Arcana Pt. 01: A Shapeshifter's Desire

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'She pulled me into her, I was just about killed by her spirit, Alphus. It's an abomination, Caroline. Her spirit is a twisted creature enslaved to her will and demented beyond sanity.' Draconis lamented, 'What she has done to that spirit is terrible.'

"How. How did you get free?" Yu finally asked, "Your spirit was bound to mine. I should have consumed it!"

"Your spirit is broken and twisted, you've enslaved it and abused it." Caroline said, "I've befriended Draconis and we are partners in all things. I would never hurt her as you have."

"Get back here! I'm not done with you!" Hail yelled, crashing into the brush after Alex. He had apparently taken advantage of the momentary distraction caused by Caroline and Yu to flee.

Caroline kept her eyes firmly on her mother.

"That is why you are weak. You are unwilling to grasp the power. You can never defeat me! Just like all my spawn before you, you will feed my spirit and I will grow in strength!" Yu yelled, charging at her.

She shifted into a full bear, ten feet tall and weighing literal tons. Caroline leapt back and fixed the scales around her neck. She didn't know how she was going to fight her mother on level ground. Months of training and she still had never managed to become a full animal and her wound healing still took minutes, or even hours, not seconds.

"I would rather die than use Draconis like that!" Caroline yelled, slashing at Yu's face as she leapt out if the way. She drew blood and Yu roared. She took another step back and spread her arms, growing wings from her sides.

Except that only her left arm grew a wing. Her right arm remained as it was.

'Caroline, I cannot. It broke my arm while I was in there.' Draconis said, pain lacing every word.

"Fuck!" Caroline dove out of the way as Yu charged her again. She shifted her arm back to dragonscales and stood ready.

'I'm sorry Caroline! I'm sorry. I was so scared without you. I didn't know what to do!' Draconis whimpered, 'Now we're gonna die because of me.'

"Draconis!" Caroline snapped loudly, "We fight!"

'Right! Sorry! Let's go!' Draconis agreed.

Yu turned to them and roared her challenge.

"Yea, yea. You old bag. Bring it on already." Caroline sneered, holding her claws up.

She met her mother in a thrashing storm of claws and fangs, scales and fur. Blood flew from flesh and sparks chipped from scales.

"You are twisted as your spirit!" Caroline said, digging her claws into her mother's side. Blood washed over her claws, and her mother twisted about. She was strong as a bear, but not agile. Caroline was moving around her quickly.

Then her mother changed again, shifting back into a more human form. She was naked and her body was still covered in fur. Her hair fell down her shoulders in a great mane and she held up smaller bear paws.

"You're learning fast. You have lasted long. But you cannot beat me. Where you've had months, I've had decades." Without another word, she lunged. Caroline stood frozen for a moment, shocked at her new swiftness, but Draconis's screaming instincts snapped her out of it. She jerked back in time to avoid a crushing swipe of her paw.

Caroline's heart was pounding hard and she could feel the suspense in the air around them. One wrong move and her mother would kill her. Yu, of course, had no such fear because she could heal anything Caroline had managed to do to her thus far. She pressed the attack hard, driving down on her and pushing her back. Caroline stepped wrong and she felt her mother's paw slam into her chest. It drove her hard back against a tree and her knees gave out. She collapsed to the ground slowly, like a balloon deflating.

"You never had a chance from the beginning." Yu growled as she stalked towards her, "You don't have the killer spirit. You don't have the instinct of the predator. You feed like a weakling. From the very beginning, you've never had a hope of beating me."

"I'm... not a killer." Caroline felt a bolt of inspiration as if the tree she was sitting against was struck by lightning. She kept her head down a bit as she smiled, turning her thoughts inward. She looked upon Draconis in her mind. It was so obvious now that she thought about it. Draconis's very form was undeniable proof. She had a feral look about her, a wild and dangerous look in her eyes. One arm was that of the dragon, scaled and wielding vicious talons. Horns curled back from her head, giving her a dangerous visage.

But the rest of her. It was curvy. It was sensual. She was laden with heavy breasts and wrapped in gorgeous curves. Her look was more attractive than feral.

"You realize it, finally. You see the futility of this battle." Yu stood over her.

"I see the futility..." Caroline drew up her will and looked up at her mother, "...of fighting you on your terms!"

