The Third Apprentice

"So you thought. Clearly I was paying some attention, Duncan Fensalot. Actually, I always liked you, but I was too shy to say anything."

She smiled, and knelt by the bars to her cell. Reaching through, she placed her hands on his thighs. He made no move to back away.

Duncan had never been anything but a loser with the ladies, and he was still a virgin. Gwen so made him want to believe his luck had changed. The way she was tugging on the waist of his britches was making him forget himself. These things never happened to him. He was in a fantasy. He simply watched as she pulled down his pants and his throbbing boner popped out in front of her face.

"Want me to stop?" she asked, opening up her mouth and showing him her tongue. She pulled on his hips until his cock was through the bars of her cell. She moved her mouth close to his tip and looked up into his eyes.

He choked on his words, unable to react coherently.

Still gazing into Duncan's eyes, Gwen slowly stood. Her huge melons were all but out on display, only her nipples were covered, tucked under taut lace. Cupping her juicy jugs from beneath their curved overhang, she pushed them out on top of the halter-top, then pushed them through the bars of the cell.

Entranced by her large, turgid nipples, Duncan began to suck on one breast, then the other. He shook off his gauntlets so that he could squeeze and fondle her pale breast flesh with his bare hands.

Gwen's soft breasts felt amazing. She felt her juices rising to the surface of her nipples, nectar for him to drink. She wanted him to suck more, drink in more. She ran her fingers through Duncan's short blond hair, massaging his scalp as he drank from her milk laden jugs.

She dropped to her knees before him then and reached out for his waist. She pulled his hips right up to the bars so that his stiff meat could poke through to her side. She hungrily slurped him in, and soon long strings of saliva were falling from her mouth as she eagerly bobbed on his dick.

In seconds, he felt like he was ready to cum. He couldn't take any more, he needed to have her. He unlocked the cell.

Soon she was bent over the end of the cot, Duncan stuffing his meat into her dripping snatch. She didn't know why she wanted to drain him, or how, but she could feel his mind, putty in her hands, his cock stiff and slamming her nethers deliciously. The rest of the town was asleep with Roean on the loose, but down in the dungeon they were fucking their brains out.

Duncan had wanted Gwen for a long time.Gwen had been the hottest girl in town, but always out of reach. She was a couple of years older than him, didn't have many friends, and kept to her own little group of folks, most of whom were outsiders at heart. If she had been approachable, he hadn't the nerve to try.

He had truly thought that she had been in the dungeon all night. Indeed, he had been fantasizing about coming into her cell and doing her just like this. It was like a dream come true.

He felt his balls boiling with imminent release, after all his pent up desire there was no holding back. Her hot pussy was tight and he was inexperienced. In no time at all, he was pumping gobs of his seed into Gwen's slippery snatch. She begged him for more, so he kept going. With Roean's essence in his bloodstream, he had no need to stop. His cock stayed rock hard and sensitive from one orgasm to the next. Gwen was beside herself as his cock rammed her deep and Duncan showed no signs of slowing down.

Eventually he collapsed, his body withered and more than half-dead.

Gwen saw that she had been draining his life force the entire time, but it was incredibly satisfying. She was glad and grateful to the demoness for the first time. Draining men of their souls felt like a very good thing. Also good was that although Duncan was half-dead, his cock was still bulging with vitality. She would be able to drink every last drop of him as long as his cock remained engorged.

It was time for a change of position, she thought as she absently caressed her heavy breasts. She gave each of her nipples a little pinch and was amazed by how good it felt. She began rubbing her breasts, and decided she could put them to good use.

She enveloped Duncan's shaft between her ripe melons and began to bounce them. She leaned forward so that she could suck on his tip. Squeezing his meat between her squishy tit flesh was enough to drive him close to the brink of orgasm, but it was bliss for Gwen as well. The longer she bounced them, the more they tingled and throbbed. After a minute, she began spraying her milk non-stop. Soon after, Duncan filled her cleavage and face with a flood of sticky cum.

"Oh sweetheart, you came again? Warn me next time so that I can drink all your delicious cum."

The pleasure from sandwiching her breasts around his cock was so intense that she wanted nothing more than to keep bouncing her breasts around him. She must have come twenty times during Duncan's last few orgasms. She was enjoying it so much she hardly even noticed each time he spooged in her face.

