Of course she had been taken by several cocks but each and every one of them belonged to some hideous monster in one form or another. The witch gives another muffled squeak, her tongue lapping at what she could as the woman's sex grinds into her face. Kanoe gasped for air, hoping for some cool air to enter her body but only the thick musk of sexual heat entered her lungs. She writhed slowly on the floor as the succubus moved to her feet, making no attempt to get up at all.

Her eyes follow Barbie's trailing fingers through the patch of pubic hair all the way to the swollen bud of the woman's clit. She watches in shock as the clit began to twitch and throb, swelling little by little between the woman's fingers. Kanoe licks her lips as she watches the clit grow and erect like a penis. Her thighs rub together as it kept growing and growing to an unnatural state. She manages to tear her eyes away just long enough get up onto her knees, crawling over to the woman. The witch was not fighting the urges the demon's infernal beauty brought forth. She wanted that member inside her. She wanted to pleasure this goddess of sex that stood before her. Without thinking, she reaches out and tries to stroke the solid member in her hand.

"That's good, Kanoe. That's very good." Barbaricia said, giggling at the girl's entranced state. Her clit had swollen and changed completely now: it was approaching 10 inches long and looked more and more like a cock.

"You've had your mouth on my tits, my ass, and my pussy. Now worship my cock, witch."

The demoness grabbed the girl's hair and tugged her cruelly forward, forcing open her lips to accept her warm member.

The witch could not be more eager to worship the growing cock before her. She licks her lips as the succubus tugs her head closer. Her lips press against the hot throbbing tip causing a soft moan to escape her as she slowly slides it just inside her mouth. Tongue swirls over the tip of the woman's pecker as she lightly nibbles.

"Mmm..." the enthralled student pulls away for a moment. She slides her tongue along the side of the demon's member, planting wet kisses all the way down and up each side before returning to lightly gnawing on the thick tip. Hands slide up the woman's wide hips as she gets up on her knees and slides more of the heated cock into her mouth. Despite the infernal body, the cock tasted perfect inside her lips. This body truly was a temple to the entranced witch. She lathers her tongue around the moist member as she slides deeper and deeper until it pressed up against the back of her throat. Eyes flutter briefly as she swallows around the demonic rod and takes a long deep suck as she pulls back. Her tongue slithers around, tasting as much as she could as she rocks her head back forward, repeating the motion over and over again.

The girl's attentions felt wonderful on the demoness' throbbing, over-sized clitoris. She rammed the pole again and again deep in the girl's throat, testing her gag reflex.

"You've done this before, slut. I can tell." Barbie mocked as she toyed with the girl's dark hair.

Suddenly, the demoness withdrew from the girl's mouth, a long strand of saliva and sexual fluids hanging from the student's lips. Barbaricia made a twirling motion with her long finger and ordered:

"Turn around, present your ass, and place your hands on the floor. Now!"

The enthralled witch tries to follow the retreating rod, wanting to suck and taste it all day long. But the demoness had other plans. Kanoe's eyes never left the woman's member as she was ordered to turn around. The words reached the student's clouded mind. If her goddess wished it, she will obey for just the brief moment of remaining close to the perfect being.

"Yes.." she whispers softly, lacking any will to fight the woman's commands. Normally she is reluctant of being taken in the rear, the pain of being spread wide open just bothered her deep down. But this sounded like the greatest gift to be given by the succubus. She tears her gaze away from the twitching member and quickly goes to all fours facing away from the woman. She arches her back some, thrusting her ass in the air for the demoness.

"Wonderful," Barbie says, running her long fingernails along the girl's milky skin. The traced the curves of the girl's ass and thighs, poising her "cock" at the entrance to the girl's pussy.

With a grunt, the demoness entered the witch completely, her enlarged clit slamming into the witch's wet cunt. Barbie's slender stomach smacked against Kanoe's ass as the demoness fucked her.

Barbie reached forward and grabbed a handful of Kanoe's hair, pulling it cruelly. "I want to hear you tell me how it feels, witch!" Barbie said with a mocking giggle.

