Lilith's Fling with Cursed Items Ch. 02

Lilith moaned, her composure was wavering. "If you promise that it stays between us." She whispered.

"I promise."

She gave it a single moment's thought. "Okay."

"Fantastic."

At that moment, Puck's long tongue returned and dove underneath her robes, finding her hardening member quickly as their tense, wet appendage delicately wrapped around it. Lilith's breath caught in her throat, she had never felt pleasure like this before. Not that it was overly powerful, which it was, but it was unlike anything she'd enjoyed. Her dick was like a lightning rod of pleasure, a duller sensation than her clit but so much bigger. She could feel every ministration.

Puck slowly got to the ground, kneeling in front of their Tiefling friend before hiking up her robes. They began to pump their tongue harder, putting the newborn cock in a squelching vice grip.

"Shit... shit... oh, gods, Puck...." Lilith whimpered, saliva dripped down her member, pooling across her thighs and across Puck's face.

"Feelth good, huh?" They asked, speaking independently as they continued to pleasure her, just before retracting their tongue and slamming the entirety of their wet, deep mouth onto Lilith's dick.

"Fuck!" She exclaimed, taken by surprise, "Hells, yes! It feels so good." Puck's head bobbed up and down relentlessly, not caring about Lilith's hums and murmurs as she warned of a strange feeling taking her over, Puck had a job to do.

They pulled their mouth off and finally grabbed it at the shaft, trying to mimic the pace kept by their mouth as their tongue extended, tightening around the head of Lilith's red rocket and lapping at its bottom where her foreskin met the bell-end.

"Puck, please- Ungh, fuck, fuck, fuck. If you- if you keep-"

"Do ith. Cum on my facthe." They ordered.

"I-... can't, that's grosssssss." She whined, her pitch rising.

"I wanth ith. I'll wear a nithe facthe for you."

"A what?" Lilith asked, opening her eyes to see Puck's hand continue its work, their tongue still tickling her cock, but their face changed to that of a plump, elven woman with glittering orange eyes. "Oh wow, that's..."

"Hmmm, noth good enoufff." Puck said and swapped again. Their face became that of a foul, beastly demon, then the Queen, then an orc warlord, then Miletus, then an old dwarven woman, before settling on Alvoss, their dashing elven party member. Lilith was driven over the edge.

The idea of Alvoss using his tongue to pleasure Lilith in such a way that rocketed her to climax, a feeling that shook her whole body as she arched up, pressing her gripping hands into the bedsheets. Her cock surged and a spray of white seed splashed across her friend's face with a joyful, lusting expression on his face.

It surged again, she wasn't sure how many times the orgasm would roll across her body, but it pounded at her core. After a minute, she finally fell back onto the bed, her loins spent. She took a breath again, not realising she had stopped.

Puck-as-Alvoss hopped up beside her, his face still splattered with cum, one eye trapped shut and a huge smear across his cheek. He smiled at her cutely before running his tongue across himself to gather it up before slurping it greedily into his mouth. "That was hot." Puck said.

"That... was not okay. What would Alvoss think if he knew you were using his face like that?" Lilith accused.

He smirked, "I've done exactly this with him before, he likes it." Puck teased, running a smooth hand under Lilith's robes, unbuttoning them in the process as he freed and squeezed her breasts.

"Hey," She said, slapping his hand away, "You've had your fun, you can go now. I'll wait here for our charge for the next... 23 hours and 45 minutes, okay?"

Puck giggled, "We could still have more fun." Their tongue retreating and face returning to their original visage.

Lilith sighed, "I'm definitely done for the day down there, and I don't plan on doing that again with you."

"But what if," Puck began, pulling out a small metal device, "We could go again?"

"What's that?" Lilith asked, frowning as she sat up.

"I found it in a chest below the guidebook. It's a remote that can... alter your affliction."

Her eyes narrowed, "Alter how?"

Before she could stop them, Puck pointed it forward and clicked a button, "Like this."

Pleasure returned in full force, undoing the quiet in Lilith's cock as it surged in ability and in size. Her balls swelled, full yet again, and the length was now emboldened, what was a 5-inch cock now sat at 8-inches hard. Lilith felt her sanity unravel just a touch.

"What did you do?!" She screamed, shoving Puck against the headboard in a furious rage, the remote in their hand fell to the floor.

The changeling chuckled awkwardly, "Hey, you've got a whole day left whether you like it or not, why not enjoy it?"

