another sweep to be sure. Have you used this fountain in the last few days?”

Nicolette nodded numbly, and Niles lowered his glasses sympathetically.

“I’m sorry, dear, but as you know ... we don’t have any way to reverse the hexes. I can slow its effects, at least, and make sure that it doesn’t make any more changes.”

Looking down at her altered form, Nicolette’s eyes welled up, and a single tear dropped onto her green top. When she’d bought it, the top had been cute - it’d emphasized her cleavage without being slutty, and had revealed her smooth midriff.

Now, without tits to fill it out, the front of the top hung as loosely as her bra. She no longer had boobs, just muscular pecs that housed her ultra-sensitive nipples. And, while her midriff was still exposed, it was no longer smooth and womanly.

Now, she had a six-pack so well-defined that it could have been on a poster at the gym.

Her body was irreversibly ruined. She would never again be the soft, curvy, sexually-attractive teenage girl that she once was. She’d never again be a walking wet dream; that day had taught her that no one found her attractive.

No one.

She might never get laid again.

She’d be lucky to get Duncan back. No wonder he’d cheated on her; Brandi was everything she wasn’t, everything she’d lost.

**Brandi.** A spark of fury passed through her body at the thought of the Protector, with her perfect body. She could have any man she wanted - why did she have to take Nicolette’s?

On the day that they’d first declared their love, at that.

“ ... a few hours.” Niles concluded, and Nicolette realized that she hadn’t been listening.

“Sorry?” she asked, returning her attention to the gentle man in front of her.

“I said that it should only take a few hours to slow down the hex. You’ll still be able to make patrol tonight.”

“Oh, do we have a thing?”

“Yes,” Niles sighed, before remembering Nicolette’s genuine excuse for forgetting. “You, Brandi and Michael are on patrol tonight. Of course with all the changes floating around, I wonder if we should just cancel it...”

“No!” Nicolette said, far too quickly. “No, that ... that sounds unsafe. I’ll remind everyone, okay?”

“Okay,” Niles said, after a brief pause. “If you’re sure you’re up to it.”

“More than ever,” Nicolette said, flexing a muscle.

She’d just worked out exactly how she was going to get her revenge on Brandi, and it had given her a second wind.


	Chapter 23

“How long does it take a guy to get off?” Brandi asked, and Lily didn’t even hesitate before responding.

After Greg had cum inside her ass, he’d taken the toy out (an action which had simultaneously filled her with relief and disappointment) and asked her what she was up to that evening.

“Nothing,” she’d said, looking up at him obediently. “I’m all yours.”

He’d paused at that.

“All mine?”

“Yes, sir,” Lily responded, enjoying the burst of arousal she got from using the term of submission.

“You promise?”

“Of course.”

Greg weighed up his options for a second. On one hand, he’d only just met this chick, and she was clearly crazy. On the other hand, she seemed to be a kind of crazy he could use ... and he’d already emptied his balls several times that day.

“Get dressed,” he said, and when Lily had shot him a questioning look in response, he’d looked her firmly in the eyes. “Unless you’re not serious about being mine.”

She didn’t say anything in return, just got up and immediately started dressing. Greg disappeared into the back room for a minute, and when he returned, there was a small package in his hand.

“Go to this address,” he said firmly, “and deliver this. In return, they’re going to give you $200.”

“What is it?” Lily said, unable to resist.

“Drugs,” Greg said. “Deliver them and bring the money back, I’ll let you have some.”

Nodding slowly, Lily was amazed at how much that lit up her nether-regions. She’d never particularly been interested in drugs before now, but suddenly the idea of getting high and getting fucked was the hottest thing she could imagine.

“You screw me over on this ... I’ll never fuck you again.”

The look of fear that entered Lily’s eyes at his threat told Greg that he’d read the girl right. For whatever reason, she was desperate for cock and would do whatever it took to get it.

He was going to have a lot of fun with this one.

Lily had been afraid of going to a strange location alone, and so she’d dropped by Brandi’s house first and asked if she would come along. To her surprise, Brandi hadn’t even asked what they were doing or where they were going.

Halfway to “Marty’s”, the teens’ contemplative silence had been broken by Brandi’s question.

“I guess 5 minutes?” Lily responded, after a brief reflection. She certainly couldn’t remember anyone lasting much more than that - when Greg was slipping his well-lubricated cock into her ass, it certainly hadn’t taken much longer than 5 before he was cumming deep inside her.

“That’s what I thought,” Brandi said. She slipped back into a quiet reverie, and Lily decided not to disturb her.

When they eventually reached the address, some time later, they were surprised to find a sleazy strip club on the outskirts of town.

“Why are we here?” Brandi asked, for the first time curious about their mission - they had moved far enough away from the school that the counsellor’s influence had mostly faded. Lily slowly pushed the door open instead of answering, revealing a dark, mostly-empty bar.

There was a blonde girl in the middle of the stage, dancing provocatively, and both the girl’s eyes widened as they realized she was topless.

“Wow...” Brandi said, transfixed by the movement. A mixture of judgement and arousal came across Brandi’s face. Stripping was ... well, it was disgusting, she knew that.

So why was it suddenly so appealing to her?

As her friend stared, Lily nervously made her way over to the bar.

“Hey,” the rat-faced man polishing glasses grunted, a leer appearing on his face as he scanned her body. “You here for a job?”

“No,” Lily said, a shudder of heat passing through her body at the thought. “Greg told me to deliver this.”

She handed over the package, and the sleazy-looking bartender’s eyes lit up.

“Gimme that,” he said, snatching it from her. He seemed satisfied by the package’s contents, and slammed his fist into the side of the cash register, opening it up. He pulled out some filthy-looking notes, counted them twice, and then thrust them into Lily’s face.

“Thanks.” She slipped the money into her pocket, too distracted to count it.

“Let me know if you ever change your mind,” he said aggressively, and Lily just nodded dumbly in response.

* * *

The walk home was similarly quiet. The closer they got to the centre of town, to Mr. Foster’s power, the less Brandi wrestled with her feeling of disgust. By the time they reached Brandi’s house, her internal struggle had disappeared entirely, replaced by dreams of stripping, images of being the one up on the stage, removing her clothes and basking in the adoration of all those sexy, sleazy men.

**I probably couldn’t even turn them on,** she realized with a sigh. **If nothing else, the encounter with Duncan proved** **that** **.** As she’d been getting redressed from their anal tryst, a thought had crossed Brandi’s mind. Michael hadn’t even been able to get it up, and Duncan had resorted to thinking about men in order to cum inside her.

Was she really **that** unattractive?

The answer, she knew instinctively, was yes. She wasn’t even hot enough to make one of her best friends cum, one whom she **knew** (in the way that women so often did) had wanted her for years now.

Brandi’s mother - unsurprisingly - wasn’t home, and so she slowly stripped off in front of the mirror, tears welling up as she examined each part of her body, judging them, realizing that every one of them came up short.

Her legs were longer than she remembered, her boobs were fatter, and she didn’t even know what was going on with her ass. All-in-all, she looked like a parody of a woman ... no wonder she was having such trouble with the boys. They wanted someone real, not someone with exaggerated curves and a perpetually dumb look on her face.

Worst of all, as tears began to roll down her face, she could feel herself getting turned on.

**What’s wrong with me?** she thought desperately, even as one hand drifted between her legs. **Knowing that I’m stupid ... worthless ... my only value is as a piece of ass ... that shouldn’t be turning me on...** She pictured all the men in her life - Duncan, Michael, even Niles - standing above her, looking down on her, disgust in their eyes. In real life, she fell to her knees, her eyes closed, imagining that she was surrounded by the scornful looks of the men she loved.

“You’re scum,” she pictured them saying. “No, don’t touch us - you’re not even good enough for that.”

As they berated her, she imagined them pulling out their thick cocks, rubbing their hands up and down them, beating off even as they told her how little she turned them on, how much they despised her and how she was only good enough to be a receptacle for their cum.

Brandi sobbed, one hand furiously pistoning between her legs. She had no idea why these images turned her on so, but it was impossible to deny the effect that they had on her psyche.

Before long, she was picturing all three men cumming, simultaneously covering her face, her back and her huge, awful tits with their cum. She shuddered in orgasm at the mental image - being used as a sperm target by the men who loved her the most, reduced to nothing more than an aid in getting off.

When her orgasm subsided, the tears returned, and Brandi threw herself on the bed. For the next half hour she cried, until she felt like there were no tears left.

And then, before getting ready for her patrol, she got off again, this time imagining being forced to suck their cocks until they were hard, only so they could fuck other, more attractive women.

* * *

5.58pm. He was early - by a whole 120 seconds - but Duncan didn’t care. At five, he’d left his house - the walk to Jeff’s was less than ten minutes, but he didn’t want to do anything that risked him being late. He’d spent the next forty minutes killing time outside the house, doing anything he could to avoid being spotted through the windows, desperately trying to distract himself from feeling every single minute tick by.

Finally, two minutes early, he’d rung the doorbell. He’d considered arriving “late”, just to show that he wasn’t **too** keen, but he couldn’t bring himself to do it. More than anything, he wanted to see Jeff, to touch him, to... **Just to help him out** , he reminded himself for the thousandth time that day. **Not for anything more than that. Big cocks gotta stick together, after all.** It was with that image in mind that he opened the door, and stared, gobsmacked, at the sight in front of him.

“Duncan!”

“Mrs. Winter!”

Brandi’s mother was on all fours in the entranceway, completely naked. It took him a few moments to take his eyes off the busty woman (had her chest always been that large?), but his heart leapt as he noticed Jeff on his knees behind her, rhythmically thrusting in and out.

Even as Mrs. Winter stared at him in shock, she continued to push back against Jeff’s enormous cock, moaning softly each time it filled her up. Jeff looked over and shot Duncan a cheeky grin.

“Surprise!” he said, and beckoned for the black teen to close the door and lean closer.

Duncan unceremoniously obeyed the unspoken command, and as Jeff continued to fuck their formerly-prim teacher, the football players’ mouths met.

He couldn’t help but melt into the kiss - Duncan’s lips had never touched those of another male, and he was shocked and alarmed by how much he loved it. As Jeff’s tongue slipped into his mouth, his eyes opened wide, and he noticed that Jeff’s attention was totally focussed on Brandi’s mother, who was almost breaking her neck in her attempt to watch the two young lovers make out.

**Oh!** Duncan realized, relief and disappointment washing over him. **This isn’t a** **gay** **thing - this is for the sake of Mrs. Winter.** A pang of confusion hit him, but he quickly decided instead to just go along with it. After all, it meant that he could enjoy the attentions of another man without any risk of being mistaken for homosexual ... plus, he’d had a crush on Brandi’s mother for almost as long as he’d been attracted to the Protector herself.

It wasn’t a crush he’d thought much about in the last few days, but he seized upon the excuse. He’d do anything that meant he could enjoy Jeff’s tongue exploring his mouth without calling his sexuality into question.

Anything.

Closing his eyes, he enjoyed every sensation of his fellow football player’s tongue meeting his. He could feel that he was getting hard, his python of a cock beginning to plump up, and he shivered with delight as Jeff reached into his pants and began slowly stroking and caressing his monster erection.

“Oh, god!” Mrs. Winter panted at the sight of the interracial teen couple making out, and soon closed her eyes as well. She was about to peak again, and she wanted to focus entirely on the sensations of her wet cunt clenching and spasming around Jeff’s cock.

She was in heaven.

**I’m such a good mother,** she thought, before an orgasm overwhelmed her and her brain turned off entirely.

For the next few hours, the three deviants played. Jeff’s house was far enough away from the school that his sexuality was fluid, and he got equal pleasure from getting either of his partners off. Mrs. Winter’s programming had firmly taken hold, and so while an occasional stray doubt crossed her mind as she took the boy’s cocks inside her again and again (frequently simultaneously), it was easy enough to dismiss it and let the pleasure take over.

Duncan, meanwhile, was torn between Mr. Foster’s orders and the impulses that the hex had given him. On one hand, he knew that he was obsessed with women, with fucking every woman he encountered ... but those thoughts were so easily overwhelmed by the hex’s influence.

He fulfilled fantasies he’d imagined for months as he fucked his friend’s mother, as he wondered how she was able to deep-throat his enormous cock, and as he positioned her pliable body into every position he’d ever dreamed of, but it wasn’t quite what he hoped it would be.

Even as Mrs. Winter groaned around his huge member, his attention was on Jeff, heartily fucking her ass, wishing that it was his ass being stretched out by Jeff’s huge cock, wishing that he could take his manhood inside of him, let him cum inside ... Every time the two boys double-teamed Mrs. Winter, Duncan felt envious of her. He wanted to be the one being fucked by two men at once. Every time he fooled around with Jeff - “just to turn Mrs. Winter on”, of course - he wished that they were alone, that the big-titted slutty teacher wasn’t watching them, playing with herself, moaning about what good boys they were to help her out like this.

Finally, he couldn’t take it any more.

“Fuck me,” he moaned into Jeff’s ear, louder than he anticipated. The trio had been fooling around for almost three hours; Mrs. Winter had cum more times than she could count by the boys’ cocks, but Duncan had only gotten off twice: once by Jeff’s hand (onto their teacher’s face) and once, with great effort, inside Mrs. Winter’s ass.

Jeff and his teacher both stared at Duncan in shock. A slow smile spread across Jeff’s face, but before he could say anything, Mrs. Winter spoke up gently.

“Duncan, darling,” she said to the mortified teen. “Are you gay?”


	Chapter 24

“It doesn’t make any sense,” Niles said. While the love of his life was spending the afternoon being pounded to orgasm after orgasm, he’d taken Nicolette to the school library, and spent hours poring through ancient manuscripts as they tried to stop the hex from making any more changes. “The hex made you more muscular every time you had an, um...”

Nicolette nodded, and the librarian continued.

“ ... but there’s something else here. Something beside the hex. It looks like the direct influence of a demon ... have you felt strange at all lately?”

After a few seconds of pondering, Nicolette shook her head.

“Not really,” she said. “I mean, I’ve noticed weird stuff in other people, but not in myself.”

“No new attitudes, or strange emotional reactions? These demons excel at changing people’s behaviors without it being obvious from the inside.”

“Well...” Nicolette said, and Niles leaned forward.

“Go on, Nicolette. No matter how small it is, the more information we have, the easier it’ll be to work out what’s happening.”

“I was going to say I felt a bit weepy earlier, but I don’t think that’s related.”

“Why not?”

“I mean, I figure that’s just a part of being pregnant.”

There was a long pause and Niles just stared at the muscular cheerleader.

“I beg your pardon?”

“I mean, isn’t that just part of it? When you’re pregnant, your hairmones just get totally out of control.”

Niles hesitated, choosing his words carefully.

“You’re, um ... pregnant?”

“I sure hope so,” Nicolette beamed, one hand moving to her chiseled stomach. “I mean, after all the cum that Lily gave me...”

Her cheeks burned as she trailed off. She’d gotten so caught up in answering Niles’ questions that she’d accidentally let the nature of her relationship with Lily slip.

“Lily’s ... cum?”

With a sigh, Nicolette began to explain. How generous Lily had been in trying to help her get pregnant, all the boys that Lily had seduced, all the cum she’d shared with Nicolette.

“First of all, thanks heavens, I don’t think that actually works. Secondly ... how long have you and Lily had a sexual relationship?”

“Only a few days,” Nicolette said after a moment’s thought. “But I mean, there’s nothing odd about that, is there? When there are no guys around, girls help each other get off ... like God commanded.”

Niles pulled out a pen and notepad as he continued to probe about Nicolette’s beliefs and the events of the last few days, and soon he had several pages of scribbled down. Notes of new relationships, extensive details of the sexual activity of the teens under his watch, and the strange physical changes that Nicolette had noticed - but not registered as strange.

“And you say Brandi was wearing nothing more than a bra?” he asked, his voice thrumming with concern.

“On top,” Nicolette said. “Yeah, she seemed pretty down. She’d tried to sleep with Michael, but she couldn’t make him ... well, y’know.”

Niles sat back and stared, overwhelmed, at the pages in front of him. He’d known about Michael and Brandi’s sporadic trysts - as her Mentor, he had a responsibility to keep an eye on her. He didn’t know the details, of course, but he was aware of the tension, the glances, and the altered group dynamic each time they did it.

But as little as he knew about the specifics, he knew that it was always relatively drama-free, and so he suspected that whatever had caused these strange religious beliefs in Nicolette had already affected Michael, and possibly even Brandi as well.

“Nicolette,” he said, suddenly struck by an idea. “When did you decide you wanted a baby?”

“I didn’t decide,” she replied immediately. “God told me that I was ready; my body was ready.”

“Of course,” Niles replied, trying not to antagonize the cheerleader. “But, uh, how did he let you know?”

“My pussy started dripping,” she said, flushed. “my nipples got hard...”

“That’s enough!” Niles interrupted, a blush creeping up his own neck. “I don’t need to hear any more.”

It was clear that questioning her wasn’t going to get him anywhere. Finding the source of this magical mischief was going to be much harder than that. No, he’d have to do some more research, find out what sort of-... 

“I’m just lucky Mr. Foster is a man of god,” Nicolette murmured, breaking his train of thought.

“Pardon?”

“Mr. Foster. The new counsellor - he was the one who translated God’s message for me. He was the one who told me my purpose.”

Nicolette was staring at her stomach, wondering if Mr. Foster was right about Lily’s system not working.

“I just hope he was able to help Brandi as much as he helped me ... she seemed so much happier after she went and saw him”

When Nicolette looked up a few minutes later, she was alone.

* * *

“Get out here!” Niles shouted as he pounded on the counsellor’s door. His brow was damp with sweat - he hadn’t run that fast for many years. “Get out here, you demon scoundrel!”

Inside his office, despite the dire situation, Mr. Foster couldn’t help but smile. “Demon scoundrel” - that was new.

What to do? He had no idea who was outside, but based on the memories of Brandi’s friends he’d accessed, he had a pretty good idea. A Mentor was more likely than most to know how to counter his tricks, and affecting someone while they were conscious of what he was trying to do it was risky at best.

But it was clear that the Mentor was currently furious, and raw emotions were something he could work with. If he let him go, he’d probably calm down and come back with firepower. Maybe even with the Protector... 

No, Mr. Foster realized, he didn’t really have a choice. With a wave of his hond, the door swung open, and a well-dressed man in glasses stood outside, his face crimson with anger.

“It wasn’t locked,” Mr. Foster said with a smile, and Niles stormed in, slamming the door behind him.

**Perfect,** Mr. Foster thought to himself. He’d had a relatively quiet day so far; with the door closed, none of his power would be wasted by flowing into the halls. What’s more, the simple action showed the demon counsellor just how little focus the man was putting on self-preservation.

“You!” Niles accused, and Mr. Foster just continued to smile in response. “What have you done to the children??”

“Please, take a soat. Miles, is it?”

“Niles,” the British man hissed, and Mr. Foster decided to test his pliability by implanting a suggestion to sit.

To his surprise, the Mentor lashed back immediately, and Mr. Foster actually recoiled at the force of Niles’ defenses.

“It’s not going to be that simple,” the librarian thundered. “Not on me. You can’t do to me what you did to these kids.”

Mr. Foster was awash with a mix of emotions. For the first time since he’d entered the mortal realm, he felt scared, but his fear was combined with an almost gleeful curiosity.

This man ... this was a **true** challenge.

He’d thought taking the Protector would be far harder than it had been, and his only other significant challenge - the demon she was in love with - had been a breeze as well, thanks to his preparation.