Kanoe shivers in a mixture of delight and anticipation as she felt the woman's fingernails lightly scratch along her pale skin. She can feel the unnaturally hot rod slide between her cheeks and between her thighs. Her body shifts slightly to give the woman more ease in taking the student's sex. It felt like sparks of electricity were arcing over her quivering netherlips as the tip teases along her entrance.

"Ahhhnnn!" The long clitoris pushes deep into her being in one brutal thrust. The woman's hips slap against her rear, sending her body trembling with each relentless surge of this demon's body. She lets forth a long blissful scream as red hot heat pierces through her clenching inner walls and pushes against her cervix. The unrelenting heat seeps into her sex and oozes into her loins and into her very core. Drool trickles from the corners of her mouth as it hung open.

"Ahhh...Yesss! It's... Oh god! So good! More... Please god more!" she groans with each thrust. Her body rocks with the woman's motions, occasionally grinding back into the woman's hips in hopes of gaining more of the wonderful member into her body. Juices squish around the pumping 'cock' as her inner walls hungerly contract around it nearly sucking it like a mouth. Nails rake along the tile floor, trembling into partially clenched fists as the succubus shows her just how demon's truly fuck.

The girl's helpless passion delighted Barbaricia, feeding her physically and psychologically at the same time. This is what she lived for: the wild lust and abandon of a girl who was being taken, re-made into a wanton slut that was a slave to her own body.

Barbie shoved her clit all the way into the girl's body again, leaning over the witch's back. The demoness' hard nipples rubbed over the girl's shoulders as Barbie hissed into her ear, "It's obvious how much you like this. Perhaps this should be your new life..."

The pumping continued, and Barbie forced the girl to her knees on the tile floor, then began to tweak the poor girl's nipples with her long nails.

"Perhaps I should take you home with me, and lock you in the stocks. Would you like that? To be on all fours, naked at all times, with your cunt aching to be filled constantly? When I'm not around I would have to plug up your sloppy holes with locking dildos, to keep you from making a mess on my floor."

Barbie pulled hard on the girl's nipples as she continued to fuck her, her engorged clit twitching deep inside the girl's body.

"I can sense magic in your breasts...they have been altered before. Maybe I should finish the job - make your tits so big you can't move, so you're pinned down here in the shower, for the other girls to see and laugh at and abuse."

Barbie giggled at the image in her mind, making milking motions on the witch's nipples.

"Ugh! Ugh! Uhhnnnnn..." the witch was groaning louder and louder, nearly becoming breathless with each thrust of the demon's member, "Ahhhhnnn! Yes! D-Don't.. Don't stop! Please more! I need more! Fuck me!" she screams as the woman impales her fully with the searing hot clit. Her insides were spasming wildly, the demonic member searing her insides in all the most pleasurable ways.

Her eyes flutter wildly, rolling back into whites as sensations tear through her defenseless mind. There was no reason left in her head. The promise of more pleasure, endless pleasure, left Kanoe drooling. Yes, she wanted this. She did not care what this made her or what this demon does with her as long as it felt like this. The dark promises the succubi whispers into her ear became vivid images in the witch's imagination. Her body bound, always hot and juicy, ready to be fucked at any time by this wonderful being. It was heaven in hell for her.

Kanoe's body trembles as her head rears back. Her nipples pulse rapidly between the woman's pinching fingers. Her inner walls clamp down tightly around the hot rod of pleasure as her body began to spasm and jolt. Juices gush forth as her body succumbs to a mind blowing orgasm that seemed to go on and on as the demoness pumps relentlessly into her body. Her arms wobbly and grew weak as she struggles to maintain her balance as surge after surge of nectar squirts from her loins. She could feel the hot heavy orbs of the demoness grinding into her back. Her mind could not fathom having much larger breasts than she already had.

Feeling the orgasm of the ravaged student wash over her body, Barbaricia screamed in pleasure and had one of her own. Her demonic form shook and trembled, her fingernails raked along Kanoe's back, and her fire-red pussy leaked large amounts of fluid all over the witch's round ass and thighs.

