Lilith's Fling with Cursed Items Ch. 02

**This story features futanari, magic, transformation, dick growth, blowjobs, orgasm denial, forced orgasms, anal, excessive cum, cumflation, bondage, autofellatio and more! Enjoy!**

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The muffled moans of a mid-session orgy emanated through the walls of the brothel as Lilith tried to keep her focus on the building across the street.

What sounded like two Dwarves and one Orc customer were in the midst of an all-out blowbang as the Elven mistresses moaned in a harmony of high-pitched whines that shook the building and rattled brains.

Across the room, Puck was still going through drawers, searching for anything illicit and profane to wear, eat or taste. The changeling wore their usual face; slightly Elven, androgynous, with dim green eyes, short platinum blonde hair, and very soft features. When they took upon a different form, they would usually prefer being referred to be whatever title was most obvious. But as their usual self, they remained simply as Puck.

Puck, was a very annoying person to go on a stakeout with.

Sadly for Lilith, the rest of the party had been forced on a supply run for the Artifice Guild outside of the city. Leaving her to babysit the most immature member of the group while she tried her best to fulfil another mission the group had agreed to.

Which is why she was trying her best to ignore the increasingly bothersome moans from every surrounding room, waiting for Frederick Weenis to finally come back to his hotel room so they could capture him and bring him to the City Guard for stealing blueprints from the same Guild. It was mind numbing work.

"What about this?" Puck asked, pulling out a black latex bodysuit and holding it in front of them. "Imagine how quickly we would've nabbed Duke Hoggins if I was wearing this at the Sunset Ball."

"When you were disguised as an Orc warlord?" Lilith asked, "Your hips would've never fit in that."

Puck batted their eyelashes, "Ooh, I didn't realise you were looking over my curves that night. She really did something for you, huh?"

The Tiefling waved them off, "You asked me a question, I answered as objectively as I could. Whether I took interest is beyond importance."

The Changeling decided to take the compliment and continue their search for anything eye-catching enough to distract Lilith. She, on the other hand, was busy taking notes on every person that stepped through the front doors of the hotel across the street. None of them matched the description they had been given and after 12 hours of waiting, she was quickly approaching the end of her patience.

"Ooh, someone could get really naughty with this!" Puck yelled, pulling out a shiny red dildo hanging from leather straps. At 6 inches, it wasn't too impressive, but it's flared head did give it an exotic quality, for some.

"Puck, Sweet Hells! I am trying to focus! I have been detailing every person who has walked through that door all morning because you can't be bothered and would rather feign over strap-ons."

The Changeling took a moment to reflect on their behaviour and how it was affecting their teammate. They then filed it away for later use.

"This isn't a strap-on." They said with a giggle.

"What?" Lilith asked, disarmed out of her anger for a moment, "What else would it be?"

"It's a gag, honey." They answered before sliding it into their mouth with ease, pushing it down by the base for the last few inches before taking a hot second to tie the straps behind their head. They let out a very muffled, "See?" Raising their hands as if showing off a new necklace.

The base of the dildo was seemingly not an issue, though Lilith could see it clearly bulging in their neck. She couldn't take her eyes away for a few seconds, waiting for any sign of discomfort, a gag at the very least. Puck met her gaze confidently, an eyebrow raised as they continued to hold their breath.

It set off a slight, warm buzz in Lilith. She turned away, trying to ignore them as they sidled up beside her.

"You liked that, now, didn't you?" They teased.

"How are you-?" Lilith demanded, seeing the answer to her question as a short antennae had grown from Puck's forehead, the telltale feature of a psychic demon Frog species known as Fithrivkar.

Puck let out an impossibly cute, high-pitched giggle, "You're blushing! My, this must be so embarrassing for you."

"I am not blushing!" She denied, pressing her palms to her cheeks to test for warmth.

"You don't have to lie," They pressed, a single eye turning a harsh green-orange colour, matching that of a Xasthomurl, an underground creature with the ability to see through solid walls... and bodies.

"I can see the blood in your cheeks just as easily as your red skin." They said mentally, their disconnected voice gently flowing into Lilith's mind. The gag was still in their smiling mouth, the bulge still in their throat.

They hadn't struggled with it once. Lilith felt a warmth growing in her chest, she had to do something.