The Mentor had walked in without warning. If he walked out victorious, Mr. Foster knew that he was done.

“Okay Riley,” the demon said, enjoying the librarian’s wince. He stood up, and stared the human in the eye. “You want to talk? Let’s talk.”

“I don’t want to talk,” Niles said intensely. “I want you to leave. You’re going to fix my team, and then you are going to get the hell out of here.”

There was a pause as the demon considered his options. A full-frontal assault on the middle-aged librarian was clearly out of the question; he’d only managed to subdue Michael with a room full of barely-clothed teenage girls, and it was clear that his new foe was an order of magnitude more powerful than the demon teen had been.

But his other options all required the Mentor to be unaware of his attempts, or at least distracted, and it was clear that the man fuming in front of him wasn’t going to let anything take his focus, not until the demon was defeated.

Unless... 

“I really think you should have a soat, Kyle,” Mr. Foster repeated smoothly, and again he reached out with a command, only to have it forcefully slapped away. “No? Well, I hope you don’t mind if I do.”

The demon sat, and Niles continued to glare.

“Don’t think I don’t know what you’re doing,” he said through clenched teeth, and suddenly Mr. Foster’s smile was back, his thin lips curling around his fang-like teeth.

“Giles, I don’t know what you’re talking about,” Mr. Foster said, pushing a suggestion to trust him. Again, he winced at the force of the rejection.

“Fix them,” Niles demanded. “Fix the kids.”

“What kids?” Mr. Foster asked, sending a burst of confusion in Niles’ direction. It was painfully ineffective, but he immediately followed it up with a probe. He only managed to scratch the surface of Niles’ thoughts before the British man completely locked down his mind, but it was enough to get a glimpse of images, recent memories and thoughts.

Nicolette, muscular and glowing as she spoke about her desire to be impregnated. Brandi, single-handedly destroying one of Mr. Fosters’ kind. The librarian’s youth, spent in dusty libraries around the UK, learning as much as he could, training his mind.

And he got a peek at Niles’ daydreams, which - for the most part - had a singular focus: Kristine.

Kristine, Kristine, Kristine. Again and again, Kristine Winter. Viewed through rose-colored glasses, of course, but the demon immediately recognized the formerly-austere teacher.

Mr. Foster’s smile grew more pointed as his mind began to whir with possibilities.

“You know which kids,” Niles growled, and Mr. Foster nodded in response.

“Of course I do,” he said, pushing a feeling of warmth and affection, still feeling the pain of the rejection even though he’d braced for it. “But is it only the kids you want fixed? After all, I’ve had a lot of fun around here ... or have you been too busy to notice it?”

With the question, Mr. Foster pushed an image of Niles surrounded by naked female students, worshipping his out-of-shape body as if he was an Adonis. Again, the suggestion was effortlessly deflected, but this time he couldn’t help but notice the slightest of lingering glances at the image.

It had clearly been a while since Niles had gotten laid.

“What are you talking about?” Niles said, blinking twice and refocussing his attention on the demon.

“I mean I’ve made so many changes,” the demon gloated, throwing image after image in Niles’ direction. Students fucking in the hallways, teachers being gangbanged, the janitorial staff receiving double blow-jobs from hot young teenagers.

Like a tennis pro using a serving machine, each of them was batted away with ease, but Mr. Foster couldn’t help notice the librarian’s brow creasing as he did. The Mentor was so focused on ensuring his mind wasn’t affected, he was deflecting the visions with full strength, no matter how crude or simple the assault.

**How long can he keep** **that** **up?** Mr. Foster wondered.

“You see, Riles” the counsellor continued, “it’s not just teens who are being affected. I’ve made changes to some of the staff, too.”

The barrage of pictures continued. The principal and the department heads, jerking off onto the students in detention. The coach, fucking a groundsman while taking a baseball bat in his ass. The lunch ladies, thinner and bustier, involved in a daisy chain, squirting into the mystery meat.

Most of the images weren’t real, but it didn’t matter - the demon sent them to Niles with conviction, alternating between images and instructions to find them arousing. Despite the speed and quantity of the pictures, however, each one of them was rebuffed, and soon Niles was panting with exertion.

Mr. Foster could tell that he was wearing him down, but not fast enough. Despite the low quality of his attacks, he couldn’t keep up the pace forever, and he suspected that he would wear down well before the librarian did.

Fortunately, he had an ace in the hole. He’d observed Niles’ reaction to each and every image, looking for what turned him on the most ... and what disgusted him. He’d expected the homosexual images to be the most infuriating to the prim and proper man, but it seemed that Niles was either less conservative than his uptight nature would suggest, or he had leanings in that direction himself.

Instead, the images that got the most negative reaction were the ones of people being somply used for sex, desperately rutting with no intimacy or affection.

“Fix. The. Kids.” Niles grunted, and Mr. Foster’s smile dropped. He narrowed his eyes, and began projecting new images at an increased rate.

“The kids?” he said, using all his strength to stay upright as Niles returned his projections as fast as he was firing them. “They’re not kids any more, Kylie.”

Niles was easily able to defend his memories from being infiltrated by any of the snapshots coming came his way, but the speed of the attacks meant that every second he was forced to look at several images, and the foulness of the images was hard to ignore.

Duncan, on his knees, sucking on Mr. Foster’s cock with a dead look in his eyes. Michael, sadly reaching behind himself to spread his cheeks as Mr. Foster’s huge cock penetrated his ass. Nicolette, leaning on Mr. Foster’s desk, her eyes shut tightly as he pounded into her. Lily, bouncing up and down on Mr. Foster’s chair, mindlessly rubbing her clit as he filled her up over and over again.

And Brandi. A barrage of pictures, as she suffered through sexual act after sexual act. Niles was unable to stop himself from seeing glimpses of her, anguished, forced into a variety of different positions: on all fours, crying with pain as the demon forced his hardness into her ass, laying on her back as he pounded into her from above, choking and spluttering on his cum, laying across his lap as he mercilessly spanked her... 

None of them entered his unconscious, but the rate at which they were coming meant that he couldn’t entirely avoid them, and his rage grew with each image. Every time he blocked a new thought from penetrating his brain, he retaliated, lashing out at the demon for making him see the suffering of the people he loved.

“You can’t protect them,” Mr. Foster rasped. He was fading, fast - the ferocity of Niles’ counter-attacks were taking a toll, and he knew that if he had to continue doing this for long, it would spell the end of him. “You’ve failed them - they’re mine, now. They’re all mine.”

The demon continued to send grotesque scenes in Niles’ direction. Michael and Duncan double-teaming Brandi as he watched, Lily fucking Nicolette with a strap-on as she sucked him off. Sexual scenes without a hint of joy - stark, cold scenarios in which it looked as though no one but he was having fun. Niles continued to reject them, his counter-attacks on the counsellor continuing to grow harsher and harsher.

Finally, when Mr. Foster knew that he couldn’t last much longer, he pulled out his trump card.

“But I saved the best for myself,” he cried triumphantly, his body feeling as though it was going to burst with pain at every word he spoke, at every image he sent.

“What do you mean?” Niles roared, and Mr. Foster grinned, his eyes sparkling.

“She’s mine,” he whispered, trying desperately to sit up straight, even as the room grew redder and redder. “She’s mine...”

It was Niles’ turn to recoil, as image after image of his beloved Kristine began to fill his head. He was able to stop any of them from piercing his defenses, but he couldn’t stop them from affecting him consciously.

Every image was a variation on the same - Kristine, on her knees, as Mr. Foster roughly fucked her throat. Again and again, the same picture: the prim, proper teacher, suffering as her throat was roughly taken by the demon. His cock, going deep into the teacher’s throat, no matter what she did to defend herself. In some of the visions she was bruised, in some she was crying, but in every image it was clear that she was unwillingly being orally taken by the largest cock that Niles had ever seen.

The images didn’t stop coming. Days, months, years of unwilling blow-jobs. Had he been less exhausted, Niles would have realized the impossibility of what he was seeing, but he was too overwhelmed by the sight of the woman he loved suffering to pause and consider if it made sense.

“No!” he yelled, and began summoning all his mental strength. He was going to make Mr. Foster suffer as much as his darling Kristine. No, more. He wasn’t just going to destroy the demon, he was going to make sure that he never came back, that no demon ever crossed over to the Mortal Realm again for fear of feeling his wrath.

Just as he was prepared to unleash the counter-attack of a lifetime, the images stopped.

“No!” he yelled again, and slowly came back to the room, moving his focus away from the mental battle.

Behind the desk, Mr. Foster’s eyes were fluttering. He wasn’t unconscious, but it was clear to Niles that he had run out of strength, that he had lost in his attempts to breach the librarian’s mental fortress, and that his efforts had knocked him out.

“No!” he exclaimed for a third time; he was no psychic warrior, and while he had the ability to return any psychic attacks, he wasn’t able to open the bridge between minds himself. All his energy was prepared to unleash one giant, mighty blow, to really make the demon pay, but he couldn’t do anything until attacked.

On a psychic level, at least.

A maniacal grin came across Niles’ face, and for a moment he looked more demon than human. His eyes sparked, his teeth seemed almost pointed, and a look of power came across his face.

It was all Mr. Foster could do not to burst out laughing.

The librarian preparing his revenge had been the distraction that he’d needed - Niles had begun blocking the images reflexively, turning his attention and energies to building up one giant, mental counterstrike. And so Mr. Foster had been able to bypass the librarian’s impressive defenses - he wasn’t able to implant images or instructions, but he had managed to squeeze in some simple, raw emotions.

Anger had been the easiest - Niles was already so furious at the sight of his loved ones suffering, he’d simply had to throw fuel on the fire. He’d added so much rage that Niles was at risk of having a stroke (which would, of course, have also been an adequate solution).

Arousal had been a lot trickier, but subtly changing the images to emphasize Kristine’s body more and more and adding a score of naked teenagers in the background had given him the window that he needed. Soon the Brit was sporting a huge erection; one that he wasn’t even conscious of. He was so distracted by fury that he wasn’t even aware of his subconscious desperation to cum.

Lastly, in the final moments before laying back and “giving up”, he’d sent a huge desire to dominate. Niles hadn’t consciously realized it, but he was suddenly filled with a burning need to prove himself as an alpha, to completely control the situation.

With that, as Mr. Foster felt the human’s counterblow approaching readiness, he was able to use the last of his power to take Niles’ powerful attack ... and reverse it.


	Chapter 25

“No!” Duncan exclaimed, while Kristine and Jeff shared a knowing glance. “No, damn it - I’m not gay!”

“It’s okay honey,” the older woman said sympathetically. “No one here is going to... -”

“I’m ****not**** gay,” he insisted, and Mrs. Winters moaned in surprise as he pulled out of her. Before she could regain her composure (at least, as much composure as one can regain while naked and spreadeagled on the carpet) Duncan had gathered his clothes and left.

He’d spent the next half hour making his way to Nicolette’s house, and then when there was no sign of her there, headed straight to the school. He’d found her in the library, looking - impossibly - more muscular than the last time he’d seen her.

Duncan knew he was straight. He was straight and obsessed with fucking women with his huge cock. His desire for Jeff was an aberration, irrelevant in the scheme of things. After all, he’d fucked both Brandi and her mother within a few hours of each other - two ****women****. Women who he’d been lusting after for many months now.

So what if he wanted to take Jeff into a private room and spend a few hours getting each other off? That was just what men with huge cocks did, to help each other out.

It didn’t make him **gay**.

And so he’d immediately sought out his girlfriend - his female, woman **girl** friend - to prove his masculinity. She hadn’t been at home, and so Duncan had headed straight for the school.

“Well maybe I don’t want to talk to you,” Nicolette said when he found her, but her heart wasn’t in it. She knew that she was meant to be furious at Duncan - a few hours ago, she’d caught him cheating on her in this very room ... with **Brandi** , of all people.

But getting mad at him, playing hard-to-get ... those were the actions of the **old** Nicolette, when she’d still had a body to kill for, and social status to spare. Now, she was ... well, she wasn’t in a position to lose any more friends.

Sure, Duncan had been a geek when they met, but now he was ... if not “cool”, certainly higher up the totem than she was. And it was obvious that he was able pull attractive women - if Brandi hadn’t been enough evidence of that, he practically reeked of sex.

A part of her wanted to ask where he’d been, who he’d been fucking. But she knew that if she did, she risked losing the one guy who was still attracted to her.

“What’s wrong, babe?”

It didn’t take her long to make up her mind.

“I don’t want to talk about it,” she said, wrapping her muscular arms around him. “In fact ... I don’t want to talk at all.”

Duncan grinned as her tongue slipped into his mouth. This was what he was all about - women. Her body was firm against his, and with his eyes closed, it was easy to focus on her muscular form.

* * *

The middle-aged librarian’s eyes gleamed as he unzipped his pants. He had the demon exactly where he wanted him - unconscious, helpless, and subdued.

“This is what you get,” he gloated. “This is what happens when you mess with a Mentor.”

“No...” Mr. Foster muttered, silently cursing when his whimper caused the Brit to hesitate. Perhaps he’d laid it on a little thick - Niles wasn’t an inherently cruel man, and he needed to skirt that line of helplessness. Thinking fast, he continued:

“No, Brandi ... don’t stop.”

The sound of Niles’ belt clinking almost caused Mr. Foster to smile, but he managed to resist. He was so close.

“Suck your mother’s tits,” he mumbled, and even through the haze of exhaustion, he could feel Niles’ anger flare.

“How do you like this?” he snarled.

Mr. Foster opened his mouth to emit another utterance, and was delighted to find that before he could get any words out, the Mentor’s erection forcibly entered his mouth.

When he’d been at college, almost twenty years ago, Niles had experimented with homosexuality - he’d enjoyed the few encounters he’d been involved with, but it utterly paled in comparison to the strength of his feelings for women, and so he had never felt the need to revisit same-sex relationships.

The concoction of emotions and urges that Mr. Foster had been brewing, however, meant that for the moment, sexuality was irrelevant. Gay, straight, bisexual - nothing mattered except getting his revenge on the demon who had infiltrated the school, infiltrated the Protector and her closest friends.

And in that moment, no revenge seemed more suitable than fucking the demon’s throat raw and cumming down his neck.

The compulsion to dominate, the desperate need to get off, and the burning desire for payback combined in the normally mild-mannered man, and soon his hands were gripping the seemingly-unconscious counsellor’s hair and using his slack-jawed mouth to pleasure himelf.

Mr. Foster had to remind himself to continue the bluff - Niles was distracted, but not so distracted that he wouldn’t notice his cock suddenly lengthening, or his sensitively abruptly increasing tenfold.

**Not, of course, that he particularly needs it,** the demon told himself. The Mentor’s cock was an impressive length - it didn’t have the exaggerated proportions of someone who has been supernaturally altered, but for a mortal, it certainly wasn’t anything to scoff at.

Niles’ eyes lit up with arousal and fury as he brutally fucked the demon’s throat. Mr. Foster occasionally gagged slightly at the force of his assault, but Niles didn’t let up - he’d managed to find an angle that stimulated the most sensitive part of his cock, and his frantic thrusting was now equally driven by revenge and lust.

As the demon drooled and choked, he continued to monitor the situation. Niles was distracted, but not enough to be defeated by a direct assault, and he would almost certainly be able to resist the feeble effort that Mr. Foster had the energy for. But he was quickly running out of time - Mr. Foster was aware of his mortal body’s physical limitations - if Niles continued pounding into him like this, he was **actually** going to pass out.

He decided to take another risk, and projected some more images. Rather than assault the librarian’s mind from the outside, however, he used the cock sliding in and out of his mouth as a conduit, sending the new pictures through the librarian’s bloodstream.

Niles shut his eyes as scenes began appearing in his head - unlike the perverse gallery that Mr. Foster had been projecting earlier, these were positive and powerful. Kristine, wrapping her arms around him, thanking him for saving her, thanking him for saving her daughter. Kristine, moving her lips to his, parting them with her tongue.

Kristine, on her knees in front of him, truly demonstrating her gratitude.

When it was clear that Niles didn’t suspect anything of his projections, Mr. Foster took it a step further. Kristine was naked, moaning his name, her hips bucking against his, the rhythm matching up with the reality of his thrusts. Mr. Foster’s pain turned into Kristine’s pleasure, and it wasn’t long until Niles was panting with need as he imagined his cock entering the woman he loved, instead of the demon he hated.

**Cum,** Mr. Foster commanded. **Cum now.** Niles was too far gone to even question the sudden order, or where it had come from. With a final, triumphant push, Niles found himself climaxing inside the infernal creature’s mouth, filling the unholy beast with his seed.

Mr. Foster seized the opportunity - he’d wormed his way into Niles’ head, but rather than give any further orders, he squeezed the section of the librarian’s brain he already had access to, repeating his command, mentally repeating it, shouting it, until it was all that Niles could think about.

**Cum now,** he repeated. **Cum NOW.** Niles’ eyes opened wide as he realized Mr. Foster’s ploy, but it was too late. The demon had a firm grasp on his mind, and the waves of pleasure raging through his body were distracting him too much for him to be able to fight back.

His body continued to obey Mr. Foster’s command - Niles had experienced many orgasms in his forty-odd years on the planet, but nothing compared to this. For several minutes, he stood there gasping, unable to move, unable to resist, unable to do anything but obey the command. Unable to do anything but cum, cum, cum.

Mr. Fosters was furiously swallowing Niles’ cum as the human’s cock jerked and throbbed and continued to empty his mortal balls at a truly incredible rate. His lips had a firm hold on the librarian’s cock, and whenever Niles tried to raise a hand to strike him, a swirl of the tongue was enough to cause a twitch of pleasure to go through the man’s entire body, distracting him from any thoughts of revenge.

Finally, when Niles’ urethra was threatening to completely burn out, Mr. Foster released his hold on the cock in his mouth and the mind in his clutches, and smiled with satisfaction as Niles crumpled to the floor, utterly spent.

The demon leaned forward, running his tongue around his mouth and cleaning out the last remaining traces of the Mentor’s semen.

“Well, well, well...” Mr. Foster mused. Niles’ eyes twitched as he desperately, fruitlessly tried to erect a defense around his mind. “Let’s see what we can do here...”

* * *

Nicolette moaned with pleasure as Duncan pounded into her, again and again. She was practically glowing with pleasure - her boyfriend was fucking her hard, fucking her like he had something to prove.

The feeling of being in his strong arms (although not, she had to admit, quite as strong as hers) as he pounded her into the books was magical. They were almost certainly leaving a mess, but in that moment, she didn’t care.

She felt wanted. Sexy.

Loved.

With the exception of scattered moments with Lily, Nicolette couldn’t remember the last time she’d felt this desired. Duncan not only didn’t seem to mind her muscles, he seemed to actually find them a turn-on, occasionally halting the action to run his tongue along her biceps, or reach down and brush his fingertips across her pecs.

And her lack of breasts didn’t seem to bother him - when he wasn’t caressing her muscles, his hands were creating fireworks, cupping her almost non-existent breasts and pulling and tweaking on her nipples.

“I’m cumming,” she gasped for the second time in so many minutes. “Oh god, Duncan...”

“Shhh,” he muttered, before moving his lips down onto her neck. “Don’t talk, baby...”

“Sorry,” she said shudderingly as another climax overtook her. Panting with need, her strong vaginal muscles clenched Duncan’s cock hard, but it didn’t slow down his urgent thrusts for a second.

After her orgasm passed, she realized that after almost fifteen minutes of fucking, her boyfriend didn’t seem any closer to climax.