"I thought that's what your mouth was for!" She exclaimed, pressing her body into Puck's.

"Oh, it is." They teased, that same tongue snaking out of their mouth and into hers. She could only stand the feeling for a moment before she closed her eyes and leaned in, returning the slithering passion with her own. Puck pushed back, placing their hands on her face as they straddled the horny (again) wizard.

The two moaned into each other, Lilith could feel her larger dick pressing up against Puck's thigh and ass. Their tongue broke past Lilith's defences as it danced down her throat, making her gag. As she felt the intruder, Puck worked her body stealthily as their fists became those of a goliath chieftain before tearing her clothes from her body. Her robes, torn and ruined, scattered across the room as they made quick work of her undergarments. Normally, Lilith would scream and curse anyone who defiled her, but she was a little distracted.

It pulled out as Puck began to shuffle down her body, "Why don't I help you out, as your humble servant?" They teased, their face and voice shifting as they took on the features of a curvy, big-breasted elven woman in a silky lavender dress. Her tongue, however, remained just as long as she took Lilith's enlarged balls into her mouth and began to suck, hard.

"Oh fuck, Puck, that's-... shiiiiiiit." Lilith tried, finding her words lost in her mouth as her body was sent into overdrive, she cupped her tits and pulled harshly on her nipples, riding the electric pulse.

She heard Puck chuckle before another alien feeling as her tongue pressed up against her red, puckered asshole as the onslaught of slurping around her testicles continued. Her eyes shot open and she sat up, "Whoa, no! Wait wai-"

The tip of her tongue slipped into her well-lubricated hole. "Fu-" She murmured, a loose and harsh word that put her entire body on pause as she took in the slimy, squirming muscle that invaded her anus. It felt... intense, but hell if it didn't feel nice.

It slowly but surely continued on its path, extending up her virgin hole. Her dick was untouched still, but rock hard as Puck serviced her sensitive testicles and more. "Puck... please."

Her elven tongue continued to delve deeper ever so slightly before retracting. Unfortunately for Lilith, this was all part of the plan as it surged deeper again, and back, building a rhythm as Puck's turgid tongue fucked her ass, it's wet assault leading only to pleasure as a slow, droning moan began to force its way out of the red-skinned futanari.

Puck released her balls from her mouth, but the tongue remained. She climbed up and looked over the beautiful, soft ocean of Lilith's body as her dark red tits bounced slightly with every thrust, her beautiful eyes glazed over in joy.

Her soft, elven touch clutched Lilith's shaking cock, forcing another moan, as she began to stroke it with the delicacy of a butterfly on the wind.

"Do you like ith?" She demanded.

"Yes.... yes.... fuck, I love it." Lilith whispered, the wet tongue still fucking deep into her ass.

"Then cum." The elven maiden ordered.

"I.... I...." Lilith tried before her cock erupted again in even greater force. The pleasure that thrust through her body dwarfed the orgasm she'd enjoyed just minutes ago with every spurt of her now-larger cock that painted her body. She felt it hit her chest, her face, her stomach, neck, even getting into her mouth. All while Puck's delicate, powerful tongue continued to ram her.

The last spray came, hitting Lilith in the cheek as she slowly opened her eyes, wiping the seed away as she looked up at Puck, again, returned to original form. "How was that?"

Lilith couldn't speak, she didn't bother. Instead, she gave an exhausted thumbs up before her arm dropped to her side.

She felt a weight around her as Puck straddled her hips, their own crotch pressing up against her softening prick. They had stripped, revealing their lithe form and flat chest, remaining only in their soft black panties as they lay across Lilith, her cum squelching between their nude bodies as they gave her coated face a cheeky lick. Lilith looked up at them, at their joyful, teasing expression, and pulled them in for a kiss.

The two lay there for a few minutes, just exploring one another's mouths as their ordinary tongues danced a wet waltz as the cum dried between their perverse, hot bodies.

"I've wanted to do that for a while." Puck admitted, finally pulling their soft tongue from Lilith's mouth.

"What, fuck my ass with your tongue while you make my magic cock cum?" She asked, laughing at the idea herself.

"No," They said, "Just lay with you, kiss you. You're a demanding bitch, but I'd be lying if you weren't the second-hottest member of our party."

Lilith laughed, "And first would be?"

"Me, of course. And that's not ego, that's mathematical. Considering I can look like anyone or anything." They teased, their eyes turning a violent yellow. "Any further requests?"