"Enough!" She yelled, pushing her way past Puck, "It's your turn to take watch, I will take a break and relax. So... just sit and tell me if you see Weenis!"

She turned away, hoping to avoid more of Puck's flirtations, stepping into the walk-in that they had occupied a moment ago.

"You don't have to tell me twice." They said, taking their post at the window. The quiet that grew between the two was filled by the harsh murmurs from next door, as another bout of passionate sex crashed through the walls like waves upon rocks.

Lilith exhaled in an attempt to calm herself and began perusing the wardrobe of their brothel room. While most of the racks were filled with beautifully snug, revealing pieces, a number of unique outfits similar to the latex suit Puck found also sat on the shelves.

She looked over a bright blue tennis skirt that was paired with a tight white button-up and black choker that made her roll her eyes. She found what looked like an old-style nun's wimple and quickly passed over it.

A sparkling gold bikini caught her attention, the high waist on the bottoms left little to the imagination as she could easily see her cheeks falling right out of it.

"You'd like quite fetching in that." Puck offered from across the room, still gagged.

"Oh, no, I wasn't- I was just looking."

Puck laughed again, "Calm down. I'm only teasing. Man, someone needs to help you loosen up."

Lilith didn't respond and considered the bikini once more. She shook her head and tried to change subjects.

"How can you breathe like that?"

Puck shrugged, "I figured out a while ago how to do it. There's plenty of creatures out there that don't have mouths or gills, so it's not too hard."

"Isn't it... uncomfortable?"

The Changeling looked right at her. "You think someone like me has a gag reflex of any kind?" They asked, bemused and seemingly complimented.

Lilith let only a half-awkward laugh, deciding not to pull that string any further. She opened up one of the smaller drawers and found a number of beaded bracelets, as well as a gold band ring with a purple gem embedded in it.

The gem was almost completely smooth, with a carved indentation that completed a sigil of some kind. Though it was hard to make out. She whispered a spell and immediately caught a whiff of magic on the jewelry, but it remained unfamiliar.

"Anything good?" Puck queried, noticing their stakeout partner's rifling.

"Just this ring. Do you recognise the symbol?" Lilith asked, handing it over.

Puck perused the ring with a curious eye that soon glowed blue as they filtered through the biology of other creatures with ease.

"It's not a language I know. Maybe try putting it on?"

"Absolutely not! Do you know how reckless that could be?" Lilith berated.

"I've heard rumours."

The Tiefling caught their eye the moment they spoke, anger boiling in her chest. "He didn't." It was almost an order.

Puck raised their hands defensively, "Like I said, rumours. You won't find that minotaur opening up about anything that's not anyone else's business, I promise."

Lilith huffed.

"That better be true." She said, taking the ring back from Puck.

"Why not give it a spin?" They suggested, "It's a brothel, not an ancient sex dungeon. If anything, it'll probably be a cheap thrill."

She looked it over again, it certainly didn't appear dangerous. It didn't give off a plume of dark energy nor did it bear imagery of skulls and bones. "Fine. But if anything goes wrong, you're to blame."

Puck chuckled, "I'll take any fault you lay at my feet." They answered reassuringly as Lilith slipped the ring onto her dainty red finger.

The pair waited.

"Anything?"

Lilith looked to her arms, her chest, looked herself over in the mirror. "Nothing yet." A small fizzing sensation was building inside her. It grew for a moment, causing concern, before plateauing and remaining a consistent buzzing. Present, but manageable.

"I feel... a warmth?" She offered.

Puck slumped in his chair, defeated. "Shame, we really could've had some fun with that."

Lilith rolled her eyes. "Admit you were hoping for the worst, why don't you?"

"I didn't think I was keeping it a secret." They teased.

The next few hours passed by without alarm as they waited impatiently for their mark to finally arrive home. The two adventurers switched positions multiple times over, with Puck taking the queen sized bed more often than not.

They had taken the gag out from their throat soon after realising that Lilith wouldn't get further embarrassed about it, but it sat on the window desk still. On the other hand, the mage had tried her best not to think about it as she multi-tasked between keeping an eye on the street and taking notes on fleeting theories regarding the arcane.

This calm came to a shuddering halt as a heavy SLAM was heard on the western wall followed by loud, primal moans as another neighbouring room received customers. The moans were followed by what could only be described as desperate, low panting from two other figures.