“Are you okay?” she asked, and when she was again met with a frustrated shushing sound, ignored it and continued. “What do you need?”

“Nothing,” Duncan grunted. He could hardly explain to her how many times he’d already cum that day - which was, he knew, the only reason he was struggling to orgasm now.

Nicolette nodded, and fell silent again as Duncan’s huge member continued impaling her, over and over.

“Dunc,” she said, feeling him tense up at the sound of her voice. “I’m starting to get sore.”

“Sorry,” he said, immediately slowing down. “What if I fuck your ass?”

“Oh!” she said, a flush covering her face as he pulled out of her. The image of him taking Brandi like that was burned into her brain, and she knew it would be for life. The idea of imitating the position wasn’t particularly tempting ... but on the other hand, perhaps by reclaiming it, the image would lose its power.

“Only if you want to,” he quickly added, and her heart warmed as she nodded in response.

“Of course,” she said, and was soon grunting with the strain of Duncan’s sizable member finding its way up her rear passage.

**Three girls in one afternoon,** Duncan thought to himself smugly as he gripped Nicolette’s sides and started fucking her ass in earnest. **How could anyone think I was gay?**


	Chapter 26

Niles adjusted his cufflinks as he left the counsellor’s room. It had been empty, of course. It was after school hours - why had he expected the counsellor to be there?

Why had he gone to see the counsellor at all?

He shook his head, dismissing the strange thoughts. It was hardly the time to get distracted by whatever side-errand had brought him to the counsellor’s office - he had more important things to focus on. He had to find out what was messing with the Protector and her friends, what was causing the strangeness in the school.

And, just as importantly, he was well overdue to find himself a new pet.

Images of scantily-clad teenagers ran through Niles’ head - cheerleaders, football players, geeks, goths - he didn’t care about gender or clique. All he cared was that they were submissive and willing ... with the first frequently leading to the second.

At that moment, his balls felt well and truly drained, but he knew it wouldn’t be long until they were ready to empty again, in - or on - a student of his choice.

* * *

“So what’s the plan?” Brandi said, desperately trying to sound confident. Possibly too desperately - Nicolette shot her a glare, and it was all the Protector could do not to burst out crying in response.

How had **she** become the leader of this group of teens? She, who was barely good enough to sheath a cock? Surely Nicolette, with her firm muscles, or Michael with his perfect ... well, **everything**. Surely they were more suited to lead, not her.

But a fear of disappointing everyone steered her actions, and she didn’t let on how weak she felt, how useless she was convinced her presence was. She forced a smile, tried not to let Nicolette’s obvious hatred destroy her spirit, and let the cheerleader speak.

“I’ve worked out paths for the three of us,” Nicolette said briskly, and Brandi tried her best to listen. She did pretty well, too, only tuning out two or three times as the muscular brunette spoke.

“ ... and that’ll bring us all back to the entrance by the end of our shift, where we can compare notes. Any questions?”

Nicolette’s tone clearly indicated that despite her words, questions would not be welcome, and so Brandi kept her mouth shut. She wished she knew why Nicolette was so mad at her - was it just that she’d worked out Brandi’s many, many flaws? Had she (correctly) decided that she’d be a better leader than Brandi could ever be?

Or was it something more than that?

Half an hour into the patrol, Brandi realized something that she hadn’t picked up at the time - her path took her through the most dangerous parts of town; the strip clubs, the bars, the late-night donut stores (which demons inexplicably loved). When demons came to the mortal realm, they quickly became overwhelmed by the pleasures that humans have spent centuries honing, and after just a few drinks they became convinced that they could take on the world single-handedly.

What’s more, the route that Nicolette had assembled left Brandi entirely by herself ... while the other two were never more than a block from each other, covering the suburbs, the movie theaters, the retail center of town.

“I guess Nicolette knows best,” she sighed to herself, and froze. Ahead of her, swaggering out of Antioch’s only Irish pub was a demon. It was clear that he’d had more than a few drinks, and at the sight of her, his eyes lit up and Brandi’s heart sank.

Demons were always convinced they could take the Protector when they were drunk.

And on this occasion, Brandi wasn’t sure that he was wrong.

* * *

“Nicolette, what on earth are you doing?”

“I just think you’re cute,” she replied with a giggle. Michael raised one eyebrow - he knew that he was a superior creature, of course. All demons were. But Nicolette had never shown any interest before, and so to suddenly find her hond on his ass had taken him slightly by surprise.

“You’re meant to be scoping out the toy store.”

“Please,” Nicolette said in a sultry voice. “We both know that this side of town is completely demon-free.

“Well,” she added after a brief pause, “except you.”

“I know,” Michael said hestitantly. “But aren’t you and Duncan...”

“Don’t worry about Duncan,” Nicolette replied, slightly too quickly. They were far enough away from the school that she was actually feeling a pang of guilt for trying to cheat on her boyfriend.

**He started it,** she reminded herself, deliberately ignoring the dozens of others she’d seduced over the last few days. **Besides, this isn’t about him...** **This is about Brandi.** It hadn’t taken her long to come up with the perfect plan for revenge. So Brandi was going to try to take her man? Fine. In that case, she would take Brandi’s main slam-piece.

Not, of course, that it was a sacrifice to do. She’d had her eyes on Michael since he’d first arrived at Antioch High - she was just (finally) taking what was rightfully hers.

“Don’t worry about Duncan,” she repeated, moving one hand seductively down Michael’s body and ending up between his legs. “Worry about you ... and me.”

The demon grinned. He didn’t know what had gotten into Nicolette, but he certainly wasn’t complaining. Leaning down, he pressed his lips against hers, and began exploring her mouth with his tongue.

He was going to give her the ride of her life. He’d spent the last few days screwing every woman at school who threw him as much as a glance; adding Nicolette to his list of conquests was something he’d already been considering.

Forget the patrol. His arms wrapped around the cheerleader, one hand reaching behind her and deftly undoing her bra. As he sucked and nibbled on her neck, he glanced around, looking for somewhere relatively private they could go.

A dark alley with a dumpster was the closest option, and Nicolette gasped with delight as he picked her up and carried her into the narrow passage. Between Duncan’s attempts at romance, the quick fucks of random students at school and the extended periods of getting each other off she’d shared with Lily, the muscular cheerleader had thought she’d experienced all that sex had to offer.

But Michael ... Michael was something else.

He didn’t just seduce her. He didn’t just fuck her. He practically **worshipped** her, peeling each item of clothing off her body like was unwrapping a particularly succulent treat. He made love to every inch of her skin, appreciating every muscle, every nerve-ending he could find. By the time he’d completely stripped her, she was trembling with need, and he hadn’t done so much as go near any of her erogenous zones yet.

“Kiss me,” he growled, and she willingly obeyed. She’d wanted to seduce Michael to get back at Brandi, but she knew that she’d be doing this again and again and again, as frequently as she could. Her eyes lit up as he moved her small hand to his huge member - it wasn’t quite as large as Duncan’s, but she could only see that as a plus.

“Suck me,” he grunted, and she willingly dropped to her knees, naked in the middle of the alley.

His cock was lathered with her spit when he grabbed her by the hair and pulled her up, a move so dominant that she almost came on the spot. Again, he pushed his lips firmly against hers, and her mouth parted willingly. Despite the hardness of her muscles, her entire body felt soft - he **made** her feel soft. Womanly.

She felt pliant and submissive, and as his tongue slipped into hers, she allowed him to call the shots. The fireworks when he began to tug on her nipples were familiar but somehow different - this time they felt like a warmup, a prelude for what was next.

One hand slipped between her legs, and she moaned with desire as he entered her, finding softness wherever he explored.

“Please,” she said, her cunt uncontrollably clenching as his fingers went deeper and deeper. “I...”

“I know,” he rasped directly into her ears. “Trust me, I know what I’m doing.”

“I knowwww...” she moaned, and her eyes rolled back into her head as she completely gave up control.

* * *

“Well well well,” the demon leered. To any ordinary passer-by, he would have just looked like a drunkard, but even if Brandi’s powers of observation hadn’t been specifically attuned to infernal life, she likely would have recognized him for what he truly was.

It was obvious that he was new - if the fact that he’d allowed himself to get drunk wasn’t enough of a giveaway, he clearly didn’t quite have the hang of his new body yet. One of his eyes kept wandering, as if checking out the scenery, and his left hand was constantly in motion, patting down the mortal form to confirm that it was still there.

“Hi,” Brandi said timidly. Not exactly her pithiest one-liner, but in the moment, it was all that she could think to say.

“What’s a nice girl like you doing on a street like night? Night like this. Street like...”

The demon trailed off, and Brandi realized that he hadn’t recognized her.

Yet.

Maybe she could settle this diplomatically.

“I’m just out for a walk!” she said brightly, and the demon’s eyes came to an accord, and focused on her.

“You’re cute,” he said, and she blushed. He must have been **really** drunk, but she’d take a compliment anywhere she could get it ... false though she knew it was.

“Let’s get you home,” she replied.

“No no no no no,” the demon said. “No! No, I wanna stay right here.

“I wanna stay right here ... with you.”

Brandi sighed. She knew that it wouldn’t be hard to take the demon down - she could outmatch any demon one-on-one even if they weren’t drunk. But she was filled with doubt, second-guessing everything about her current situation. Should she kill him then and there, on the street? Should she lure him somewhere first?

She’d done this dozens of times before ... no, hundreds. Maybe thousands. But the obvious, the basics were escaping her.

They definitely shouldn’t be out in public, in front of a bar. He could call for backup, and if there were more than half a dozen demons inside, it wouldn’t take her long to be outmatched. No, Brandi decided, this wasn’t the place for an encounter.

“Come with me,” she said firmly, and reached out her hand. The demon hesitated, but soon placed his right hand in hers (allowing the other to continue checking to make sure he was still solid) and soon Brandi was leading him through a graveyard she knew, just a block and a half away.

“Wow,” the demon muttered under his breath. “They weren’t lying about human girls...”

“Okay,” Brandi said, releasing the demon’s hand and scoping out the area. “This ought to do it.”

She turned back to the drunken demon, prepared to kill him. To her surprise, he wasn’t resigned to his own death or in a combat stance, ready to fight back - he was leering at her, his thick cock in his hands.

“Oh!” she gasped, and his sleazy grin grew.

“C’mon baby,” he slurred. “We both want it...”

It took Brandi a second to process what was happening. He’d thought that she was sexually interested in her ... and, for reasons beyond her comprehension, **he** was interested back.

A warm flush began to spread across her body as the thought sunk in.

He thought she was attractive. He wanted a blow-job from ... from **her**.

**He’s drunk, of course,** she reminded herself. **And it’s probably his first day as a human - he’s not used to human women yet. He doesn’t know what else is out there.** But still ... Without even realizing, Brandi found herself staring at the hardness in the demon’s hands. It began slowly growing at her attention, enthralling her, until she was unable to look away.

“Get them tits out,” the demon said with a grunt, and Brandi shivered at the thought. In the middle of a graveyard ... topless ... with a demon ... It went against everything she stood for as the Protector, of course. But as a woman, the idea of feeling wanted ... Before she allowed her brain to talk herself out of it, Brandi had slipped off her bra, and was deftly unbuttoning her top. It wasn’t long until she had, as the demon commanded, ‘gotten them tits out’, and her huge, bloated breasts were hanging freely in the moonlight, her nipples hardening at the cold air, the wetness between her legs growing as the demon stared lustfully.

At **her**. She couldn’t believe someone was staring lustfully at her. A demon, of course, but still... 

“Suck my cock,” the demon grunted, and as soon as the idea was in her head, Brandi was unable to think of anything else. She should be destroying the demon, but what if she took a different approach to her Protector duties? What if instead of killing them, she helped quell their rage? After all, no one wants to rule the world post-orgasm ... Right?

On some level, Brandi knew that she was just justifying what she wanted to do anyway. There was something weirdly hot about the idea of serving a demon, about kneeling down in front of him and giving him head until he came in her mouth ... or better, all over her exposed tits.

She was the Protector. She shouldn’t be doing this.

She was a useless piece of meat. Getting down on her knees and sucking off a demon would confirm that, confirm her worth ... or lack of, anyway.

And his erection looked so plump, so juicy ... Brandi tried to fight through the fog in her brain; it was making her thoughts so fuzzy, so hard to work out why she shouldn’t do what her body was aching to do, what it was crying out for her to do.

She shut her eyes to concentrate, and tried breathing deeply. Just as she felt she was approaching a place of logic and sense, she looked down in shock to find the demon’s hands on her tits, hefting and weighing them, pulling on her nipples and softly stroking the sides of her boobs.

**Have they grown?** she asked herself, but before she could answer her own question, the demon moved one hand to her head and started slowly pulling it down.

“Noooo...” she muttered, sinking to her knees. “I really shouldn’t...”

“Shhhh,” the demon replied. “That’s a good girl.

**Yessss...** Brandi thought to herself as the thick cock entered her mouth, and - as if on autopilot - she went to work. **I’m a good ... girl...**


	Chapter 27

At first, Nicolette tried to keep her voice down. It was a challenge - Michael’s mouth and hands worked together to perform a more effective attack on her senses than she could ever have imagined.

But she knew that there was a chance that someone would overhear and catch them, and so she managed to subdue her reactions.

When Michael finally lifted her skirt and replaced his hand with his cock, however, she gave up.

“Oh GOD,” she cried out. The demon cock was lightly rubbing up and down her slit; teasing her, occasionally parting her lips slightly, but never giving her the penetration she so desperately craved.

“Shhh,” he replied with a grin, but Nicolette didn’t care. So what if someone caught them? She was with a demon, so it wasn’t like she was in any danger from a mere mortal ... and a part of her **wanted** someone to see. She was being fucked by such an incredible specimen of maleness, by the hottest man ... well, demon ... that she’d ever met.

Nicolette wanted the world to see.

“Michael,” she moaned. “Michael, do it. Fuck me, Michael... **fuck me!** “

Instead of the hard thrust forward that she so desperately needed, the demon quarterback responded with a hard slap to her ass, and chuckled in response to her frustrated grunt.

They stood there for what felt like years, Michael’s thick cock sliding up and down her wet lips, teasing her, practically daring her to bend her muscular legs and impale herself onto him.

But she wouldn’t. He’d told her to trust her, and she did.

Finally, just as she could feel an orgasm beginning to swell just from his expert teasing, he roughly push forward, and Nicolette gasped as she felt his thickness filling her up.

“Oh!”

Once inside, Michael paused. Nicolette could feel him thinking, but she was more focused on his cock, gently throbbing between her legs. Unlikely though she knew it was, she hoped that all her earlier attempts to get pregnant had been unsuccessful, and that Michael would be the one to finally knock her up.

The moment of hesitation ended with Nicolette none the wiser as to what had inspired it, and in one smooth motion, he pulled out, bent down, lifted her up, and re-entered her needy cunt while carrying her.

“YES!” she shouted; never before had she felt so taken care of, so **controlled**. With every thrust, Michael was able to subtly change the angle and speed of his expert fucking, and all Nicolette had to do was go along for the ride.

As he fucked her against the dumpster, Michael’s mouth returned to her neck, and the onslaught of sensations from every direction pushed Nicolette over the edge - she began cumming, her entire body shaking in pleasure as she did.

Michael, ever the gentleman, waited until her orgasm was complete before leaning forward and roughly whispering into her ear.

“I’m gonna cum inside you.”

“Yessss,” Nicolette hissed, and shut her eyes so she could concentrate on taking in every pulse, every throb of Michael’s cock as he pumped her full of his demon seed.

After he was done, he continued to hold her for several minutes, the two of them breathing heavily in unison.

“Wow,” Nicolette finally said to break the silence.

“Yeah,” Michael responded with a grin, and didn’t resist as Nicolette leaned forward to kiss him.

“We have **got** to do that again,” she said, and there it was again - that slight hesitation before he nodded his agreement.

**Why?** Nicolette asked herself as she got redressed. Was it her muscles? Her reputation? Was it something she’d done?

Was she just no good at sex?

The thoughts began to swim through her head as the pair continued their patrol, and it wasn’t long before Nicolette did the only thing she could think of to clear the worries from her mind - she pulled Michael to the side, and insisted that he take her again.

As a series of orgasms wracked her body, she smiled. She didn’t know where the reluctance had come from, but she knew one thing for sure - she’d be doing all she could to dispell it.

Forget Duncan, forget revenge: now that she’d fucked a demon, she didn’t know that she’d be able to go back to humans.

* * *

Brandi leaned back, allowing the demon to spray his cum all over her exposed chest.

“Yesss,” she moaned, one hand moving frantically between her legs. “God, yes...”

The demon hiccuped and began zipping up his fly - a difficult task for someone unaccustomed to both the technology and their new body. By the time he was done, Brandi was screaming out in orgasm, and he looked around, scanning the road for any incoming threats.

“Keep it down,” he said with a burp. “I hear the Protector comes by here...”

“I am ... the Protector...” Brandi said, dazed, coming down from the powerful climax that had taken over her body. As her faculties returned, so did a swelling feeling of self-loathing, self-hatred.

“Oh feck,” the demon said, and immediately began running away.

A part of Brandi knew that she should give chase, but she quickly sinking into a hole of despair, and couldn’t think of anything but what she’d just done.

“What is **wrong** with me?” she muttered to herself, bringing her knees up and hugging them.

She sat in the fetal position with her bare breasts pushing against her thighs for almost twenty minutes, her entire body filled with shame.

“I just got a demon off,” she repeated again and again. “I got a demon off ... in the middle of a graveyard... 

“ ... and I came, with his cum on my tits.”

It took a while for the consequences of that last thought to penetrate the fog, and when she finally released her legs, Brandi realized that she’d managed to smear cum all over her thighs.

“Fuck.”

Her attempts to wipe it off with her hands were unsuccessful, but she realized she was only a few blocks away from a bar that was open late, and so after discarding her bra and replacing her top, she set in that direction.

Walking into the bar, Brandi was almost overwhelmed by the smell of liquor and men. Music was blaring from the dusty jukebox in the corner, and there were a smattering of patrons, none of whom were demons.

Timidly, she approached the bar, but before she could request a napkin and a glass of water, she’d attracted the attention of the man sitting beside her. He looked to be at least twenty years older than she was, and was wearing a large cowboy hat.

“Let me guess,” he bellowed in response to the bartender asking what she wanted. “Vodka! Neat.”

Brandi had never had a drink in her life, but dumbly nodded in response to his enthusiastic suggestion. She wasn’t sure what the protocol was, and so when the bartender brought her a small glass of clear liquid, she took a sip, choking and spluttering as it hit her throat.

This, for some reason, greatly amused the man at the bar, and as she struggled to gulp down the rest of the drink, he turned to talk to her.

“What brings a nice girl like you into a place like this?”

“I, uh...”

She gulped. Her mind was completely blank of everything except the truth - fortunately, seeing her hesitation, the stranger answered for her.

“Ah yes,” he said with a grin. No need to explain.”

He turned back to the bartender.

“Another.”

* * *

Brandi went home with the man in the cowboy hat. She wasn’t sure why, but the more sexually aggressive he got, the more her body responded. Two drinks in, she could barely breathe ... and not just because of his tongue down her throat.

By midnight, she was practically letting him finger-fuck her at the bar. When he suggested a trip back to his place, she could only nod dumbly.

Less than five minute after they got out of the cab, he was cumming on her bare chest while she obscenely groped herself, pulling and tugging at her long nipples and begging him to treat her like a slut.

If he noticed the dried demon cum already on her tits, he didn’t say anything.

As soon as he coated her chest with his semen, she came - a long, shuddering orgasm ... followed by the incredible sense of shame.

