Barbaricia grinned evilly, sensing how her beauty and magic was working on the girl. The more aroused the demoness became, the warmer her skin grew and the more attractive she would be to this girl. She had her prize trapped now, it was only a matter of how she wanted to take her!

Leaning over the girl's face, Barbie pressed her bouncing breasts over the girl's nose and mouth. With a naughty glint in her eye, she began to press down.

"Worship my glorious tits if you want a chance to breathe, Kanoe."

Between the girl's legs the devil tail lashed at her thighs, stinging like a tiny whip.

Closing her eyes only made the musk and scent of the woman more apparent. She felt like she was in a permament cloud of sex. The smell threatens to haze over her mind and thoughts as Kanoe shakes her head side to side. The witch squirms, trying to wiggle free in anyway possible.

"Mmph!" A muffled gasp sounds deep inside the succubi's cleavage. Her wrists push and tug at the demon's hold over her as she was completely smothered in the massive mammaries. Any little breath she could manage was welcomed with the smell of hot flesh and sex, continuing to disorient the student. It was so hot, the heat seemed to wrap around Kanoe's head in it's own sort of embrace. Faint whimpers sound as the witch grew more and more desperate. She needed a breath of air, anything to help endure this heat.

Hearing the demand from the demoness, she took one final gulp of the creature's musk and began to brush her lips along the deep fissure that was the woman's cleavage. The kisses grew deeper, taking longer tastes of the demon's flesh before finally suckling softly on the lovely chest.

"Mmmm, that's good. Keep going." Barbie moaned lustfully, moving her tit to fill Kanoe's mouth with her firm, hard nipple. The raunchy smell of the demon-woman's sex began to seep out of every pore as her lust grew and grew.

"Harder!" Barbie ordered, her tail whipping against Kanoe's exposed pussy. The demoness' own crotch was getting soaking wet, covering the helpless girl's stomach with sexual juices. The demonic sex magic continued to work on the witch, clouding her mind and warming her body.

"Ahh...Mmph..." Her body writhes beneathe the other woman. The whip of the succubi's tail causes the witch to cry out only to be muffled my a mouthful of cleavage and tit. Arms weakly tug against the demon's grip. Teeth graze lightly around the large hardened nipple as it were forced between her lips.

A low groan sounds from the trapped student. The scent was intoxicating and seemed to grow thicker by the second. Juices soak and glisten over her belly. Her cheeks dimple gently as she began to nibble and suckle on the engorged tit. She tried to stop herself but could not help it. It was so hard to think straight. The heat, the need, the smell of sex, it was wreaking havoc on Kanoe's body and mind. She felt herself slipping further and further away, losing herself as she sucks deeper on the woman's breast.

"That's right," Barbie said lustfully in her little-schoolgirl voice, "Just relax and let yourself enjoy it."

The demoness sat up straight, looking down at Kanoe with a smirk. The girl's saliva was all over her own face and Barbie's round tits, and she had a dazed look in her eye.

"How are you feeling, Kanoe? You see now that this isn't bad, right? Why would you ever try and fight me like you did before?" The succubus' huge ass began to grind a little, her wet pussy leaking and rubbing against the witch's pubic bone. She reached between her legs and rubbed herself with her long-nailed fingers, then brought the sex-juice covered fingers up to Kanoe's mouth.

"Suck," Barbaricia ordered, testing Kanoe's resolve. Her tail was tugging on the girl's nether lips as she waited.

Kanoe was nearly panting as her eyes gaze up at the amazing being sitting on her. Her mind struggled with the warm sensations washing through her. Her resistance was melting like butter on a hot pan as her eyes slowly begin to cloud over.

"I... I don't know..." she groans as she watches the succubus stroke those dripping folds. Her struggles fade leaving the witch quivering before the enthralling beauty of the demoness. Desires tug at her as errotic thoughts of being with this creature of darkness surfaced in her mind. So vile yet so beautiful, that was what a succubus was.

The scent of sex was heavy around the creature's dripping fingers. She found herself licking her lips as she slowly spreads her lips around those lithe fingers. Her cheeks dimple as she began to suck deeply. A low groan sounds from her throat as her eyes flutter and close. Her tongue lathers over the fingers, it tasted so good. She could feel her own sex growing moist as the being's tail continues to tease her entrance.

"You're so eager, my little witch!" Barbie taunted as Kanoe sucked on her fingers. "Such a change from your bad behavior earlier. It almost makes me forget about punishing you..."

With a stinging lash of her tail on the girl's moistening pussy, Barbie licked her lips. "Almost, but not quite."

Her pointed tail began to slip just inside the opening of the girl's pussy. The slim appendage was only an inch around at its tip, and much slimmer after that, so it slid easily into the moist hole.

"Don't worry Kanoe. You'll get something much larger soon enough. This is just a taste." Barbie jiggled her breasts with her hands and moved upward on the prone girl's body. Her tail continued its work behind her large ass, which was now planted on the girl's tits. Kanoe's face was only a few inches from the fire-red hair of the demoness' hot pussy. The smell of cinnamon, sugar, and sex would be overpowering.

"Ahhhn!" she cries out in shock and pain as the tail whips right across her puffing nether lips, "Nngh..Ahh.." Her hips rise gently off the floor as the thin tip slithers into her folds. The witch was already dripping wet thanks to the intoxicating musk and alluring presence of the succubus. The sting of the demon's blow throbs across her warm insides as the tail teases and soothes her inner passage.