These noises continued as a frenzied threesome developed, uncaring of the ears of those nearby as Lilith felt a stir and a swell in her loins. She wanted to shut out the feeling, but her imagination had always been overactive.

Soon enough, images of lovers trapped in each other's embrace crashed into her mind, they felt as real as if she was in the room.

She heard a squeak and her eyes darted to the bed, where Puck lay on their front, hands tucked innocently under their chin, looking up at her with colourful eyes.

"Watcha thinking about?" They asked, holding back an evil smile.

The Tiefling held a heavy breath and gave a glare, "Nothing worth sharing with you."

"Aw, don't be like that, Lil." They continued as Lilith stood up, intent on marching off, "Just because you- whoa."

Lilith stopped as Puck's eyes did. She felt a sense of familiar dread and tried to tear her eyes away as she followed theirs.

But she couldn't stop, and within a moment she found herself face to face with a startling sight.

A large bulge at her crotch. Large enough that it stretched against her robes, begging to be let free. The very thing begged for investigation as the realisation allowed her to feel it's pulsing goodness spread across her body. She pulled back to reality.

"What the fuck?!"

Lilith fell back against the desk, grappling with her shock and fear. Her heart was beating hard. In a panic, she pressed down against the shaft, willing it away, not thinking about the feeling that would create as a moan crept from her mouth.

"Lilith, calm down, it's okay!" Puck urged, trying their best to soothe the wizard.

"Okay?! I have a dick, somehow!" She yelled, hands still between her legs as if she were about to wet herself, trying as best as possible to ignore the sensation.

"Hey, maybe it's something else! Ever think of that?" They offered.

"Don't be stupid! This is obviously something to do with your ring!" She was getting frantic, grasping the jewelry on her finger and attempting to pry it off to no avail. It was well and truly stuck.

"My ring?" They asked, offended.

"Your ring, your... weird sex stuff you wouldn't stop showing off!" Lilith threw her hands around the room. "If you weren't here, this wouldn't have happened to me!"

Puck sighed and took on a different form. Their skin swirled and darkened, their legs extended and a pair of spectacles appeared out of nowhere as they became the spitting image of Ralif, the de-factor leader of the party. Her smooth green skin, tusked lips and jet black hair demanded respect.

"Focus up, horns. Let's go through this one problem at a time." She instructed, her voice as calming as usual. "Panic isn't gonna help anyone, now is it?"

Lilith slackened for a moment, given the good performance, before blushing deeply and trying to collect herself. She took a deep breath and steadied her mind. "What do you suggest I do then?" She asked.

Puck transformed back into their regular form, now content with her composure. "Wow, that worked better than I thought. First thing's first, why don't we have a look and see exactly what we're messing with?"

Lilith gave them a suspicious look, "Messing with?"

"Dealing with!" They corrected, giving an embarrassed chuckle.

She considered it for a moment. "You promise that you won't use this for some sort of sexual deviancy?"

Puck cocked their head in annoyance. "I can literally grow one of these, along with a fat ass and massive tits any time I'd like. This is fun, sure, but I think I can control myself."

Lilith relented, turning her head away to avoid Puck's face, and raised her robes above her waist. Feeling the cool air settle upon her skin and crotch, she could feel her new member begging for attention even as she couldn't see it.

"Wowza." They whispered, bending down to get closer.

A hard cock was trapped beneath the Tiefling's bright pink panties. Between her supple stomach and plump thighs, the masculine feature lost in a sea of femininity was a sight that Puck had only seen a few times before. Not counting the countless times they'd done it to themselves.

"It's gorgeous." They said.

"Hey! Don't do that!" She warned, Puck noticed her cock jumped slightly.

"Do what?" They teased, "I'm just being honest."

Lilith huffed, "So, what's going on down there?" She asked, scared of the truth.

A naughty - but reasonable - idea popped into Puck's head as they looked over her restrained member. "I have a clue, but might need to take these off if you want the full picture." They suggested, pointing to her frilly lace underwear.

"Really?" She bemoaned. Puck's demure expression gave her all the answer she needed. "Fine. But, be gentle."

Puck chuckled, "I'm taking off your knickers, not putting anything in you." They teased, reaching forward and gently pulling down the gorgeous panties that grasped Lilith's treasure.

