Panic at Succubus High Pt. 02

Author's Note: All involved parties are 18+, obviously.

"So, class, I hope that you'll be supportive of Mark's- Ah, Mako's sudden transition," Mr Franklin said to the class. "It's a bit unprecedented and we've never really had a case like this in this school before, but times are changing, so we should be as open to it as we can."

Mako sighed as she averted her eyes. If the boys were going to be supportive, they were going to do it in a rather...perverse way. Already she could feel the twenty-or-so pairs of eyes staring at her breasts. She made her walk of shame back to her seat, right next to Cain's.

"I can't believe they're falling for that," Cain whispered to her as Mako reached into her bag and pulled out the Grand Guide. The mysterious grey tome was the reason why she was able to fix some of the issues that arose from her transformation. It half-made up for the fact that it was the reason for the transformation in the first place.

After their wild fuck session on the school roof the previous day, Mako and Cain had skipped their classes trying to figure out what had happened. Mysteriously, Mako was beginning to understand certain sentence fragments within the tome's pages, and Cain was able to parse some of the letterings as well. Neither could decipher the majority of the pages, however, and both the spell that had transformed her and how she summoned the book remained an elusive mystery.

However, the two had made a bit of a discovery; Mako could apparently cast some of the spells scrawled within. There were some useful ones: illusion magic to hide her demonic features and clothing magic to change her suggestive attire into something more school appropriate. There were also some...not so useful ones as well. She certainly wasn't going to use lust induction any time soon, much to Cain's disappointment.

One particular spell she had cast was something called 'Perception Changer'. It could rewrite how people view her. Unfortunately, she seemed to have no control over how people would see her, resulting in the misunderstanding that everyone had in believing she had suddenly transitioned. Well, it was technically true, but suddenly transitioning overnight and gaining a rocking set of tits felt a bit too far-fetched and a bit disingenuous for a cover story.

As Mr Franklin began his lesson on solving inequalities, Mako began to bury her head inside the book, reading line after line, trying to decipher what was written. She occasionally looked back up at the board, pretending to pay attention, only to catch the other students taking peeks at her. She needed to turn back as soon as she could.

And so, half a math period passed as Mako fruitlessly tried to transcribe the book. Mr Franklin had to take a call in the middle of the lesson, and the class went into disarray as it naturally does as soon as he left the room.

Mako could see most of the guys turning to face her, some whispering to each other and cracking jokes between themselves. Then, suddenly, Cain stood up and leaned against her desk, blocking their direct view of her. He gave them a quick stern look before turning back to Mako with his regular dopey smile. "So, any luck?"

"Uh, n-no, not really," Mako stammered before composing herself. She flipped through the book to a sticky-noted page. "I can only understand everything up to Perception Warper. Everything after that is muddied."

"What about this one?" Cain asked, pointing to the last spell on the page. "Inma...zilea...or?"

"It reads Normalize...something. The second part is cut off, and the description is still untranslated."

"Normalize... Maybe it'll turn everything back to normal!" Cain exclaimed, drawing a bit more attention to the pair. The confusion was apparently visible on Mako's face as he decided to continue. "Look, sometimes, demons get caught, so maybe they invented a spell that resets everything."

"Or, more likely, the spell fucks me over even more. Maybe it'll make everyone think I was always a girl!"

"At least they won't think you transitioned anymore," Cain chuckled, though Mako just felt more tired than before. The boy leaned over, and shoulder hugged his friend. He could feel her boobs pressing into his side, but he tried not to focus on them. "Hey, even if it doesn't work, it's not the end of the world. We'll just try something else later."

"...Fine, let's try it," Mako sighed. She didn't know why, but Cain always seemed to help her relax.

"Atta girl." Cain released his arm before patting her on the back. "Now, let's see some magic happen!"

"Right now? Okay, uh..." Mako traced the spell with her finger. She stared at it deeply, focusing heavily as the translated words seemed to morph back into their original lettering. "Nuwo nime toin nurt dona..."

"Sorry, class, but fun time is over. Take your seats," Mr Franklin said as he returned. "Jordan, get off the desk, and you, Mako, put that book-"

"...naimod sith nifed!" Mako finished chanting as her eyes began to glow a deep pink. All of a sudden, a burst of magical energy erupted from her body, spreading across the room, transforming everything it touched. Books and pens seemed to change, the tiling on the walls gained a new purplish coat of paint, and the equations on the chalkboard were erased, replaced with various notes and diagrams.

