Downfall of Heroines Ch. 05

"Hmm, yes I am." Colleen smirked as she slowly rolled over onto her belly, then hiked herself up onto her hands and knees. "I want to see you enjoy yourself, to just lay back and let him make you feel pleasure."

Colleen nestled herself up against her friend, placing a hand on Shereena's belly while planting a soft kiss on Shereena's slim neck.

"Imagine how good it will feel when is cock is pumping in and out of you." She suggested, her hand gently caressing Shereena. "That thick organ pushing deep, making your body tremble with pleasure, making you yearn for each thrust."

Shereena's lips parted and the young woman began to breathe deeply, her thick breasts pushing against her blouse. She stared at the hideous creature and recalled how Colleen's body reacted to the sensations, intense pleasure filling her as this thing had her. Colleen smiled wide as she watched her friend grow aroused at her words, the idea of being fucked by the hideous undead spider making Shereena's body grow warm with lust.

"Just relax, and enjoy this." Colleen cooed as she wrapped both arms around Shereena's waist and slid her body down until she lay flat on the bed.

Shereena sighed softly as she felt her body slide away from the headboard and relax on the bed, laying before this creature making her feel vulnerable and helpless, which strangely, she liked. She smiled back at Colleen as she eyed her friend doing the same to her as her hands began undoing the buttons on Shereena's bodice. She nervously bit her lower lip as she allowed Colleen to begin to undress her, feeling the bodice loosen before her friend parted it, leaving only her blouse to hide the lovely form of her torso.

Colleen smirking before running her tongue along her lips, slowly running her hands up Shereena's body, cupping the woman's thick breasts though her fragile blouse, watching her moan sensually in response to Colleen's touch. Unable to help herself, Colleen leaned down to Shereena and planted soft kiss on her friend's lovely lips. It was not long before their lips slowly worked against one another, moving sensually, Colleen sliding her tongue past Shereena's lips and into her mouth; all while the spider creature looked on, enjoying Shereena's willingness to let this happen.

As the kiss continued, Colleen used one hand to undo the buttons down the length of Shereena's blouse, slowly releasing them until she was able to brush the fabric aside to reveal the woman's beautiful form, her thick, firm breasts moving delightfully as she breathed. With a soft moan, Colleen pressed her naked form against the side of Shereena's torso, her breasts squishing up against the young priestess while her hand began to massage one of Shereena's, moving slowly while the spider watched.

"I can tell you like that." Colleen whispered as she broke the kiss, panting softly as she gaze into Shereena's eyes. "Would you like our friend to have you now?"

Shereena stared up at Colleen, then down her half naked body to the hideous creature, its disgusting cock still jutting out from beneath its horrid form, eager to plunge into her and enjoy her delicious body.

"Y...yes..." Shereena said softly, her body yearning to feel the delightful sensations of this things cock moving inside her, pleasuring her.

Colleen smiled down at her friend, but said nothing. Instead, she moved back to her hands and knees, her upper body hovering above Shereena's waist and shapely hips. Grinning knowingly at the vile creature, her hands undid the buckle to Shereena's belt, then pushed, sliding her dress down her legs, baring the rest of Shereena's lovely fertile body to her and the vile creature, its glassy eyes staring down at her beauty, the thing knowing it was going to enjoy violating the young priestess.

"Hmm, you are so gorgeous Shereena." Colleen said, complimenting her friend. "It would be a shame to not use this body to pleasure these creatures."

"Hmm...thanks." Shereena replied before moaning as she felt one of Colleen's hands on her belly before it slowly slid down between her legs to cup her womanhood.

"Spread your legs for him honey, and then I am going to watch as his cock enters you." Colleen said, smiling widely at the creature, eager to see it enjoy itself with Shereena.

"Hmm...OK." Shereena replied, a serene look on her lovely face as she smiled softly at the creature.

Slowly, her knees bent, pulling her feet closer to her body. Then, her feet moved along the sheets, gliding part as her thighs parted, opening as she offered her body to the vile creature she had just watched take Colleen.

"Yes, that's it." Colleen cooed, rubbing Shereena's moist pussy for a moment before her hand left to find the creature's disgusting cock.

