Panic at Succubus High Pt. 01

"Hey! What the hell are you doing?" Mark yelled to Cain. The latter, a young male with no defining characteristics besides his spiky hair, was situated on their school roof, muttering to himself. His short, brunet friend scratched his head in annoyance before joining him.

"Listen, Mark! Today, I woke up with a dream," Cain began, not bothering to look up from his work. "A harem of demon babes!"

Up close, Mark could see what exactly Cain was sketching: various intricate little circles dotted with weird-looking runes. It looked like a pagan ritual site. "So, do you want me to reserve a room in the psych ward?"

"Just wait, Mark! Once I finish this ritual, this whole school will be filled with demon babes for all of us!" Cain announced before cackling wildly to himself. Mark could only cringe at his friend before he squatted down next to him.

Mark couldn't even remember the first time he had met Cain. The two had known each other since they were both toddlers. When Mark's mother had run off on both him and his father, Cain was the one to support him. Since then, you'd have called them inseparable.

Despite that, he still understood many of his friend's flaws. He was undoubtedly a bit weird, but more importantly, he was viewed upon by everyone as a notorious skirt chaser. He had the unfortunate habit of hitting on any girl he met. His parent's decision to send him to an All-boys high school was perhaps just the result of not wanting their son to get into any trouble with women.

Instead, Cain was now resorting to demonic rituals, so perhaps that wasn't the best idea either.

"Where did you even learn to draw these weird letters?" Mark asked, tracing some of the letters. Cain took a quick glance at the book in his lap before handing it over. The greyish tome had a wrinkled, almost ghoulish cover. "'The Grand Guide to Demonic Things'... Where'd you find this?"

"Library," Cain answered bluntly.

"Ms. Brown should really check what's coming in more carefully."

Mark flipped to one of the pages Cain had bookmarked - the one on Succubi - and began to read it. It was filled with what one would expect: a diet of sexual fluids, diagrams of women with bat-like features, and various warnings and other random info. The page also seemed to contain a strange sentence written in a different language. As he flipped the page, he found another incomprehensible line. He continued, getting nearly halfway through before reaching a page filled with nothing but the mysterious script.

"Hey, what's this?" Mark asked as Cain finished his final circle. As his friend leaned over, he pointed to the foreign words scrawled along the bottom of the page.

"I don't know. I tried to cross reference it with other languages, but I couldn't get anything. It's completely unreadable."

"Hmm? But it's written in the alphabet."

"What? No it isn't."

"Yeah, it is. Here." Mark began to slowly read out the sentence. "Sa redliew fo eth mot fo snomed..."

As Mark slowly recited the page word by word, unbeknownst to him, the sky began to blacken as dark clouds formed from nothing to blot out the sky. Winds blew harshly as a sudden downpour drenched the two boys. Cain quickly turned to his chalk circles, fearing they'd been washed away, only to see them glowing a vibrant pink. They suddenly started to move, dancing across the rooftop without reason or rhyme. No, that wasn't entirely accurate. There was a particular tune to them. Although erratic, Cain could see that they were slowly converging on one point.

"...ibereh stac yawa im idob odna snounma..."

Right under Mark.

"Mark! Stop reading! I think you're doing something!" Cain tried to warn his friend, but it was futile. If the rain or the sudden lightning bolts striking the school roof weren't enough to stop him, then nothing was. He was under some kind of trance.

"...im ueruto mer-mrof sa fiuw fo eth nniki fo laah!" Mark finished his chant with a grandiose cry, only to wake up from the spell cast on him. "What...what was I...?"

"Mark! Look out!" Cain cried as a lightning bolt scorched the ground right by his foot, but it was too late. Before he could react, a pink bolt struck Mark dead centre. The boy let out a cry of anguish before falling to the ground, dropping the now burning book to his side.

Without even thinking, Cain hoisted Mark over his shoulder and darted for the stairwell. He managed to dodge a stray bolt before finally opening the door to the stairs and hunkering down inside.

As the storm continued outside, he laid his friend down, checking his body. He felt relieved as Mark roused from his concussion with a groan.

"Thank God you're okay!" Cain said, helping Mark reorient himself. The lightning struck boy was dazed but was otherwise fine. The same couldn't be said for his charred clothes, however.

"C-Cain... I..." Suddenly, Mark hunched over, seemingly in pain. Cain tried to lend him a hand, only to pause as he realized his friend was glowing. A vibrant pink, forming around Mark's crotch, soon began to spread across his entire body.

Although his eyes were closed, Mark could feel something strange happening to him. It was like his insides were churning, as though they were reshaping themselves. His outside wasn't any better; he felt incredibly sensitive, a burning-like sensation on contact with the air. He could feel every drop of sweat trail down his strangely supple, hairless skin.

In an attempt to soothe his friend, Cain grabbed his hand, only to feel strange bumps. Looking down, he saw not Mark's large, rugged digits but soft, delicate fingers, what one would expect on a girl.

Even odder, Cain traced up hand-length, then arm-length, up to Mark's elbow, where he could see a bubbling split between a woman's dainty, supple arm and Mark's own. As the skin continued to bubble, the woman's arm seemed to encroach further up.