A surge of heat seemed to burst from Caroline and Yu faltered a step, shocked by the sensations that wracked her body. Not pain or fear or the thrill of battle, but that of sheer, raw ecstasy. It made her knees quiver and she lost focus on everything for just a moment. It was enough.

"You say I'm not a killer. You are right. But that doesn't mean I'm any less dangerous!" Caroline roared, shoving herself to her feet. Lust radiated from her like light from the sun, bathing everything in a sight in an irresistible aphrodisia. She let her scales melt away to soft pink flesh, her body naked after having her clothing burned by Phoenix Fire. Her breasts blossomed forth and her body filled into a sexier shape.

She took a step towards Yu and Yu took a step back. Her body was visibly shaking and she was having trouble focusing or doing anything at all. Her eyes were fixed on Caroline's heaving breasts, desire and horniness like she had never felt running through her body.

"I've spent all this time thinking I could fight you like you expected me to. But all my feeding, all my time spent with Kate has taught me my true strength. I could never beat you with my claws or fangs, but I can best you in my own way." Caroline reached out and touched her mother's arm.

She cried out in a wild, shuddering orgasm, the fur melting from her body as she shrank back to her human body. Her legs turned to jelly and she fell to the ground, panting and shuddering, body shaking with pleasure.

A cock burst from Caroline's loins and enormous balls inflated beneath them, settling heavy in their sack with rich semen. Her aura intensified and Yu was sent into spasms of another muscle convulsing orgasm.

She crouched down and spread her legs, eyes on her dripping wet pussy. Her body was weak to the touch and she did little to try and stop Caroline. Her dick plunged hard into her and another orgasm raged through her like wildfire.

'Draconis. Go.' Caroline thought, sliding up to the hilt in her quite lovely cunt.

'Of course.' Draconis said with a cheeky smirk in her voice. Yu's power was vast, fueled by decades of murdering and dozens of children grown and eaten. It was not more than Draconis could take though, when she was on her own territory. It flowed rich and powerful into her.

"C... Caroline... stop... I can't..." Yu whimpered as another orgasm rolled up on her.

"You're going to die here mother." Caroline said and another cock surged from her crotch. It plunged into her asshole, wettened by all her horniness, and drew another howling moan from her.

"So... so good." Yu panted, "How does it... feel so good?!"

Draconis was latched onto her twisted abomination of a spirit, leeching all its power as she came again and again, totally helpless. This would take some time, if Caroline intended what she thought she did. Unlike Kate, whom she would let go of and let her rest, Draconis kept a powerful grip on Alphus. She was growing stronger with each passing second and any resistance Alphus could manage was totally wiped out during Yu's inevitable next orgasm.

"This is more like it!" Caroline grunted and unloaded her first inside her mother. Thick spunk, creamy and hot, poured into her from both sides. She thrust twice more and pulled out, blowing the rest all over her nethers.

"Ahhhh! Heavenly..." Yu sighed in bliss.

"This is the end of you, mother." Caroline said as she felt all the power bristling inside her. She willed her cocks to stretch out. Muscle enwrapped them, changing their shape and letting them grow forth into a pair of long, bobbing tentacle cocks. She guided them down and drove them hard into her. More tentacles drove forth from her crotch and joined the fray, wrapping around her quivering form. One pushed into her mouth and a second rammed into her cunt. Her mother gave a muffled, howling orgasm. Her shaking and thrashing was growing weaker as her energy drained away.

She drove her tentacles as fast as they could go, ruthlessly pile driving her mother's holes into another reality of endless pleasure. Yet more power coursed through her and she reached her peak quickly. The tentacles were sensitive and the depths at which they plunged felt much better than she thought possible. A flood of cum stretched the tentacles with sheer volume and it exploded from Yu's sloppy holes.

It pumped and pumped, endless power fueling Caroline's lust. She came until her mother's belly was stretching from it. Her belly grew round and pregnant with seed, yet Caroline came more. It began to seep from her nose and run out the corner of her eyes.

"Die mother." Caroline groaned, loosing the last of her load. Her mother gave a feeble gurgle as she strangled on it. Caroline kept a tentacle wrapped around her mother's throat until she was totally still and there wasn't any warmth of life still in her body.

'Caroline.' Draconis said with a worried tone, 'You're crying.'

"What?" Caroline jerked up, whipping her tentacles back from her mother's body. They all retracted until the disappeared and she reached up to her eyes. Tears had started falling before she had realized it. She looked down at her mother and the turned away quickly, retching violently on the ground.