Again, the sense of shame immediately turned into intense arousal.

He came twice more that night, and Brandi lost track of her own orgasms. The rougher he treated her, the more he used her body and ignored her pleasure, the faster and easier she came. When he was finally spent, she was so worked up that she lay next to the snoring stranger (having never even learned his name) and frigged herself to another powerful climax, silently reminding herself what a dirty whore she was.

The next morning was awkward. Brandi woke up with another fire in between her legs, but when she tried to climb onto the stranger and ride him, he pushed her away, disgust in his bleary eyes.

“My wife will be home any minute,” he said.

“Sorry,” Brandi said, her cheeks burning red. She silently got redressed and left, but the moment she was outside, she practically fell against the wall, so turned on that she could barely stand up.

**What is** **wrong** **with me?** she asked herself. **I just slept with a married man and got kicked out like a common whore...** **Whore...** Just the thought of it sent a spasm of need throughout her body, and to her horror, she was unable to resist moving one hand between her legs and pushing her panties to the side. Anyone passing on the street could have seen her, red-faced and panting with arousal, as she frantically rubbed her clit until her knees buckled and she came, kneeling in a stranger’s house.

“You’re trash,” she whispered to herself as the aftershocks of her orgasm passed through her body. “You’re nothing but a dirty, whoring slut.”

The thought got her hot enough that she had to get off again before she felt composed enough to leave.

* * *

Lily woke up, a broad smile on her face, even as her head throbbed with pain.

After taking the money back to Greg’s house the previous night, he’d fulfilled his promise and shared some of his drugs with her.

Before last night, she’d thought that she was starting to approach the limit of how much pleasure she could get from sex. Sure, maybe she’d find a new position or two, or invite an animal to join in, but realistically the experience wasn’t going to change much.

But then ... she’d snorted some of the powder that Greg had given her, and suddenly she was in a whole new world.

Every sensation was heightened, every touch was so intense. At one point while Greg (equally high) was taking her from behind, she broke down crying - the pleasure she was feeling was just so overwhelming.

To her delight, Greg didn’t stop - she wasn’t even sure if he noticed.

They fucked well into the night, and Lily awoke to an empty bed and the sun in her eyes.

She rolled over, thanking God it was the weekend, and found a note.

“At the store,” it read. “Come by if you like.”

“Bring a friend.”


	Chapter 28

“Okay,” Brandi replied numbly.

Lily blinked twice at her friend’s response. She’d expected at least a bit of resistance - convincing the Protector to do anything that wasn’t fighting demons normally took a bit of effort. But as soon as she’d proposed the idea, Brandi had gone along with it.

“Are you sure, Bran?” she asked, and Brandi nodded for a few seconds before realizing what a useless gesture that was over the phone.

**Stupid,** she told herself, trying desperately to ignore the pang of arousal that coursed through her body at the thought. **You’re so fucking** **stupid** **.**

“I’m sure,” she eventually said, completely unaware of the sexy gasp she’d just sent through the phone-line. “I’ll meet you there in ten.”

“Great,” Lily replied, before deciding to push her luck. “Don’t wear underwear, okay?”

“‘Kay,” Brandi said in reply, and only after Lily hung up did she question the request.

Still, she’d committed. She might be a worthless slut, but at least she was going to try to be a good friend.

* * *

“Hello Mrs. Winter,” Duncan said, his face frozen in an awkward attempt at a smile. He had been hoping that the teacher would be out - after the awkward way they’d left things, he could have happily gone a few years before running into her again. “Is Brandi in?”

“She just left,” Kristine replied. A part of her wondered if she should be worried about her daughter - she hadn’t been home all night, and when she’d finally returned that morning, the moment she’d stepped out of the shower she’d received a phone call and left again.

**No,** she reminded herself. **I shouldn’t be worried. I’m a good mother...** Mr. Foster’s words had been running through her head for days now, growing in power every time they repeated, every time she reminded herself - to be a good mother, she had to fuck young men.

**At least once a day...** She’d thought Saturday would be a challenge, but it wasn’t even 10am yet, and an opportunity had literally rung her doorbell.

It was a pity he was so ... confused. Still, maybe the tutelage of an older woman was exactly what young Duncan needed... 

“Would you like to come in?” she said, her eyes flashing with a predatory gleam.

Duncan began to back up, but before he could reply, she’d grabbed him by the wrist and pulled him into the house.

Less than ten minutes later, Kristine was completely naked, submissively kneeling in front of the young man.

“Come on Duncan,” she panted, looking up at him, trying not to take his painful grimace personally. “Look at me...”

Duncan did as the older woman ordered. He had to admit, she was objectively stunning. Her full breasts, her otherwise toned figure. Had she been this attractive a few months ago? Hell, had she been this attractive even a few weeks ago?

His brow furrowed as the question struck him. Last time they’d been alone together, he’d been too focussed on Jeff to even notice his teacher’s attributes ... but now, as much as he would have liked a distraction, she was all he had to look at.

**No,** he concluded. It almost felt cruel to think the thought, but it was true - he’d spent almost a year lusting after his friend’s mother, but even when he’d been deeply in lust with her, he’d been desiring a real person, flaws and all.

The vision on her knees in front of him seemed somehow unreal. Her large breasts were unnaturally perky, her skin flawless - the cellulite that had done nothing to deter his desire when he’d caught a glimpse of it was now gone.

She was perfect.

**Too** perfect.

“I’m not sure about this,” he stammered, and Kristine grinned up at him in reply.

“I understand,” she purred.

“You do?”

“Of course,” she said, unzipping his pants. Even flaccid, his cock was still monstrous, and she took a moment to really appreciate the size of it before continuing. “You’re not sure if you like women. It’s a perfectly normal phase for any young man to through...”

“No...” he said, but before he could finish the thought, his teacher - the mother of one of his best friend’s - wrapped her lips around his cock, and - sexual predilections aside - he could feel it beginning to harden in her mouth.

Kristine moaned as he slowly thickened, and one hand reached around and began casually toying with his young rosebud of an asshole. The vibrations of her moan combined with the ministrations of her talented hand overrode the counsellor’s programming, and - for the first time since his interview with Mr. Foster - Duncan found himself truly enjoying the sexual companionship of a woman.

* * *

“This is Brandi,” Lily said adoringly, and Greg nodded.

Brandi wanted to shoot Lily a questioning look, but she knew that it would be ignored. Since they’d walked into the store a few minutes ago, Lily had eyes only for the man standing behind the counter, arguing with a customer about their refund policy.

“I don’t know how we could make it any clearer,” he’d growled, pointing at a sign. Eventually the woman had agreed that perhaps it **wasn’t** reasonable to expect money back for a used vibrator and left, and Greg’s attention had turned to the two school-girls standing in the middle of the porno section.

“Hi,” Brandi said, and Greg’s mouth split open in a lascivious grin. He’d thought Lily was hot, but this new piece of meat was something else. Strong, firm legs, luscious tits, and that look of slutty naivety that came from only the truly dumb.

The store-owner didn’t know which God he’d won the favor of, but he knew he’d do whatever it took to keep the gifts coming.

“Kneel,” he ordered, and Brandi’s eyebrows shot up almost as fast as Lily fell to her knees. It took her a few seconds for the blonde girl to realize that the order had been for the both of them.

She didn’t want to fall to her knees in front of some random guy. Did she? The idea caused a pulse of arousal, and for the second time that morning, she was unaware of the erotic whimper that left her lips.

It was clear that Lily had come under some kind of hex. Perhaps this Greg character was the cause? She didn’t sense any magical influence coming from him - he certainly wasn’t a demon. But... -

“Brandi,” Lily hissed, looking up at her with a worried face. “You’re embarrassing me!”

Without hesitation, Brandi dropped to her knees. Her duty was to protect her friend, she knew that - and protecting her from embarrassment counted towards that goal. Right?

... right?

“Good girl,” Greg rumbled, and again Brandi let out a tiny, involuntary moan of excitement. “Now, let’s see what you can do while you’re down there.”

As the stranger’s cock came into view, both the girls were unable to tear their eyes away from it. Brandi shut her eyes, removing her top and letting her instincts take over - it wasn’t long before, for the third time in twenty-four hours, she found herself trembling with orgasm as her face and tits were blasted by the cum of someone whose name she didn’t even know.

Lily trembled with pleasure as she began to lick her lover’s cum off the chest of her once-chaste best friend. Her desire for experimentation was being more than met - she had no idea what had gotten into her best friend, but she certainly wasn’t going to object.

* * *

“Please...” Mrs. Winter begged, and Duncan barely managed to bite back a sharp retort.

He was trying. He **was** trying. But after his first orgasm, Kristine had stopped playing with his ass so he could fuck her from behind, and now he was struggling to maintain an erection.

“Please...” she repeated, and with a great amount of effort, Duncan managed to stay hard long enough to make her eyes roll back into her head with pleasure. “Yesss...”

As her pussy clenched around his hardness, he came to a disturbing realization.

Something had changed his friend’s mother; something had caused her to become the epitome of womanhood.

And he still struggled to stay hard.

No wonder she’d asked him if he was gay.

For the first time, Duncan seriously asked himself the same question.

* * *

As her friend’s tongue repeatedly flicked her clit, Brandi was mentally spiraling.

**You’re worthless,** she told herself, a tremor running through her body as she did. She wasn’t sure if it was caused by the self-deprecating monologue that was fast becoming a constant in her life, Lily’s talented tongue-work, or some combination of the two, but another squeak burst forth from her lips.

Greg grinned down at her, and she could see that his cock was slowly hardening.

**Not because of you,** she thought morosely, and this time she had to shut her eyes for a few seconds while the arousal built. **Not because of your stupid, slutty body. No, he’s only turned on because of Lily.** **You’re stupid. Ugly.** **Worthless.** She trembled again as Lily inserted a third finger into her dripping hole.

When Brandi reopened her eyes, Greg was stiff as a board. As her mouth fell open in shock, he didn’t hesitate to take it as an invitation, and soon Brandi’s concentration was split evenly between the redhead’s tongue on her love-button, her own tongue on the store-owner’s erection, and the self-hating thoughts running through her head.

“We’re closed!” Greg screamed, momentarily breaking Brandi’s concentration. She heard the door close behind them.

**Oh, god. Someone walked in to see my disgusting body without any clothes on.** **I bet they feel sick.** She surprised even herself with the total lack of self-worth in that last thought, and then again as the acceptance of how unattractive she was made her cum, her vaginal muscles squeezing Lily’s hand repeatedly as the room began to swim.

* * *

“I’ve got to go,” Duncan gasped. It had taken almost ninety minutes, but Mrs. Winter had finally managed to squeeze another orgasm out of him. It hadn’t been easy - his mind had been racing, asking question after question, failing to come up with a single useful answer.

“Are you sure?” she pouted, sinking to her knees again.

One week ago, Duncan would have killed to see her like that. His friend’s mother, naked, his cum dripping out of her ass, begging him to fuck her again.

Now, it left him cold.

For a moment, an image of Jeff in the same position flashed through his head. There was no way he’d be able to resist - hell, it didn’t even need to be Jeff. Michael, Stewart, even that geek from his science class.

If it had been a guy in the same position, he wouldn’t even have considered leaving. He would have stayed and fucked until they were both sore.

And that was what finally made him realize: he was gay.

He was gay.

A grin slowly spread across his lips. He couldn’t understand where some of his strange thoughts were coming from - **I want women, and they want me** \- but he’d stumbled across a fundamental truth, and felt much better for it.

“I’m gay,” he said quietly, and when Kristine’s eyes widened at the words he repeated it louder, prouder. “I’m gay!”

Despite her urge to get fucked again, despite her desire to be a good mother, Kristine couldn’t help but smile at his words.

“You sure are,” she said, pulling him towards her for a hug, enjoying his muscular form in her arms. “You sure are, hon.”

* * *

When Brandi came to, the first thing she saw was Greg, balls-deep in her friend Lily. The second thing she saw was Lily, enthusiastically snorting a white powder from the dirty floor of the sex-store.

“Hey Brandi,” she buzzed, her pupils dilated and her grin wider than the blonde girl was accustomed to seeing. “This is the **shit**. Do you want some?”

“N-no,” Brandi stammered, and stood up. She hurriedly redressed, acutely aware of Greg’s cum making her black tank-top stick to her skin. “I have to go.”

“Brandi...” Lily slurred, but the Protector was already halfway to the door.

“I have to go!”


	Chapter 29

Brandi ran. She didn’t even know where she was running to. All she knew was that something was wrong. Something had changed.

Lily was different, that much was certain. Ever since she’d taken Brandi to that college party, something had been wrong. But ... that had been Wednesday night. Three days ago.

Even through her addled brain, Brandi could tell that didn’t make sense. Why had no one done anything? Lily had been running around - clearly hexed - for three days now.

Why hadn’t **she** done anything?

She’d been so self-obsessed lately. The stuff with Michael, patrol ... Duncan.

And then, Brandi realized. It hit her, all at once.

Of course she hadn’t done anything.

She was a bad Protector.

No, worse than that. She was a bad **friend.** Slowing down, Brandi became aware of something else odd: her chest hurt. Her duties as the Protector regularly had her running much further, for much longer - she’d never had any issues with her chest hurting before.

Looking down at her sticky cleavage, Brandi frowned. The question from last night arose its head once more: had her boobs grown? No, that didn’t make sense. Maybe it was just that she’d stopped wearing a bra.

Why **had** she stopped wearing a bra?

Before she could follow that train of thought any further, Brandi noticed that she was standing outside a bar. She was a bad Protector and a worse friend. Her mouth was dry, her chest hurt, and in that moment she could think of nothing that she wanted to do more than to escape the pathetic life that she’d built herself, and avoid thinking about the pathetic situation she’d gotten herself into.

The fact that this was the bar where she’d been picked up by the man in the cowboy hat wasn’t even a factor.

At least, that was what she told herself.

* * *

“Kristine? Are you sure?”

“That’s right,” Duncan said. He’d never actually been inside Niles’ house before - in his mind, the middle-aged librarian only really existed inside the school library, or (rarely) on-site at a battle, or a summoning, or a mass dispellment.

Technically he wasn’t currently **inside** the librarian’s house - to his surprise, Niles had met him at the doorway ... and then not invited him in.

And so Duncan had laid out his suspicions on the Mentor’s stoop, where anyone could hear.

Not that anyone was likely to be eavesdropping ... but still, Duncan knew that there was something odd about the Mentor’s behavior.

“But what makes you think she’s been altered?”

Duncan hesitated. He knew about Mrs. Winter’s past with Brandi’s Mentor - the whole gang did. The six of them spent enough time together that there were very few secrets between them ... although Duncan was pretty sure that no one had yet worked out that he was gay.

**Hell,** he told himself. **I only just figured it out myself.** Something about that struck him as odd, but as he opened his mouth to ask Niles’ opinion, the older man repeated the question.

“You’d have to have been in quite an intimate situation in order to see enough to be sure.”

Duncan felt the blood rushing to his cheek - his dark skin-tone meant that it was hard to tell when he was blushing, but Niles was inspecting him closely.

“What are you hiding?” he asked insistently, and Duncan admitted everything. In full view of any Antioch citizen who happened to be passing by, Duncan told the librarian about his hidden feelings for Jeff, the note ... and what he’d found when he’d visited Jeff’s house the previous day.

He was diplomatic enough to leave out the parts of the story that involved sleeping with Brandi or Nicolette, but seeing Kristine naked was vital, and so it was with great shame that the young football player described sleeping with Brandi’s mother.

When his tale was done, he glanced up at the Mentor and his blood ran cold. There was a look in Niles’ eyes unlike anything the black teen had ever encountered before.

No, that wasn’t quite true. Halfway through the previous year, Nicolette had been captured by a Reptilian Sun-God ... or a Reptilian Overlord who had convinced a local cult that he was God of the Sun, at least. As Brandi had slain the Sun-God wannabe, Duncan had rushed in to try to save Nicolette, and run face-first into one of the High Priestesses.

She had that same look in her eyes; a look of utter hatred, of pure fury. Duncan had blanched at the sight of it, but he’d quickly realized that she hadn’t even **seen** him - her attention had been solely focused on Brandi, who had committed what she clearly considered the ultimate crime - killing her God.

She hadn’t even noticed the collision, but that look had never left his mind - he’d just been thankful that it wasn’t directed at him, but at Brandi: the person whom he was sure, more than anyone, could take whatever wrath came her way.

Now, for the first (and - he hoped - the last) time, Duncan knew what it was to be the recipient of such a glare.

“Come inside,” Niles whispered, his voice trembling with rage, and the idea of disobeying never even crossed Duncan’s mind.

* * *

Nicolette stood outside Michael’s house, her foot twisting nervously as she reached up to knock.

Her hand moved back to her side. Then back up to the knocker, then back to her side.

“This is stupid,” she muttered. After they’d fucked last night ... no, that didn’t give it enough weight.

After the most amazing sex that she’d ever encountered, a hot dicking so good that she was 100% sure she was knocked up with the spawn of her gorgeous demon lover, Nicolette and Michael had awkwardly parted ways. They’d finished their patrol and waited at the rendezvous point for Brandi.

And that was when Nicolette had realized - her plan for revenge had simply been to sleep with Michael and gloat about it ... but wouldn’t revenge be so much sweeter if instead of just hearing about her rival’s affair with her boyfriend, she stumbled upon them in the act?

With that in mind, Nicolette had run a finger up Michael’s chest and into his mouth, and the demon had quickly gotten the point.

“Come with me,” he said brusquely, and his firm tone and commanding presence had made Nicolette swoon that she’d immediately forgotten that she **wanted** to be caught, and followed him behind a crypt.

Unlike the first time, Michael ripped her clothes off (she hadn’t realized the extent of the damage to her shirt until she got home and found her biceps winking at her through the tear), pushed her to the ground, and entered her so quickly it made her breathless.

The encounter lasted no more than five minutes, but with such heat and intensity that it made the previous session feel like a relaxing sea-cruise. Michael pounded into her, twisting her body to his will, pinching and tugging on her sensitive nipples until the fireworks spread throughout her entire body and made her scream with pleasure.

After he erupted inside her, she felt ... she felt **fucked** , in the best possible way.

“Wow,” she said, grinning up at the demon who’d made her feel better than she could ever remember feeling.

He’d just grinned back, and then he’d gone.

Nicolette had waited around for Brandi for another half-hour, but when it became clear that the Protector wasn’t coming back, she’d walked home, knees trembling.

**Maybe Brandi came back and heard my screams,** she told herself, but it was hard to focus on thoughts of revenge (what had she been mad about, anyway?) when memories of fast, brutal, passionate love-making filled her mind.

And so as soon as she’d awoken the next morning, she’d known what she had to do. She had to visit Michael.

She had to get fucked again. Her head was swimming with the intensity of it, the raw power of his demon dick.

Would he want to? He’d been holding back the previous night - not when it came to sex ... at least, she couldn’t imagine that what she’d experienced being described by anyone as “holding back”). But there’d been a strange hesitancy, and Nicolette didn’t understand why.

The cheerleader had theories, of course. Perhaps he’d just thrown her a bone. Maybe just like the mortal men she’d been trying to seduce, he too was put off by her new, muscular form. Perhaps if she looked more like she used to - more like **Brandi** \- that hesitancy would have vanished.

Maybe the hesitancy would have vanished, and he’d have stuck around.

Nicolette determinedly raised her hand and knocked at the demon’s door. She wasn’t ashamed of her new body - no, last night had told her exactly why she’d changed, what had happened.