Shereena watched as Colleen wrapped her fingers around the creature's slimy organ, the thing throbbing disgustingly as she gently stroked it, then began guiding it to Shereena. Colleen's other hand came to rest on Shereena's lower belly, massaging the woman's flesh, Shereena moaning sensually, enjoying her friend's touch. This was soon joined by the thick skull head of the creature's foul organ against her moist, sensitive folds, Shereena hearing Colleen squeal in excitement as the tip of its organ nestled against her, spreading her pussy apart.

Colleen's hand left the creature's massive organ and began to stroke the inside of one of Shereena's thighs, the young noble staring down between Shereena's legs, wanting to watch as this creature entered Shereena and enjoyed the act of filling her body with its vile manhood. The creature crawled forward, its front legs pressing into the mattress on either side of Shereena's torso, its black eyes staring down into her own eyes.

Shereena's soft lips parted, letting out a soft whimper as she lay there, this creature slowly pushing its vile, undead cock into her body, feeling her wrap tightly around it, much to its pleasure. Colleen cooed in delight as she watched the vile organ flex, then push into Shereena, the thing's hideous head disappearing into her, the followed my more and more of its length as the creature pushed deep into Shereena, moving slowly as it relished the conquering of her body, Colleen feeling Shereena's belly distend as her body accepted the inhumanly large manhood into it.

Shereena slowly arched her back, her lips releasing a long moan of pleasure; this creature's horrid cock felt so good as it burrowed deep into her body, the thing taking its own satisfaction from the act. The thing then pulled back, and back into her. Shereena was now being fucked by this vile creature, its disgusting body moving as it hovered above her, slowly pumping its grotesque, skull headed cock in and out of her, enjoying the sensation of her youthful body wrapped tightly around his vile member while it stared down at her, watching her moan in pleasure as she enjoyed what was being done to her.

"Hmm Shereena, you have no idea how much I am enjoying this." Colleen said as she leaned back and lay down in the bed next to her friend, watching as she was taken by this undead spider...and enjoying it so thoroughly.

Nestling herself up against Shereena, she enjoyed the sensation of her friend's warm flesh against her own, feeling her friend move sensually as her body accepted the spider's cock into her again and again, her legs remaining wide open as she let the creature continue to have her. One of Colleen's hands soon found Shereena's right tit, massaging the large, fleshy orb as she felt her friend's soft, warm flesh. Unable to resist, she moved her mouth to her friend, and pressed her lips over Shereena's nipple, moaning softly as her tongue pressed against Shereena's flesh, tasting her.

Shereena moaned in response to the sensation of Colleen's mouth and tongue upon her body, her gaze shifting to watch as the woman's lips moved, sucking upon her as she was tasted. Above her the hideous undead spider moved, its body rocking in a disgusting motion while she felt the continuous sensation of the thing's vile manhood sliding in and out of her body, her hips quivering in pleasure as she let the creature continue to take her, even though she knew it meant those slimy eggs would soon be injected into her lovely body.

Colleen's hand found Shereena's other breast, squeezing the thick mound firmly while she pushed her face down into the other, slurping loudly as he sucked upon her friend's breast. Shereena's body moved gently against her as the spider continued taking her friend, Colleen enjoying the gently rocking sensation, as it was a constant reminder that Shereena was in the process of mating with this foul creature.

"So good isn't it." Colleen cooed as she removed her mouth from Shereena for a moment before running her tongue along the woman's delicious breast. "Just wait until he impregnates you."

"Colleen..." Shereena gasped, her voice breathless as she found the intense pleasure irresistible. "It is incredible."

"Hmm...it is." Colleen chuckled playfully before returning her mouth to Shereena's breast and continuing to suck hungrily.

The trio continued, this spider never ceasing as it casually took Shereena, drawing the act out on purpose, wanting the young woman to get lost in the pleasure as she endured. As the sun began to set for the day, Shereena was still beneath this creature, her exhausted body coated in thin layer of glistening sweat as she gently rocked back and forth, her friend nestled up against her, the woman's mouth pressing against her flesh in various areas as she too enjoyed Shereena.