"W-what happened?" Mako asked as the energy continued to ebb through the room. She looked down at her body; nothing seemed to have changed. "Hey, Cain. Do...do you remember male me?"

"Yeah, don't worry. Nothing happened on your end," Cain said, looking exactly as he did before. His dopey expression was replaced by one of worry, however, as his eyes traced around the classroom.

The pink glow of magic seemed to be gathering around some of the boys. As one inhaled the strange particles, he nearly bent over, seemingly in pain, before two demonic wings ripped out of his back. Another fell over as his legs plumped up, and a pointed tail sprouted from his expanding rear. The aforementioned Jordan clutched his chest before two giant tits, though not as big as Mako's, ripped his shirt asunder.

"Normalize my ass!" Mako exclaimed as she stood up, rushing to the side of the nearest fallen afflicted boy. She tried to help him up, but his rapidly shifting body made it difficult for him to stand. All she could do was watch his lust-stricken face morph into a girl's. "What the fuck is happening?"

"I think... they're turning into succubi," Cain answered. Around him, he watched as the boys' bodies contorted and changed, growing bigger busts, bigger asses, longer hair, and new damp pussies. They were all enraptured in some kind of pleasure, moaning in ever-higher pitches. "It's like a horror film...but way hotter."

"You can't be serious- Oh God, Mr. Franklin!" Mako's attention shifted from chiding Cain to their teacher, bent over on the front desk, already halfway through his transformation. The two quickly ran to the front, helping their teacher up as he continued to change.

His grizzled face had already melted away as his hair gained a greyish hue, gaining a more mature, womanly look. His shirt had already popped a couple buttons as his new breasts were growing in. He reached down with manicured fingers to his crotch, grasping at the significant bulge before it shrunk away. His deep breaths raised to lewd, womanly moans right into Cain's ear, riling up the boy. Two blood-red wings and a tail ripped out of his back while brownish-grey horns extended from her head.

Seemingly no trace of their former teacher remained as Ms Franklin began to stabilize. The pinkish air began to collect around her and the transforming students once again, melting their clothes and forming newer, exposed fabrics that barely counted as dresses.

And then, suddenly, the room popped. At once, the pinkish glow faded away, and the last changes settled.

"Ah...is it over?" Mako asked, looking around. Their math classroom had completely changed; besides the renovated walls and floor, the various math infographics and images had turned into provocative diagrams about genitalia. Cain tapped her shoulder, guiding her towards the chalkboard filled with various drawings of sex positions.

The students, both transformed and not, shook themselves awake. However, instead of freaking out, they proceeded to adjust themselves, getting themselves back into order.

"Ah~ That was a bit weird. I suppose magical accidents happen occasionally," Ms Franklin said, as though nothing strange had happened.

"Why is no one freaking about this?" Mako whispered to Cain.

"I don't know...but look at Franklin though," Cain whispered back, his eyes glued to their transformed teacher. Almost nothing remained of their gruff, blunt math teacher. Instead, there stood a mature, kind-looking woman with demonic features, an incredible bust size, and wore a very liberal halterneck dress.

"Well, since we're all okay, let's continue with our lesson. I want every demon to pair up with someone, and we'll start practicing," Ms Franklin said. Mako and Cain watched as excitement built in the classroom. Some of the succubus girls giggled amongst themselves, while others immediately darted towards one of the boys. They all seemed playful and erotic, adjusting their clothes, flashing their privates, and even straddling their partners. One couple began to make out suddenly.

"Uh... Mr- I mean, Ms. Franklin-" Cain started.

"Oh, call me Firis, dear," Firis Franklin interrupted with a smile. "Franklin is a bit too...masculine of a surname for me."

"...Okay. F-Firis," Mako struggled to correct himself. Their teacher only giggled at his attempt. Cain eyed Mako before carefully thinking about what to say. "I'm sorry! I had been sleeping through class, so I'm not sure what we're doing right now."

"Oh, you naughty boy," Firis scolded, wagging her finger before giggling to herself once again. Mako nearly cringed; Mr Franklin would yell down a student if even one of them dozed off. Seeing her as a succubus playfully teasing her student instead gave her a sense of whiplash. "We do what we always do in sex ed: practice!"