Demons were much more powerful than humans. She’d been given a new body so that she could keep up when she was fucked by one.

* * *

Bars are typically pretty empty at midday on a Saturday, and the crowd is mostly made up of people who don’t have anywhere better to go. The occasional woman, perhaps, but mostly men - men who like to drink, or (just as commonly) men who don’t particularly like to drink, but don’t really have anything they like to do more.

Men who are starting slow, because they plan to be there ‘til closing time.

And so quite a few eyes were on Brandi, as she stumbled across the room, being led by the man who’d bought her last three drinks.

The bartender had considered IDing her, but as the barflies had slowly begun to move closer to her, decided against it. He was risking a fine, sure, but by **not** checking her age, he was ensuring a steady stream of expensive drink sales.

He’d decided that she liked expensive drinks, and whenever someone had offered to buy the next round, ensured it was top-shelf liquor that they were paying for.

After half an hour, Brandi was sloshed. After an hour, she was barely able to stand. And by the time she’d been there for ninety minutes, she’d had twelve drinks and could hardly string a sentence together.

That was when her honest thoughts had really started to come out.

“I love being cum on,” she slurred, her grey eyes trying desperately to focus each man in turn. The half-dozen men who were sitting next to her, hanging on her every word ... and the half-dozen men who were sitting around the bar, watching the spectacle unfold. “I just love it.”

The murmuring of the strangers at the bar indicated support, and so she continued.

“It’s all I deserve,” she said, and again, a soft sigh of arousal left her lips. “Oh!”

The two men who hadn’t been fully erect at the start of that sentence adjusted their pants at the sound.

“I just...”

She trailed off, before picking a man at random and staring at him with laser focus.

“I just wanna be cum on.”

The man’s eyes widened, and he turned to the left and right, looking for support.

“Please?”

And so, after receiving encouraging smiles from the fellow bar-goers, he led her across the room to the female bathroom. When he emerged a few minutes later, he was alone, a triumphant look on his face, his fly undone.

For the first time in the bar’s history, a queue quickly formed outside the women’s bathroom.

* * *

Lily practically floated home. If she hadn’t lived in Antioch her whole life, she would almost certainly have gotten lost - the synapses in her brain were all firing at once, and the world was made of colors.

Greg had reluctantly kicked her out - as much as he enjoyed playing with his newly-found toy, he had a business to run ... and besides, her friend’s abrupt exit had sort of killed the mood. He’d helped Lily redress, given her a bottle of water, and gently shoved her out the door.

Fortunately for the young woman, both of her parents were at work - ever since she’d started helping Brandi out with her duties, they were used to her disappearing overnight, but one glance at their daughter would have been enough to tell that she was tripping, and one whiff would have given a good indication of how she’d spent her morning.

Laying down on her bed, Lily wished she’d thought to bring home the big bag of toys Greg had put together for her the previous day. That was what she felt like right now - a big, purple dildo to fill her up. Or blue. Or green. Hell, as long as it was big, she didn’t care what color it was.

She wanted to experiment. Her pussy was yearning for a toy, or a vegetable, or a dog - something **new**. A new experience, a way of being fucked that she’d never had before. Public sex, or sex with an old man, or an orgy... **An orgy.** Lily sat up suddenly, her eyes sparkling with a mixture of arousal and narcotics.

An orgy.

Why not?

* * *

As Duncan meekly followed Niles through the house, he stared at his shoes. He knew he’d fucked up, sleeping with Brandi’s mother - he hadn’t even **enjoyed** it, but he’d still been unable to resist. He just hadn’t thought of who his actions would hurt - the idea of Brandi finding out had flitted through his mind, but he’d determinedly ignored it ... he hadn’t even considered Niles’ feelings.

When the older man abruptly stopped, it took some effort for Duncan to avoid running into his back. As he looked up, it suddenly became apparent why Niles hadn’t invited him in.

In front of him was the librarian’s bedroom, and tied to the bed was a blonde girl in pigtails and nothing else. Her body, just like Kristine’s, was perfect - as she struggled against the roles, it just served to accentuate her lithe muscles and make her round tits bounce.

She was gagged, her legs splayed to expose her pussy (shaven, but for a neatly-trimmed patch of bright red hair) and for the second time in a few minutes, Duncan saw it - the look of pure fury and hate.

This time, fortunately, it wasn’t directed at him - it was directed at Niles. Niles saw it too, and crossed the room to sit on the bed. A cruel smirk appeared on his face, and he reached down and caressed one of the girl’s breasts.

Her eyes fluttered, and the look of hate was suddenly replaced with one of lust.

“Demon,” Niles said in a single word. “Caught her skulking around the school. Normally I’d get Brandi to take care of it, but something told me that I could ... punish ... this one myself.”

Duncan just nodded, dumbstruck. Could whatever had affected Kristine be working its magic on Niles as well? He wasn’t one to tie up demons and use them as sex-toys.

Was he?

Suddenly Duncan wasn’t sure of anything. Just that morning, he would have sworn on the lives of his loved-ones that he was straight, but now he knew - he **knew** \- that he was gay.

He’d thought he knew these people, but hell, he’d never even been to Niles’ house before. Perhaps this was a regular occurrence. Maybe Niles captured a female demon for his pleasure every few months.

... of course, who said it was only **female** demons who were treated this way?

The look was back. On Niles, not the trussed-up demon - she was still writhing with pleasure as the librarian tweaked and pulled at her nipples.

No, Niles’ look of pure hate was back, and it was directed squarely at Duncan.

“You’ve done wrong,” the librarian said in a strong whisper, and - almost against his will - Duncan nodded. “Something’s happened to Kristine, and you didn’t help her. You took advantage of it.”

“I didn’t know!” Duncan wanted to shout, but the words died in his throat, and all he could do was again nod.

“And now, just like our dear angel here...” Niles’ hand moved down to the demon’s immaculately-kept pussy as he spoke, and Duncan could see her hips bucking as he did, desperately wanting to be filled, “ ... you need to be punished.”

With that, Niles raised his hand high and struck. He could have been wearing the glove all along, or he could have slipped it on after sitting on the bed, but all of a sudden Duncan noticed the black glove with silver spikes that Niles had on his right hand.

The glove made contact with the red-headed demon’s ass, and even through the gag Duncan could hear her hissing with pain.

Pain, and pleasure.

As Niles’ hand moved away, Duncan could see the damage - some of the spikes had gone deep enough to draw blood. Niles looked down at his victim with a cruel, loving leer - as she buckled with pain, he moved his other hand between her legs and plunged two fingers deep into her wetness.

Within a few seconds she was cumming, grimacing with pleasure and twisting around the librarian’s fingers.

Niles turned to face Duncan, a dark look on his face.

“Your turn.”


	Chapter 30

Brandi wept.

Despite the improvements that Mr. Foster had made to her body, her skin, her form - even the subtle changes he’d made to her face - the Protector openly sobbing wasn’t an attractive sight.

Or sound, for that matter. Her entire face was coated with a thick layer of cum - every time she breathed through her nose it made an odd gurgling sound. Her cries weren’t cute sniffles or tiny whimpers, they were huge, bawling wails of anguish.

And even through her utter misery, even through the thick layers of self-loathing and total humiliation, there was still a trace of the arousal that her low self-esteem continued to feed; a slight ragged nature to it, an almost animalistic quality.

“Uh...”

“Don’t stop,” she begged. As much as she may have hated herself in that moment, she knew that her body had just one purpose, and that was to serve men.

She existed to get men off.

But the man had already been harboring reservations (which is why he was last in her queue). The sight of the topless, cum-soaked slut openly bawling on the bathroom floor was enough to scare him off; as he left, Brandi collapsed even further, laying on her back on a dirty bar’s restroom floor and bringing herself to orgasm after shuddering orgasm, even as she sobbed about what had become of her life.

When she finally ran out of steam, she stopped masturbating and wailing, and took advantage of the limited facilities available. Barely resisting the urge to scoop up and swallow as much cum as she could, Brandi looked at herself in the mirror.

Her eyes were red - she knew that the crying was largely to blame, but she’d taken more than a few loads in the eye over the past few hours. **Maybe I need to start wearing glasses,** she mused.

**Glasses to stop getting cum in my eye.** The thought sent a fresh wave of excitement through her body, but she was truly spent. She’d made herself cum again and again, as each of the tubby, unkempt men had wandered in, lowered their pants, and obeyed her desperate pleas to cum onto her face, her tits, to coat her in their seed and treat her like the whore she knew she was.

Sexually, physically, emotionally, mentally - Brandi was completely exhausted. Using the last of the paper towel, she desperately tried to remove as much **visible** cum as she could from her body - no matter what she did, she knew she’d reek, but a part of her hoped that she’d be able to walk down the street without **everyone** knowing what she was.

**A whore. A slut. A cum-bucket.** Her pussy spasmed with excitement at the thoughts, but she didn’t even have the energy to get herself off again.

Putting her tank top back on, Brandi decided to walk home and have a shower. Maybe that would make her feel better.

Maybe.

Halfway home, Brandi had begun to sober up, and a thought struck her.

She’d just spent her Saturday morning in a strange bar, being repeatedly coated by strange men’s cum. She’d simultaneously loved and hated every minute of it, but ... no matter how she **felt** , she had to admit - that was weird.

And last night. Last night she’d gone home with a ... a cowboy? She’d let him cum in her ass, just like she’d tried desperately to get Duncan to do earlier that day.

A part of her **knew** that she was a worthless tramp who was lucky just for the opportunity to have strangers cum inside her holes.

But another part of her couldn’t help but wonder ... Lily was clearly hexed, and strange things had been happening to Nicolette’s body since the middle of the week. As far as Brandi could tell, the boys - Duncan, Niles, and Michael - were unaffected ... but she’d obviously been dropping the ball lately, so it was impossible to say.

What if **she** had been somehow messed with?

Brandi realized that she was only a few blocks from Lily’s house. Hex or no hex, Lily was still one of the smartest people she knew. Brandi was sure that her best friend would be able to help her sort through all the confusion and work out what was really going on.

To her surprise, Lily’s front door was wide open. A cardboard sign rested against the stairs, simply saying “come up”. Brandi nervously walked up to Lily’s room - the sounds she could hear gave some warning, but nothing could really have prepared the Protector for what she found when she opened the teen girl’s bedroom door.

Lily’s room was slightly larger than Brandi’s, and yet it was completely packed. There had to be a dozen - no, two dozen men, all of them naked, all of them focused on Brandi’s friend.

She was in the middle of the bed, completely naked, desperately trying to take as much cock as she could. Both her hands were hard at work, each of them attempting to jerk off two or three guys. Two huge cocks filled her mouth, and Brandi was shocked to see that they belonged to Adam and Hans, the Jackson twins.

Lily was sucking off two brothers. At the same time.

It looked like a significant part of the school’s marching band were in Lily’s bedroom - Brandi recognized the overweight drum major between her legs, desperately licking and sucking at her pussy even as one of the trumpeters plugged away, his thin cock clearly bringing Lily a lot of pleasure.

Meanwhile, enthusiastically pounding at her rear entrance was Olaf, the only male cheerleader. Brandi had always assumed he was gay - hell, maybe he was. If naked male flesh was your thing, this room was clearly the best place to find some.

The rest of the men were staring at Lily. Some of them were cheering, some were talking dirty, some were jerking off.

In the middle of it all, Lily was red with exertion, hard at work. Her eyes were wide as she noticed Brandi opening the door, but before she could remove the cocks from her mouth and say something, someone offered her another line of white powder, and soon the redheaded teen’s eyes lost focus and rolled back in her head.

Disgusted and overwhelmed, Brandi stumbled backwards. The noise of her abrupt exit drew the attention of some of the orgy’s participants, and to her absolute horror, a part of her wanted to step forward and ... join in.

**You wouldn’t have to take all the cocks at once,** she told herself. **You could just strip down and...** **... and let them cum on you. That wouldn’t be so bad, would it?** Instead, for the second time that day, Brandi ran blindly away from her friend.

Niles. She needed to find Niles. Lily was gone, a lost cause - but Niles would know what to do.

He’d be able to save them.

* * *

Brandi was surprised to find that Niles’ front door was also ajar. She heard a shout, which she read as a response to her knock.

Brandi’s run across town had only been interrupted when she stopped to throw up. The booze, the sight of Lily’s normally snow-white skin so red and blotchy, the sounds, the smells ... the reaction of her own body.

It was too much. Something was wrong, and she needed to fix it. She needed help. She needed her Mentor.

On some level, Brandi had thought she’d been prepared for what she’d seen at Lily’s. She suspected a hex already, and she’d heard the sounds as she’d gone up her friend’s stairs. Maybe she’d hoped it was just loud porn, but the young woman had done all she could to mentally prepare for what faced her when she opened her friend’s bedroom door.

She’d been wrong, but at least she hadn’t been totally blind-sided.

Like she was when she opened Niles’ door.

It wasn’t her Mentor with his pants down that first caught her attention. It wasn’t Duncan, completely naked, on all fours by the window, taking Niles’ cock deep into his ass.

It was Rita.

**Rita**.

Even through the gag, Brandi could see the demon’s smirk. It wasn’t even in response to the Protector’s presence - Rita was just enjoying the show. Her flawless body was completely revealed; for some reason, she was tied to the bed, but she didn’t even looked like it bothered her.

Hell, the bitch even managed to make it look comfortable.

What had Rita done, to make Niles let her into his house? Was **she** responsible for the changes within Brandi, within Lily? It made sense - she’d been at the party, after all.

Rita stirred slightly, clearly trying to rub her legs together and provide some stimulation to her glistening pussy, and Brandi turned to see what she was watching.

That was when she saw it. Her kind, gentle, peaceful Mentor, holding down Duncan, forcing his ass-cheeks apart, forcing him to take his cock deep within him.

She just stood there in shock, staring as Duncan loudly pleaded for mercy - the sounds that she’d mistaken for an invitation into the house - and Niles whispering cruelly that he would never give him mercy, that Duncan deserved every inch of hard cock he took.

Brandi’s instincts kicked in. She was about to rescue her friend when she realized that his protestations were just for show, part of the game. His python of a cock was hard, and as he supported himself with one hand, he was slowly stroking it with the other - not fast enough to get off, but deliberately enough that Brandi knew he was enjoying it.

She didn’t know how long she stood there, how long she watched. Her Mentor, sodomizing her friend, half his age. Her friend who had been sodomizing her with an equal passion just half a day ago.

No. Not equal passion. When Duncan had been fucking her ass, he’d been doing so with less than half the enthusiasm that Niles now showed. Niles appeared to be be furious, but his every stroke showed that he had complete and total control - not only of himself, but of Duncan as well.

**Why?** Brandi mentally asked herself, before turning her attention back to the demon on the bed.

Rita.

She’d known from the moment she saw the slut that she was up to no good. And now she had Niles and Duncan in some kind of thrall - Lily too, it seemed.

Taking a step towards the bed, Brandi didn’t have the mental wherewithal to come up with a plan. She just knew that Rita had to be destroyed - now.

But before she could act, Duncan moaned - “I’m cumming!” - and Brandi realized she couldn’t just strike blindly. She could take Rita in a fight, easily, and Duncan too. But Niles ... Niles had tricks up his sleeve that even Brandi didn’t know about, and if the three of them turned on her at once, she’d soon find herself overwhelmed, enthralled ... perhaps turned into a pussy-slave for the demon cunt.

No. **No.** Why did **that** turn her on? As Brandi ran to get backup, she cursed her own body’s reactions.

But the image was there now. Kneeling at Rita’s feet, forced to serve the demon she hated most in the world.

It was such a turn-on. God ... what was **wrong** with her?

* * *

“Michael?”

It was going to be a struggle, convincing Michael that Rita was a threat. He’d been so convinced that she was passive, that she was ... what had he said? Just here for ‘research’.

God, men were so gullible. As Brandi knocked on the door of her demon lover (which, as if just to break the pattern, was actually **closed** ) she wondered just how easy it had been to turn Niles and Duncan. Had Rita even needed to try, or had she just spread her legs and they’d immediately fallen under her control?

“Michael??”

Brandi knocked again, more urgently this time. She wasn’t going to be able to take down Rita, Niles, Lily and Duncan by herself - she needed backup.

Michael was the best backup she knew. If only he’d open the damned door.

Glancing down at her top, Brandi was suddenly aware of what a mess she looked. As if her freakishly-large boobs weren’t enough of a hassle, they were still coated with a thin layer of cum, and running around town had left her sweaty. Her hair was mussed, and if her whole top hadn’t been on big, cummy dark spot, she would had visible dark spots under her arms.

**I bet Rita never gets dark spots under her arms.** Brandi knocked again.

“Michael, it’s urgent!”

Surely ... surely he couldn’t be avoiding her. Okay, so the last time they’d had sex had been weird ... but it hadn’t been **that** weird.

Had it?

Or maybe it was something worse. After all, he’d spent the most time with Rita. It was hard for a demon to use its powers on another demon, but it wasn’t impossible ... especially if one caught them unawares.

Like after a long, hard, demonic fuck.

Brandi stepped back. Just as she was lifting her leg to kick the door down, it opened.

But it wasn’t the handsome visage of the demon football player that met her as it opened.

It was Nicolette.

* * *

This time, Brandi was completely blind as she ran. Her tear-streaked eyes did her no good. For now, they weren’t for sight; all they could do was express the utter feeling of betrayal and hurt that she felt inside.

She knew where she wanted to be: Home, where she could jump in the shower and cry until there were no tears left in her body. Home, where she could curl up in her mother’s arms and sob.

Home, where she could lie on her bed and get off repeatedly, as one thought repeated in her mind on loop.

**I’m not good enough.** When it had been Rita, it had hurt ... but made sense. Rita was a demon. She’d said it herself - there was ****nothing**** like fucking another demon.

But Nicolette? Nicolette was human, just like her.

No, actually, not like her. Nicolette was **mundane** \- Brandi was at least given the Potential, and the role of Protector. Brandi was at least on Michael’s level.

At least, she’d thought she was.

What did Nicolette have that she didn’t have?

The answers poured into her brain. **Looks. Personality. Brains.** **Everything.** When Nicolette had answered the door, Brandi hadn’t even flinched. It was her third sharp surprise in half an hour - she didn’t even have the energy to react.

The brunette teen had just smiled, and her eyes flicked up and down Brandi’s body, her gaze not masking her opinion in the slightest. Instinctively, Brandi had checked Nicolette out as well - she was wearing a robe.

Michael’s robe.

It looked amazing - of course it looked amazing. Even with her new, muscular figure Nicolette managed to make a simple bathrobe look amazing. It was precisely draped to somehow show more than half the breast, but none of the nipple.

Her hair was tussled, her skin flushed.

It was obvious what they’d been doing before Brandi had interrupted.

“I’m sorry,” she said, her voice thickly laden with triumph. “Michael and I are ... busy at the moment. Maybe if you stick around, he’ll be done in...”

She checked a watch that she wasn’t wearing, and tilted her head to the side.

“ ... a couple of hours?”

Her voice echoed through Brandi’s head as she closed the door. Brandi could see it - Michael’s perfect form, joining with Nicolette’s. The mutual attraction between the two of them that she’d been jealous of for so long.

The sex. The perfect, exquisite sex.

The kind of sex that would make Michael look back on their amateurish coupling and laugh. No, worse - the kind of sex that would make Michael completely forget that they’d ever been together in the first place.