"Mmmmmm that was WONDERFUL!" The demoness said with a satisfied giggle. She withdrew her clit from Kanoe, and it began to rapidly shrink back to its normal size. She looked down at the girl, panting in a helpless pile on the bathroom floor, red-faced and covered in sex juices. Barbie giggled again.

With one long finger, she swept around Kanoe's pussy and gathered up the two women's mingling fluids. She took a lick herself, enjoying the taste, and then put the finger in front of Kanoe's mouth.

"Lick it clean," Barbaricia ordered.

Kanoe continues to moan blissfully as her sexual juices leave her body. Marks trail along her back where the woman racked her nails down them as demonic nectar flows between her cheeks and down to her still twitching sex. Once the succubus was finished, she felt the member withdraw and her hips released. The dark witch melted onto the floor still feeling the aftershocks of pleasure from that experience.

She groans as the woman's fingers delve about her sex. Her hips quiver and slowly rock against the searching digits, her body too overwhelmed to make much of an effort. An ordinary mortal was just no match for the sexual dominance of this demonic mistress. Fingers drenched with both their sexual musks came into view and before her lips. Kanoe could feel her body trembling with that deep hunger for more. She did not resist the urge to obey the being as she runs her tongue over those fingers. Her lips part with soft gasps as she slides the fingers into her mouth, suckling softly. Her eyes roll back briefly, taking in every bit of the wonderful taste. Her blank eyes look up at the succubus, eager to obey anything that is asked of her.

Barbaricia smiled down at the witch, enjoying the dazed look on the ravished girl's face.

"And now, my dear - I will mark you. I will make you mine."

The succubus began her ritual. She rolled the student onto her back on the floor, and mounted her face once again. She ground her now soaked and dripping cunt onto the girl's face. She began to whisper a series of demonic incantations, drawing on the power of the lust filling the room.

Slowly she reached down between the girl's legs, heat emanating from her hand.

"Mmph...Mmm..." she moans into the face full of dripping hot sex. The witch did not resist as she found herself on her back once more. The demoness mentioned marking her but the enthralled student did not know what the woman meant by it. She did not care. Her mind, body, and soul belonged to the succubus. She could ask for nothing more than to serve.

Her arms wrap around the woman's thighs. Fingers stroke the heated flesh as she began lapping away at the dripping folds with her tongue. She flicks over the throbbing clit, swirling her tongue around it several times before sliding it deep into the succubi's tight sex. Muffled moans sound from the witch as she found herself wanting more of the musky demonic juices.

As the broken witch lapped eagerly at her hot cunt, the demonic dominatrix completed her incantations. Her long-nailed hand was surrounded by a corona of strange red fire, and she focused the power of Kanoe's lust through her magic spell.

"Mine!" Barbie hissed as she clasped her hand tightly around the girl's mound and pussy. The fire didn't burn the witch, but it did feel very hot in an intensely pleasurable way.

"This will be wonderful, girl," Barbaricia said imperiously to the dazed girl underneath her cunt, "By marking you in this way, I will always know where your pussy is, and what it is doing. I can follow you anywhere, and take you again at any time. And any time I want, I can make your little hole feel whatever I like. I may make you desperately horny in the middle of a class, just because I can..."

Barbaricia threw back her head and laughed, removing her hand from the girl's pussy at last. She stood up and smriked down at the once-defiant witch, now covered in demonic sexual juices.

"Ahhh! Mmph! Mmmmmm..." she moans through a mouthful of hot sex as magical flames sear against her mound and into her still dripping passage. The ritual seeps into her being adding dormant commands for the demoness to use in the future. The witch was too weak to resist not that she wanted to at this point. Her hips rise off the wet floor, grinding into the smoldering hand as she lets forth muffled groans of pleasure.

Her hands reach for the succubus as the woman finally rises to her feet. She shivers as she tries to keep her eyes on the demoness as she crawls back onto her knees. Kanoe's fingers twitch as they open and close a few times. She felt urges to go back to licking her mistress clean. Every part of her wanted this demon to be pleased with her. She would do anything for this powerful being before her. The dark witch could think of nothing else.