"Practice..." Mako looked around the classroom again. All of the students had already been partnered off and started to have fun. She blushed as she finally listened in to the lewd moans of the succubi as they were pounded, dicked, and fucked in all sorts of ways.

"It's important for young succubi such as yourselves to learn how to properly feed on a man," Firis said to Mako. Apparently, her status as a succubus was known to the teacher. "And it would do these boys better to learn how to please a girl. I suppose you two will be partnering up."

"I...uh..."

"Mako is...dealing with her transition right now," Cain interjected. "I wouldn't want to trouble her."

"Oh, you're right. I'm sorry, Mako. I didn't take you into consideration," Firis apologized. Mako was partly relieved, though even more confused. The transition backstory was still a thing? Do they think she transitioned from a man to a succubus? Was that even possible in any other circumstance? "Oh, I even had an extra boy transferred in to balance partners. I suppose there's no one left for you, Cain."

"It's...alright," Cain said with a pained expression. Mako could guess he would have preferred fucking one of the students. For some reason, she felt a little jealous.

"Well, I suppose you'll have to do it with me," Firis giggled. Cain's eyes widened in confusion as the teacher snapped her fingers, and her hand glowed green. In an instant, all of his clothes vanished, leaving him naked and his erect cock exposed.

"M-m-miss! What are you doing?" Mako asked, blushing through her fingers as she tried to cover her face. Firis couldn't hear her, though, instead strutting towards Cain, planting her huge, soft breasts on his chest. She giggled again before pushing him down onto her desk.

"Ah, it's been so long since I've had essence this fresh," Firis mumbled to herself as her hands traced their way around Cain's body. A fraction of Cain wanted to move away, but the rest was forcing him to hold his breath in anticipation, nearly letting an unprompted moan as her fingers reached his cock. "Class! We'll be having a live demonstration, so please follow along!"

Some of the couples had slowed down and turned to her. Some succubi mimicked her, pushing their partners down onto a nearby desk. A few in the back, however, ignored her, preferring to continue at their own loud, messy, and lust-filled pace. She decided to ignore them, focusing her attention on the boy in front of her.

"While I understand you all have desires you want to fulfill, if you want to have a proper feeding, you should make sure your partner is enjoying it as well," Firis lectured as her delicate fingers wrapped around Cain's cock. She began to stroke it gently, giggling at Cain's lustful expression. "Offering your partner a handjob is a good way to start things off. Isn't it, Cain?"

Cain couldn't hear her, or if he could, he was too paralyzed by pleasure to answer her. He felt like putty in her hands, letting her play and tease his cock any way she wanted. He could barely hold in his moans as her hand rhythmically danced up and down his shaft, sending waves of pleasure through his lower half. He could feel her lift his head, pulling it towards her bounteous chest.

"This is a bit of an advanced technique, but you should try it if you can. If you pour enough magical energy into your breasts, then with a little pressure... Ah~" Firis moaned as beads of white liquid started to spurt out of her nipples and run down her chest. "You can produce a little milk for your mark."

Mako, standing to the side to give the two space, watched them intently through open fingers. Succubi could just lactate, just like that? Was it that simple? From the corner of her eye, she could see a couple of pairs attempting to do the same, though only one could manage it. A thought entered her head; was it possible for her? She lowered one hand to her own chest, touching her erect nipple through the thin layer of fabric in wonderment.

As Firis continued, she pressed Cain against her lactating nipple. He held his breath, laying against the soft breast meat, before feeling an incredible thirst. She let out a playful squeal as he planted his lips against her areola, sucking the sweet, white nectar straight from the tap.

"As you... Ah~ ...might be able to see... Oh~ ...Cain seems quite fond of my milk," Firis tried to lecture, only to moan through it. Cain continued to suck more intently, turning the tables on his teacher as his tongue played with her nipple, licking and lapping at her milk. "Ah~ Cain, you naughty boy~ Class! Did you know that your milk is an acceptable channel for certain spells? For example, with a bit of lust induction..."

Firis's hands started to glow once again as Cain felt a stronger, sweeter taste fill his mouth. His cock suddenly felt stiffer and more sensitive, the feeling making the rest of his body feel numb in comparison to the pleasure of her hands.

