The Third Apprentice

"You can stop calling me Selene. My name is Roean, and I am no witch." She slid a fingernail against his thigh, increasing the pressure until she broke skin. He gasped with the pain.

"I am a demon. A succubus, to be precise. Do you know of my kind? No? Well, we feed on souls. I'm a rather nice succubus, but at the moment I'm feeling, shall we say, less than charitable."

"Feed on souls?" the paralyzed mayor asked.

"You knew Tubin, I imagine?"

Stephen nodded his head.

"I just devoured his soul earlier this evening. I'm still very hungry though."

Stephen's brow furrowed. What did this crazy bitch's nonsense talk have to do with his paralysis?

"Hey! Stop with the nails and help me up a sec. You're not making any sense. "

"Relax, and listen. I feed on souls. I drink them. I had a sip of yours, and saw many things. You knew quite a few lovers." Roean traced her fingernails over his stomach. "You killed them, didn't you?"

As she spoke, tears of blood trickled from the corners of her eyes.

Stephen was frightened but determined to kill the girl as quickly and quietly as possible. He tried desperately to jerk his body upright. She wanted to avoid her sharp fingernails, and he thought ahead to how he might best strangle her without getting scratched. Scratches to his face would be a chore to explain, given that everyone knew another girl was incarcerated his his dungeon.

He prepared to throw her to the floor, as violently as he could. If he couldn't break her neck, he would have to squeeze the life out of it. Instead of bucking her, he lay there as if in torpor. He couldn't even cock a leg.

"Why can't I move?" he asked through gritted teeth.

She stared back at him with a look of cold disdain. In the space of a few heartbeats her wings unfolded, large and bat-like. Her tail unfurled, thin and tipped with a leathery spade. Horns grew from the side of her head, long, black, and curled like a ram's. Her eyes were a dark red, like blood.

"I'm a demon, remember? My powers are many. Yes," she smiled. "I have you in the palm of my hands. Does it worry you? I learned a lot about you just by tasting you. I saw some of your memories. Your lovers."

Stephen stared at the demonic beauty, still paralyzed. His mind, however, was crystal clear once more, and searching for a way to survive.

"Demons don't seek justice. Maybe we can make a deal."

"You dare speak of justice? When you had your first affair, your wife eventually found out. So you poisoned her, and drowned the other girl. A few others followed. You certainly have killed your share of pretty things. Was it because you were afraid they would tell, or because you enjoyed killing them?"

He didn't answer. She leaned down, near the cut she made on his thigh, and licked his blood. She took a moment to ponder its taste, then looked off in another direction.

"You enjoyed choosing the time of their deaths. It gives you a feeling of power, it turns you on. Interesting. That's something we have in common."

Stephen felt her words lay him bare.

She turned, looking directly into his eyes. They were entirely black and as hollow as the void of the abyss. The streaks of blood on her cheeks were drying, darkening.

"Before you die, I have a question," she said. "Did you ever find out what happened to the girl you abandoned at the edge of the swamp?"

"No," he said, anxiously.

"Well don't ask me, I was just curious. Seems a girl like that gets captured by a band of orcs, and she might suffer many months of captivity. Wrists tied by vines, so tight it bites the skin. Heavy with a monster child they will one day hack from her belly. All so no one will ever find out about the blowjobs she gave you in exchange for political favors. Does that sound about right?"

He shook his head no.

"Do you like the thought of that? Perhaps all you thought about was how she might be getting fucked by one orc after another, getting all holes stuffed at once by big green cocks. Maybe trolls would find her, or a hill giant perhaps? Those are idiotic brutes. Ever imagine something like that?"

Stephen shook his head violently.

"No? Don't lie to me, I can see your fantasies."

He said nothing. The room was deathly quiet for a moment.

"It didn't have to happen," Roean said. "Perhaps you could have drowned her like the rest, but no. You couldn't be bothered with the mud and mess. Not that time." Her teeth were clenched, but her voice even, measured. "You knew she met her fate, but you didn't even feel sorry for her, or wonder if she was dead yet. You didn't care because it wasn't happening to you."

She straddled him, her wings flared out to either side of her. He tried to throw her off, to move, even merely to squirm a little, but he had nothing.