Finally, he was nothing more than a withered husk. Her tits and mouth were splattered with the last of him.

"Over so soon?" she asked, rhetorically.

She sat up and licked her lips clean, then wiped the cum off of her face and breasts with her fingers and licked them clean as well. She took the time to lick every last drop.

She stood over Duncan's remains.

"That's what you get for keeping a harmless village girl like me in a dungeon. Following orders? Yeah right."

She hurried back to Tubin's estate. Outside, Sabrina bolted from the woods to her feet, meowling noisily.

"Sabrina! Sorry I lost track of you back there. Come, let's go inside."

As they walked up the stairs, she lifted her wand to cast a few spells of warding. Vines began to grow out, smothering the grounds of the entire estate in neck-high poisonous brambles. She skipped into the door and shut it, as thick, thorny briars crept up, sealing the house in their poisonous coils.

***

The Order of the Magi tend to take care of each other, and when Magus Tubin died, Alvonus, the Head of the Order, divined it the next morning. Using further divination spells, he learned that Tubin had been betrayed by his apprentice, who allowed Roean the opportunity to drain his life.

It was tragic, but Tubin could have avoided it if he so chose. Alvonus thought back to the time he warned Tubin about the succubus.

"Roean will come after you. She will return some day," Alvonus once told Tubin. "Why don't you do as I say and destroy that skull? Why keep it in your study?"

"I don't know, but it calls to me. The mystery of where a soul goes, it haunts me. How bad can it be? Besides, dying in such a way seems preferable to aging to death as an invalid. If I get old, too old to even wipe myself, I might bring her back."

"You never saw a succubus take a life. You don't know what you're playing with," Alvonus had warned.

Well, Tubin had met his fate, much earlier than he ever expected. However, there was no ignoring the situation. Gwen Grainger had betrayed her master, and Roean was on the loose in Calico. Alvonus understood that swift action was needed to slam a lid on the mayhem and tragedy that could result.

Like most Magi, the master had no kind feelings toward Finneus. Tubin's first apprentice had a weakness for women that was worse than Tubin's. He called Finneus because it was traditionally the role of a former apprentice to avenge the murder of a master at the hands of a current apprentice.

What intrigued Alvonus was that it seemed like a situation that might serve as a way to judge Finneus' character. The mage was starting to master difficult magics, but Alvonus doubted he would ever have what it took to move up in rank in the Order.

"You have a chance to prove yourself, Magus Finneus," the Grand Magus told the young Magus. "I hereby charge you with one of your sworn duties under the Oath of the Order. Avenge the death of your teacher."

"Magus Tubin is dead?"

Alvonus nodded solemnly. "He died last night."

"May his soul be with God in heaven! What happened?"

"It most certainly is not in heaven, Finneus."

"But when? How?"

"Last night. His apprentice released his demon."

"What sort of demon, exactly?"

"You'll find out soon enough. Put a stop to his apprentice. You'll find her at his house."

"Her? He took a female apprentice?"

Alvonus nodded once more. "You hadn't heard?"

"I'm sorry, but Calico is not someplace I visit, and Tubin and I fell out of touch."

"Indeed."

"Very well, Grand Magus. You know, this ought to be fun."

"Indeed." Alvonus forced a smile.

With that, Finneus teleported to Tubin's estate.

Gwen was waiting for him in her bedroom, her lair. She knew enough about the Oath to almost expect Magus Finneus.

It was so easy.

She lounged in bed and listened to his footsteps as he climbed the stairs, then went straight to Tubin's study. She heard him rummaging around, checking closets one by one. She sighed and waited patiently.

Finneus finally cracked the door to her room. She was on all fours on the bed, in profile. His eyes widened as he took in the sight of her nakedness, the curve of her ass and her enormous tits.

"Hello, Finneus. So good to see you again."

Finneus raised his staff, but he hesitated. He had been all set to blast away the apprentice, but to destroy a friendly girl with such a phenomenal figure when he held so much power went against every fiber in his being.

"I can't say I remember your name. Have we met?"

"We have," she replied, crawling forward to the edge of the bed. Finneus could sense a hazy thickness to the air, as if incense were burning.

