The Third Apprentice

It was rhetorical, they both knew she had been teaching herself witchcraft while he was away.

"I've been bad, Master. So naughty and selfish. I need to be punished."

She turned her back and bent forward, leaning her hands on the cushion. She spread her legs and arched her back, sticking her hips out in a lewd pose that was completely out of character.

"It's time to fulfill your secret fantasy," Gwen said, arching her back and running her fingers over her ass cheeks. She spread her ass cheeks apart, displaying her pink little rosebud.

"Nonsense."

"What are you waiting for?" Gwen asked, turning her head to look back at him. Do me in the back." Gwen giggled. "I waited all month, all year. I want it hard, and I want it now. Or have you been with someone else?"

"You -- we shouldn't."

"I'm ready," she said.

"You're a witch," Tubin finally managed.

"So what does that mean, you're going to kill me now?" Gwen pouted. She licked her middle finger and then slid it in to the knuckle. "Ooh, I've been fantasizing about this for a while now. You better fuck my ass good and hard, and don't stop till you cum."

"Really?"

Moments later, he was pistoning in and out of her ass from behind while pulling her hair. His heart was beating so fast he thought it would blow a hole in his chest.

"Yes! Fuck me! I'm cumming!" She panted and gasped as his dick ploughed in and out of her, strange yet familiar sensations spreading through her.

"Oh yes, your cock is so deep. So thick!"

"So tight!" he grunted.

"You're making me want to cum. Oh yes! I-I think I'm gonna cum. Yes! Oh god, I'm cumming from your dick in my ass!"

Her cries rang in his ears, but they just made the sex that much more intense. Or was it the fumes from the cauldron? He stood her up, letting his pole pop out of her tight ass. He slammed her against one of the counters, and shoved his cock back into her ass.

"Oh yes! Take me, as rough as you want. More! More!" Her tight anus was gripping his straining cock with every thrust and she screamed as she climaxed again. He jackhammered into her with all his might, and in seconds they were both cumming.

She let out another moaning scream while he kept working his cock in and out of her pretty, pale ass. He pumped gobs of his milky load into her rectum. As he began to slow down, she protested.

"Keep going," she moaned, looking back at him. "Harder, I need more, we're not done yet." She looked back at him with desperate desire in her long lashed eyes.

Suddenly he saw something strange in her eyes. He slowed down but she bucked her hips back onto him and his cock throbbed with a sudden need for release.

"Why -- I just..!" Tubin had just shot his wad, but in seconds his cock was fully hard and ready to cum again. Even with fleshcraft, that had never happened to him before.

He looked at Gwen, who was glancing back at him every so often. Her eyes, he was sure they had always been green. Not red.

"That's it, fuck my ass. I'm your fuck toy, make me scream. Don't I feel good? Isn't this heaven?"

"Babe, it's good," Tubin began through gritted teeth. He couldn't help himself, he came again, shooting his load into her ass once more. How was her ass this good? Tubin grunted and shoved his cock up her ass as far as it would go, then held it there as it convulsed.

"Are you cumming? I can feel it," Gwen said. "I want you all night, I just wish I could tit fuck you. Do you ever wish you could do that?

He loved listening to her talk, but sometimes he wasn't following what she said.

"What?" He started to pull out.

"Oh god! Don't you fucking stop!" she moaned.

He resumed fucking her ass.

"That's better, fuck my ass some more. I was just saying, I have this fantasy. You-- UNGH!" she groaned as he pounded her harder, "your big dick between my breasts, shooting that cum in my mouth and all over my face. You like seeing your cum on my face, don't you?"

Tubin grunted in agreement. He maintained his tempo, taking her ass just deep enough. He nearly pulled out with every thrust, so that he could push his crown through her opening where it was tightest. Slowly, however, he began to just thrust harder and deeper. She felt like silk inside, and he stuffed every inch of his cock into her.

Gwen had longed for this for over a year, and she finally had his big piece of meat deep in her ass. She was already horny as hell, and the anal pounding was making pleasure surge through her loins. She held on tight while he thrusted again and again.