"You don't care unless it's happening to you. Well, this is happening to you now. I'm going to add your soul to my collection, and it's going to feel like I'm ripping it out of you. Try to enjoy the moment of your death. After that, well, you'll be mine, and I'm sure to find a very special place for you. Deep inside."

She crouched down on him, her unfolded wings closing to form a shroud over them both. He never uttered another sound.

Meanwhile, Gwen clutched her blankets, moaning and whimpering. For the past few minutes, she felt her body getting hotter, her breasts heavier. Looking down, she saw that they had swelled so much that she could no longer tuck her knees up to her chin. Her swollen breasts felt full and tender, and Gwen struggled with the sensations that bombarded her.

Her hands began to wander over her aching breasts. She pulled and twisted her nipples, squeezed her ample globes over and over. Soon, she needed one hand between her legs, to play with her sopping snatch. If she stopped touching her breasts and rubbing herself, the heat building inside grew unbearable. Finally she felt the throbbing, mounting buildup of desire wane, and she was able to pull her hands away from her body. She felt ashamed for allowing herself to masturbate on a night like this, in a dungeon cell. Where had that urge come from though?

She had no time to consider this, as she sensed her familiar approach. She stood and looked up to the barred window. There she was.

"Sabrina!" she whispered. "Oh, what's that you have there? A wand? Where did you get that?"

The black cat held the reddish stained cherry wand in her mouth. One end was tapered to a dull point, the other was adorned with a rimmed handle inlaid with platinum. It was a beautiful wand, one that seemed to suit her perfectly, yet she had never seen it before.

"Where did you get this? The Magus brought it home?" Gwen was crushed. She killed a gifted magus who had probably spent the last few weeks of his life making her a wonderful magical gift.

"Now, let me see if I can remember a spell to help me get out of here."

She pointed her wand at the bars of the window and uttered an incantation. The bars glowed for a moment. Reaching out, she grabbed them and they melted like wet clay.

"Wow!" Gwen murmured. "Didn't know I had it in me."

She jumped up, attempting to climb up out of the tiny basement window. Her breasts were now so large that they made it extremely difficult to squeeze through the squat dungeon window in one bound. Thinking about this for a moment, she cast another spell to create a foothold in the solid wall. She stood on it and hoisted herself up to the window. She stuck her head and arms through and, with a few twists and wiggles, squeezed her breasts through as well. Once she was on her feet, she began to run across the moonlit street for the shadowy safety of the nearby forest. Her cat trotted behind her heels.

Roean watched from the balcony of the mayor's home and chuckled. Everything was going as planned.

Chapter 3

The forest was no place for a girl to be at night. Gwen knew that. She figured that with Sabrina, her familiar, and her new wand, she would be doing alright. What a foul turn of luck.

Somehow the orc patrol had come rather close to Calico that evening, and was moving stealthily down the forest road. Gwen had been running so fast that the patrol heard her coming from a distance. They hid in the underbrush and several of them tackled her her as she came tearing right through their position, stark naked.

They tied her to a narrow but rigid log and two of them carried her along in the middle of the group. They decided it was time to return to base.

Gwen looked around. Sabrina was trailing them at a distance, but she was not of much use. Her wand would be useful, but one of the orcs had it and was playing with it like it was a drum stick.

She heard them talking and laughing in their deep, guttural orcish language. She had tried to learn a few orc words, but none of what she overheard made any sense to her. She dreaded even contemplating why they were taking her prisoner. There were rarely any reports of orc bands kidnapping and gang raping girls, probably because the girls never came back.

Gwen desperately struggled to think. She needed a plan of escape. Tubin once taught her to size up her enemy before casting. As she hung, suspended from her hands and feet, she tried to count the orcs and note their weapons, but her new breasts tended to block her field of view somewhat from that angle. At least she wasn't blindfolded.

She began to think of various spells that might help her loosen the bonds. She could probably escape the ropes one way or another, but then what? How would she get her wand back? There had to be at least a dozen orcs, perhaps more. Even on her best day, the worst she could do with offensive magic was to give one of them a rash.

