Panic at Succubus High Pt. 03

Phillip Christoff was many things. Son of a wealthy donor to the school. A top student, likely to become valedictorian. A secret Taylor Swift fan. What he was most known for, though, was his robotic, dictatorial personality. As the school's top prefect, he strived to maintain order and discipline through the school corridors, no matter how negatively he was viewed by others.

Phillip made his rounds for the day: shouting at others not to run in the halls, lecturing the football team on practicing in the halls, reporting the vandals who had defaced the school's sign, and telling off the many succubi trying to feed on the students.

After stopping his fifth succubus of the day, Phillip took a quick break at the vending machine, letting out a huge sigh of frustration. Why had the school begun taking in lustful demons that would only disrupt public morals? Although it was cowardly, perhaps it was time for him to complain to his father about it.

He was just about to make his final round before classes started, before hearing something clang from inside the closed janitorial closet. He inched up to it, planting his ear against the door.

"H-hey! Don't touch me there! I said I'd only use my m-mouth!"

"Come on. You promised a titjob yesterday."

"Yeah, but not now! I'll get messy! H-hey!"

Hearing enough, Phillip opened the door, revealing Mako and Cain, huddled against each other inside the closet. Cain's pants were halfway down and his hands were unbuttoning Mako's shirt. The two stopped bickering, slowly turning to face the ticked-off prefect.

A brief moment of silence lasted for a couple of seconds before Cain tried to unbutton another off Mako's shirt. Before either could act, however, Phillip grabbed the two by their collars, forcing them out of the closet and into the hallway.

"Cain! Mako!" Phillip growled as the two reoriented themselves. "This is the fifth time this week you two have been trying to have sex on school grounds!"

"We're sorry, Phillip," Mako began, unable to directly look into the prefect's burning gaze. "It's just that... I've been running low on magical energy since this morning, and Cain was...helping me with that."

"You don't think I haven't heard that one before? The school has allowed your 'succubi sex-ed' for feedings. Otherwise, no students are to have sexual relations on school grounds," Phillip stated. He began pacing back and forth, visibly stressed. "All you succubi are the same. Whores who just want to get their rocks off. I can barely grasp why you'd want to become one of them."

"Hey! That's kind of rude, ain't it?" Cain said, meeting Phillip's gaze. Despite the look from the boy, the prefect seemed unfazed.

"Rich coming from Mr. Serial Harasser. Only a succubus could fulfill your degenerate tastes, huh?" Phillip asked. Cain was growing angrier. At that moment, he probably would have thrown a punch, if Mako hadn't preemptively stepped in.

"Okay, we get it. You don't like us. How about we just leave, and you won't have to deal with us," Mako suggested.

"I wish I could, but you two have broken the rules too many times," Phillip said, turning to leave. "I gave you an exemption because of your transition, but if you're going to abuse it like this, then I'll have to discuss your punishment with the principal."

"C'mon. Let's talk about this," Cain suggested, changing his tone 180° as he ran in front of the prefect. He was already a bit of a troublemaker as is, and this would only stain his dirty record a little more. However, his pleas were ignored as Phillip shoved him against the lockers, before continuing on his way.

"You okay?" Mako asked, helping Cain back up.

"Yeah... Fuck, we're done..." Cain muttered to himself. Cain might be a bit stronger than average, but there was no way he was going to stop Phillip. Then, an idea popped into his head. "Hey. Can't you cast a spell?"

"A spell? I'm already running low as is!"

"Come on! We're boned if we don't do something!"

Mako weighed the options in her head heavily. Either she, a generally model student, gets a mark on her record, or she'd have to go into a lustful heat trying to fix it. After a brief moment of deliberation, she sighed, and with the snap of her fingers, the Grand Guide appeared in her hands.

"I think there was something here..." Mako rifled through the pages as they tailed Phillip until she found what she was looking for. Dominate Will, a spell that allowed the caster to modify the target's mind. Although it seemed a bit extreme to use, the school's office was just around the corner and she didn't have any time to find a better spell. She simply hoped she could reverse it as she began to chant. "Vusla im mecobe dona..."

Phillip paused suddenly, as though he had hit a wall. He felt his midsection burning, as though his very insides were on fire. He forced himself to look behind, seeing Mako with the tome out, radiating bright pink energy. "Mako! If you don't stop right now, I'm going to-"

"...luwi im urdeun lufa!" Mako cut him off, finishing her chant. Her hand sparked as a pink bolt shot out, zapping Phillip.