Finally the creature shifted, Colleen grinning as she rolled over onto her back to allow the creature to do as it pleased with her friend. The thing slowly lowered itself down on the helpless Shereena, the woman moaning softly as she felt its weight atop her, the horrid, slimy creature pressing against her warm flesh with a loud slurping noise. Its weight took her breath away and her small body was pushed down into the mattress. Its legs began to wrap her, arms and all, as it embraced her, pulling her tight against him and squeezing, molding her lovely form against its hideous underside. Her plump breasts molded to the shape of the creature as the young woman felt the spider's vile form moving disgustingly along her pristine flesh.

Its abdomen began to move in a more pronounced manner now, thrusting the skull like phallus deeper into her luscious body, its strokes more energetic than before. Shereena's body quivered within the creature's firm grasp, the new sensations from it plunging eagerly into her causing her to gasp sharply as she felt it thrust and thrust, stimulating her lovely womanly form.

Colleen watched, enjoying what she saw, knowing the creature would soon implant its eggs into her friend, much like she now carried this things spawn within her own body. Colleen's eyes widened and she cooed playfully as she watched the creature move its face towards Shereena's exposed neck, its fang protruding menacingly. She watched as the things pierced the girls flesh, Shereena groaning as they did so.

A soothing warmth began to flow from the thing, Shereena feeling her body relaxing, her muscles growing weak, then relaxing, never having time to fear this act. Soon she found herself unable to move, truly helpless as this vile creature continued taking her, fucking her. Her mouth hung open, breathing softly, the lovely woman unable to do more than that. The sensations she felt seemed to intensify, the pleasure incredible. While Shereena appeared to be laying helplessly beneath the creature, an orgasm rolled through her body, her eyes rolling back as this spider drove her to the heights of carnal delights.

The disgusting gurgling noise came from the creature's body once more, both girls know full well what this meant.

"Hmm Shereena, time to become a mother." Colleen said with a wide grin.

The lovely noblewoman rolled over onto her side, running a hand along her own belly, knowing that she too would birth this creature's offspring. She watched, allowing this to happen to Shereena.

The creature continued pumping away at Shereena, its wide, bulbous abdomen gliding along her inner thighs as it drove its vile organ deep into her again and again. A loud slurp signaled to Colleen that the creature had pushed the first of its spawn into the beautiful Shereena.

"Yes..." Colleen gasped, her smile widening in the knowledge her friend had been impregnated by this undead abomination.

The creature continued for several more minutes as a half dozen or so more eggs were inserted into Shereena, both Colleen and the creature quite satisfied with the vile deed it had done to both women this day. The thing held its organ in her body as it relaxed, Shereena laying still beneath it, conquered completely by the creature.

When it finally did free Shereena from its grasp, Colleen moved in, snuggling up against Shereena's slime coated form and closing her eyes. The girls quickly fell asleep, unaware of where the creature had crept off to, the thing still needing to hide its presence while in The Sanctuary.

By the time Shereena awakened the next day, Colleen had already gotten up and ready for the day, smiling over in Shereena's direction as her eyes opened.

"You seemed to really enjoy yesterday." Colleen said, sauntering on over and planting a quick kiss on her friend's lips. "How do you feel?"

Shereena smiled softly up at her friend, then sighed softly as she felt a gurgling as the spawn within her belly shifted about.

"You were right." Shereena admitted, blushing. "I enjoyed it very much."

"I knew you would." Colleen said with a satisfied smile on her lovely face. "And, we have the honor of birthing his spawn."

Colleen caressed Shereena's belly for a moment before turning to look out the window.

'Don't lay there all day, get freshened up. We can't have everyone wondering what is going on if we never leave your chambers. Gotta keep up appearances you know."

"Hmm...can we do this again?" Shereena asked as she slowly sat her tired body up.

"Oh, that eager are you?" Colleen said with a chuckle and a wide smile. "Well, I suppose we can entice something foul to come to your bedchambers and spend the evening with us."

Shereena smiled softly as she rose from the bed, ready to get on with the day.