Then, out of the blue, it happened again. Her breasts began to throb and swell. Her nipples stood on end, a good inch in length and almost as thick, and drops of milk formed on the pink-capped tips. They dripped down her curved breasts, the streaks glinting in the moonlight. This fact was not lost on the orc holding the rear end of the log. He leaned his head out so that he could watch her oversized melons leak and jiggle. By now they had swelled to become the size of cantaloupes.

At that moment, Gwen thought of a spell that would help her in her escape. The spell would turn her skin as hard as stone, causing blades and hammers to bounce off harmlessly for a short while. This was advanced magic far beyond anything Gwen had ever cast, yet she seemed to remember it. She decided just for whimsy's sake to speak the words under her breath.

Instantly, she felt the bite of the ropes in her hands and feet subside, as if she wore the most comfortable bracers and greaves. The two orcs carrying her suddenly began to struggle and falter, and they dropped her to the ground.

Two more orcs came to replace them in carrying her, giving the others a break. They staggered along for a few feet, and then called out for assistance. Soon there were four orcs carrying her. Gwen was amazed. The magic worked! Somehow it was inside of her, memories of spells, true wizard spells!

She looked over at the patrol captain who was playing with her wand. A a huge two-handed battle axe was slung over his back. Looking around she found that each of the orcs was armed, usually with some hooked mace or scimitar. Even Tubin would have been wise to choose his spells most carefully before engaging with all these brutes at close range. Her defenses would only shield her from so many blows.

She remembered the spell that she had pretended to want to learn, in which she summoned a swarm of insects. These would distract the orcs for a good while, perhaps giving her time to escape. She had never read the spell, however now she remembered it. So many bugs crawling and buzzing around while she was tied up and naked seemed like a bad idea though.

She could cast a spell to cause the ropes to loosen, freeing her hands. Perhaps first, she should create an illusion of some of Calico's rangers as a distraction. The incantation for that phantasm seemed on the tip of her tongue.

It was all starting to flood her mind as she thought about it. It was as if she had memorized a hundred of Tubin's spells perfectly. Where had all of this unearned wizardly knowledge come from? It was impossible, but there they were, spells in her mind, ready to be cast. Was she simply remembering things she had been studying for the past year? Possibly, she thought, which meant she should not be able to cast any of them. Yet she had. Had she absorbed it from her master when she was channeling the succubus? She wondered. It seemed that had to be the only explanation. Given her dire circumstances, she decided to worry about the why later, and try to escape first.

That is when she realized she could fly. Tubin often made use of flying magics. She ought to be able to do the same. She could envision in her mind every detail of the somatic gestures needed to invoke the magus' flight spell. If only her hands were untied.

Then she wondered if she could teleport. It all seemed so crazy though. Magi usually don't attain that level of ability for years after they pass the trials. She had a tenth of the learning necessary to even pass the trials. She tried to think about the spell, but it seemed vague in her mind.

At least Sabrina was nearby, scampering through the underbrush. The orcs were not going to catch her anytime soon. She reached out to feel the telepathic bond with her familiar, the black cat. She learned that she was nearing the lair of the orcs. A cave.

The cave was dimly lit with flickering torches. It was filthy, with bone fragments and refuse scattered about the edges of the path. Gwen gasped when she saw a human skull among the litter of debris. Little did she know that the skull and some of the other bones belonged to the girl Stephen abandoned near the edge of the swamp.

She tried not to scream, tried to act calm and docile. She hoped that the orcs would tie her up and turn their backs for just a few moments. That was all she would need.

She hoped.

The floor was rough and uneven, and the orcs carrying her struggled in the dim light. They soon decided to untie her. They led her further down into the cave. The burly orcs were a head taller than she and triple her weight. She dared not resist them, especially in such confined quarters.

The stench of the place was bad and growing worse as they moved deeper into the cave. They crossed a rickety bridge over a substantial stream of running water. To Gwen's left, there was a large black void to which the water flowed. If Sabrina was in range, their linked minds might allow Gwen to better see what lay beyond in the pitch blackness of the cave's underground stream.

They reached a room where the floor was more even, and then the group stopped. They crowded around her, saying nothing. They reached for her. Gwen swallowed hard.

