Kanoe pants heavily as sweat glistens over her pale skin. The school issued gym outfit barely fits on her well endowed body. The white shirt was stretched tightly across her large breasts and sticking to her sweating skin. Tight blue shorts hardly covered any of her silky smooth thighs as she continues to run laps with the other women in her gym class.

Only a few laps and she was already feeling her legs burn and her breathing growing heavy. She had only began taking gym classes more seriously in an attempt to improve her body as well as carry the extra weight that was on her chest now.

The sound of the whistle signals everyone to begin walking and eventually stop. Kanoe was holding her knees as she bends over and catches her breath. Strands of her raven black hair stuck to her face forcing her to pull it all back behind her shoulders. She was not athletic like the others but the teacher noticed the sudden change in the student's behavior. At least she was not being held after for not participating like usual.

Feeling a little dizzy, she lets the other girls walk ahead of to the locker rooms and showers. Once there, she began to peel the sweaty clothes off her body and walks into the warm waters of the showers.

Barbaricia had been watching the girls run with lustful thoughts running through her demonic imagination. From her perch on top of a building she examined each girl in turn, looking for the one whose body sang to her, crying out to be taken.

She found her target: a pale-skinned beauty with black hair and lush curves that made Barbie gasp. The bouncing motion of the girl's breasts and rear made the demoness' clap her hands and squeal in a twisted mockery of a schoolgirl's delight. Yes, THIS was the one!

She moved closer as the run came to an end. The other girls hurried off to shower but, with a mild hypnotic suggestion from Barbie, her busty treat hung back.

By the time Kanoe reached the showers, the other girls were finishing up. Soon the student was the only one remaining in the steam-filled room. Barbie eased inside the door to the locker room and welded it shut with her finger. She stalked closer, catlike, her body hidden by the steam.

Several students step out of the showers just as she enters. Some of their eyes dart over and drink in the view of Kanoe's luscious form. The witch showed no notice nor interest, maintaining her composure as she turns on the hot water. She was a bit shocked that they were all finished with their showers already. The witch did not consider out of shape but perhaps she just pushed herself too hard and tired herself out.

Oh well. It did not matter anyway. She could shower in privacy without giggling school girls staring at her. A soft sigh leaves the woman's lips as the heated waters cascade down her body, caressing and flowing around her large breasts. Kanoe lets her eyes fall shut as she began to shampoo her long raven black hair. Little did she know there was one woman still in the shower with her.

Barbaricia was utterly silent as she stalked forward. Her eyes were glowing green with her lust as she drank in the girl's form. She licked her lips and, with a nod of her head, her leather clothing disappeared. She didn't want anything in the way with this one.

She sensed an aura of magic around the girl, so she wanted to be cautious. Her extreme lust made it difficult, however, as the girl's body was even more wonderful up close!

Coming up a few feet behind the pale beauty, Barbie paused and enjoyed the sight. The demoness began to caress her own curvy body, tweaking her hard red nipples and rubbing her round ass.

Letting the suds wash out of her hair, the young student grabs the bar of soap and began to lather it over her silky smooth skin. A light tingling sensation ran over her body similar to goosebumps. She could feel something, like she was being watched. The witch looked to her side towards the entrance but did not see anyone. Shaking her head she returns to cleaning herself.

Another soft sigh leaves her lips as the soap leaves a trail of suds across her giant orbs. It was a blessing a curse that that particular monster enlarged her breasts. Her lover found her more appealing but they were always so tender, so sensitive now. She found herself lingering over her chest, cleaning over her slightly hardened nipples. The witch was alone with no one waiting on her, she might as well enjoy her shower.

Barbie had to suppress a girlish squeal of delight as her busty treat began to toy with her large breasts and nipples. Girls were always so much tastier when they got themselves started!

The succubus ran a long-nailed hand down her body, through her wild fire-red mane of pubic hair, and began to toy with herself. The musky smell of her arousal began to fill the steamy shower as her small bat-wings flapped slowly.

Kanoe lets her hands roam over the curves of her body. She leans down slowly spreading the soap along her smooth thighs all the way down to her calves, giving her audience a long look at her rear.

After cleaning her legs, she rises back up. The smooth bar of soap runs along her inner thighs before gently rubbing across her netherlips. She bites her lip for a moment, resisting the urge to stroke longer than she needed. The witch still had class to attend and would not want to be late because she was fooling around in the shower.

Pulling her soaked hair back behind her shoulders, the witch finally turns off the water. The smell of steam was quickly replaced with a the musky smell of sex. She did not think she went that far while cleaning herself. With a soft sigh she turns to leave.

Kanoe's eyes went wide at the sight of the woman stroking herself behind her. The witch immediately backs away from the stranger noticing the horns and tail swaying behind the strange woman. Gentle waves of warmth flowed through her body as she found herself staring at the succubus. She knew she had to get away but her eyes would not stop staring at the giant breasts and lithe curves of the demoness.

"Wh-What...are you doing here?" she finally manages to stammer out.