A brief moment of silence passed as Mako paused, waiting to see what would happen. Phillip remained motionless, an odd calm washing over his face. Suddenly, a strange black goo burst from underneath his clothes, ripping them apart spreading across his body, wrapping his torso up in a sleek, latex sheen.

"Is that supposed to happen?" Cain asked, to which Mako shook her head. The goo continued to spread, encroaching on Phillip's and forcing them together. He tried to struggle, nearly falling over, but the goo latched onto the ground, forcing him to stay upright.

"Mako, stop this right now! Once I get out of this, I'm-" and the boy was cut off, goo encasing his head until he was fully covered. Despite the lack of openings, he still seemed to be able to breathe as he angrily struggled against his restraints.

"When I asked you to cast a spell, I thought you'd cast something less...conspicuous," Cain muttered, probing at the mummified prefect. Phillip seemed to respond, trying to hit him with his hips.

"I...may have used the wrong spell..." Mako winced as she checked the book again. Cain hovered over her shoulder, looking at the spell she pointed to instead of the one she meant to use. "I meant to cast Dominate Will, but instead I used-"

"-Dominate Servant..."

Phillip suddenly jerked to attention, squirming in his entrapment. The goo holding him began to tighten around his body, restricting his movements until he couldn't even struggle. Then, it grew tighter.

"It's way too muddy for me to read it. What does it do?" Cain asked.

Phillip's groans quietly leaked from his prison as it tightened around him. It tensed against his large build, compressing his muscles together. He could hear the snapping and grinding of his bones as they struggled to adjust. And yet, it didn't hurt. No, rather, it felt...pleasurable.

"Well, uh... It will apparently turn the target into my servant. What that entails exactly..." Mako trailed off, trying to figure out more from the book's roundabout writing.

Muffled moans came from the encased Phillip as the goo constricted him, squeezing his form into one much smaller. Shoulders shrinking, arms thinning, muscles fading and face reshaping, each change seemed to give even stronger bursts of pleasure. He could feel it grow taut against his torso, his legs, and his crotch, crushing and squeezing everything into nothingness. He felt it molding him, inside and out, changing him entirely. Between the little air, he could breathe and the warmth exciting him, he could barely maintain consciousness.

"...'The target will turn into a flesh puppet of its master's form bidding'... Whatever that means."

Now lighter and lankier than he could ever imagine, Phillip began to feel his constraints begin to loosen...and with it, the pleasure it brought. For some reason, he didn't want that warmth to go. He couldn't. And so, he simply gave himself to it, drifting away into slumber.

"So, does that mean something is about to happen to-" Cain paused. Mako looked at him before following his eyes to Phillip. The prefect's body, still wrapped in the goo, was slouched over. His body, now androgynous and thin as a twig, looked like it could be snapped in half - a far cry from his former stature. His crotch bore no bulge, mystifying what could actually be there.

Then, suddenly, a moan came from the cocoon. It sounded like Phillip but pitched an octave higher. His body squirmed as the goo began to suddenly expand. Rather, it was being stretched out.

Cain and Mako watched helplessly as Phillip's body grew, but not in the way they expected. Where muscle had been now come fat, stretching the rubbery encasement. His hips grew wider to support his long, supple legs, his butt grew out along with his thighs, and his chest was bursting, two small mounds quickly developing into massive, jiggling melons.

"You didn't cast the normalize spell, did you?" Cain asked. Mako shook her head. "Right. Okay. All your spells just turn people into girls then."

The silhouette of a woman that Phillip turned into quickly finished her growth, settling at sizes bigger than even Mako's impressive assets. The goo began to retract and reform, becoming more skin tight as it developed a pattern. The head of the cocoon burst, revealing the cute visage of a girl with pink hair, two blank eyes, and horns poking out of her head. As the goo finished forming a proper, albeit risqué, bodysuit, the girl seemingly reanimated as she curtsied towards Mako.

"Ph-Phillip?"

"Correction. I would prefer the designation 'Pham'" 'Phillip' said in a robotic tone. "It's an honour to meet you, mistress."

"Pham? M-Mistress? I...uh..." Mako was a bit taken back by Pham's declaration. Her jumbled thought process was interrupted, however, by the ringing of the morning bell.

"Shit... Homeroom," Cain muttered. "If the teachers find out we transformed their darling watchdog... hell, if anyone even sees her tits poking through those clothes, we'll be in trouble."