He struggled to think as her shapely posterior gripped his dick. Gwen was an amazing lover, and it had been a long time, but there was no way he should have this kind of stamina. With his fleshcraft, he had staying power and resiliency. He could conceivably cum three times in half an hour, but not in just five minutes. Besides, there was no way Gwen was supposed to have red eyes. He had known only one girl with such red eyes, and that was Roean, the succubus. They had been lovers for a time, but she thought she could gain the upper hand. With some help from a close friend in the Order, Tubin had defeated the succubus before it was too late. He destroyed her, but there remained a tiny part of her that he had used to earlier cast fleshcraft. Then there was her painting in his bedroom, which she herself had painted. He had also kept her skull in a jar. Other than that, the parasitic demon was but a memory.

Could Gwen have communed with Roean somehow? Tubin asked himself. Of course, the answer was yes, he quickly realized -- the fool girl could have made a skull charm. His eyes swept his collection. Roean's skull was missing.

"Gwen," Tubin panted, still fucking her gloriously tight, heart-shaped butt. "What did you do?"

"Can you tell?" Gwen responded. "Don't stop, I'm gonna cum again."

The wizard poured it on despite himself. He felt like he was also about to cum again and fucked her harder and faster. She arched her back and wailed as his cock drove her to a convulsing orgasm and his seed spilled deep inside of her again. This time, he came so hard it went on for at least a couple of minutes, and her ass was almost overflowing with cum.

He wanted to stop humping, but his hips seemed to have their own plans. He was convinced that he was under a spell. He was right.

"Gwen, stop this," Tubin gasped.

"Stop what?" Gwen replied. "You don't seem to want to stop, and the way you're still fucking me with that hard cock tells me you want more."

"I know what this is. Somehow, you've awakened Roean."

"Oh? Who is Roean?"

"You took her skull down form that shelf," he panted. "Your eyes are red now, like hers."

"Are they?" she coyly replied, turning back to give him a long look. There they were, her eyes red as ripe strawberries.

"They are red! You have done something, somehow!"

Gwen giggled, the mighty mage was fumbling with his words. Even funnier, he was still fucking her ass, helpless to stop.

Roean was back, and trying to kill him, he realized. Through the fog, he attempted to pull his thrusting hips back from Gwen's greedy orifice. She clenched, and his cock felt ready to blow. He thrust harder, chasing his next climax.

"My ass feels so good with your cock inside of it," Gwen sighed with pleasure. "Stretch my hole with your big meat. Harder! Fill me once more, cum inside me!"

As if on command, an orgasm began to crest in Tubin's loins. Her ass was warm and tight, making his cock want to explode. Soon he was splattering her insides with cum again.

"Mm," Gwen sighed. "Don't you just love anal? Wasn't that your favorite with Roean?"

"Gwen, let me go," Tubin murmured, but his hips kept thrusting.

"You liked to fuck her ass every time, didn't you? No matter what, you were pounding her ass. Why didn't you ask to fuck my ass?"

Tubin grunted and his balls emptied another load in Gwen's bowels.

"I didn't want you to be like her," Tubin sputtered, soon as he was able to catch his breath.

"You finally did decide to fuck my ass though. How is it? Tight enough for you? I bet Roean's was much better."

Tubin glanced at the cauldron, and noticed that Roean's skull had emerged from the boiling cauldron. Even as he continued to hump Gwen, he saw the skull floating above the murky brew, dripping with the contents of a mysterious red broth. Tubin had never taught Gwen witchcraft, but she seemed to have taken to it quickly. He looked down at her pale ass cheeks, grunted, and came again.

Tubin had almost forgotten the fear that he had for the succubus. Now it was back, and Tubin knew that he was in trouble if he could not stop soon. When the proper wards were in place, the demon was Tubin's sex slave. When none were in place, his spells were impossible to recall, and he was unable to resist.

Roean had never fully died. The fragment of her essence he used to fuel his virility had kept her alive. He thought it had been faint enough that he could manage it. He had not factored in that an apprentice might commune with her skull. Now things were spiraling out of control. He needed Gwen to save him.

"Gwen, you have to stop this," he rasped.

"Keep going," she replied, eyes closed. "One more time, I didn't know this could feel so good." She arched her back, feeling his hot phallus splitting her ass and driving deep inside of her. He felt like his stamina was endless, but he knew he was ejaculating a part of his soul into her each time, and Roean was feeding on it. He couldn't stop, and an orgasm quickly followed behind the previous one. Time slipped by without meaning as he pumped load after load into Gwen's quivering colon.

Yes, his student had become powerful and skilled. He not only felt a bit of pride in her as came again, he also felt his strength ebbing. As her tight anus clenched around his spasming cock, coaxing yet another load, he grew dizzy. Looking down, he saw that his body had become gaunt, almost emaciated. He collapsed to the floor.