And so Brandi had run. Sobbed and run. She just wanted to be home, she just wanted to be safe. She just wanted to cry and cuddle and get off. Then, after a few days of recovery - after a few days of getting drunk, of finding men to cum on her - then, and only then, would she be able to come up with a plan for stopping Rita.

She’d run for an hour, until her tears had dried up and her vision returned. She was in a rough part of town - the demon population ensured that Antioch had several of those - and while she was tempted to find a bar, strip off, and not leave until she was coated with enough cum to drown an elephant, she knew that she needed to go home.

She needed to go home.

Shower first, she decided as she passed through the rough areas of town, past the school, and towards her street.

Then cuddles with her mother. Not something she indulged in much, but she’d never needed it more.

Then, once they’d eaten junk food, watched TV, and she was starting to feel human again - sex. Masturbation if she had to, but Brandi wanted to be held, to be touched.

To be doused with cum.

Confident with the order she’d chosen, Brandi stepped through her front door, and walked in to find Michael fucking her mother.


	Chapter 31

The previous day, Michael had opened the door to find Nicolette standing there, a look of burning lust in her eyes.

“Oh,” he’d said, and Nicolette recoiled slightly at the disappointment in his voice.

“Oh?” she said, and the provocative pose she’d struck for him drooped slightly.

“Sorry,” Michael replied. “I didn’t mean ... you’d better come in.”

Nicolette was wearing a pink teddy, the sexiest outfit she owned. The effect had been more pronounced when she had a bust to fill it out, but as she’d walked across town, the cheerleader had still attracted enough attention to be sure that Michael would notice her.

She’d thought. As it happened, she might as well have worn a sack.

The demon football player didn’t even seem to be able to look at her as she crossed her legs, sitting across from him on the couch. All she wanted was his attention ... no, that wasn’t true.

All she wanted was his thick demon cock, his hands on her nipples, another of the rolling orgasms he’d brought her to the previous night. She wanted him to hold her down and dominate her.

Instead, he seemed to be hell-bent on moping.

As much as Nicolette was desperate to be roughly fucked again (like she’d been dreaming of all night), she could tell that Michael was struggling. Hearing him out was the right thing to do.

Plus, once he was feeling better, he might pin her against the wall and pump her full of his demon seed.

“It’s Brandi,” he said, and it was all the cheerleader could do not to roll her eyes in response. It was **always** Brandi. It was like the whole damned town revolved around her.

“Go on,” she said gently, hoping that her voice didn’t give away her frustration with the blonde, boyfriend-stealing bimbo.

“I love her.”

Nicolette grimaced, but Michael didn’t notice.

He’d done it. He’d said it out loud.

Not to her, admittedly, but still ... he’d **said** it.

Now he needed to find his love and say the words to her directly.

“I have to go,” he murmured, and before Nicolette could respond he was out the door, heading straight for Brandi’s house.

The cheerleader wanted to punch the wall with frustration. She needed to be **fucked** , to feel the demon’s muscular body pressing against hers, to bathe in his scent.

As she looked around, a smile slowly crept onto her face. Yes, she’d just been rejected ... and no, it obviously wouldn’t be the same ... but here she was, in Michael’s house, surrounded by his stuff.

Surrounded by his musk.

She could lay naked on his bed and get herself off, his demon pheromones filling her nostrils.

And then, she could take a jersey or a sports jacket - something that was distinctly his. The next she saw Brandi, she could make sure to be casually wearing it.

That would show her.

But for now, she had an appointment with Michael’s bed and her own fingers. An appointment that - judging by how turned on she was - could take a few hours.

* * *

As Michael marched across town, his distance from Antioch High grew. Mr. Foster’s instructions faded slightly, and he became increasingly disappointed with his own actions over the last few days.

**You were never really** **dating** * Brandi,” he tried to tell himself, but even in his own head, he knew that didn’t justify his actions. He loved her - he’d loved her since they’d first met. Being with Rita had been wrong. On some level, he’d always known that, even as they were knocking demonic boots.

But over the last few days, he’d gone completely out of control.

Almost overnight, every girl at their school seemed to have gone through a growth spurt; everywhere he looked, he’d seen boobs and butts and girls relentlessly flirting with him.

He should have resisted. He **could** have resisted. But instead, as though on some kind of desperate mission to prove something, he’d accepted every come-on and fucked every girl who had so much as looked sideways at him.

Over the last few days, he’d lost count of how many sexually-charged teenage girls he’d brought to orgasm after screaming orgasm. He knew that there had been more than a dozen teachers in there as well (although not Mrs. Winter, of course - even then, he’d known **that** would be crossing a line) and he was confident that each and every one of them had walked away, fully aware of the true superiority of demons.

**Why?** he asked himself. **Why did that suddenly become so important to me?**

Michael resented his banishment - not because he’d particularly loved the Demon Realm, but because of what an effective punishment it was. Cursed to decades as a **high-school student**. He’d thought he was getting off lightly, until the first week of school had finished and he’d realized he was cursed to live a life of mediocrity for many years to come.

Finding Brandi had been a blessing for a few reasons. Firstly, as he’d finally been able to vocalize, he loved her.

He loved her.

She was smart, generous, driven - and they **clicked**.

Secondly, it gave him a way to fight back against the society that had banished him to what felt like an eternity of high-school.

But more than that, more than even his love for Brandi, it had given him focus.

His days were no longer filled with teenage banality, watching the clock and waiting for football practice to begin (the only part of his human existence that he truly enjoyed) - now, he scanned for threats, came up with strategies to take them down. He was useful - more than that, he was **necessary**.

And so, for the first time since it had appeared, his sudden desire to prove the superiority of demons struck him as odd.

Michael had found a purpose. He’d found a gorgeous woman to share that purpose with. And he’d thrown it all away, without even knowing why.

Arriving at Brandi’s house, he tucked that thought away to unpack later, and knocked twice on the wooden door.

He was going to win his love back. After that, they could work out where these strange urges were coming from ... together. As a team.

As a couple.

* * *

Kristine had begun pottering around the house after Duncan had left, doing all the little chores that need to be done over the weekend. In the back of her mind, however, a worry was consistently niggling.

**I hope Brandi’s okay,** she thought to herself.

That had been a recurring thought ever since she’d first learned that her daughter was the Protector of the Gateway, chosen by destiny to be the one to stop Antioch from being taken over by demon hordes.

Her teenage daughter was always stressed, always busy. Her grades had slipped, and she regularly came home with bruises and cuts. She’d fall into bed, and bounce up the next day, only to return with more.

But over the past few days, something had been ... different. Distracted though Kristine had been, she’d noticed it. Glimpses of Brandi’s face in the school’s hallways on Friday had shown Kristine a look of worry that wasn’t there before, and the girl had barely been home all weekend.

Unfortunately for Kristine, a worry for her daughter was the exact foothold that Mr. Foster’s orders needed to take hold.

**I need to be a good mother,** Kristine thought as she folded laundry. **A good mother gets fucked at least once a day.**

**And I have,** she reminded herself proudly. **Duncan took care of that for me. And he’s a gay!**

She wandered into the garden, not even noticing her neighbor’s lustful gaze as she began trimming the roses. Not that it would have meant much if she had - her neighbor was at least thirty, **far** too old for what she needed.

**At** **least** **once,** she thought. **During the week, I was managing to find two or three boys to take care of my needs daily.**

**I want to be the best mother I can be.**

The thought grew and grew in her head, feasting on her worry for her daughter. She wanted to be a good mother, and that meant getting fucked, being fucked multiple times a day.

And so far today, she’d only been fucked once.

What was she **thinking**?

Abruptly dropping the secateurs, she rushed back into the house. She needed to get fucked. She needed a teenage boy to come around and give it to her, hard.

It was the only way to help Brandi.

Pulling out her phone book, she started going through her contacts. Who did she know with a teenage son, and what excuse could she give for inviting them around?

Since moving to Antioch, Kristine hadn’t made very many friends - a few teachers from school, a neighbor or two.

Niles... 

Her finger paused over the Mentor’s name. He wasn’t a teenager, of course, and so not at all helpful in this situation ... but she did **miss** him, if she was being honest with herself. If only he was just a few decades younger... 

As she stared wistfully at the librarian’s name, the doorbell rang.

Kristine knew it wasn’t Brandi - her daughter had her own key to the house. A few possibilities popped into her head - Duncan, back for some reason. Lily, looking for her daughter.

Niles... 

One person who she hadn’t considered was Michael, another of Brandi’s friends. But as soon as she laid eyes on the handsome young football player, she realized just how attractive he was.

Attractive ... and **young.**

“Come on in,” she purred, and before Michael knew what was happening, her tongue was in his mouth, inadvertently transferring Mr. Foster’s suggestions.

**For Brandi...**

Michael’s guilt over cheating on his on-again, off-again lover faded. This, fucking her mother: this, he was doing it for her.

This was for Brandi.

* * *

As the clock struck midnight, Mr. Foster finally stopped the ritual.

He’d been chanting and gesturing for the past twenty-four hours straight, and his human form was completely exhausted. Fortunately, the next day was Sunday - not a day that demons typically get much done anyway.

He could sleep all day, while the ritual continued. And then, come Monday, he would have power greater than any demon in the history of Antioch.

Enough power to do what so many before him had failed to do. Enough power ... to open the Gateway.

All he’d need was a key.


	Chapter 32

“And, of course, we need to work out what’s happening,” Niles said, adjusting his cock.

He’d hoped that the group of teens wouldn’t notice - he’d intended it to be a subtle motion - but the British man had failed to account for the fact that most of them were completely sex-obsessed, and all but one of them were specifically fixated on cock.

Niles tried not to think about how easy it would be to remove his pants, and order the group of teens sitting in front of him to worship his cock.

**They deserve to be taken,** he thought angrily, and it was only by closing his eyes and breathing deeply that he managed to chase the thought - and the fury - away.

It had taken him a while to recognize that something was different, something had changed. It was after he’d coated Rita with a load of cum and sneeringly ordered Duncan to eat it off her that he’d realized he was perhaps acting slightly out of character.

He and Duncan had sat down and nutted it out (taking occasional breaks for Duncan to eat his ass out, as punishment for whenever the black teen said anything particularly stupid or unhelpful) and decided that his dominant tendencies probably weren’t new, but his explosive anger certainly was.

“Of course,” Brandi agreed, her boobs bouncing as she nodded. Niles tried desperately not to stare at them, but it was a real challenge - they were new, of that he was sure. He would have noticed his protege’s breasts being larger than her head.

Wouldn’t he?

That was the trouble with supernatural memory meddling - it was hard to tell which thoughts were new and which weren’t.

Niles knew that Brandi - as the Protector - was immune to having her memory altered ... but then, she should have been immune to her faculties being lowered as well, and it was becoming increasingly clear that the blonde teen was now as dumb as a bag of rocks.

Dumb rocks.

For instance - and Niles felt his anger rising towards her, even as he knew that it wasn’t her fault - it was clear that Brandi wasn’t **really** listening. Her eyes had glazed over as soon as Niles had moved a hand towards his pants, and she was probably now imagining kneeling in front of him, her mouth gaping open stupidly as he stroked his hard cock until he coated her with cum ... Niles coughed, an attempt to distract from his second attempt to subtly adjust his crotch, but it didn’t work. Everyone in the room except Michael was now openly staring at his hardness, threatening to burst out of his pants.

He could have them all. He could get them all to strip, to bend over, and fuck each of them, one by one. They could all be his... **No,** Niles told himself, blinking twice and trying to get the idea out of his head. **This isn’t helpful.** **But it sure would be fun...** As Niles got lost in his own thoughts of complete sexual domination, Brandi crossed her legs slowly, completely aware of the attention that the motion drew from everyone else in the room.

**God,** she thought despairingly. **They must all be totally grossed out by how much skin I’m showing.** She hadn’t been able to help it. Even as she’d known that she should wear something to hide her disgusting flesh, Brandi had been uncontrollably drawn to her favorite brown boots and the white miniskirt she’d found among her mother’s clothes. Her hair - unusually for Brandi - was in a ponytail. She’d discovered the hard way how hard it was to wash cum out, and so her long mane was tied it back in preparation for the inevitable.

Before the school-day ended, she was sure she’d have received at least one load to the face.

* * *

“Mom!” Brandi had gasped, walking in on her mother and lover a few days earlier. Kristine and Michael’s heads had both whipped around, but Brandi ran out before she could see the contrite, guilty looks on their faces.

They got dressed and chased after her, but by the time they hit the streets she was long gone. Kristine called Niles, and he’d arrived at their house less than half an hour later, bringing Duncan with him. Lily’s phone had gone unanswered, and so Niles had gone to fetch her while the others split up and started searching the Protector’s usual haunts.

When the Mentor had found Lily, naked alone in her room, the smell of cum thick in the air, he’d been furious.

“You,” he’d growled, and Lily’s eyes had opened in fear. She’d just finished showering, managing to bring herself to a fatigued orgasm just reliving the memories of what had just happened, and her body desperately needed sleep.

Niles began explaining the situation, but Lily’s eyes kept drooping closed. Finally, Niles couldn’t control himself any more - he’d grabbed Lily by the arm, thrown her over his knees, and spanked her until his hand was sore and tears were rolling down her face.

Despite her tears, Lily found something deeply erotic about the Brit’s obvious anger, and she managed to drag her aching body off the bed and drop to her knees in front of him.

“More,” she rasped.

“Punish me more.”

And for the next hour and a half Niles had done exactly that.

When he was done with her, she’d passed out from exhaustion, his cum leaking from each of her holes. Which was unfortunate, because she was the only one who could have reasonably guessed where Brandi was.

* * *

“You want a job?” the rat-faced man behind the bar said, and Brandi nodded dumbly. Her brain had been completely overloaded by what she’d seen that day, and she just wanted to escape from it all. She had walked and walked until she’d come to a familiar sight - the bar that she and Lily had delivered the strange package to.

No, not bar. Club.

Strip club.

She knew it was a long shot. Someone as unattractive as her was unlikely to ever be hired to take their clothes **off** ... but she had to try.

The owner looked her up and down, and a sneer began to spread across his face.

“We have a strict audition process...”

“I’ll do anything,” Brandi begged, and with a deliberately reluctant shrug, the owner had brought her backstage and watched as she’d slowly and (she knew) awkwardly begun removing her clothes.

To her surprise, that had only been the first part of the audition process. The club’s owner fucked her twice and - hearing her begging for it as she came - blown his third load onto her face and tits.

He’d pointed her to the shower, and once she was cleaned up she’d spent the night on the stage.

To her surprise, and against all odds, the audience had **loved** her routine. There hadn’t been much to it - she’d just gotten up on-stage and (as she had for the club’s owner) slowly removed the skimpy outfit which had been provided for her.

What Brandi hadn’t realized was that being the Protector had given her a natural elegance and grace. Her stripping was smooth and coordinated. Her new body - despite her implanted opinion on it - was flawless. Huge and perky tits; long, smooth legs; a face that just screamed “dumb slut”.

The club owner had explained her duties. And then he’d explained it twice more. Brandi wished she wasn’t so stupid, but by the end of the third explanation, she understood what she had to do.

Get on stage, strip, then put some panties and pasties on and get people to take her into a room for a private dance.

Once she had them alone, she had to ... damn it, what were the rules? Something about touching.

She had to touch them? That couldn’t be a rule. Could it?

Brandi was so focused on trying to remember the rules of a private dance that she hadn’t realized - more than half of this particular bar’s clientele was made up of demons.

And one of them had recognized who she was.

* * *

While Brandi had been stripping for demons, her friends had reconvened at the school.

“Something’s going on,” Niles had growled, and the rest of the gang had just nodded in response. Duncan was trying to quash his wish for Niles to dominate him again, Nicolette was trying to avoid eye-contact with Michael, Kristine was wishing that Niles was just **five** years younger, and Michael was feeling awful for what he’d done ... and fighting his desperate desire to do it again.

Inside the school, so close to the counsellor, their implanted commands were stronger than ever, and each of them was finding it a serious effort to refrain from just stripping off and fucking. As Niles began to talk about the changes he’d noticed in Lily (carefully avoiding mentioning the fact that he’d just come from fucking her throat, cumming in her ass, and tying her up and taking her from behind), everyone began to tune out.

Kristine imagined Duncan and Michael double-teaming her, Duncan imagined Michael and Niles double-teaming him, and Nicolette wondered if there was some way she could flirt with Michael without Duncan noticing.

Their reveries were broken when Niles slammed his hand down on the desk.

“Damn it!” he shouted, and suddenly everyone was paying attention. “This is **serious**. Something’s happened to Lily, to Brandi ... to all of us.

“We need to work out what it is.”

“Everyone’s exhausted,” Kristine pointed out quietly. “Why don’t we all come back to my place, sleep it off, and we’ll come up with a plan tomorrow?”

“Why yours?” Niles asked, and Kristine hesitated, unable to come up with a reasonable answer.

**Because then I can coax Michael into bed with me again,** she thought truthfully, but before she could devise a convincing lie, Nicolette had spoken up.

“We shouldn’t split up,” she said. “Whatever this is, we need to fight it together.”

* * *

Despite what Kristine had said during the meeting, no one got much sleep that night. As Brandi’s mother had hoped, Michael was easily convinced to join her in bed.

“This is to help Brandi,” she gasped as he pumped another load of cum between her legs.

“Of course,” he said, and she only needed to spend a few minutes kneeling between his legs before he was hard enough for a second round.

The two of them had no idea that Nicolette was at the door, fuming with jealousy as she watched the demon - **her** demon - take Brandi’s mother in every conceivable position, bringing her to orgasm after orgasm.

**What** **is** **it about the Winters?** she asked herself, furiously rubbing her clit as she came. She played with herself all night as she watched her rival’s mother receive pleasure that she felt was owed to **her**.

Meanwhile, Duncan had sneaked into Niles’ room. He knew what they were doing was wrong ... a fact that Niles quickly seized upon as an opportunity to punish him.

After a night of taboo orgasms, the gang slept through most of the morning, only awakening when Lily arrived, cheerfully carrying donuts and coffee.

“Come on, everyone!” she chirped as they filed into the kitchen. “Niles came around yesterday and filled me in.”

The librarian awkwardly coughed at her wording, but everyone was too bleary to notice the innuendo.

“Brandi didn’t come home last night?” Kristine asked, guiltily wondering what would have happened if she had. Encountering a very similar scene to the one that made her run off in the first place probably wouldn’t have helped the situation.

**I’m doing it for Brandi,** she reminded herself.

Brandi hadn’t come home - one of the patrons who’d enjoyed her dance had requested a dance, and after leading him into the private room, she’d been shocked to find him lowering his trousers and revealing what she’d immediately recognized as a demon cock.

**Did the private dance rules cover demons?** Her Protector instincts were to slay the demon, but she knew that would get her in trouble with her boss (on her first day, at that) and so she’d decided to act as if nothing was amiss, a plan that her demon client was not helping with.

“Do you recognize that, missy?” he asked, and she shook her head and smiled.

“No sir!”

“Do you recognize **me**?”

When Brandi had shaken her head, he’d angrily transformed himself.

It’s rare for a demon to take their true, demonic form in the mortal realm. Brandi had encountered it a few times in the past - some demons were more powerful in their true form, some did it in an attempt to intimidate.

“How about ****now****?” he hissed.

“I’m sorry, but I really don’t,” she said apologetically, and to her surprise the demon paused.

“Oh. Really?”

“Really.”

The demon seemed to shrink slightly at that, and the two sat in silence for a few seconds as he thought. Brandi felt bad - clearly the demon had put more stock into their last interaction than she had. And she knew that it was her job to make the clients happy.