Mako had completely forgone both hands covering her face, one playing with her nipple and another reaching down to her soaking wet sex. Her hazy thoughts were focused on Cain's cock. For some reason, she could tell how pent-up it was. How it longed to be released. And she wanted to be the one to release it. To let its seed flow into her. She could only attribute these feelings to her succubus side...because if they weren't, then she wasn't sure if she could suppress them.

Firis also seemed to have noticed Cain's building release, and she began to quicken her pace. Her hands were stroking his cock much faster, feeling his pulsing shaft just begging for release. Cain released his grip on her breasts, letting out a cry of pleasure. "M-miss! I'm about to cum!"

Like a volcano, Cain shot ropes and ropes of white, sticky cum into the air, splattering mostly Firis in a bukkake. She let out a happy sigh as she wiped a bit off her cheek and brought it to her mouth, relishing in its taste. She was about to release her grip on his cock when she suddenly noticed something odd. Despite dressing her in cum, it was still hard and pulsing. "My, my, Cain. Aren't you energetic?"

Seemingly hypnotized, Firis began to climb atop of Cain, hovering over him as he realized what was happening. She giggled at his dopey face before lowering and penetrating her wet snatch on his stiff mast. She let out a long, drawn-out moan as she slid herself up and down.

Cain, still lightheaded thanks to the lust induction, could only think about the pleasure coming from his cock. While it felt good, it seemed too...slow. He wanted to go faster. He craved going harder. He suddenly grabbed Firis's hips, much to her surprise, before forcing her down the rest of his shaft.

Firis let out a scream of pleasure as she orgasmed, alerting the other feeding succubi as Cain flipped the tables on the two of them. He moved his hands and hips in unison, pounding the teacher without giving her a break. The students that had finished their feedings were now watching the scene, staring at Firis's face as it contorted into one of visceral pleasure. Mako

"C-C-Cain! Slow down," Firis tried to say, but Cain couldn't seem to listen as he continued to use his teacher like a fleshlight. At some point, Firis eventually gave up on maintaining her proper demeanour, letting herself cry freely in joy as she was used.

Without warning, Cain bucked his hips, and he pulled Firis down, blasting a splurt of cum right into her. She cried out at the same time before falling forward onto Cain's chest, unable to move.

The two breathed for several seconds, trying to recover their senses. Firis began to slowly climb off his flaccid dick, letting his cum dribble from her pussy onto the floor. It was still just as thick as his first load.

"Ah~ I apologize, class. I seemed to have gotten too into it," Firis half-giggled, half-sighed. The other succubi giggled in unison, while the male students were only focused on their teacher's dripping pussy.

As Cain finally sat up, he noticed Mako standing in the corner, her shirt unbuttoned as she fondled her chest, and her skirt hiked up as she rubbed her clit. The two had a brief period of silence before Cain's flaccid, leaking cock suddenly sprung up once more.

"I-I-It's not what it looks like! I was just...just..." Mako stammered, trying to come up with an excuse. Firis looked at her and her dishevelled appearance, then at Cain's erect cock, before cracking a warm, motherly smile.

"Ah, there's still some time before the end of class. I won't hold you two up," Firis said, stepping away. Mako looked at her, feeling a sense of betrayal, before turning back to Cain, already approaching her.

"I didn't need to cover for you, did I?" Cain asked with a mischievous grin. Before Mako could refute, he grabbed her waist, pulling her in for a passionate kiss. His other hand went to her breast, kneading it like it was dough. Mako initially thought to resist but instead let herself go, letting him push her against the desk.

With one swift movement, Cain pulled down her skirt, revealing her pussy, begging to be filled. As he released the kiss, he looked at her intensely, causing her blush to redden even further. These feelings were just the succubus talking. They didn't mean anything...right?

"...P-put it in..." Mako whispered, and Cain sneered. With a forceful thrust, he entered her, and the two moaned in unison.

At first, it was slow, rhythmic thrusts, letting them enjoy the moment as their lust continued to build. Mako took the initiative, moving her hips so that he plunged deeper, crying out in pleasure as she felt even more of him enter her. Cain, not wanting to be one-upped, quickened his pace, giving her no time as the only sounds that came out of her were moans cut off by other moans. If their start was called sex, then their current pace was fucking. It was just like before on the rooftop; his switch had been turned on, and it wouldn't turn off until he was satisfied.