The Third Apprentice

The tall orc had a mighty frame packed with hard muscle, and he wore a heavy suit of armor. His helm had an open face, and from the bottom of his helm, his neck seemed to go straight out sideways to his mountainous trapeziums. He wore spiky brass spaulders and a massive steel breastplate. On his back was a somewhat ragged crimson cape. The crowd parted for him but the excitement died down.

He looked at her breasts, large and firm and dripping with juices. Reaching out, he gave one a squeeze with his massive hand.

Gwen sprayed a little milk from both tits as she had a small orgasm.

"You some kind of freak?" the chieftain of the Nagluk tribe asked. Then he turned slightly to address the others. "Leave us!" the chieftain barked.

The crowd quickly shuffled off into the adjoining caverns. Gwen stood there, knees were weak and wobbling.

"My name is Daruk, and I am Chieftain of this tribe," said the massive orc.

"Why?"

"Because, I am the biggest and the strongest," Daruk said, pounding his armored chest with a meaty green fist. "None dare challenge me. That is why I am chief."

"No, I mean, why did you make them stop. I was having a great time fucking your men."

Daruk laughed, long and cruel. He was really killing the mood, and for this Gwen was starting to like him less and less.

"First, you must bear my children." He squeezed her breasts with both hands. "Then if you survive, I will turn you over to them. Damn, human," he exclaimed, kneading her breasts. "These are tits that I cannot let go to waste."

Her responsiveness amazed Daruk. She was on the verge of orgasm, trembling with arousal. He wasted no time, unbuckling his greaves and stepping out of his armor. His cock was hardening to a massive thirteen inches in length, and very thick.

"On your knees," he commanded.

Gwen obeyed, but panicked for a moment when faced with his cock. He placed the shaft between her breasts, and she enfolded it.

"Ah yes bitch, titfuck that cock. I'll keep you safe as long as you're obedient."

Gwen just nodded absently. She wasn't listening to his words so much as wondering whether she could take such massive cock any other way. It looked like it was simply too much for her. It wasn't safe in this big brute's cave anymore. She needed to escape before he tried to really fuck her.

She started racking her brains for a plan. She had to think quickly, there was no time for the paralyzing fears that lurked behind each ploy. She needed the element of surprise, and she needed distance.

The chief decided to sit down on the floor and lay back on his armor. Gwen kneeled between his tree-like legs and bounced her tits around his cock. She was actually enjoying it, and getting distracted by the pleasure.

"My scouts found a wand in your possession," Daruk went on, pulling the item from a pocket in his suit of armor.

Gwen's eyes came back into focus.

"What's the matter, have you no magic?" he taunted. "Need this?"

This was her chance. Only one orc was between her and the wand. She uttered the sleep spell from memory. Daruk blinked several times, seeming to lose focus. Then he glared angrily at Gwen.

"You dare attempt your weak magics on me?" he roared. His evil laugh made Gwen's skin crawl. He grabbed her arms with his strong hands and pinned them behind her back.

"Is that all you've got?" he laughed, lifting her off her feet. She kicked her feet viciously at his cock, and he turned her so that he was cradling her in her powerful arms. As she struggled helplessly in his grasp, he indulged himself with her breasts, licking and sucking on her nipples.

Daruk could taste something sweet on his lips as he did. Her nipples were secreting milk. He slurped and slobbered over both of them.

Gwen sensed it too, that he was drinking from her. As he did, she sensed his mind start to open before her, and she could almost touch it, prod it, with hers. She bade him to drink more, and he soon became fixated on drinking from her juicy jugs.

Slowly, he placed her on the ground, his mouth never leaving her nipples. He kneaded her breasts with his big hands and squirted her milk into his mouth. Gwen found herself enjoying it, and felt relief for her swollen breasts as they started to come down in size.

"Go ahead, keep sucking," she said, looking around to see if there was anything she could use against him.

Then she noticed it, right there on the floor. The wand.

She tentatively reached out toward the wand. It was well beyond her reach. She got up on her elbows and attempted to slide a few inches toward it. Daruk merely followed her nipples with his mouth.

She sensed the breakdown of his will in his mind. He had lost the sense of who and where he was, and certainly had forgotten all about the wand.

She inched back a little further. Then still further.

At last she reached out, almost casually, and snatched the wand from the floor. At this point she guessed that no matter what she did, the chieftain would be putty in her hands. She didn't know why, she just knew.