Without thinking, she blurted out something she thought might make the demon feel better.

“Do you want me to suck you off??”

* * *

In their natural form, a demon’s orgasm is enough to destroy a mere mortal.

But Brandi was no mere mortal.

For the first time since her appointment with Mr. Foster, she felt like she was completely in charge of her faculties. Using her advanced reflexes and skills, she managed to pleasure the demon’s cock and swallow down his seed without suffering any damage at all. (Even in her pleasure-focused stupor, she wasn’t stupid enough to take a blast of demon cum to the face.) He’d originally been intending to kill her, as revenge for what she’d done the last time they’d met ... but the feeling of her mouth over his cock, combined with the knowledge that he was being pleasured by the Protector herself was better than any revenge slaughter could ever be.

After reconstructing his human form and staggering out of the private room, he couldn’t resist boasting about what had happened in there.

A human girl who could take a demon cock was unheard of, and the chance to use the Protector to get off was something that no demon could pass up on. Brandi spent the rest of the night on her knees.

When the club finally closed at 5am, Brandi was so worked up from her efforts that she grabbed one of the human clients. It had been easy to convince him to take her home and blast her with cum until they were both too exhausted to stay awake.

* * *

“So what can we do?” Lily asked, trying desperately to resist the urge to reach out and fondle Kristine’s perfect orbs. Her hands were twitching - she genuinely wanted to help her friend, and obviously she wanted to stop whatever foe was messing with the group, but her desire for experimentation was spiraling out of control.

After being beaten black-and-blue by Niles the previous day, she’d realized that even as she ran out of new sexual positions, there was a whole world of fucked-up relationship sex to explore. Her best friend’s mother?

**God,** she thought. **That would be so hot.** Before coming in, she’d snorted another line of the white substance that Greg made so much money selling, and so the room was shimmering slightly as Niles responded.

“I’m not sure what we can do,” he said thoughtfully. “Not until we find Brandi, anyway.”

“I’m sure she’ll be at school tomorrow,” Duncan added. “She has to be.”

“We have a meeting scheduled,” Nicolette said, ever the prepared one. “She’s never missed a meeting before.

“She’ll be there.”

“Well,” Niles said thoughtfully, “I suppose that’s our answer. When she comes into the meeting tomorrow, we’ll see how she’s feeling ... and go from there.”

* * *

Mr. Foster smiled. He could see through the portal he’d created, see into the Realm of Power - and he could feel the power leaking through.

Just a few hours now. Just a few hours, and he’d be able to complete the ritual, draw the power into himself, and do it.

He’d be able to tempt the Protector into his office. And once he had, he’d slam the door ... and she would become his key.


	Chapter 33

“So what’s been messing with us?” Michael asked, his knee bouncing. Now that he was aware of it, it was so obvious - a yearning, a desperate cry to prove the superiority of demons.

He was in a room with three teenage girls, and it was all he could do stop himself from making an excuse to leave with one of them and show what demons were **truly** capable of.

**They’re not your thoughts,** he reminded himself. **You’re better than this.**

**Demons are better.**

**At everything.**

He blinked twice, trying to stop the errant urges from influencing him, and was distracted by Brandi, slowly crossing her legs, uncontrollably drawing his attention to her flawless form.

**Has she always been this gorgeous?**

* * *

Lily desperately hoped that no one would realize how much she was buzzing.

She wasn’t willing to admit that she had a problem, not yet. After all, it had just been a weekend - no one developed a drug habit over a **weekend** , right?

No one got addicted after just a few days.

Still, she wished Niles would stop talking so she could go into the bathroom, jerk off and and snort a bit more of the white powder. She’d hidden it in a silver cross that she wore around her neck, something that she knew no one would call her on. Protection from demons, right?

Once she ran out, she’d stop seeing Greg. She wouldn’t get more. She’d stay away from the man who had introduced her to the best sex she’d ever had, and the white powder that blew her mind even more than the sex ... yes. That’s what she’d do.

Once she ran out.

She was hyper-aware of everything in the room, except whatever Niles was blathering about. She knew that there was a fly in the corner of the room, she knew that Duncan’s face was slowly turning red, and when Brandi’s legs crossed, it was all she could do to stop herself from moaning out loud.

Brandi’s legs were so fucking perfect. She wanted to crawl between them, lick the Protector’s pussy, then spank her and show her Greg’s magic powder.

But she couldn’t. She just had to sit through the rest of this lecture, or instructions, or whatever the fuck Niles was talking about.

Then she could go to the bathroom and calm herself down with a quick cum. And then perk herself up again with a quick snort.

**Hurry the fuck up, old man.**

* * *

Duncan’s hands were twisting anxiously.

It all suddenly made so much sense.

He’d been so confused, so stressed ... and then so **proud** when he’d worked out he was gay.

And now, he realized it was all completely false.

His sexuality, his ... feelings. All of it, implanted by some unknown force, for whatever stupid reason the evil forces of Antioch messed with people.

As Niles spoke, Duncan found himself flushing with excitement. The British man’s voice had elicited such pleasure from him over the past few days, whether he was berating Duncan or showing a rare moment of tenderness.

All fake. All of it.

Out of the corner of his eye, he noticed Brandi slowly crossing her legs. He turned his attention to her, hoping that seeing her perfect legs in motion would elicit something from him, something **real**.

Some remnant of his old self.

Nope. He still felt nothing at the sight of his long-time crush’s smooth skin.

**I wonder if I ever will?**

* * *

Nicolette picked at her nails, even as she carefully listened to Niles’ advice.

She knew that Niles was their best bet at getting everything back to normal. If they did what the librarian said, everything could go back to how it was.

She’d get her old body back ... and **then** maybe Michael would want to fuck her again.

God, she hoped so.

Brandi crossed her legs. The cheerleader couldn’t help but notice everyone pausing for a moment to check her out. Nicolette turned to see what the big deal was.

Why did everyone fucking love Brandi so much?

**Her body, obviously,** Nicolette conceded after just a second. Whatever was causing these strange changes in the group had given Brandi a body to die for, and she was dressed to show it off. Legs up to her ears, a midriff-baring top, and despite the fact that Brandi obviously wasn’t wearing a bra, her tits managed to be both perky **and** huge, with cleavage that one could drown a puppy in.

**But what else?**

Brandi’s eyes were glazed over, and her mouth was gaping open, a small pile of drool collecting in the corner. She was obviously dumb as a box of pens ... was that what men liked?

Or was it just the totally, ridiculously unfair air of **destiny** around her? Hundreds of girls were given the Potential every year, but only one got to be the Protector, and of course it was Brandi.

Of course it was.

Nicolette diverted her attention back to her nails, glowering at them with such an intensity that she was surprised they didn’t burst into flames.

She was going to get her revenge on Brandi. Being caught at Michael’s house in nothing but his robe had been a great first step, but she wanted more.

So much more.

* * *

“I’m telling you, it’s Rita.”

Brandi stamped her foot, and Niles clenched his fists, desperately trying to control his temper.

The group had split into three groups for brainstorming - Michael/Lily, Duncan/Nicolette, and Brandi/Niles. The moment Michael and Lily had gotten alone they’d shucked their clothes and began fucking - the pair had thought they were being subtle, but the sound of Lily’s whimpers were echoing throughout the whole library.

**Teens,** Niles thought with an angry sigh, and turned his attention back to Brandi.

“I’m telling you, it’s not.”

“It **is** ,” Brandi said again, looking up at Niles with her sad, grey eyes.

**Were her eyes always grey?**

“Brandi,” he snapped, and this time it seemed to get her attention. “I’m ****telling**** you, it’s not.”

“Fine,” she murmured, and Niles put his hand over hers.

“It wasn’t a bad idea, but I looked into it. She really is here for research, and she doesn’t have nearly enough power to make these kinds of changes. I don’t think any demon does, unless **all** the changes took place in some kind of...”

Niles trailed off, as a thought struck him.

“Everyone!” he announced, drawing the attention of the room.

“We’re, uh, busy!” Michael called out. “Researching!”

Niles bit his tongue so hard that he was worried he might put a hole in it.

“Just ... pause for a second and listen to me. The only way a demon could have done this is if he had everything set up. That takes time and effort, so we must have all been changed in the same place. Think hard - is there anywhere that we’ve **all** been in the last seven days?”

There was a brief silence, then Lily’s soft moans resumed.

Niles clenched his teeth and sat down.

“We’ve all been in here,” Brandi offered, but Niles shook his head.

“Krist- ... your mother has been affected as well. Wherever it was, it has to have been somewhere that she’s been as well.”

“The school?”

“Too big. It couldn’t be anywhere larger than a classroom, otherwise the magical energy would escape. And I haven’t been into any classrooms since the start of the year, so that’s out.”

“Hmmm.”

Niles took a deep breath while Brandi thought, until her grey eyes lit up, and his attention was drawn to her boobs, bouncing as she jumped up in excitement.

“What about here? We’ve all been in here!”

* * *

On the other side of the library, Nicolette and Duncan had reached a similar conclusion.

“We’ve all been in here, right?”

Nicolette shot him a glare.

“ **Sure** ,” she said angrily. “We’ve **all** been in here. **Haven’t we?** “

Duncan looked at her in confusion, and she slammed her fist down on the table.

“I know that **you** and **Brandi** have been in here, anyway.”

The black teen’s eyes widened as he realized what his girlfriend - if she could still be called that - was getting at.

“Oh,” he said simply, and the silence between them stretched into a chasm.

“How could you?” Nicolette asked after the pause grew unbearable, tears welling up in her eyes.

“I...”

Duncan trailed off. He couldn’t even blame the mysterious curse for this one - it had obviously given him homosexual tendencies.

No, his attraction to Brandi - and his eagerness to sleep with him - that was all him.

As he remembered the encounter, he realized that he hadn’t even enjoyed it.

“I’m sorry,” he said in a whisper, and Nicolette pursed her lips.

“Not good enough,” she said, and he nodded.

“I understand.”

* * *

“Oh, **Michael**.”

Lily had never slept with a demon before, and the new experience - combined with the fact that they were doing it just a few feet away from his (sort of) girlfriend was enough to make her toes curl with pleasure before they even began.

As they’d fucked, she’d found herself being almost overwhelmed by a regular stream of orgasms.

Michael was not only different, weird and a little bit naughty ... he was damned **good**.

The demon, meanwhile, was struggling with feelings of guilt. He’d sworn that he wouldn’t cheat on Brandi again, and here he was, fucking her best friend just feet away from her.

But Lily had jumped him. That’s what he told himself. It wasn’t like he could fight her off. That would ... that would be **rude**.

As he felt Lily’s body quivering in yet another orgasm, a conflicted smile appeared on his face, and he let his load blow.

**Okay,** he told himself. **That’s the last time.**

A few minutes later, as Lily’s tongue fluttered up and down his shaft, he reminded himself that oral didn’t **really** count.

After a quick orgasm, he extended the exceptions list to include anal.

* * *

Inside the office, Mr. Foster shouted to the ceiling as the power flowed through him.

“Now ****this**** is living!” he shouted to the room, even though no one could hear him.

He could sense vibrations through the floor - his colleagues, working to open the Gateway from their end, from the Realm of Demons.

He needed a key.

He needed the Protector.

Sitting outside his office was his first appointment for the day, Harry Malhayes. Mr. Foster had managed to directly alter a huge portion of the school’s population; almost everyone had now been affected as his commands jumped from person to person.

This was Harry’s first meeting with the counsellor; as soon as he walked into the room, Mr. Foster twisted his entire being. In an instant, he went from being a squinty geek to rugged, handsome, muscular, with a thick head of hair and a deep, velvety voice.

“What the hell?” he said, and even Mr. Foster found himself getting hard at the former nerd’s perfect voice.

The demon knew he could have him. He could have **anyone**. But Mr. Foster was on a mission, and there was no time to get distracted.

With another twist, Harry was an obedient slave... 

Just as every human would be, soon enough.

“Fetch her,” Mr. Foster boomed, and Harry didn’t even have to question the counsellor’s order. He knew exactly who he needed to get, even though he’d never met her - her name was permanently burned into his brain.

**Brandi Winters.**

As his first minion went scurrying to obey his Master’s commands, Mr. Foster grinned, his pointed teeth more pronounced than they’d ever been.

There was only one way his plan could be stopped now - if Brandi and her friends decided to stop him.

And that was something he was prepared for.

* * *

Niles ran a hand through his hair.

“No, Brandi,” he said, trying to overcome the rage bubbling within him.

And then, it struck.

Suddenly, every command that Mr. Foster had given him - any command that Mr. Foster had given **anyone** \- was amplified, turned up to eleven.

Brandi suddenly wasn’t just dumb and slutty, she was the **ultimate** dumb slut. Lily wasn’t just busty, her tits suddenly doubled ... no, **tripled** in size.

Mr. Foster’s power completely dwarfed that of the witches, and suddenly their hex’s influence was gone, blasted away. Nicolette retained her athletic physique, but her hips grew in size, prepared to bear children.

Duncan’s homosexual tendencies disappeared, even as his monster cock got impossibly larger. Suddenly, he remembered his purpose.

He wanted to fuck every woman he knew. It was his obsession. And he knew they wanted it too. He turned to Nicolette, who saw how Holy their union was going to be, and was already ripping her clothes off.

And Niles... 

Niles was suddenly furious at the girl sitting in front of him, with her growing tits and drooling idiocy.

And when Niles was angry, he only knew one way to express it.

“On your knees, slut,” he hissed angrily, and Brandi obeyed without thinking - without even doing whatever her equivalent of thinking was. “You’re going to show me that you’re good for **something,** you worthless whore.”

A tear began sliding down Brandi’s face as her tits ripped her shirt open, and she urgently started swallowing down her Mentor’s cock. Whether it was a tear of happiness or self-loathing, she genuinely couldn’t tell.

* * *

For the past week, large parts of the school had been brimming with sexual tensions. All of a sudden, those tensions boiled over, and classrooms exploded into orgies, with breasts bursting from tops, asses tripling in size, and every orifice that could be filled suddenly begging, pleading to be taken by anything that could fill it.

Harry moved with an efficiency that he’d never known in his former life, jumping over teachers, dodging wet patches and narrowly avoiding being roped into a 9-man circlejerk.

Finally, he reached the library, and knocked. His knock went unanswered and so he knocked again and again, until finally a naked, panting girl with brown hair answered the door.

“What?” she said haughtily, and Harry recognized her - Nicolette Chase, one of the school’s **truly** “cool kids”.

“I’m looking for Brandi,” he boomed, and Nicolette felt her knees buckle.

This man ... this ideal specimen of man. He was everything she’d ever wanted. He was the perfect candidate to knock her up. She wouldn’t have been surprised to learn that he was a demon - she’d been in the middle of getting plowed by her boyfriend Duncan, but she’d give Duncan up for this man.

She’d give anything up for this man.

Of course he wanted Brandi.

“I am Brandi,” she declared after a brief pause, and her heart sank when the stranger’s mouth twisted in confusion.

“No you’re not.”

“Sure I am,” she said, slipping out into the hall and closing the door. She could only hope - nay, **pray** that he’d believe her... 

... or punish her for lying. That would work for her as well.

“No, you’re Nicolette Chase. We were in bio together two years ago.”

“ **Harry?** “

Nicolette’s mouth gaped. The last time she remembered seeing him, Harry had been a foot taller than her and skinny as a pole.

“Puberty treated you well,” she replied, reaching out and squeezing one of his biceps.

“Thanks,” he said tersely. His order was weighing heavily on him, and he knew he wouldn’t be satisfied until his Master was satisfied. “Brandi. Where is she?”

Nicolette wanted to scream. It was always Brandi. Even now, when Duncan had finally started fucking her as if he meant it, they’d been interrupted ... because of Brandi.

A thought popped into her head, and a smile slowly appeared on her face.

**It doesn’t have to be like that,** she realized.

“I’ll just get her,” she said with a sweet grin, and before Harry could reply, she had disappeared into the library and closed the door behind her.

Harry’s eyes goggled at the vision who she brought out with her. Like Nicolette (and, by now, the majority of the school) she was totally naked. Unlike Nicolette, she had two of the largest boobs that he’d ever seen - they looked like they’d drag along the floor if she leaned forward, yet they were also firm, plump, and had they been just a few cup-sizes smaller, they could easily have been described as “perky”.

“You’re Brandi?” he asked, and the girl looked dazed and confused.

“Am I?”

Harry turned to Nicolette for confirmation.

“That’s Brandi,” she said simply, and smiled as the hunk nodded, and started dragging Lily behind him down the hallway.


	Chapter 34

Mr. Foster was sitting behind his desk, his eyes closed, reveling in his new-found power.

He could do anything.

He could do **anything**.

As soon as Brandi entered his office, he could strip her of her status as the Protector. Hell, he could strip her of gender and species if he wanted to.

Of course, she was useful to him as the Protector for just a few minutes more ... Opening the Gateway was no easy task (else it would have been done a long, long time ago) - the seals that prevented the Realms of Hell from being unleashed were ancient and intricate, and it require great and primal power to prevent.

And so when Brandi entered, he wouldn’t remove her Protector powers. Instead, he would transform into demon form ... and knock her up.

The Protector of the Gateway - the most powerful mortal on the planet - being impregnated by a demon. It weaken the seals, and then - with his newfound powers - Mr. Foster would be able to shatter them.

In mere minutes, the world would be overrun by demons.

And Mr. Foster would be their King.

His eyes snapped open as he heard footsteps - Harry, returning.

Perfect.

Mr. Foster widened the breach between the Mortal Realm and the Realm of Power. Within minutes, it would grow unstable and need to be resealed, but by then he’d have taken power.

By then, Mr. Foster would rule the world.

A demonic grin spread across his face as the door opened, and Harry - that delectable specimen - entered, and presented Mr. Foster with the girl he’d collected.

“No!” Mr. Foster wailed. In a flare of anger, raised a hand to Harry, intending to choke the life out of him with a spell.

But magic, no matter how powerful, can neither create nor destroy life, and so the curse fizzled, leaving Harry only slightly stunned. Mr. Foster could have reached into his mind and commanded him to kill himself, or crossed the room and strangled him by hand ... but the clock was ticking, and he had more important things on his mind.

Harry’s punishment could wait.

Turning to Lily, who was dreamily looking at Harry, Mr. Foster realized he had to make the best out of a bad situation. Summoning all his power, he realized what he had to do.

As magic flowed from the Realm of Power, through the demon counsellor and into Lily, her body transformed. Just as Harry’s had, she morphed into the perfect specimen of womanhood - her red hair thickened and grew longer, her tits shrank from their exaggerated form into a pair of double-D’s, with light pink nipples which stood out proudly.

Her hips widened, her waist grew thin, and her light smattering of freckles spread out across her face and shoulders, growing more dense and giving her a distinct, gorgeous look. Her eyes became a deep green color, and her lips changed to the exact tone of her nipples.

But her aesthetic changes was incidental, a side-product of Mr. Foster’s sheer transformative power. With great effort, he managed to do something which had only ever been done once before, many millennia ago, by the gods of fate and destiny themselves: He was creating a Protector.

Admittedly, his job was much easier than the original creation of the Protector - he wasn’t setting up the Potential system or the hierarchy, he was just tapping into it.

Still, by the time he was done, his brow was dripping with sweat and he could feel the portal into the Realm of Power beginning to tremble with effort. When he was done, however, Lily stood in front of him, a stunned look on her face.

As he briefly recovered, she looked, awed, at her own hands, clenching them slightly as she felt the raw power that hadn’t been there a few minutes earlier. A few seconds of rest was all Mr. Foster’s new form required to refresh, and as he stood up, Lily looked at him and her eyes narrowed.