Mark pulled away as his body twisted and turned before laying down and wriggling around on the ground. He could hear the snaps of his spine as it contorted and the grinding of his bones as they resized and reshaped. He held his gut as it began to squeeze on him, giving him a smaller waist.

The changes were beginning to go faster as the bubbling reached his torso. While it shrank his neck, making his groans pitch higher, it pooled around his chest. With every breath, it puffed out a little more. First, his nipples stood up, then small nubs formed underneath. Those tiny nubs grew into small bubbles and then medium lumps. Cain could only watch, entranced, as his friend seemingly began to grow breasts!

Mark's face twisted in anguish as the bubbling began to encroach on it. His square jaw softened as his features began to grow, becoming pretty in a way. His masculine visage started to look androgynous and then girly in a way. His short hair was growing out, longer and longer until it could tickle his back. Small, keratin nubs poked out of his head, twisting slightly as they grew into two demonic horns.

Mark's hips bucked as he could feel them changing. No, growing. He let out a moan in his new voice as his hips and thighs filled out until they were plump, straining against his burnt pants. Two black wings burst from his upper back, giving a quick flap before flopping to his side.

Cain, awoken by the sound of lewd-sounding noises, snapped out of his trance of staring at his friend's now incredible bust. His eyes darted across his friend's body. His face was completely different and definitely cuter, his legs were more shapely and thick, and his breasts... they were massive now!

Mark let out a groan as his legs rubbed against each other. Cain, guessing the problem, quickly undid his belt and pulled down his pants, relieving Mark of the pressure on his legs. It also gave Cain a clear view of his friend's rear suddenly ballooned in size, slightly raising him off the ground. A small tipped growth poked out. It flicked itself around, growing in length each time until it became a pointed tail.

Mark let out another moan as his girlish hands reached down to his underwear. Only then did Cain notice the bulge poking through. Well, it was, but now it was shrinking, straining less and less against his boxers until he was unsure of whether it was there or not. A small wet blotch formed against the fabric.

The pink glow that surrounded Mark suddenly pulsed, searing away all his old clothes and lifting him into the air. Cain stepped back in shock, watching as cloth began to form from nothing and wrap around his friend in the barest minimum way possible. Thigh-high stockings that squeezed his legs, sleeves that accentuated his dainty arms, shoddy cloth tassels to hide his erect nipples, and an open corset-leotard that hugged his hips and almost proudly displayed his new femininity.

As the glow dissipated, Mark gently landed on the ground. She took a wobbly step before falling right into Cain's arms. Although Cain knew it was his friend, the fact that a girl, one as sexy as Mark had become, was right next to him was driving him wild.

"C-Cain? I-" Mark faintly whispered before pausing as she felt something squishy against her. She looked down, only to be greeted by the sight of her own cleavage.

There was a brief moment of silence as Mark was processing what had happened. She even lifted her own boobs and dropped them, feeling then jiggle in excitement. Cain, sensing her confusion, pulled out his phone, opened the camera, and held it in front of her before turning away in an attempt to clear his head.

"W-w-what?! I'm a girl?!" Mark screamed in confusion after studying his own image for a minute.

"A succubus...to be exact," Cain added, turning to face her, only for his eyes to be drawn to her breasts. Mark paused before reaching up to touch her horns and then down to touch her new wings and tail.

"Did your stupid book do this? Focus, Cain!" Mark exclaimed, shaking Cain awake when she noticed where he was staring. "What... What are we supposed to do now? How do I turn back to normal?"

"Well, I don't know exactly what you casted...but demonic rituals involve contracts, right?"

"Go on..."

"And... you're a demon now, so maybe you have to uphold your part of the contract."

"I'm listening..."

"So, what I'm saying is... That you have to fuck me. Then, the succubus contract that transformed you will be completed, and you'll return to normal!"

"Uhuh, yeah, that makes sense." Mark then reached up to flick his horny friend's forehead. "Not! Keep it in your pants for once. This is serious!"

"I am being one hundred percent serious," Cain said, struggling to keep a straight face. "This happened because you did...something...to my succubus summoning circles. So, now you have to take their place."

"That's not... You just want to fuck me!"

"That's how I designed the original spell. Yep, totally."

"I... Ugh! Will this turn me back to normal?" Mark asked. She crossed her arms, weighing both her options and her big breasts. Cain, despite not actually knowing, gave her a hearty thumbs up. "...Fine. But we do this quickly. I don't want this anymore than you do."

"Well, I want this a lot, though." Cain grinned before leaning in and planting his lips against hers. Mark, surprised by his sudden move, tried to push him away but instead felt her strength draining out.

While the two's lips were locked together, Cain began to grow bolder. His hands seemed to wander, tracing around Mark's body until it grabbed a handful of breast meat. Mark let out a muffled moan before finally pushing Cain away.

"What the hell! I said quickly! Why are you- ah~" Mark moaned as Cain squeezed her breasts again. Her head was filling with strange, foreign thoughts.