"Get your disgusting mouth off of me," she said, pointing the wand at the floor. Hands of stone burst from the ground, grabbing Daruk by the wrists and ankles. Startled, he let go of her and she rolled out from under him. She stood away from him then, aiming her wand at the point between his small, inky eyes.

"No! I need them!" he bellowed, straining against the stony grasping hands. One of them snapped at the wrist as he pulled his leg free.

Gwen didn't bat an eye.

"You're toast, pig."

With that, she pointed the wand at Daruk and willed for a jolt of magic to put a stop to him.

A cone of brilliant lightning bolts burst forth from the tip of the wand, cooking the restrained orc where he crouched. Shadows leaped and danced, flesh burned, and soon all that was left was a smoking pile of meat and charred bone.

When Gwen opened her eyes, she could hardly believe what she saw. Where had her power come from? Was it power Tubin imbued in the wand? She looked at it, turning it over in her hands. Wands were simply there to amplify and channel certain magics. Whatever she did through the wand came from her own magic. She felt she had to have stolen the magic from Tubin earlier that night, yet, she could not explain why.

She didn't have time to think about that. Suddenly she heard orcs approaching. She looked up to see them entering the room. She had planned to make herself invisible by now, but there was no time.

She braced for the assault and pointed the wand at them. She willed with all her might for a wall to appear.

A wall of fire sprang up before her.

Deafening howls and shrieks of pain reverberated through the cavern as the rushing mob charged headlong into the fire, unable to stop in time. Gwen ran. Behind her was another smoking pile of dead orc. Those that survived were on the other side of the wall of fire. They could not pursue her.

She ran, stumbling for the exit to the cave. Sabrina's night vision suddenly washed over her view, allowing Gwen to deftly traverse the uneven ground in pitch darkness. In no time she reached the cave mouth. She found Sabrina waiting outside. Kneeling, she scooped the black cat into her arms and cuddled her close.

"Oh Sabrina, you waited outside like a good cat! Don't go into scary caves, okay? It's too dangerous for you. Oh you're such a good cat," she cooed, petting the cat and rubbing her jowls.

It was comforting to hold the cat in her arms, feel her purring back at her with contentment. However, she knew this was far from over. She took Sabrina into her arms and flew up into the sky.

Flying for the first time, Gwen found the night wind rushing over her skin exhilarating. She was so high up no one could see her, and yet the waxing moon on her back made her feel exposed to any who might look up. As she flew, she plotted her next move. She would make sure that the priest and the mayor never came after her.

Her thoughts came back to how she gained all these magic powers.

"Sabrina, how does someone steal magic?"

Sabrina seemed to ignore the question.

"You don't know? Me either. Roean did something. I should be grateful, but she went too far. I'm going to have to finish what Tubin started."

Saying those words, she began to worry. If the magus had failed at something, what made his apprentice any better? She worried.

While in flight, Gwen decided that it was entirely too drafty for her to be flying about naked. She cast a spell to conjure some clothes for herself, and her outfit appeared on her body. Her halter-top was entirely too small for her new breasts, but she tucked her nipples under the upper reaches of the lacy top and shrugged.

"Hey, at least it worked," she said to Sabrina. Looking down, she realized she was hovering over the center of Calico.

"The man who lives in that house thinks he can drag your mistress out of her home and throw her in a dungeon. Time for his lesson."

She alighted on Stephen's balcony and Sabrina perched on the handrails and meowed.

"What's that, he's dead already?" Gwen asked. She entered through the open balcony doors, and found a withered husk of a man lying on the bed surrounded by puddles of wax from melted candles. "Oh, you were right." She thought for a moment. "Roean must have done this."

A troubling thought came to her. One of her lovers was a boy she still cared deeply about. Tom Steadgren. If Roean were to seduce him --

Gwen felt herself almost in a panic. "Come on Sabrina, let's go," she said, scooping Sabrina up into her arms as she leapt from the balcony. They flew out over the treetops, straight to Tom's home.

Over a year had passed since Gwen saw Tom. For a while, Gwen had wanted to marry him, but the time was never right, and her opportunity had passed. He had a place for himself and a girl he didn't have to share with four other guys. Gwen could be happy for him. She just prayed that Roean was not in his bedroom.