"Not another move!" he warned, his staff still raised. "My god," he murmured, drinking in the sight of her tits and her graceful hips that tapered to a slim waist. "My god," he mouthed again.

Gwen was watching his lips.

"He's not here. I know why you're here, though. You're here to murder me."

"Avenge, not murder. Give me one good reason why I should not."

"I'll give you two," she said, sitting up on her hindquarters and holding her breasts out toward him.

"Now, you are a liar. We have not met. There is no way I would forget a pair of breasts like that." He stared at them, then at her face.

"Hm. No. Can it be? You're not the Gwen I remember."

"So you do remember. You dated one of my friends, got her pregnant!"

"We're not here to recall the past," Finneus countered. "It is time for justice." He raised his staff once more.

"Go ahead then. What are you waiting for?" Gwen rolled over on her back, casting her legs toward the headboard, a pose that she carelessly assumed but happened to show off her shapely posterior. "I'm not used to these wizardry duels, so if you don't mind I'm not going to try to fight. I'm sure I'm hopelessly outmatched, anyway."

He sighed bitterly. She was beautiful and just spirited enough to be fun, but he realized that if he let her keep talking, he would lose the willpower to waste her life. The time for parley was over. He raised his staff and called forth lightning to send Tubin's murderer to a quick death.

Nothing happened.

"Ah," Gwen sighed, squeezing her oversized melons. She kicked one leg out over the front of the bed, rolled over, and stood up.

Finneus realized he had walked into a trap. He checked the door, but it was locked.

"Like this little anti-magic field?" Gwen enthused, smiling as she took a very short step toward Finneus. She took another step, crossing one leg before the other. There were only a few paces separating the two.

"Anti-magic?" It meant that neither of them could cast spells within or into the dead magic area. He cursed, realizing that it was just the sort of thing Tubin would create in a student's room, to keep them from practicing magic in their room, unsupervised. Finneus suspected that rhe room was permanently enveloped in all four corners. Without magic, all that was left was hand-to-hand fighting. Finneus grabbed his staff with two hands and approached Gwen. The whole situation was so ridiculous it confused him.

"This is barbaric. Let's face each other using magic, at least."

"Why, so you can cast your spells on me and kill me like a civilized gentleman?"

"Well, yes. I'll make it painless."

Gwen shook her head no, smiling.

"You should really consider it as an alternative to being slowly bludgeoned to death."

"I don't want to fight. Be my lover."

She stood before him, naked, her breasts full, firm, and peaked with erect, pink nipples. He found his gaze drawn to them over and over. Meanwhile, every whiff of the incense was further clouding his mind.

"Touch them, if you like," she offered, holding her breasts up from underneath. "Pinch them. I love having them played with. I can do things with them as well, if you'll let me."

"This is your trap then? Seduce me? Well then, that's exactly what I'm not going to allow to happen." Finneus said, halfheartedly. What was the harm? She was physically no match for him, as far as he could tell her arms barely had any muscle at all. He stared at her breasts, so big, and his vision started to double.

He shook his head and blinked. She was already right in front of him. She slipped a hand into his robe. He spun to knock her back, she tried to close the distance between them. His staff connected with her face before becoming entangled in her outstretched limbs. She went sprawling and his staff clattered to the ground. He toppled but landed against the wall, only barely maintaining his footing.

"Want it rough?" she asked, wiping the corner of her bruised mouth. She leaped up with surprising speed and threw her arms around his head. She was certainly top heavy and he was not, and he leaned against the wall to keep his balance. Her breasts were heavy against his face, and he felt droplets of something seeping from her nipples.

She slid down his body and let go of his head, then she thrust her hand down and grabbed his crotch.

He threw her off. He tried to pounce at her but he moved sluggishly. He landed on the floor while she was standing on the bed. He quickly stood.

"So, sex is your weapon?" He couldn't help but start to get an erection. "I'm going to have to do this the hard way, I can tell." He picked up his staff once more.

"Look who's talking about getting hard." Gwen retorted.

Finneus didn't need to look down to know he was sporting a huge tent in his britches, but how could she see that under his robes? In his confusion, he looked down anyway. He looked back up at Gwen, and his vision blurred and went double again.

Finneus shook his head. He wasn't used to combat in magic dead zones, but that didn't explain the fog in his head. If not for his confusion, this female apprentice might not seem so damned formidable. What was the whole point of fighting her anyway? He couldn't remember.