Strong hands were everywhere on her body, pulling and grabbing her in all directions. Whatever protection had been afforded by the stoneskin spell quickly wore off.

Those big, rough hands on her breasts were amazing. She couldn't believe it. Surrounded by smelly, disgusting orcs that were grabbing her all over, her breasts were throbbing with pleasure. Each squeeze was creating intense waves that tingled all the way down to her toes. The next sound out of her mouth was not a scream for help, but a moan. Another squeeze of her swollen breasts and she was cumming. Several thin streams of milk sprayed from her nipples.

The orcs saw her shuddering and laughed with cruel amusement.

"She came!"

"She sprayed milk from her big breasts!" another said.

"She hasn't even been fucked yet!"

"She wants it badly," another said. "Come on, just a little fun before the boss arrives."

"That was the plan."

Gwen understood none of it but she knew all she needed to when she saw several of them suddenly begin to take off their scraps of filthy armor and their loincloths.

Gwen saw their huge green dicks all starting to get hard and thought she might scream. She did not, however. The pleasure she already felt, and the curiosity about what such sizable cocks might feel like, made her have a sudden change of heart, and she surrendered to their advances.

The naked orcs surrounded her, grabbing her wrists and waist. She felt hands spreading her legs, spreading her ass cheeks, pawing her wet mound.

She felt the first invasive cock at her ass. It was thick and hard but almost rubbery at the tip. The brute plunged it into her anus forcefully.

Her eyes went wide as his massive cock slid inches past the deepest point she thought possible. As her anus was being stretched around the thick, warty shaft of the green monster cock behind her, the orc in front of her was starting to slide into her pussy. She felt her inner walls squeezed by his tremendous girth. It had been some time since she had more than one cock inside of her, and these were bigger than any she had ever had. A whimper of pleasure escaped her lips.

The orcs were soon both pistoning their cocks in and out of her, and Gwen was overcome with desire once more. She started to moan and cry in response to their thrusts. Her sexy wails only goaded them into fucking her harder.

The cock inside her ass began jackhammering full force, and that was all she needed to bring her surging over the edge. She started to cum again, and her tits sprayed streams of milk once more, the thin drizzle raining down on the orcs around her.

The orcs fucking her both pulled out before it was too late. They lowered her down to her knees.

"Make her drink it!" some of the orcs nearby roared.

They both shoved their cocks into her mouth at the same time and came, their chunky loads filling her mouth and overflowing her stretched out lips. Then they pulled out and made room for the next two orcs, who once again hoisted her up and began fucking her in both holes.

"She completely drained my balls. I think I better go lay down."

"Hah! Get lost, it's my turn now."

In the back of her mind, Gwen realized that she could now understand what the orcs were saying. It didn't matter to her. She had an endless supply of cock.

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Her mind was a blur. Her nose no longer detected the foul smells, her mind felt no fear or apprehension. All that was left was the overwhelming sensation of being railed in both holes while having her bouncing breasts squeezed by huge, strong hands. She knew she should be repulsed by the orcs, but she no longer knew why. Some sort of magic was turning her on, and making her want their cum, all of it.

"Hurry up brother, there's more of us waiting!"

"She must be good, she looks tight!"

"Her ass is tight, wait your turn."

"What turn? The boss will be here any minute!"

Gwen shuddered with pleasure as they thrust ever deeper. She wondered what the Boss was like for a moment, but soon she was lost in the moment again, her insides clenching as she came. She screamed as she came all over the orcs' thrusting green dicks, but she didn't want the fucking to stop. She would be happy to give each of them a turn if they felt this good. If magic made her such a wanton slut, she decided it was better than feeling nothing but fear and revulsion. She found herself resting her hands on the chest of the orc in front of her and using that for leverage to bounce her hips. She had lost track of how many times she came, and she longed to feel their cocks pumping their sticky loads into her holes.

There was a sudden lurch in the bodies around her. One especially tall and hulking orc had just shoved a few orcs aside. He stood a head taller than any other brute in the crowd. He grabbed the orc in front of her by his collar and yanked him backwards, sending him sprawling. She gasped as his cock was violently withdrawn, leaving her stretched out pussy feeling cold and empty.