Lilith thought for a moment, considering how exhausted she felt but knowing the magic button they had that could undo such a problem. She blushed, "Um... perhaps you could show me how Alvoss might look again?"

Puck giggled an evil, taunting laugh, "Maybe." And clicked the remote again.

A perverse battering ram of emotion slammed into Lilith as a surge of energy sprang from her arcane dick. A wordless shriek ripped out of her while her hips bucked and a pressure became known to her.

That pressure, she would soon find out, was due to her 13-inch, flared horse cock pressing into Puck's pert backside. The Changeling raised an eyebrow to the intrusion as Lilith's transformation continued.

Her smooth red testicles ballooned again, now filled yet again as her massive, newly grown, feral member BEGGED for release.

"What did you do?!" Lilith gawked, half filled with lust and half with horror.

Puck, still astride her, simply rolled their eyes. "Let's skip this part and get to you splitting me in half with that, please?" They asked, ever the bastard, knowing exactly how Lilith would be feeling in this moment

To make matters worse, they began to slowly grind their panty-clad ass into the bulging head of Lilith's desperation.

She grabbed Puck's wrists with both hands and flipped them onto their back. She got onto her knees above them and laid out her rocket of an appendage across their torso, nearly reaching her sternum.

"This is all a big joke to you, isn't it?" She asked.

Puck giggled, "You're finally getting it."

Lilith took in the sight of the cock. It's sheath ended at about 5 inches at which the veiny, sensitive shaft began. It continued as most horse dicks did, with a sudden thick flare that surrounded a wide urethra just waiting to shoot out a heavy load at high speeds. It was animalistic. It was barbaric. It was crude and demented. It was hers, and by all the power in the heavens and hells she was going to use it.

"So, Alvoss?" Asked the Changeling before distorting their appearance into that of a supple, long-haired rogue with pointed ears and deep green eyes. His light brown hair sat wildly across the bedding and his smooth body waited patiently under the Tiefling, a small but hard dick was barely hidden beneath his black panties. Her heavy breaths betrayed her usual composure, her monstrous cock was hardening even further.

"Oh, Lilith. You've no idea how long I've wanted you to take me like this. Please, be gentle." He begged.

The energetic wizard took another route, and - perhaps with the additional testosterone in her body - decided to wrap her red hands around the throat of her darling crush.

His breath caught quickly as her grip strengthened, realising that Lilith meant business. "Oka- you- hurk."

"Change back, slut." She ordered.

An eyebrow was barely raised as Puck accepted the new hierarchy and shifted back into their usual self. Thankfully, Lilith's grasp relaxed. Sadly, she let go of their throat completely. They looked up expectantly.

"I want to look into the eyes of the hottest member of our party while I fuck them completely senseless with this huge monstrosity that they've gifted me." She whispered with a snarl.

Puck's smile didn't stay long.

"So, be a doll and show me myself, why don't you?"

They almost guffawed. "You want to fuck me while I look like... you?"

Lilith nodded, "Exactly like me. Meaning I want you to keep the dick, but maybe a bit shorter."

"So... you're gonna take my backdoor then?" Puck inquired, their smile returning and hands lowering to caress the thick member that awaited them.

"You're not scared, are you?"

The Changeling chuckled at the wizard's first attempt at teasing, "I think I can manage... You know what I love most about these cocks?"

"I'm hearing words but not seeing any changes." Lilith interrupted.

Puck gave an offended glare before looking her up and down before transforming. Their skin grew more vibrant, their hair grew longer, their body filled out and curves became more apparently. Their breasts filled out quite nicely, and the same dick that Lilith began their encounter with was now sitting in between their legs.

"Better?" She asked herself.

Lilith reached forward and grabbed the flaccid member, giving it a stern squeeze. It was an alien sensation, looking back at a mirror copy of herself that moved independently. Puck had copied all the members of the party before as a joke, but to see herself in such a sultry, submissive position was... maddeningly hot.

She pressed her cock into Puck's backdoor, feeling it resist against her wide member. She looked to her own face to see any sliver of hesitancy, there was none. So she pushed onward.

Lilith felt the flared head of her horsecock slide forcefully through Puck's lubricated hole. They let out a shuddering whine as it popped in, betraying the air of confidence that had held them together for so long.