'Are... are you okay?' Draconis asked.

"That was..." Caroline shuddered and took a ragged breath, "Wrong. I know we had to. I know she had to die... but to do it like that..."

'I know. Let's get out of here.' Draconis said, pressing herself against Caroline's mind. Her presence was soothing and gentle as they stumbled over to Kate. She picked up her limp body and put an ear to her breast. Still beating strong, just out cold. With all that in order, Caroline started a slow stumble through the trees.

Down on the shore, the sun was setting and the waters were glowing orange. They had been here longer than Caroline had thought and she realized just how exhausted she felt.

Down the beach from her, Hail was sitting on a corpse and her broad bladed axe was buried in the back of its skull.

"Hey, I was getting worried. The sounds coming from there for the past few hours were something terrifying." Hail said, looking up her. Caroline walked over and collapsed on her bottom in the sand, Kate cuddled in her lap.. Hail looked at her and frowned, "I take it she's gone?"

"Dead." Caroline groaned.

"So you did take her on. Good. I caught this traitorous slime after he tried to flee. Been sitting out here relaxing for a while. Don't have anyway to contact our ride, so we just have to wait." Hail said, pulling back on her axe to lift Alex's face up. He looked surprised to have three inches of cold steel in his brain.

"I didn't take her on. I couldn't. She was too strong. But I had an idea and it worked. I couldn't think about it at the time, but it was wrong." Caroline fought the urge to vomit again.

"What happened back there then?" Hail raised an eyebrow.

"I fucked her to death." Caroline clenched her eyes.

"What?!" Hail almost laughed.

"I couldn't take her head on, she was too strong, too fast. But all my time with Kate taught me my real strength. I can get just about anyone drooling on the floor horny. Then while she was blissed out under me..." Caroline ran a hand across her throat.

"Whoa. Yea. I can see why you're shaken. That's a pretty intimate way to do it." Hail nodded.

"What about you? You knew he was a traitor before, why was he still there?" Caroline turned the conversation elsewhere.

"Because I knew he was a traitor from day one. But he never, not once, revealed anything about who he was working with. If I got him, she would still be out there. So I took him on because I could keep an eye on him when he was close, I could limit his harm that he could inflict." Hail looked back at the treeline, "Until he gave up who he was working with."

"Wait a second, how? How could you be so sure?" Caroline looked at her.

"I know when people lie. Day one, decades ago, I asked him why he wanted to work for me. He said he wanted to help people. Lie number one. I then asked him if he had any connections to anyone I would disapprove of, anyone out to cause harm. He said no. Lie number two." Hail held up two fingers, "That was it right there. But in all his sneaking and planning he never once suspected that I knew."

"How could you be so certain about lies?" Caroline shook her head, "What if you had been wrong?"

"Like father, like daughter. He knows when you've been naughty or nice." Hail smirked brightly, "There's our ride." She pointed out to a police helicopter approaching from the city.

"Once last thing. The runes on your body." Caroline reached out and touched her arm where one had been.

"Woo!" Hail jumped as if she had been shocked, "I think there's a bit of that sex still in you. That felt pretty good." She laughed as Caroline withdrew her arm. Caroline hadn't realized, but there was still lust flowing thick through her body. Hail stood up and wrenched her axe free, "Magic is simply you forcing your will upon reality, using your power to twist everything to how you think it should be. A stronger will can resist the change. These runes are the signs of my will, they are my belief in Valhalla. I have the unbreakable will of my father and no piddly little mage will be able to overcome it. I know one day I will die and I will go to Valhalla to feast and fight with my family until the end of time."

"Really? Valhalla is a thing? Sounds like a pretty good deal right about now." Caroline sighed, getting to her feet.

Hail looked at her and then let out a deep, bellowing laugh. She wiped at her eyes and shook her head, "Caroline, look at what just happened! Look at you now." Caroline had her arms wrapped around the sleeping Kate protectively, "You're no fighter, you're a lover. You would never be truly happy in Valhalla, battling until you die on the fields of glory only to awaken and feast before the fight once more! No, you find your own afterlife with your Katelyn where you two can be happy together." The helicopter bore down on them and the tearing winds whipped about. Hail yelled over them, "You're on paid leave for the next month! You and Kate both! I'll come by for a sandwich sometime!"