Kanoe writhes on the floor in sexual agony. If the tail was not enough, the deep breaths from the heated witch only made her inhale more and more of the creature's sexual musk. Her now glazed eyes could only gawk at the dripping netherlips just out of reach of her tongue. The student began to struggle again, her arms tugging against the succubi's grip. But she had no interest of escaping anymore. She wanted this woman, needed her. The smell was driving her insane, she had to have it. She began to gasp and whimper helplessly.

"Oh..Oh god..." she moans.

Seeing that her treat was beginning to grow helpless, with lust, Barbie withdrew her probing tail from the girl's pussy. The wet appendage trailed up and down the girl's inner thighs, teasingly.

"Are you worthy?" Barbaricia taunted, looking down into the witch's eyes from her dominant position. "Have you really earned the right to worship at my temple?" The demoness grabbed her own nipples and tweaked them, her long tongue snaking out and licking the tips. Her skin was growing warmer by the moment, and her hair was beginning to flutter on its own, as if in a breeze.

"What do you think, witch?" Barbie said, scooting further up the girl's body until the demonic cunt was directly above the girl's face, out of reach except for the farthest stretches of her tongue. "Are you worthy of tasting my temple?"

A hot drip of the succubus' fluids dropped onto the prone Kanoe's lips as Barbie waited for an answer.

Juices were trickling onto the tile floor as the tail withdrew from her hot pussy and began teasing her inner thighs. Her hips quiver and shift slightly as if to get the tip back inside her body. She could feel the butterflies in her stomach bursting into flames and melting into a pure lustful need to be taken.

Heated breaths caress over the succubi's exposed netherlips as Kanoe pants heavily. Her nipples were still throbbing from the flicks of the demoness's tongue and fingers before shifted further up her body. Now she could only see the woman's red bush and soaking sex before her. There was no resisting, this being was everything to her now. Such a beautiful, perfect body that if it were a temple she would come to worship every chance she could. She squirms and moans between the woman's thighs, licking the musky drop of nectar from her lips.

"Y-Yes! Please! I..I need you," she groans, "Your body is so... I can't control myself!"

"You need me now, do you?" Barbie said with a teasing tone, "I'll bet you're really regretting being so awfully mean to me earlier, aren't you?"

The demoness glared down at the girl, her eyes narrowing.

"I'm not quick to forgive, witch. And you have not earned the right to worship my temple!"

Barbaricia twisted quickly, still straddling the girl. She turned 180 degrees, until her enormously round, firm ass cheeks were poised in front of Kanoe's face. The witch had a second to take a breath before Barbie sat down firmly, imprisoning her face between the meaty mounds of warm flesh.

The succubus' dripping pussy oozed onto the girl's neck and chest, and Barbie rubbed her fluids over the girl's helpless breasts.

"Struggling will only make it harder," Barbie said, clenching her strong ass for emphasis.

"Pl-Please...forgive me," she whimpered.

Yes, she regretted ever attempting to raise a hand against this magnificient being. The witch tries to shrink away as much as she could from the demon's glare. Her tongue reaches out for the dripping slit before her but could not gain another drop of the precious nectar. She continues to squirm in hopes of being able to touch and feel more of the woman's burning hot body.

A muffled squeal sounds from Kanoe as her face was smothered with the succubi's firm rear. She uselessly kicks her legs, trying to get the woman off of her head. Only with Barbie's warning did the witch calm down some. Her loins were twitching as juices run freely out of her now untouched folds. She felt like she would suffocate and burst into flames at any moment. She hoped the showers would turn on to cool both their hot bodies. But no such thing happened. Her now free hands begin to roam up and down the demon's wide hips and silky smooth thighs. A soft moan leaves her lips as she finally is able to touch and feel this woman on top of her.

"I should make your face into my permanent throne after what you did earlier, witch," Barbie said, cruelly grinding down on the poor girl's nose, "I should take you back to my home and tie you up, using your face to sit on forever!"

The succubus leaned forward slightly, still trapping the girl's nose between her ass cheeks but now exposing a bit of her dripping pussy to the girl's waiting tongue. Barbie reached and grasped hold of the girl's swollen pussy-lips with her long fingernails, stretching them outward.

"How many men have entered you here, girl?" Barbie asked as she examined the girl's crotch.

A muffled whimper was all she could manage as the woman threatened her with further punishment. As the demoness shifts some on her new seat, Kanoe reaches out with her tongue once more. She slides it along the lower portion of the woman's pussylips, tasting the wonderful nectar that drips from it. Her body quivers as juices were spread across her breasts, firming the luscious orbs making them ripe and ready.

Cool air rushes into her parted netherlips, cooling the nectar that flowed freely along her inner walls. The dark witch continues to writhe in a mixture of pleasure and sexual agony as the creature continues to tease and study her body.

"Mmm...n-none," she moans, licking up more of the musky fluids, "Only...Only monsters and...and women..."

"Really?" Barbaricia asked with a giggle. "No men? With a body like this?" she slapped the girl's breasts tauntingly. "I'm surprised. You're built like such a slut I thought for sure you would have been taken by many men already!"

Grinding her ass and pussy one more time on the girl's helpless face, Barbaricia stood up. She turned, standing at the girl's feet and looking down at her with a smirk. Her demonic juices covered Kanoe's dazed-looking face.

With a sinister look, Barbie began to trail her fingers through her fire-red pubic hair. She toyed with her clit, stroking it with two fingers like a tiny penis. As Kanoe watched, however, the organ was beginning to grow.

"I don't normally do this, but I just don't think you've been punished properly yet," Barbaricia said with menace.