Lilith had never had a penis before, so of course she had never fucked someone with one before, never mind anal. This feeling was totally new, completely alien, and overwhelming.

The sheer tightness of Puck's backdoor alongside its slickness and warmth made it an addictive environment. Her oversized appendage was as lost as her mind as she began to push it in further, slowly drawing it out before pushing it deeper as she felt the shaft rub against rim and tunnel. She grabbed Puck's legs and forced them upward, pressing her legs to either side of her body as she bent her backward, spreading her legs wide.

"Fuck," She muttered, "This feels incredible."

Puck smiled, "You're telling me. I'm getting a red-hot horsecock in my ass and still get to take your virginity. Now turn me inside out, please?" They beckoned, grabbing Lilith's arms and pulling her closer.

The Tiefling let out a squeak, taking a moment to adjust. She found herself face to face with herself, her own eyes staring back at her in supreme lust in a glazed-over condition, her plump lips begged for attention. She buried her throbbing cock deeper into herself.

"You slut, you stupid vapid whore. I'm going to wreck you." Puck was surprised to hear the insults fly from her partner's mouth, but she found her eyes locked onto Lilith's as a fury came. "You just love being fucked, don't you? You'd sell yourself if you could. But this is all you're worth, a toy for the end of my cock."

"Holy shit, Lil."

Saliva dripped from the corner of Lilith's mouth and onto the face of her doppelganger as she clenched her teeth, fully enraptured in wrecking the hole of the identical woman beneath her.

"Beg for it, bitch." She ordered.

"Please..."

"Please what?"

"Please daddy." Puck found herself saying.

Within moments, her eyes were a blur as Lilith began thrusting harder than ever before. The telltale PLAP PLAP PLAP echoed through the room as Puck felt her hole forcefully loosened. She couldn't help but let out a low groan with every movement, pleasure overtook her body.

"Your useless little cock looks so cute, bouncing around down there." Lilith mocked, "Does it feel good?"

"It feels so good, daddy."

Lilith slapped her hard across the cheek, she wasn't expecting it. But gods if she didn't love it. She wanted her to be rougher.

Puck was able to refocus her eyes on her dom for just a few moments, "Would you like a drink?"

"What?" Lilith asked, not slowing down.

"I was thinking... I could make some milk, if you wanted." She offered, batting her innocent eyelids while squeezing her plump tits together with her forearms.

Lilith stopped, "He told you."

Puck tried her best to put her most smarmy expression back on her face, "No, but he does talk in his sleep."

The Tiefling took a moment to think this over, her expression still twisted in anger. "No, I think you look a little parched though, Lilith. But tit milk isn't good enough for you. You're gonna drink from a different source."

Puck raised an eyebrow, "Oh yeah?"

"Yeah. Your cock, make it bigger."

The changeling licked her lips, sending a pulse of energy towards her member. Her shapeshifting powers took control, extending her cute red dick as she felt it harden, growing more as it stretched up her stomach.

"How's that?" She asked.

"More." Lilith ordered, not taking her eyes of Puck's inferior member.

Puck's heart continued to race as she pushed herself further, her hard cock slipped between her soft red breasts before eventually reaching her lips. She could see it shake slightly with every beat of her heart.

"Good girl. Now, you're going to take that deep into your mouth and suck it while I fuck you. You will tell me when you're about to cum so I can watch and you will not swallow a drop. Got it?"

Puck couldn't get her excited "Yes, daddy." out fast enough.

Lilith got her hips back in motion, pushing her engorged cock further into Puck's bowels while she got to work slobbering and sucking on the head of her own dick. The feeling was out of this world, she kept her movements as soft as possible, contrasting against the rough way in which Lilith was taking her. The wet, velvet touch of her own tongue lapped gently but feverishly upon her, sending her mind into a further erotic spiral.

"Hmmm, you can do better." Lilith said, grunting as she grabbed Puck by the neck and forced her down. The head of her cock quickly shoved past her tongue, breaking past her throat barrier and slamming deep. "You keep it there." Was all she said before going to town once more, keeping Puck's ankles pinned on either side of her head.

She had been turned into a pretzel of pleasure. Her asshole was being destroyed beyond comprehension, her twitching dick was battering her own throat and she couldn't help but let her eyes water as it did so, staining her face with messy mascara as she choked. It was lovely.

Her eyes were glazed over, she could feel Lilith's dick trying to reach her heart as it slammed into her body, it was beginning to twitch. So was hers.