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Colleen and Shereena found themselves relaxing in the courtyard, just having enjoyed a tasty lunch. Both girls seemed quite happy and content, relaxing on a bench as they watched the other inhabitants of The Sanctuary move about. Shereena was smitten with the horrid undead spider like thing that took her last night, and she hoped that it would return to her tonight so she could give her body to it once more and enjoy what it would do to her. Colleen was eager to continue to please her undead masters, her soul now theirs and the young woman unable to think about anything else. She hoped that Shereena would soon accept the same fate so that they would never be apart, serving these creatures for eternity.

Colleen looked up for a moment and noticed a tall, statuesque woman looking in their direction and waving. It was Vira! Colleen hadn't seen her in some time, but it did not take long to recognize her. Standing up, Colleen smiled as Vira hurried on over to greet her.

"It is so nice to see you again." Colleen said, hugging the taller, statuesque Vira. "I am so glad you and Shereena both made it here in one piece. It must have been nice for her to have you here with her.

"And I am sure Shereena was happy to have her best friend come visit." Vira replied as they finished hugging.

Vira stood up straight and felt a bit odd. Something was off with Colleen, and even Shereena. She could not place it, but she felt as if something evil had found its way into these two. Vira always had the uncanny knack for sensing evil, it was something that helped her back when she wore armor and fought to slay evil; but she never expected to find it here, and within two of her friends.

"I don't want to get in the way of your little reunion." Vira said as she gazed and Shereena and Colleen. "You two have fun today and I can catch up with you another time."

'Sure." Colleen replied, finding Vira's behavior a bit odd, cocking her head to the side as the now former paladin walked away.

Vira returned to her modest quarters to think. Laying down, she crossed her legs and placed her hand behind her head. Was she just being paranoid? It wasn't possible for something evil to get here of all places, or was it? As she pondered the situation, her mind began to drift.

In her thoughts Vira smiled as she lay back, draping her naked body across a vile altar, slowly parting her thighs for a hideous undead figure, its skull like face grinning down at her. The thing knelt between her open thighs, gripping its thick, maggot coated cock. Smiled, she watched as the creature placed one hand over the swell of her hips and used its other to guide the horrific cock to her eager pussy. A long sigh flowed from her mouth as she felt the rotted cock spread her open and sink into her body, maggots pushed into her while many more were smeared across her soft folds and lower belly. Soon her body rocked back and forth while she let this undead thing fuck her, the creature plunging into her body for hours while she writhed pleasurably, cumming several times for it. Her body pleasured this creature until Vira found herself exhausted and helpless, smiling warmly up at the creature as it reached the culmination of its own pleasure, Vira gasping as she felt a forceful gush of its rancid seed into her.

Vira never had any idea why she was able to sense when evil was near, it was a gift that helped her root it out and never guessed it had a downside. For the reason she had this unique ability was that her mind was quite susceptible to evil magic, and just being in the presence of Shereena and Colleen...and the vile things growing within them...had made the young paladin begin to rather enjoy the idea of surrendering to such vile creatures and allow them to enjoy the spoils of victory.

Could it really be that Shereena and Colleen had experienced this at the hands of some horrendous undead thing? Vira smiled as she envisioned the girls doing such things, especially the very innocent Shereena. Perhaps she should investigate, just to be sure, to see for herself.

Rising from her bed, Vira realized it was already dark out. She must have fallen asleep and taken a little nap. Climbing out of bed, she walked to the window and looked out. The Sanctuary was quiet now, with most of the girls having returned to their quarters for the night. If Shereena and Colleen were truly involved in what Vira suspected they could easily be in the midst of such a thing and no one would be the wiser.

Despite having no weapons or armor, and knowing that if she were right it would most likely involve her joining Shereena and Colleen in giving herself to the creature...or creatures, Vira left her room. She quietly moved through the empty halls, knowing the way to Shereena's quarters, the woman's chambers out of the way at the end of a sparsely used wing. It did not take her long to navigate to Shereena's room, and she found herself staring down the short hall at the door to her room.

Vira stood there for a moment, a little nervous about what she may find. Pursing her lovely lips, the copper haired warrior began to approach. Reaching the door she gently placed an ear against it and listened.

While faint, Vira immediately heard Shereena, the young woman's voice a sensual moan of pleasure. Accompanying it was the steady creaking of her bed along with a pronounced and grotesque slurping noise. After a few seconds she heard Colleen's voice join in. "Hmm Shereena, yes, take it."