"The field by the dumpster is out of sight, right? Think we can go there?" Mako asked. Pham seemed to take it as something else, though.

"Affirmative. Heading to the field by the dumpster," Pham said, opening a nearby window. Before either could say anything, she hoisted Cain and Mako underneath her shoulders and leaped straight through the window.

~~~

"Don't jump out of the second-story window!" Mako exclaimed, hunched over from motion sickness. Cain was gingerly patting her back while Pham lowered her head in disgrace.

"I apologize, Mistress. I didn't mean to cause any harm."

"Don't call me Mistress, please. It's messing with me," Mako winced. She clutched her head. "Gah! Why did I go through with that? Phillip's turned into a succubus!"

"Correction, Mistress. Although 98% of my composition matches that of a succubus, I am actually a homunculus created by your spell," Pham explained. "While the spell is active, I am at your beck and call whenever you may need."

"...A homunculus..." Mako breathed.

"...A succubus homunculus..." Cain added. His eyes lustfully wandered Pham's body, settling on her cleavage. "A voluptuous succubus homunculus."

"What do we do, what do we do?" Mako summoned the Grand Guide, fervently flipping to the spell she had cast and trying to read it. "Come on, there's got to be a way to turn Phillip back."

Just as she got to the page, suddenly she was hit by a flush of warmth. Her hands were trembling as they moved down to her crotch, sliding underneath her skirt and slipping into her underwear. Her hunger had started to set in.

"C-Cain...I..." Mako moaned. Cain, whose eyes lit up, knew what to do. He quickly unbuckled his pants, letting out his stiff member.

Before he could act, however, Pham knelt by her mistress, placing a hand on her forehead. A warm, green glow began to emanate from her fingertips. Mako let out a relaxing sigh as she felt her lust fade away. "Are you alright, Mistress?" Pham asked.

"Y-yeah. Thanks... Don't call me Mistress, though," Mako said. turned from Pham to Cain, pouting as he pulled his pants back up. "What? You disappointed?"

"I guess you don't need me anymore if you got a servant to feed you instead," Cain mumbled.

"Hey, it's not like that. Besides, I didn't even know Pham could do that. You're still-" Mako paused when she realized she was defending him fucking her. "A-anyways, let's just figure out how to get Pham back to normal."

Together, the three spent their homeroom class time rifling through the tome, trying to find some sort of counterspell. Mako would try casting any transformation or mind alteration spell, Pham would resist all spells that landed, and Cain would get cock blocked by the homunculus restoring her mistresses energy before she went into a hunger. As the time for their second period neared, they had gotten no further than where they had started.

"Aah! It's no use! Why doesn't anything work on you?" Mako asked as Pham restored her energy once more.

"Answer. My body allows me to absorb any and all spells back into essence. It is how I'm constantly regenerating your expended energy pool," Pham answered.

"Then why didn't you say that before!"

"Answer. I did not know until 16 spells ago."

"Then say it then, at least! If magic isn't going to work, what even is?"

"Maybe we overload her?" Cain posited, crouching over the tome. "Pham, can you cast any spells yourself?"

"Denial. I cannot."

"So she might not have a succubi defence mechanism. She's practically a robot, so maybe overloading her will turn her back to normal."

"Possibility. Overcharging essence may be able to break the spell, allowing recovery of the former psyche."

"Okay! So, Mako, keep casting spells at Pham, and I'll keep recharging you!" Cain exclaimed, once again unbuckling his pants to reveal his cock, having stood stiff for the better portion of the conversation. Mako winced at the idea, but couldn't think of anything better. Before she could hesitantly unbutton her top, Pham stepped between the two.

"Suggestion. My body allows me to absorb essence the traditional way. To make this more efficient, I can simply harvest it from Master Cain himself."

"Master..." Cain froze at the word, before pondering it briefly. Mako could tell, as his cock throbbed, that he seemed to like it.

"It's easier for me at least," Mako sighed. "Sure, go for it."

"Approved. Beginning essence gathering."

While Cain was distracted by his thoughts, he didn't notice Pham approaching him until she shoved him to the ground. She flipped over, mounting on top of him with her ass in his face and his cock underneath her cleavage.

"Master Cain seems to be interested in my breasts, based on the 163 glances he has made to them," Pham informed, to no one's surprise. Her bodysuit shimmered for a second before it opened up, exposing her bare teats to the cool morning air. With one movement, she slid Cain's cock right in between her pillowy tits. "Does this please you, Master?"