In the boiling cauldron, with only her head and shoulders above the bubbling brew, was Roean, in the flesh. As a demon she was unharmed by the boiling liquid. She watched the scene unfold, a smile on her beautiful face, her red hair wet, her eyes glowing completely red. Her round fleshy tits seemed to float on the surface of the boiling brew, as full and round as ever.

Gwen helped Tubin up off the floor and laid him on the chaise lounge. He was too weak to stand without assistance. Since he now weighed very little, he was easy for Gwen to move.

"You were a fool to keep me as a trophy," Roean said. "I told you that you owe me, and that the next time would be your last."

Tubin lay there, panting, eyes staring at the ceiling.

"I can't go through with this," Gwen said, looking upon the pathetic magus.

"If you won't, I will," Roean said, stepping out of the tub. She knew that most of his vital organs had already shut down. He would not live for much longer, let alone stay conscious.

"Wait, stop! Is he going to die?"

"Eventually." Steam was billowing from Roean's body, her skin was still boiling hot. She stood there, trying to cool down so that she wouldn't burn Tubin by touching him.

Gwen straddled Tubin protectively.

"What about your promise?" she demanded.

"Hmm?" the succubus raised one eyebrow at Gwen.

"You promised me breasts!"

"Ah! So I did. You shall have them, but I need something -- his last orgasm. He's just waiting for you to finish him."

Gwen felt certain the succubus was mistaken. How could anyone that looked so weak could still cum? Then she looked down at his cock. It was still rock hard, and as long and thick, veins bulging, balls heavy with pent up seed.

"No! I can't, I won't do it!"

"Don't you want your big breasts?" Roean smiled.

"Killing him wasn't part of the bargain."

"Do I need to read it to you?" Roean produced a scroll from thin air and unraveled it.

"No!" Gwen couldn't bear the thought of having the contract of her betrayal read before her master as he lay there dying.

"Look, Gwen, I understand you are queasy about this. I'm going to help out. Step aside and you will get the full breasts you have wished for."

"Castobanya!" Tubin croaked. The spell leaped from his fingertips in a violent, swirling wave. Roean ducked behind a counter just in time, and the eldritch swirls of abjuration streamed hurtled through the air, bounced off harmlessly off the counter, and in a flicker were gone.

"Naughty naughty," Roean grinned and chided, but the anger in her voice was evident. "I have already sucked quite a lot of your life force away. Don't put it all to waste by casting me out of this plane. Now, come here and give me one last screw, for old time's sake."

Gwen looked at the miserable wizard, Other than his rampant cock, he was a shell of what he was. The spell he cast seemed to have taken his remaining strength. It amazed her hat he was even alive. When the succubus straddled him, Gwen could almost see him surrendering and accepting his impending death.

"Do it for me this time, darling," Roean said, looking down on her old lover. She guided his cock into her folds and plunged her hips down on him. Her mouth opened with shock at the pleasure of being filled for the first time in so long. She hadn't expected it to be so stimulating, and she smiled with elation.

"Goodbye, Tubin," Roean said, leaning close to the wizard's drawn face. "I warned you this day would come. Cum," she said, thrusting her hips down on him. "Cum now. We need your soul."

She worked her hips up and down, lewd sounds filled the air as she bounced on his staff. She began moaning and crying as she felt his orgasm come. It was bliss for her, because his soul was about to bring her back to life on the mortal plane.

Tubin groaned and coughed dryly. His body went rigid, his life ebbing even as he shot an obscenely copious load deep into Roean's hungry snatch.

While riding Tubin's dying body, Roean took some of Tubin's life energy and some of her own, and used it to fuel a fleshcraft spell that would give Gwen's breasts all the heft and size she could want.

Gwen doubled over, wracked by sudden convulsions. She leaned on a counter for support. Suddenly, she felt intensely horny. Then Tubin died, and the feeling passed as quickly as it had come. As the last of Tubin's life force was sapped, the spell ended and Gwen's eyes became green again.

Gwen leaned forward, resting on her hands and elbows but looking away from her former teacher. She became aware of a substantial weight pulling down from her chest. She peeked down at her breasts, and was relieved to find that Roean had unquestionably fulfilled her part of their agreement. Her breasts were now very large indeed. Each was as large as grapefruit and somewhat cone shaped, and her nipples were much larger and remained upturned.