"Where's the fun in that?" As Cain continued to knead her breasts, his other hand drifted downwards, unbuckling his belt and pulling his pants down to reveal his erect cock. "Hey, kneel down for a bit, will you?"

"W-why?" Mark questioned, yet falling to her knees regardless. Her answer came suddenly as Cain thrust his cock right into her bounteous cleavage. She could see the head poking out from between her breasts and smell the intoxicating odour wafting from it. Mark should have pushed back, but for some reason, she couldn't take her eyes off it. Her hands slowly lifted up to her breasts as she pressed them together, pumping the cock with her pillowy tits.

"Holy...shit- That feels amazing!" Cain stuttered as he tried to form a coherent thought.

"Then...what about this?" Before Cain could ask, Mark leaned in closer, taking more of the cock before opening her mouth and sucking on the head. Her tongue lapped at his precum, unwittingly tasting the meaty rod. Mark didn't know what she was doing, her mind going crazy from the scent alone, but she knew that she wanted more.

Cain was paralyzed by pleasure. To a virgin who could only dream of a woman's touch, getting a titfuck fellatio was utterly alien and completely overwhelming him. He couldn't even warn Mark before he forcefully pushed his cock even further inside before cumming.

Mark could feel it coming, and instead of backing away, she instead sucked even harder, letting Cain's cock spew its white, sticky load straight into her mouth.

As Cain stepped back in a euphoric daze, Mark nearly gagged as she swallowed his entire load. The salty, bitter taste lingered in her mouth, and she found herself licking her lips. It may just be the succubus transformation talking, but she feared she actually liked the taste of cum.

"That was...amazing..." Cain breathed, laying on the ground. Mark turned to face him, her eyes locked on his still stiff member. It had just blown its load, but it looked just as big as it was before. No, maybe even a little bigger. The longer she stared, the wetter she felt her loins become.

"H-hey. We're not done yet," Mark stuttered as she crawled towards him. As she mounted her friend, she adjusted her leotard, letting her new pussy breathe. If her mind was in the right place, she'd feel weird having a wet hole where her dick used to be. However, all that was rushing through her head was the desire to satisfy her lust.

Without any warning, Mark let out a squeal as she let Cain enter her virgin slit. Penetration alone was already sending her into a craze.

"R-round two then?" Cain chuckled before thrusting. Mark let out a long, drawn-out moan as Cain continued to buck his hips, feeling every one of his inches fill her entire being. She clamped down on the cock, crying out in glee.

Cain flipped the two around with one quick movement, lifting her legs up and fucking the succubus from behind. Although she was facing away, he could almost tell from her wild moans that she enjoyed it much more than he was. She let out a gasp every time he pulled out, then a higher-pitched squeal as he thrust in once more.

"C-C-Cain! F-faster!" Mark begged. Who was Cain to deny her request? He began to pump even faster, giving his friend no time to relax. She could only cry out in pleasure, louder and louder. "I'm cumming!"

As the pleasure finally peaked, she let out an orgasmic cry. She felt a brief sense of calmness until Cain thrust once more, causing her to moan again. He wasn't letting her catch a break.

The two went at it like animals, fucking and getting fucked without a moment's break. The fact that Cain recently came made him last much longer than he would have otherwise. Mark would have regretted the titjob if there was a single coherent thought in his head. Still, instead, all that filled his head was the desire to get fucked.

"I'm...reaching my limit," Cain warned, though Mark wasn't listening. The boy hugged the girl tightly as he bucked his hips one final time. He let out a moan as he shot his load into her wet snatch, only to be overshadowed by her tenth ear-piercing orgasm.

The two panted in silence before Cain slid out of Mark, letting white goo drip from her pussy. The two laid next to each other in a warm embrace, finally calming down.

~~~

"I didn't change back," Mark groaned, sitting against the wall, her face buried between her legs. Her head had cleared up its lewd thoughts; now, only embarrassing ones remained.

"I guess the spell didn't work out as I intended," Cain laughed next to her. He had given his jacket to help cover his practically naked friend, leaving him with only his white undershirt. "Well, not that I'm complaining. That was amazing."

"Shut up! Stupid..." Mark kicked Cain, prompting another laugh. "Am I going to be stuck like this?"

"If you are, I'll take responsibility, don't worry," Cain flashed a grin. Mark kicked him again, a bit weaker this time. "But for real, there's got to be a way to turn you back. We'll just have to find it."

"What about the book? Is it still outside?"

"Probably burnt to a crisp, I'm afraid. Lightning does that to paperbacks, unfortunately."

"Ugh. And it'll probably take a while for Ms. Brown to get another copy..." Mark threw her hands up in the air in frustration. "I wish I could just have it in my hands right now..."

Then, suddenly, Mark's hands began to glow pink. The two jerked up in surprise. The glow pulsed once before disappearing, and from the air, something hard and square landed in his fingers.

"What the...?" Mark lowered his hands, revealing the grey, weathered cover of 'The Grand Guide to Demonic Things.' "The book is back."

"Hey, lucky us!"

"Just... What the fuck is happening?"