Caroline laid on her bed wearing her school uniform. She was lying on her back with her eyes closed even though when she laid on her back she had scary thoughts and sometimes saw scary things. She didn't have a pillow on her bed. Her long green hair was a mess. She was thinking of girls. Lots of different types of girls, but mostly girls that looked like her a bit. She was getting turned on by this so she slid a finger into her panties and touched the top of her pussy.

Underneath the bed was Lilith, laying as still as possible. She snuck in here several hours earlier to ravage whatever girl was in here. It was very hard trying to keep still when her sex hormones were controlling her.

Her prey lay down on the bed, the entire matress creaking from her weight... a factor that Lilith was not yet aware of. After a few more minutes, she could sense the girl finger herself... Lilith quivered with excitement... but she couldn't reveal herself yet. She had to wait until the girl was vulnerable enough... when she was half way to her orgasm.

Sex with girls was new to her and she never thought about girls much before. She thought it was a sin and really tried to avoid it. But today seemed different to her. Today she thought about girls, she didn't know why. She imagined it was a girl touching her. A girl that looked a lot like her. She pushed her other hand into her panties. Further down this time so she could push a finger up and down along her pussy lips. She worked her nub with the first hand while she did this.

Lilith's sensitive nose could smell the sex hormones begin to emenate from the girl above her. Holding onto the glass spiked dildo with her human hand, she slowly inched her way to the foot of the bed, being careful as to not make any noise.

Caroline kept one hand on her pussy as she quickly inched the other hand up her body. She finally reached under her shirt and laid that hand on her breast. "Oh that feels so good!", she said to herself. Her mind wandered somewhat after that, but she kept up stroking her vagina.

Slowly, Lilith rose at her full, yet short, height. When she gazed upon the girl on the bed, she was a bit startled to find out the.. girth... of the girl. She fumbled with the dildo, almost dropping it because of her lack of fine control of her Human Form's arms.

The girl was bigger than any of the other girls that she had ravaged in the past, but at least she was still attractive.

Caroline's mind wandered to men. She thought of men like the ones in her period romance novels. Tall, cute and young guys even thought lots of times she had a preference for older men. Caroline pulled at her nipple and felt up her breast. She didn't think anyone was in the room with her. Suddenly she dropped her hand that was on her breast and rose up. She yawned and started to open her eyes.

Lilith froze suddenly as the girl opened her eyes. How wierd it must look for a naked girl with a wet pussy to be in her room, holding a glass spiked dildo and a horny look on her face.

At that moment, she resorted to her only possible conclusion: She jumped on the bed, ripped off her skirt, and shoved the dildo right into her big pussy.

Caroline had opened her eyes. Caroline gasped loudly. She quickly jerked her hand away from her pussy. "No...not a girl. N..never a girl. It would be wrong." , she said. Caroline tried to pull away from Lilith and reached down to remove the dildo that was causing her some discomfort. She wondered what this girl might try next. She didn't want to have sex with a girl. She felt guilty fantasizing about it.

Lilith pushed the girl's hand away from the dildo.

"How is it wrong?" she asked, twisting the dildo around. "Sex is a wonderful, enjoyable thing. Why in the world would you say no to it?"

"Sex with girls is wrong because I am a girl myself." She stared scared and confused at the short girl. Her speech was clear though which was rare for her when attacked by a monster. She didn't know that this girl knew that she had just finished fantasizing about girls. "As I am sure you have noticed." Her hands wandered back down trying to push the short girl away. One hand rested on her vagina and the other she tried to push as far down as she could. "N...no." Her voice was now starting to falter.

Lilith crawled up on the bed, after faceplanting right into the bed post.... and then the matress... She was beginning to become frustrated at her disguise.

"Haven't you ever heard of lesbianism?" she asked. Her hand grabbed the end of the dildo and she pumped it in and out of Caroline's twat. "It's the ultimate tier of joy a girl can possibly experience."

The utter clumsiness of her human form irritated her too much, so she dropped the disguise. Feathers sprouted from her arms, which deformed and elongated, becoming a set of wings. She embraced her prey in a feathery cocoon, her sharp talons preparing to tear the unnecessary fabrics hugging the contours of the girl's body off.

"Y..yes. I..I ha..v...ve." She was too shocked to do much of anything. She tried very hard to push Lilith off of her. She sat up and put both hands over her twat. Trying as hard as she could to prevent Lilith from touching the dildo. She pushed it herself and then was overtaken with sexual sensations causing her to cry out , "No. Do n...not d..ooo thisss to meee." Which finished in a loud groan.

"Hmm.... no."

Lilith tore the girl's clothes apart with her razor sharp talons; the fabric was no match for their sharpness as she grabbed them and pulled back hard. She left no scratch or cut on the girl, leaving her naked body as pristine as the day she was born.... but not for long.

"Come on.... let me bring you to a level of pleasure unlike anything you have ever before experienced."

Caroline lay there shocked and somewhat confused. She tried to cover herself with her hands. An arm crossed over her smart pert breasts and a hand over her lovely pussy. "I..I d..do nnnot wan...nt this pl..." She trailed off. She looked scared. She was scared of the sharp talons not knowing what could happen.