He was lost. He held his staff with one hand to wipe the milk droplets from his face with the other sleeve. He found himself growing very dizzy. The girl was playing rough, he thought. Playing rough. Not too rough, though.

Had he come with a little more knowledge of the attacker, and had his mind been less clouded by the clouds of succubus pheromones wafting through the bedroom, he might have realized that Tubin was killed under the same sexually charged confusion.

"Come catch me?" she asked. She got down from the bed with a bounce of her hips. "I bet you can't." She took a few steps from the bed, crossing her long legs as she walked.

Catch Gwen. That made complete sense to Finneus. He wanted to hold her, perhaps to tackle her to the ground.

He walked toward her, she shied away. He lunged toward her, she ran to the bed. He moved to grab her again, and she giggled and scampered over the bed, heavy breasts swinging wildly. He chased her around the room in earnest and tackled her. In a last ditch effort at chivalry, he turned to absorb the impact of their fall into his shoulder rather than hers.

"Oh, you got me, you got me," Gwen panted, somewhat out of breath.

"What do I get?"

"Oh, I don't know," Gwen replied. "I guess it's time for you to kill me. Stick a knife in my chest."

"I couldn't do that. You have too fine a chest."

"What will you do with my fine chest, just ignore it?" She cradled her huge breasts, lifting them up invitingly.

Finneus stared and went cross-eyed.

"Suck on them?" she suggested. Her incense was certainly doing the trick, she realized. "They're all yours, darling. All yours."

He nodded, staring at her hypnotic jugs as she leaned over him. She straddled his thighs and dangled her tits in front of his face. He grabbed them, squeezing them and sucking on her nipples.

Her milk hit his lips and he drank the sweet liquid eagerly. As he did, Roean's aphrodisiac fluids filled his system, giving her control over him. She moaned with pleasure as he sucked in her poison, far more than he could hope to withstand.

The fluids, having entered his bloodstream, made his body hot and tense. They pooled in his erection and his testicles, making them heavy and sensitive. He was incredibly hard in moments, and his cock throbbed and twitched above his stomach, not even resting against his abdomen.

Gwen reluctantly pulled her nipple from his sucking lips. He had drank enough, perhaps too much. She felt no sympathy for Finneus, she hated him for the way he had treated women in Calico. Yet it seemed like if she faked a little sympathy toward him, it would help the process along, and get him drained without a hassle. So she smiled down on him, stroking his blond locks back from his face. He closed his eyes.

It was too easy.

She slid down his body and her leaking nipples dripped milk down his chest. She took his twitching cock in her hand and slapped her nipples with the tip, over and over until his purple helmet was coated with her milk. In the process, she began to get herself rather worked up, enjoying the way his cock felt whipping across her turgid nipples.

He groaned, tilting his head back. His cock felt harder than steel. Her milk was being absorbed directly into his dick's sensitive tip, sensitizing it tremendously.

When she decided to hold his cock in her hand and give it a quick squeeze, he groaned again and a rivulet of precum poured down from his tip.

"Can I suck on it?" Gwen asked, opening her mouth and angling her head for his straining phallus. Her eyes turned up to him, and she saw him nodding. She smiled and opened her mouth, then engulfed his rod.

He was at least average size, and Gwen tried to take in as much as she could. She was surprised when she encircled his root with her lips and held him there. Gwen's knew her body had changed on the surface, but she was discovering that much about her whole being had changed. She didn't gag as his cock pushed down into her esophagus, blocking off her wind pipe. She didn't even feel a growing desire to take a breath. She just took him in and sucked on him with her whole throat.

Gwen slowly pulled her head back and then took him in again, corkscrewing her head as she went down on him. He grunted and squirmed as she easily forced him to a quick orgasm.

"Can't stop!" he warned belatedly, bucking her hips up into her mouth.

Cum inundated her mouth and she drank it eagerly. The process had begun. She felt a taste of his soul, and memories as well, of girls he had used. Girls she knew. Some that were now stuck in difficult situations, or dead. They reinforced her decision to put an end to him.

She pulled off of his cock and wiped her red lips. Then, arching her back to accentuate her heart shaped ass, she crawled on the bed on all fours, and beckoned for him to join her.