Gwen peered in the windows, and used Sabrina's night vision to pierce the shadows. Tom was sound asleep in bed, and Gwen breathed a deep sigh of relief. The relief was only temporary. Roean was on the loose and she had no idea where to look. All the men of Calico could be in mortal danger. Many of them were her friends, her neighbors. What could she do?

She decided to save Father Angelo for later, and hunt Roean down first. Using a simple spell, she could sense the succubus by the evil of her demonic soul. She cast the detection of evil spell with a few words and a wave of her wand. Then she focused on the village around her, reaching out with her senses and searching for the creature.

She was shocked to find that powerful evil emanated from the church. At first, she felt an evil that was craven and selfish, deceitful, and gluttonous. Gwen felt that it was human, but she was shocked. Usually humans don't even register as evil. Then Gwen felt another presence in the direction of the chapel. It was a blood curdling evil, something so cravenly sadistic and utterly black that no human could be responsible for it.

"That way, Sabrina. It's Roean."

Her familiar darted ahead but Gwen staggered. She almost doubled over as a wave of arousal hit her. Her breasts throbbed. Roean's cursed magic was turning her on again!

She composed herself and picked up her feet, walking fast while supporting her heavy, swollen breasts with both arms. She never imagined that large breasts would be so difficult to move around with, and try as she might they jiggled and bounced out of her grip if she ran. Squeezing her breasts only turned her on more.

Even in darkness, she could see the roots from the trees on the uneven terrain and keep her footing, but she staggered nevertheless as her arousal rippled and burned inside of her chest and between her sopping wet thighs. Then the feeling subsided.

"What the hell is doing this?" Gwen wondered, jogging the last thirty yards to the church.

She threw open the doors to the chapel and held her wand out, ready to blast the demon back to hell. She saw no one, except the corpse of Calico's gravedigger lying on the dais. Like the mayor, he had shriveled to an almost blackened set of skin and bones.

"So much for hallowed ground," she murmured. She glanced at the undertaker's unrecognizable corpse. It was crumbling into ashy powder before her eyes. Sabrina meowed softly.

"She's here? Where?"

Sabrina scampered to the door at the back of the chapel, which were wide open.

Gwen stepped through the doors and into the church's graveyard. The old place had well over three hundred grave markers, some of them having sagged as the hill eroded over the decades. Gwen peered around in the darkness.

Sabrina hissed. Then Gwen heard it. Panting and heavy breathing, was coming from somewhere, but Gwen saw no one.

She followed her ears. With increasing dread, she crept closer to a freshly dug grave. She crept closer to the edge, gripping her wand tightly, and peered over to look inside the grave.

She saw the preacher on his knees, stark naked, and Roean on all fours before him, also unclad. He was boffing her from behind.

"Hey!" Gwen said, pointing her wand at the preacher. "Get out of there, now!"

He kept humping the demon. Roean looked up at her and smiled wickedly.

"Hey!" Gwen shouted. "Stop unless you want to die, old man!" Gwen pointed her wand threateningly.

He glanced at her, then went right back on to bonking Roean.

The sight of the duo, rutting in the soil and clay, disgusted Gwen, and she was ready to be rid of them both. It occurred to Gwen that the fat pastor might have been the other being who she felt when she detected evil. In fact, she was convinced. She felt sorry for the man despite that, as her quarrel was only with the demon. She wouldn't kill the pastor unless she had to.

As Gwen considered the spell to cast, she saw the pastor's visage visibly twist with intense pleasure and he started to cum into Roean's hungry cunt.

Gwen was horrified when she found her breasts simultaneously swelling and throbbing. She watched when again the pastor came, and again her body responded and her breasts swelled.

"What have you done?" Gwen moaned, taking a step closer to the morbid duo.

Roean chose not to answer. Instead, she drew more of the pastor's soul into her hungry cunt. The demoness clenched her vaginal muscles again, gripping the minister's thrusting cock tightly and coaxing it to another orgasm. Once more he grimaced and grunted, one more time Gwen felt her breasts throb and bulge.

"Is this how your curse works? He cums, I get horny? No wait. You feed, and then my- then I -- " Gwen trailed off, dropping to her knees and clutching her heavy breasts. Her whole body trembled. "Is this supposed to feel this way?"

"Yes, of course. Pleasure boundless," the seductress replied. "Incredible arousal. Orgasms with a touch. My gift to you."

Gwen pointed her wand straight at the demon.