The shaft sprang out slightly once freed, dropping down slightly alongside two hairless balls as Puck took in the 5-inch, throbbing member. It's bright red head was beginning to show to the world as her foreskin rolled back, her arousal obviously building through her embarrassment and excitement.

"Well, I think I know what's going on." They spoke up.

"W-what is it?" Lilith asked, still looking away.

"This enchantment, by my brilliant calculations, has replaced your beautiful devil pussy with a handsome devil cock." They explained.

"Don't say it like that!" She yelled, now looking down for the first time and failing to hold in a gasp as she saw the uninvited cock between her legs. It didn't look like any other she had seen. It was completely hairless, smooth and silky, like her.

"Wow." She let out.

"What I would give to have a play with that." Puck said, letting their voice grow just a little bit deeper, almost to a purr.

"Not. Helpful." The Tiefling said, giving her party member a death stare.

Puck licked their lips playfully, "Really? Because they say otherwise."

She couldn't lie, her body was speaking the truth. Lilith's cock was growing slightly harder from Puck's teasing, it's head almost fully exposed as it started curving upwards. She began to sweat.

"That must be from the curse!" She lied, "I would never... I- You are making this so much worse! There must be a way to fix this." She said, with her robes still hiked up high around her waist as if she were a flasher.

"Now that you mention it." Puck stood up, removing themselves from the vicinity of Lilith's privates and searching through the drawers of the brothel suite. Items of clothing, jewelry, sex toys and all manner of deviant playthings went flying as they searched. Until, brightly, they pulled out a pamphlet. "Ta-da!"

"What's that?"

"This is exactly what you would hope for in this circumstance. Pervy Pete's Guide to Sex Magic." They said, reading the title, before flipping through, "Hmm, let's see, cock-rings is probably a bit too obvious, jewelry, cock magic, pussy magic, tit magic, a-ha! Transformative items."

Lilith rushed over and read over Puck's shoulder as they fingered over the description, the illustration matching the ring exactly. "The Ring of Boldness transforms the wearer's genitals into the opposite set, replacing a penis with a vagina and vice-versa. This new set will have full sensations and functions of a regular set, but with heightened pleasure. Once this transformation takes place, the ring cannot be removed by any means other than removing ones finger for a total of 24 hours. Shapeshifters unaffected, see appendage for changeling-inclusive items." Their voice had grown quieter as they continued, as the reality of Lilith's predicament set upon the both of them.

"You're telling me," Lilith began, pulling Puck around so they could see the fury in her eyes, "That I'm stuck with this massive thing between my legs for the next day?!"

Puck laughed uncomfortably, "Hey now, it could be worse."

"How could this be worse?!"

"You could be stuck here with someone who can't do this." As they spoke, their tongue slipped out of their mouth as it became 5, 7, 9 inches long. A dripping, soft, muscle that slowly gained strength and reached the tip out towards Lilith's cheek.

"Stop that!" She yelled, slapping it away. "I'm trying to think of a solution to this, and you're trying to seduce me."

She marched off in a huff, sitting down on the bed like she was slamming a door. Her bulge still poking up from underneath her clothes, her ignored panties lying on the floor of their room.

Puck crept over carefully, worried they would get another earful and gave the mage a pat on the shoulder as they joined her. "It'll be okay. You just have to suffer a few hours with this... unfortunate business and then you'll be right as rain."

Lilith sighed, "I guess you're right. It's not like we have to be anywhere. I can just stay holed up in here until it's over and then we never have to speak about it again."

"That's the spirit." They added cheerfully. "I mean... while we're here... you could always try and enjoy it."

She looked them right in the eye. "You just want to get into my pants."

They smirked, "I wasn't hiding that. But it's like you said, we've got nowhere to go, we can stay right here, and weren't you ever curious how it would feel to have one of these anyway? I know I did, and believe me, it's out of this world." Puck was playing a dangerous game, but they were a risk taker nonetheless, placing a gentle hand upon Lilith's bulge, waiting for a rebuttal.

She gave none, only a heavy breath, "Sweet Hells, maybe."

"You deserve to feel good, don't you think?" They began to caress it, slowly. "If you just lie back, let me service you however you need. I can make this an unforgettable experience that stays between you and me, Lil."