Gwen looked over to Roean. She was an image of feminine perfection, but for a few additions. She had wings, horns, and a whip-like crimson tail tipped with a spade fin. There was no mistaking her for a normal girl. Or was there?

"That was quite a performance you put on there," Roean said. "You fulfilled your part of the bargain. I would say I fulfilled mine as well."

"I didn't know you would take it this far!"

"Silly girl. What do you think succubi do, pleasure as a service? We take souls. Tubin had managed to stave off his fate for a while now, but he owed me, and never stopped holding a torch for me. Ha! Then he took an apprentice as a lover. Ha! Cocky bastard."

Gwen was silent. Roean had told her all this and more when Gwen cast the skull charm. After communing with Roean's skull, they made an agreement to help each other out.

"I'm a demon, Gwen. That's what I am. I exist to steal souls and drink life, and I always try to clean my plate. Lie to yourself if you want, but I know you were ready to let him die."

Gwen bit her lower lip, tears coming to her eyes.

"Oh, spare me!" Roean exclaimed. "When you looked on my skull, you heard my call, did you not?"

Gwen nodded, wiping her eyes.

"You hid that from Tubin, did you not?"

Gwen nodded.

"You disobeyed everything Tubin taught, didn't you?"

Gwen nodded again.

"Hasn't it made you powerful? You have a familiar, and this mansion. All the spell books, even his diary. What's the matter?"

"Tubin," Gwen said, looking down at her feet in sorrow. A mysterious wind was scattering the blackened remains of the wizard as she spoke. His corpse was vanishing.

Roean saw the young witch's outward display of remorse, and it enraged her.

"You can forget about him It's you I would be worried about."

"What's that supposed to mean?"

"Gwen," the succubus said, "You're a gifted witch, but you're weak and pathetic. You need to learn to kill for me. Kill without remorse, yes. Your victims will make a good source of energy for me, should I be forced to leave this world again."

"Where are you going now?"

"Why, right out the front door. It's time someone told the good people of Calico that there is a witch among them."

"No! Stop!" Gwen cried.

"You stop," Roean replied. "Skargrimmitch!" she intoned, and thrust her hand out toward Gwen. Chains unfurled from corners of the room, wrapped around Gwen's wrists and curled around her inner thighs. They drew her up, suspending her in the middle of the study.

"My my, it works so well," Roean murmured under her breath. Her demonic magic was limited on Earth, but Tubin's powers were well suited to Roean's needs, and her style.

"No! Don't leave me like this!" Gwen screamed.

"It will be so much fun though. When the guardsmen find you like this, just what will they do?" As Roean spoke, her horns, wings and tail melded into her body. A demure tan dress with white frills unfolded from nowhere, fitting loosely over her shapely contours. She looked like a peasant girl in her Sunday finest.

"There, I'm all ready to go now."

"Why, why!?" Gwen screamed as she left.

That night, a mob bearing pitchforks and torches came to the manor. Emboldened by the reports that Tubin was gone, a brave handful of guardsmen bounded up the stairs of the front porch and burst through the door, ignoring the screaming, wobbling stairs as best they could. Inside the house, they quickly found Gwen naked and chained up. They unbolted the chains and covered her in a thick blanket. Using rope, they tied her up in a bundle and took her to a jail in the mayor's basement. There, they placed her in one of two cells and locked her behind iron bars. The dim dungeon was illuminated by the yellow light of two flickering torches.

One guardsman was posted at the end of the hallway, up a flight of stairs. The other townspeople milled about outside, but soon dispersed. Standing on the other side of the bars, the only two that remained to watch Gwen were Mayor Stephen and Father Angelo.

"There was no body, Angelo" the mayor said. "The cook claimed that Gwen killed the wizard with witchcraft."

"No body, Stephen? None at all?"

"None, but Tubin informed me a month ago that he would be traveling. He has not been seen since."

Father Angelo nodded.

"Well," the minister began, "Seems to me that it would be an especially good indication of witchcraft. If Tubin is alive, he will clarify things, but I find it hard to believe he would condone witchcraft, whatever the circumstances."

"Oh, he surely would not. I know him well," the mayor said. "He has always warned his student against it, as I am told. The cook contends that she decided to become a witch while he was away."

"I'm not a witch!" Gwen cried, muffled by the blankets.

"Can you prove it?" Angelo asked. "We found you engaged in the most sordid of dark arts. If you are not a witch, what are you?"