"I'd like that!" Caroline laughed and climbed onto the helicopter with her, settling Kate into one of the seats.

*******

CHAPTER 21 - LIFE GOES ON

Caroline looked around at Kate's dreamscape. She was still fast asleep from what Hail had said was a simple sleeping spell. Apparently it would break by morning, but Caroline didn't want to wait. So she had used Draconis to reach inside her like her mother had done.

Kate was dreaming of a beach. Gentle waves splashed on the shore and a cool ocean breeze wafted over them. She and Draconis walked down the beach until they found a quaint little shack sitting back among the trees. Kate was laying in a white bikini on the sand out front, a drink in one hand and one of her naughty manga in the other.

"Hey there cutie." Caroline said, sidling over to stand above her. She was completely naked and a long, throbbing cock stood out from her crotch. Draconis walked around her and looked down from the other side, dragon dick equally hard.

"Whoa." Kate said, her mouth falling open and her sunglasses falling down her nose. She closed her book, "I didn't know you were vacationing here as well, Caroline. You should've told me. Who's your friend?"

"This is Draconis." Caroline smiled.

"Hi there." Draconis waved with her clawed hand.

"Dra... but you're her spirit or whatever. Aren't you supposed to be inside her?" Kate said, staring entirely too much at their cocks.

"Yes, but we're both inside you right now." Draconis said.

"Not yet, you're not." Kate said with a cheeky smile and a lusty glint in her eye.

"Good grief you're a horny little slave. No, you're out cold in our bed. We are in your dreams. See, look, you're naked." Caroline pointed down at her.

"What? No I'm..." Kate looked down and found her bikini gone, "Oh. Well, I guess it's convenient timing that you two came along then." She spread her legs and rubbed a finger down her bare pussy.

"You're under a sleep spell and I wanted to have some fun. Draconis said if we fell asleep touching you, she could get us inside your dreams. I figured it was about time you and her met." Caroline said as Kate started to stroke their cocks with her hands.

"I'm dreaming? Well, I could honestly believe that considering what I've got before me." Kate licked her lips.

"Oh just shut up and lay back." Caroline pushed her flat on the sand again. She straddled her shoulders and shoved her cock down her throat, big balls coming to rest on her chin. Kate gurgled happily, her eyes glittering with delight. She wrapped her arms firmly around Caroline's waist and began to throat fuck herself on her cock.

Behind her, Draconis had knelt down and was digging her tongue into Kate's nethers. It was long and springy, wriggling deep into her and sending powerful waves of pleasure up through her.

"Drink up, love!" Caroline said and she nutted down her throat, pouring warm, gooey seed right into her belly. After a moment, she drew back and splattered her face and chin with the dregs of her orgasm.

"C... Caroline! That was so fast." Kate gasped, staring up at her as she stood up.

"I had some stuff I wanted to get out. Fucking you feels like a cleanse of sorts. I'll explain later." Caroline sighed, stepping over her. She knelt down above her head and watched eagerly.

Draconis spread her thighs and nestled her dragon cock up against her pussy and pushed. Kate gasped sharply and let out a long, delicious moan. Her insides filled up to the point of stretching with ridged dragon dick and her smile was almost wrapping around her head.

"Come on." Caroline reached under her shoulders and pulled her up, forcing her and Draconis over, "Get on top of that cock. Show me your sexy ass!"

"Yes, mistress!" Kate giggled, grabbing onto Draconis's shoulders as she bottomed out on her lap.

"That's it. That's a good sight." Caroline knelt down and began to lick her ass, probing deep into it and getting it wet all over.

"Ohh! That always feels so naughty." Kate cooed, looking back at her with slutty eyes. Caroline got up behind her and slowly eased into her tight hole. Kate moaned and wrapped her arms around Draconis's head, hugging her tightly as her ass was stretched wide open. Pleasure lit up her spine and made her entire body bristle with joy.

"Your ass always feels the best." Caroline groaned, pushing down on her as she sank deeper. Nearly a foot of throbbing hard meat buried inside her. She felt her big balls rub against Draconis's enormous sack and a ticklish sensation made her stifle a laugh. She hugged Kate's back and gyrated against her bum.

Draconis started to thrust upward and they met in the middle, stretching Kate's insides wide with each hump.

"Oh god! Mistress! This is amazing! You're both fucking me! You're destroying my little holes so good!" Kate panted and gasped, heart pounding away as her entire body blazed with ecstasy.