"Y-yeah..." Cain stammered. His thoughts were cloudy, focusing entirely on the sensations his cock was feeling. Who could have known that boobs could be that soft?

"Then, what about this?" Pham held her tits, slowly moving them up and down his shaft. Cain only let out small, rough moans, but they seemed to convey his feelings well enough.

"He likes it when you lick the tip," Mako told Pham, looking cautiously at the scene. The servant nodded before she wagged her tongue, slurping up the precum leaking from Cain's cock. His face looked electrified from the pleasure. Mako felt a bit indignant from how happy he seemed, before slapping herself awake. Why would she feel indignant about it?

"Ph-Pham..." Cain grunted, though Pham ignored him as she continued to service him. The only thing he could see was her butt, wiggling about, almost inviting him in...

"Hyaah!" Pham yipped as she felt Cain go down on her. She tried to wiggle her way out, but Cain kept a vice grip on her ass as his tongue snaked its way around her clit. "M-Master... You d-don't have to... Ah~"

Despite her initial intentions, Pham felt herself melting into pleasure, from the throbbing between her breasts to the excitement radiating down below.

"Pham...! I'm gonna..." Cain said between licks. She could feel his cock tense up, fit to burst, but she wasn't paying attention at all. All she could feel was lust, building further and further, until finally...

With Pham's last squeeze of his cock, white-hot jizz exploded from between her tits, caking her face in ropes of sticky goo. She let herself go, crying in pleasure as Cain received a warm, refreshing splash of pussy juice on his face.

"M-Master..." Pham sighed in pleasure as she rolled herself off Cain. The mix of the energy she was absorbing combined with the afterglow was giving her a tingling feeling. "I apologize for the mess I have created..."

"It's fine..." Cain sighed back, wiping his face with his sleeves. A bit of her girl cum had landed in his mouth. He wasn't sure how it was supposed to taste, but it was sweet, in a way.

"Looks like you enjoyed yourself," Mako muttered, a rather loathing gaze in her eyes. Pham felt guilty for some reason as she stood up, while Cain let out a light chuckle as he rolled over. "So, Pham, how filled up are you?"

"M-Mistress... It was quite a substantial meal, though my energy reserves are still quite empty," Pham explained, cleaning herself off to address her mistress. "I believe that we should make our way towards our next class while Cain takes time to-"

Before Pham could finish, she felt a sudden tug on her arm, falling onto the grassy field with her butt. Shaking the surprise off, she looked up to see Cain looming over her, a glint in his eye, and his cock as stiff as ever.

"M-Master Cain?"

"Sorry, but we haven't even gotten to the good part yet," Cain smiled.

"Right, he doesn't really have a 'recharge period' so to speak," Mako winced.

"T-then let me-" Pham was cut off again as Cain grabbed her breasts. Her words of begging came out instead as whimpers of pleasure as he teased her nipples.

He spread her legs apart, watching as her bodysuit unraveled around her virgin pussy, beckoning him in. He obliged, and with a grunt, his rod slid right into her tight pink snatch.

"M-M-Master...please..." Pham kept moaning as Cain bucked his hips. Although the homunculus was made to be emotionless, she could barely keep her face straight as his rhythmic pounding was driving her crazy. "S-softer...p-please...!"

"Maybe if you beg me more," Cain taunted, before thrusting even harder, giving her no room to breathe between her moans.

Mako watched as the boy relished in his sadistic mode. Something about having a servant had awoken something in him. Although she wanted to calm him a little, she blushed as she imagined herself in Pham's position.

"Do you want me to finish in you, Pham?" Cain whispered into her ear. The servant, wracked with pleasure, couldn't seem to formulate words. All she could do was nod her head slightly. "Then say it!"

"P-please, Master... Cum inside me!" Pham screamed as she orgasmed for the umpteenth time. With a final thrust, Cain hugged the girl, shooting a thick, creamy load right into her damp pussy.

Pham was about to lay down again, only to moan as Cain entered her once again. His cock had seemingly grown a bit bigger as it split her apart.

Without even a moment's rest, Pham found herself wildly moaning as she came over and over again. She could barely catch a break even as Cain continued to pound her. She could only hope that eventually, the boy would give her some respite from the unending pleasure.

~~~

"Cain! Cain! Cain...!" Pham begged as Cain bucked his hips, shooting another load into her pussy. The succubi watching the two giggled to themselves as, despite her pleas, he continued fuck her on the tabletop.