A human is rarely more vulnerable that they are in the shower, and Barbaricia knew that well and took advantage of it. She drew herself up to her full height, and, when she realized she was only an inch taller than her prey, began to hover a few inches off the ground. With her expansive bust riding high on her chest and her cartoonishly round hips and ass, Barbie resembled a terrible mix of wet-dream and nightmare.

"What am I doing here?" She asked, her voice a sinister imitation of a schoolgirl's speech, "I'm just enjoying the show. You have a GREAT body, you know that? I mean, you're a little small up top there," the succubus grinned cruelly, squeezing one of her own round breasts for emphasis, "But still, the overall package is impressive."

She moved forward, her wide hips swinging back and forth and her thin tail twisting around her tanned leg. "What's your name? I'm Barbie."

The dark witch kept moving backwards but quickly found herself up against the cool tile of the wall behind her. She gasps sharply as the woman's fingers squeeze one of her breasts. Her arm swats away the succubi's as she steps to the side, trying to circle around towards the exit.

"Barbie?" she could not help but think of the doll, "Kanoe...my name is Kanoe. I..I should go.."

Her eyes were still having trouble looking away from the demonic beauty. Kanoe's body was already growing a bit hotter from the sight. What was wrong with her? This thing was a demon. Gritting her teeth, she manages to shut her eyes and look away. Regaining some focus, she makes a break for the shower exit.

Moving much faster than was possible for a human, Barbie lashed out with her tail, tripping the student and sending her falling to the wet tile floor, face first.

"Where are you going? Don't you want to play?" Barbie giggled and stood over the student, poking at the girl's soft stomach with her toes. "Were you trying to run away? That's bad! Bad Kanoe!"

Barbie landed a stinging spank on the girl's exposed rump, watching the wet skin bounce.

"I'm very hurt that you would leave before we've had our fun."She stepped back with a sigh, feigning disappointment and seeing if the girl would run again, or try something different.

"Oof!" the witch's body slaps hard against the unforgiving tile floor. A loud slap sounds behind her as the demon's hand smacks her on the rear sending a stinging sensation followed by a gentle warmth spreading across that cheek. Kanoe squeaks and quickly turns around, getting back up to a kneeling position. Inky black strands of wet hair was now stuck over her pale skin as she glares up at the demoness.

"I'll pass," she said coldly, "I have classes to attend."

If the succubus was not going to let her go, there was always a second option. She began to whisper a soft incantation causing wisps of shadows to caress over her body and gather into the palm of her hand. The theads of darkness swirl and condense into a black orb. Kanoe lets out a sharp cry of pain as she thrusts her palm out towards the woman, sending forth a shadow bolt to tear into the giggling demon.

"Ah!" Barbie shouted, her inexperience showing as she was unprepared for the girl's attack. The bolt struck her in the chest, stinging a little. Before the girl could escape, however, Barbie had recovered, her green eyes blazing with fire as her anger grew.

"How DARE you? I'll make you pay for that, you little bitch!"

With a flap of her wings Barbaricia launched herself forward, tackling the girl and landing on top of her, trying to pin her to the tile floor. Barbie wasn't much stronger than the girl, but managed to use her momentum to press the girl on to her back. The demoness straddled the girl's waist, then pinched and twisted the witch's nipples cruelly.

"Tch!" the demoness being a creature of darkness had obvious resistance to her dark powers. She rises to her feet only to have the lithe woman crash into her body. Her feet slip on the wet floor, sending the witch falling onto her back. The back of her head smacks hard against the tile causing her to groan in pain.

Dazed for the moment, Kanoe could only squirm as the succubus mounted on top of her nude body. Despite the water cooling on their bodies, the demon's skin felt warm against her own. A sharp throbbing pain ripples down her pale orbs as fingers grab tightly to her nipples and twist. She lets out a cry of pain, her hands grabbing the woman's wrists trying to pull them off.

"Get..Get off of me!" she cried.

Barbie giggled, enjoying the girl's struggles. The demoness' long, forked tongue flickered out of her mouth as she pressed her advantage, grabbing the girl's wrists and pinning them to the ground.

"Resisting will just make this harder on you, witch," Barbie said with sensual menace. Behind the demon-girl's enormous ass her tail began to flicker, whipping lightly over Kanoe's thighs and barely brushing her pussy.

"Do you like the view?" Barbie asked the pinned girl, staring down at her over the large mounds of her supernaturally round and perky breasts.

Their breasts mash and rub against each other as the demoness pins Kanoe's wrists to the floor. Her nipples were still throbbing in pain against the woman's mountainous orbs. She feels the demon's tail tease along her inner thigh and brush ever so slightly over her moist folds.

Kanoe's breathing had already grown much deeper, smelling the musk of the succubi's arousal. Her eyes stair up at the woman, struggling with the demonic beauty laying on top of her. This being was dangerous she knew this but her mind kept thinking of how beautiful this demon was. The body felt so warm up against her own. She could already feel butterflies beginning to flutter in her belly. The witch continues to try and lift her arms but with less force than before. As if on cue, the succubus asked about the view. She felt heat rise slightly in her cheeks as she shuts her eyes and turns her head to the side. The witch knew if she succumbed, it would be over.