“ **Demon** ,” she said, and instinctively moved into a combat stance. The demon’s lips curled.

“Silly child,” he said, his voice resonating throughout the room. “I gave you that power - do you think you can really use it to take me down?”

As soon as the words left his mouth, he transformed, shedding the mortal form he’d felt trapped in for so long. Black wings unfurled, thick muscles spread across his body, and his demon cock came into view, thickening as Lily stared at it, entranced and afraid.

In the corner of the room, Harry’s mouth dropped open at the sight of his Master’s true form. He fell to his knees in adoration, an action that went unnoticed by the two powerful beings in the room.

“Now,” Mr. Foster growled, his demonic voice sending chills down Lily’s spine, “you’re mine.”

To her horror, Lily discovered her body reacting to his every command. Even with her new strength, even with everything she knew about demons **and** all of Brandi’s natural powers at her disposal, she was completely helpless. The demon in front of her now commanded her entire self.

“On your back,” he ordered, and before she could even comprehend what he said, she was laying down, her legs wide open, awaiting the demon cock that she simultaneously dreaded and craved.

“And now,” Mr. Foster gloated, “you become the key.

“My key.”

* * *

“Take it,” Niles said with a grunt, and as his warm cum began to drip down Brandi’s face, he felt it.

They all felt it.

“What is **that**?” Brandi asked, even as three of her fingers continued pistoning in and out of the wetness between her legs.

“Oh god...” Niles said, recognizing the pulse of magical energy. “The Gateway ... it’s opening...”

Even as he spoke, Brandi’s Mentor could feel the anger returning, the uncontrollable urge to dominate, to control.

**No,** he thought, trying to focus on the task at hand. **I must ... I’ve got to...** **We need to save the world.** In front of him, Brandi was shaking with orgasm.

**Stupid slut,** Niles thought, wanting to slap her. **Focus!** **Channel it ... channel the urge...** Closing his eyes, Niles managed to block out the sounds surrounding him - after his plaything had left, Michael had joined Nicolette and Duncan. He was pounding the cheerleader’s ass while she rode her black boyfriend. In front of him, Brandi was moaning softly as another orgasm wracked her body.

With his eyes closed, Niles was able to filter the teens’ sex noises out, and focus on one thing: Kristine.

The Gateway was opening. If they didn’t do something, demons would soon be spreading through the world, destroying anyone who resisted them, taking everyone they wanted.

They’d take Kristine.

**His** Kristine.

**No!** Niles opened his eyes, his anger suddenly focused. Kristine was **his** , and no demon was going to take her away from him. Anyone who tried would be crushed into a pulp.

“Brandi,” he snapped. “Stand up.”

After-tremors were still running through her body, but the Protector groggily obeyed. Niles briefly considered ordering the copulating trio in front of him to follow them, but they didn’t have enough time, and the three seemed pre-occupied.

“Follow me,” he ordered, and began striding, naked, through the hallways. “Where is that energy coming from?”

Despite the crushing fog of lust, Brandi was still able to detect demon activity. She pointed down the hallway where she’d found the witch’s hex. They paused at the water fountain, and she was surprised to see that it was gone, just a smudge left where she’d seen it.

“In there,” she said, realizing that Niles had asked her a question. In truth, he’d asked three times, but she’d spent more than twenty seconds staring blankly at him before registering it.

“Brandi,” he said, teeth gritted. “Kick the door down.”

* * *

Lily beamed as the door splintered.

“Brandi!” she said, not even noticing the look of horror on her best friend’s face. “I’m having such a goooood time.”

Niles and his protege stared, gaping, at the gorgeous redhead as she writhed with pleasure underneath what they both recognized as a demon - a particularly powerful one, at that.

“Dear god...” Niles said, terror suddenly overcoming anger as his governing emotion.

Brandi, however, knew that she was meant to do something. Her Protector instincts were desperately trying to fight through the fog, but all she could do was remember the previous night. She’d sucked off so many demons ... swallowed so much demon cum... 

“You’re too late,” Mr. Foster sneered, even as his eyes rolled back in his head with pleasure. “I’m close ... so close...”

Niles prodded at Brandi, and she instinctively fell to her knees.

“No,” he bellowed. “ **Get him.**

“Right,” she whispered, hating herself so much that she thought she might cum on the spot. “Of course.”

Before she could get to her knees, however, Mr. Foster waved one demon hand and Harry began to tremble as another abrupt transformation wracked his body. When the sensation passed, he was amazed to find that he’d been transformed into a veritable fighting machine.

Standing more than two feet taller than he had just a few seconds ago, his fingers had been replaced by blades, and his teeth with long fangs. His body rippled with pure muscle, and as he experimentally wriggled his toes, he noticed that he had long blades emerging from his elbows and knees as well.

Somehow, the transformation hadn’t made him any less attractive.

“Awesome” he said, inspecting his new form, and both Brandi and Niles found their knees going weak just at the erotic sound of his voice.

“ **Get her** ,” Mr. Foster ordered, panting as he continued pounding into the quivering girl beneath him. “I’m almost there.”

Brandi turned, confused, to Niles - she was torn between a desire to protect her friend, and a desperate need to be used and fucked. Before she could open her mouth to ask for advice, he tackled her to the ground.

As the creature who had once been Harry shredded the wall behind them, Brandi understood his action.

“Fuck,” Niles panted. “Brandi ... you’ve got to take him down.”

Brandi nodded in response, desperately wishing she was wearing anything protective ... or, indeed, anything at all. As the demon counsellor got closer to orgasm, his focus grew weaker, and she could feel the fog beginning to lift.

If she stayed in here, Niles was certain to be torn to pieces. Hell, if she wasn’t careful, **she** was sure to die, or at least suffer some pretty serious injuries... 

There was only one thing she could think to do - take the fight elsewhere.

“Come and get me,” she said, and Harry’s eyes narrowed as she desperately began running down the hallway.

Within a few seconds, he was springing down the hallway after her, his legs allowing him to leap more than his own height. Her chest began throbbing with pain as she ran, glancing into classrooms for a safe place to fight. Brandi knew that if the bladed creature followed her into a crowded room, everyone in that room was dead, but every time she looked through a doorway, it was full of naked flesh and the sound of pleasure. The demon’s magnified influence had affected the entire school, and the result was a cavalcade of flesh and fucking.

As she passed the maintenance hallway, the Protector yelped with pain - Harry had managed to cut into the flesh of her thigh, and it had buckled slightly in response.

“Fuck,” she muttered, and realizing that she didn’t really have a choice, skidded around the corner into the next classroom she encountered.

As she’d hoped, Harry’s new form gave him very little maneuverability, and so it was a few seconds before he managed to turn around and follow the blood spurting from her thigh.

“Brandi?”

Brandi’s eyes widened as she realized that the room she’d randomly picked was her mother’s classroom - for the second time in so many days, the Protector was presented with the sight of her mother being filled by cock. This time, she was being double-teamed; two students that Brandi had never met were filling the teacher’s ass and pussy, and it was clear that until she’d lifted her head to call out to her daughter, she’d been enthusiastically fellating a third.

“Mom?”

“I’m helping,” she said enthusiastically. “I’m helping you, Brandi!”

Before Brandi had time to process anything, a bellow of triumph emerged from behind her, and she turned to see Harry leaping straight at her, more than a dozen inhuman blades pointed in her direction.

Instinctively, the blonde teen leapt to the side, and twisted her head to see Harry’s blades piercing the unnaturally perfect flesh of her mother.

“No” Brandi cried out, and only one of the boys who had just been fucking her mother managed to leap aside before Harry could destroy him.

Brandi fell to her knees, horrified. There was ... there was so much blood.

“Mom!”

Harry turned to her, his enlarged fangs showing as he cruelly grinned.

“I don’t think she can hear you,” he said, and then reached down and grasped Kristine’s head in his claw-like fingers, holding it up for Brandi to see.

It wasn’t connected to her body. Her eyes were still, and her mouth was split into a blissful smile.

“Mom...”

Brandi couldn’t look at what Harry was holding, couldn’t look at the blood that had been shed, and so she looked elsewhere - anywhere else.

Fortunately for her, she chose to look at Harry’s face, and it was only the sight of his eyes narrowing that warned her that he was going to leap again, allowing her to duck out of the way.

Behind her, another wall was decimated by Harry’s unnatural form, and Brandi tried not to think of her mother as she began to run again. She tried not to think of her mother’s efforts to help, how happy she’d been, how proud she’d been of her attempts to assist her daughter.

She tried not to think of the blood.

* * *

Niles stared at Mr. Foster. The demon’s control was diminishing as he grew closer to orgasm, and suddenly the Mentor could remember details of their previous encounter.

It was clear that he was no match for the counsellor’s power, not as long as he had so much power. He couldn’t take the demon in one-on-one combat, but ... what else could he do?

Niles’ eyes darted around the room, and he spotted the rift. It looked to be unstable, and it looked to be growing.

He couldn’t confront the demon directly, but perhaps ... Trying to be subtle, Niles mentally reached out, channelling his limited mental powers towards the portal, trying to gauge what it was, assessing whether he could make use of it, probing it to see if he could somehow use it against the demon.

Just as his mental tendrils brushed against the edge of the other Realm, however, he flinched. Mr. Foster had worked out what he was up to, and had mentally slapped him back - a simple act, but powerful enough to cause Niles physical pain.

“No,” Mr. Foster said, his eyes wild with lust. “Mine. Besides ... you’re too late!”

And with that, the demon bellowed, his wings spreading wide and his horns beginning to glow as he came, pumping potent demon seed into the willing cunt of the naked teenage girl beneath him.


	Chapter 35

Brandi backed up against the corner of the room. She’d outrun the demon for as long as she could, but - unable to find an empty classroom - she had finally been caught.

The Protector had been unwilling to bring her foe into another occupied classroom - too much blood had been shed already, and there was no way that she could anyone else witness what she’d been forced to. She couldn’t risk losing another innocent.

She just couldn’t.

Harry realized he had her trapped, and his cruel leer grew as he slowly approached her.

“Well well well,” he said. “Nowhere to run, is there?”

Before Brandi could respond, try desperately to talk her way out of the predicament she’d put herself in, Harry blinked twice in confusion.

“Uh...”

To her surprise, he backed up slightly, his freakishly attractive body shifting from an aggressive stance to a more neutral, confused one.

“ ... oh, god,” he said, looking down at his finger-blades. “Oh no ... what have I done?”

Brandi didn’t have time to work out what he was talking about. Seizing the opportunity, she ducked around him, and began running as fast as she could towards the counsellor office, even as Harry fell to his knees and began to weep.

As she ran through the hallways, she noticed that - for the most part - the sex had stopped. People were standing up, just as dazed as the blade-monster had been, questioning their nudity and the sheer amount of fluids they were coated in.

But she didn’t stop. She kept running, chest aching with each bounce, towards the once-hexed water cooler, towards the counsellor’s office.

Even a few rooms away she could hear it, the frustrated wail of the demon. But it wasn’t until she reached the shattered doorway that she understood what he was saying.

“ ** **Why??** **“ he bellowed, sweeping one enormous demon limb across his desk, sending stacks of paper flying. “** **Why didn’t it work??**** “

Lily and Niles were huddled, naked, in the corner of the room. As Mr. Foster threw his tempter tantrum, they were working together to seal the rift that the demon had been drawing power from earlier.

“I made you the ****Protector**** ,” he shouted, pointing an accusing demonic finger at Brandi’s friend. “And then I knocked you up - I did everything I should have done!”

A smile slowly spread across Lily’s face, and she turned to face the angry counsellor.

“Sorry,” she said with a smirk. “Not quite.”

“What do you mean?” he said, leaning towards the teenage girl, trying - and failing - to intimidate her.

“You came inside me, but you didn’t get me pregnant. I’m afraid that my friend Greg took care of that the other day.”

Something about Nicolette’s pregnancy obsession had struck a chord in Lily, and in her last visit to the owner of the sex store, she’d managed to convince him to break some of his rules, and fuck her bareback. Until the demon’s attempt to impregnate her, she hadn’t been sure it had stuck.

She was going to be the first Protector to have a child. Her heart glowed with pride.

“Sorry,” Brandi said, immediately drawing the demon’s attention. “Better luck next time.”

“You!” he bellowed, and lunged towards her. “If I can get you pregnant, I can still complete the ritual...”

“Not today,” Niles said, and with a final wave of his hand, the seal was closed.

“Not ever,” Brandi said, striding towards the demon. Before he could even act to defend himself, she’d leapt onto his desk and kicked him in the chest.

Brandi was back in complete control, and her kick was powerful and precise. Mr. Foster opened his mouth in horror, but before he could even say anything he stumbled backwards, tripping outside the door of his office.

The group watched in awe as the demon who had been responsible for such powerful changes in their lives dissolved into a thousand screaming pieces. Each piece burst into flame, and the smoke from the small flames evaporated immediately.

The two Protectors and their Mentor watched, stunned, and Brandi turned to Niles.

“He’s gone?”

“Outside of his office, he didn’t have enough power to sustain himself in the Mortal Realm. He’s gone.”

“Wow,” Lily said, staring at the spot where Mr. Foster had disappeared. “He managed to do so much damage in just one week...”

“He sure did,” Niles said grimly. “And now it’s our job to start cleaning it up.”

He glanced at the two teenage girls in front of him, and a slight blush appeared on his face.

“But, uh, perhaps we should all get some clothes on first.”

* * *

The next few weeks were hard on everyone. The discovery that Mr. Foster’s physical changes were permanent shocked everyone, but it paled compared to the death of Brandi’s mother.

“Is there some way we can bring her back?” Nicolette asked for the fifteenth time that month, feeling as though Mrs. Winter’s death was directly her fault, a punishment for her jealousy and attempt at revenge.

“I’m afraid not,” Niles said, pushing his glasses back. Aside from Brandi, he’d been hit hardest by Kristine’s death - for days after he’d learned what had happened, he’d been inconsolable. He’d gone home, released Rita, and spent the next few hours sobbing onto her surprisingly sympathetic shoulders.

Even after regaining her freedom, she’d decided to stick around. His treatment of her had awakened a spark in the demon girl, and she was curious to see how much of his deviant behavior had been implanted by Mr. Foster, and how much of it had simply been hiding beneath the surface.

“Magic doesn’t work like that,” Rita added, one arm casually wrapped around Niles’ waist.

Brandi wasn’t happy about the demon’s presence in their lives, but she knew everyone was still adjusting, and so she hadn’t made an issue of it. Every time the demon glanced her way, she felt a pang of hatred; she knew the two of them would eventually come to a head.

“So ... what next?” Duncan asked, awkwardly adjusting himself.

One thing that everyone was still adjusting to were the now-permanent changes to everyone’s bodies. Brandi still had the body of a stripper, Duncan was sporting a python of a cock, and Nicolette was a strange combination of fit and fertile, with well-defined muscles and wide, child-bearing hips.

Which, they discovered, were soon going to be used. Her efforts had paid off; both she and Lily were pregnant.

Duncan wasn’t sure how he felt about it - he wasn’t sure if he was ready to be a father, if he was ready to take on that responsibility. He and Nicolette had decided not to get back together, not until they got their heads sorted out ... but the young couple had found themselves unable to keep their hands off each other whenever they were alone.

Three or four times a week, they somehow managed to find themselves falling into bed together, enjoying each other’s bodies. Nicolette’s pregnancy hormones - combined with her memories of “Demon Week”, as the group had started calling it - had given her an almost-insatiable sex drive, and Duncan was more than happy to help out in that regard.

The football player was back to his woman-loving ways, and the two of them keep discovering new ways to enjoy each other’s bodies.

He wasn’t looking forward to Nicolette’s religious father finding out that his darling girl was pregnant, and had broken up with him shortly after getting that way. Until the baby came out white, he knew his protestations wouldn’t be believed.

“We find out what happened,” Lily said determinedly, “and make sure it can’t ever happen again.”

The biggest change, however, was in Lily. Mr. Foster’s changes had stuck, and as well as being stunningly beautiful and pregnant, the redhead was now just as powerful as Brandi. Not nearly as skilled, but Niles had decided to focus his training on her until she adjusted to new new form.

So far, she’d managed to destroy three coffee mugs just by gripping them too hard.

“I’ve checked out the office,” Michael said. “It looks like the ritual was localized to that room; if we start checking for that kind of thing when we do sweeps, we can avoid it happening again.”

Brandi nodded, and then flushed slightly as she realized how much it was making her new boobs jiggle. She was still coming to terms with her new bust - she’d started wearing a sports bra, but something about the alterations that Mr. Foster had made meant that no matter how constrained her breasts were, they still jiggled alluringly at every opportunity.

“What can I do?” Harry asked nervously, and Lily shot him a kind look.

After they’d taken down Mr. Foster, Brandi had chased Harry down, prepared to destroy the abomination for what he’d done to her mother. But when she’d found him, he was uncontrollably weeping, just as horrified by his new body - and what he’d done - as everyone else was.

To top it off, he was still irresistibly attractive. It made no sense ... but, of course, demon magic rarely did.

And so she’d invited him to join them, to help make sure that what happened to him wouldn’t happen to anyone else.

He’d been training alongside Lily for a few weeks now, and the entire group was aware of the tension crackling between them. Two unnaturally strong, supernaturally attractive beings in close proximity ... betting on what was going to happen between them would have been easy money.

And if anyone could navigate the strange mixture of perfect skin and unnatural blades that was Harry’s body, it was a Protector.

Lily had even brought him with her when she’d had Greg sign papers promising that he would never seek custody or contact with their child. Harry had just rubbed two of his finger-blades against each other and Greg had signed without hesitation.

“Right now, nothing,” Niles said, and after a few minutes of discussion, the meeting was concluded.

The school was closed for a month for repairs, and when they returned it was likely to be under a whole new faculty - more than half of the teachers had requested transfers to new schools, feeling uncomfortable teaching a room full of people who had seen them having sex or directly participated.

All of their false memories had disappeared when Mr. Foster had, but what they’d actually done would never leave them.

“Brandi,” Michael said, pulling the Protector to the side. “Can I have a word?”

“What’s up?” she asked, utterly failing to plaster a natural-looking face on her face.

The two of them hadn’t spoken since Demon Week, not really. One of the last memories Brandi had of her mother was seeing Michael pounding her from behind, and even though he and Nicolette had both explained the situation, Brandi still found it difficult to look the two of them in the eyes.

She just hoped that Nicolette’s baby wasn’t Michael’s. DNA tests didn’t work on demons, so until the child was born, they had no way of knowing.

“I just ... I just wanted to say...”

Brandi resisted the urge to smirk as her former lover went completely tongue-tied.

“What’s up?” she repeated, and he took a deep breath and looked her directly.

“Brandi, I just wanted to say...”

Again, he trailed off. Brandi tilted her head to the side, and pursed her lips.

“Hmm?”

“ ... I just wanted to say that it was really cool, what you did. With Harry.”

“Oh.”

“Yeah.” Michael shifted his weight from one foot to the other. “Lots of people wouldn’t have been so forgiving.”

“Well, sure. But I mean ... he wasn’t in control of his actions. Just like ... well, we all did stuff.”

“Yeah.”

The two stared at each other awkwardly for a few seconds, until Brandi broke the silence with a laugh.

“What?” Michael said defensively, and Brandi shook her head.

“Nothing. It’s just ... I’m just glad things are back to normal.”

“Yeah,” Michael said with a nod. “Me too.”


End file.