"Think you can destroy me?" the Roean yelled. "You don't dare. My magic made your breasts, made your power. With me gone, you will lose it all. Your newfound magic power, and your beauty!"

Gwen hesitated.

"I was beautiful before this."

"Oh yes, the finest fuck in Calico, no question about it. But your breasts are my fleshcraft and my essence is inside them. Without me, your breasts will deflate, becoming flaps of horrid flesh on your chest, wrinkled and rotting."

"You're lying. Tubin killed you once. He was fine."

"Think I'm bluffing? Try me."

Gwen wasn't sure, but she didn't want to be co-opted by evil. She didn't want to be Roean's pawn.

"You lied to me, used me, and then you put this curse on me!"

"It is a gift, Gwen. If not for the magic, where would you be? Back in a dungeon, awaiting execution, am I wrong?"

"You put me in that situation!"

"Easy, easy. I want you to go out and drain more people, on my behalf. People, might I remind you, not orcs, those soulless brutes are worthless to us. Find criminals, fat cats, tyrants, or my favorite, handsome stud muffins -- whatever floats your boat. Once they drink from those breasts of yours, they will fall under your control. Then when they cum, their souls will feed us."

"We feed on men? They die?"

"They die, in ecstasy. Their souls are then mine to keep. You know, I'm feeling pretty ravenous after being dead all these years. I could go for a few thousand souls, but that's just a warm up. I want every last soul in every kingdom in every land."

"Then, there will be more like me?" Gwen asked.

Roean nodded.

Gwen could not imagine being one of the vessels for Roean's evil.

"No. You die."

Gwen raised the wand and attempted to cast the spell of holy light she had intended. The words would not come to her, however. Roean giggled with glee.

"I wouldn't be much of a demon if I handed you the power to kill me," she said, dryly. "Fire, electricity, ice, you can have those magics. They will never harm me."

Father Angelo, still behind Roean, suddenly collapsed, wheezing.

"Oh my. Pardon me Gwen, I don't think I'm being fair to our beloved pastor. He deserves a little attention now as he's already given so much of himself. Please come back some other time, I do so enjoy these chats. Ketragoanzeppa!" She hurled a bolt of teleportation magic at Gwen.

Gwen found herself back in the jail she escaped earlier. She scowled at the window she had climbed through before. She was in no mood to squeeze through that darned space again. She touched her wand to the lock on the bars, and the barred door swung open. She did the same for the door at the top of the stairs, letting herself out only to encounter Duncan, still waiting at his post.

Gwen wanted him. She knew she was only horny because Roean was feeding, but just the same, she was frustrated and wanted to screw. The young man was too convenient to pass up.

"Hey, how did you just get out of there?" he whispered.

"Why whisper?" Gwen asked back with a saucy smile. "Want me to keep a secret?"

"I'm putting you back in your cell," he whispered harshly.

"Just try it," she said, placing her hands on her hips.

"Don't make this hard on yourself," Duncan warned.

He snatched Gwen's wand and tossed it aside. With the other hand, he grabbed her by the wrist. Yanking her towards the door, he caught her and dragged her back into the dungeon. She didn't bother to struggle so much as grind her backside against his thigh.

When he got to the cells, he saw one door was left open. The window bars of that cell were no more. Duncan tossed her onto the cot in the other cell. He quickly slammed the door shut and locked it with his spare key, one the mayor hadn't known the guards possessed.

Gwen slid off of the cot, onto her knees, and looked up at him. Despite all the rough handling and tumbling, Gwen's halter-top still clung valiantly to her nipples, if only barely.

"Are you just going to leave me here all night?" she asked. "What was your name? Duncan?"

"Yes, I'm Duncan," he said. "You know me?"

"Calico's not a big town, Duncan. Do you know me?"

"Of course, you're Gwen Grainger. Everyone knows you."

"Good, so we've been introduced," Gwen said, eyelashes fluttering. She pulled on her halter top, helping it up a little, but her breasts just would not fit any further down into the fabric that once went up to her collar bone. Her erect nipples threatened to spill out at any moment.

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Those glorious melons and the soft line of cleavage between them was a promise of paradise to Duncan. He desperately wanted to ask her when her breasts got so big, but he just stared.

"Up here, darling," Gwen prompted, seeing that his gaze had become locked on her mammaries.

"I mean, you never paid me any attention," he stammered quickly.