A well-muscled man in dented plate armor trembled and panted, leaning on the greatsword he had stuck into the ground. His neatly cut brown hair was flecked with blood, and one of his pauldrons had cracked and fallen from his suit of armor. The two stood in an underground stone corridor lit by torches and with visibility extending only a few dozen yards down the hall.

"Amelia… We can't give up now," Gregor stammered, turning toward his companion. "That monster took Garsted and Tia from us, and you expect me to give up here!? She's waiting for us ahead-- mocking us!" He animatedly shouted.

Amelia bit her lip and trembled. She couldn't regenerate mana quickly and relied on recharging overnight during sleep or pulling in mana from nature around here. She feared she only had one or two spells left within this underground crypt before she was tapped. "We can't underestimate Lilith-- even if it seems we've struck a great blow. We should regroup and bring a battalion in for the hunt."

"Garsted and Tia are most likely still alive! If we leave, we doom them," he spat. "Fine… I will go alone. You can retreat," he stated flatly before lifting his blade, resting the flat side on his shoulder as he trudged onward.

Amelia opened her mouth to speak, but no words came. She bit her lip and hesitantly glanced between Gregor's disappearing form and the path behind her. 'What should I do?'

Gregor made it to the central crypt, a large room lit by braziers with various tombs and sarcophagi strewn about in an orderly manner. "Show yourself, Lilith!" He shouted as he reached into his pack and opened the half-bottle of lesser healing potion, downing it to restore a small amount of vitality. He dropped the bottle, letting it shatter upon the dusty, moss-covered stone floor. That was his last bit of healing potion, and he'd need it to face the great demoness, Lilith.

"G-- Gregor, is that you?" A feminine voice cooed in a sultry yet confused tone. A curvaceous, tan woman with crimson hair stepped out from the shadows, her body completely naked and coated in sweat as she trembled.

This woman wasn't Lilith-- so, who, then?" He held his sword before him and stepped back. "Don't come any closer, demon! Where is Lilith!?" He noticed this strange woman's dark, devilish tail and similarly colored horns.

"It feels really good-- I didn't want to change, but… Now that I have, it's incredible… Please join us; we can enjoy this together," the demoness demanded, walking forward as her pheromones filled the room.

"I said to stay back!" Gregor screamed, hoisting his sword as he charged forward to attack what he assumed to be a thrall of Lilith.

The mysterious woman dodged to the side, her tail lashing out and stinging Gregor's shoulder where the pauldron had fallen away. "Please-- please stand still, then you can join Tia and me more quickly," she purred with a tinge of sadness.

"Agggh!" Gregor cried, jumping away from the demoness as an intense tingling spread through his body from where the tail had struck. "Tia!? What did you do to her!? What in the hell is going on!" He demanded, holding his sword with one arm while clasping the wound with his free hand. "What did you d-- do to Tia!? And to me!?"

"You don't recognize me?" She asked with a tilt of her head before rushing toward Gregor at a startling speed.

Gregor's body throbbed and ached, his insides churning and pulsing with indescribable sensations. For a split second, he thought his armor might fit strangely, his sword growing a little heavier. 'Join them,' a small, almost inaudible voice chimed in his head. Through all these peculiarities, he barely dodged as the red-haired woman's tail narrowly missed his neck. "Stay back!" He shouted as his legs quivered. Had his voice heightened in pitch? He resisted the urge to touch his throat.

"It's your dear friend, Garsted," she sadly replied, stopping as she tilted her head and observed Gregor carefully. "Mistress Lilith gave me this new form. Aren't I beautiful?" 

Gregor's eyes widened in horror as he stared at the perfectly formed, nude woman standing before him, her amber-orange eyes staring into his very soul. "G-- Garsted? No-- no, it cannot be. You attempt to deceive me!" He cried, lifting his blade into the air while finding it increasingly difficult to wield it.

"It's true," she replied. "My new name is Garnet; Mistress Lilith has made me her precious daughter," she continued, strutting toward Gregor in a sultry manner, her dangerous tail swaying. Before Gregor could interrupt, she continued. "When we were stranded upon that frozen Cairn five years ago, we vowed to end demonkind. No one else knows of that vow-- a ridiculous vow in hindsight," she giggled.

"No… It cannot be," Gregor stated weakly, nearly collapsing to his feet. He could feel the tinge of Garsted's mana buried within the layers of demonic power. Garsted was supposed to be a heavily muscled man with ogre lineage, standing seven-and-a-half feet tall. Now, this vision of feminine beauty strutted toward him, standing no taller than five-foot-two or three at most. "Y-- You took pride in your muscles! The body you honed! You wished to marry your childhood friend and be a father!" He screamed, taking a couple more steps back. By now, his chest itched and felt swollen, his hips aching and contorting strangely while the base of his spine prickled with mounting tension.

Without warning, a powerful sting struck the back of Gregor's left knee, hitting a spot not protected by armor "Agggh!" He cried, nearly falling to the ground as the tingling within him intensified and rapidly spread. He turned and tried to hoist his sword, but his weakening arms couldn't keep up, and the massive blade crashed to the ground.

Another nude demoness stood behind with a warm, knowing smile. She had tits pushing into the F-cup range, an hourglass figure, tan skin, and purple hair pulled into a high ponytail. "Garnet is right, Gregor. She is who she claims, just as I am your dear friend and party member, Tia," she purred, her devilish tail flicking about.

Gregor moaned as his crotch throbbed and tightened to the point he thought his testicles may rupture at any moment. He staggered away, creating distance from both succubi so 'Tia' was to his front left and 'Garnet' was to his front right, with a mere dozen yards between them and himself. "This-- this can't be true!" Gregor squeaked, his voice noticeably higher. The jerking he wore under his armor grew uncomfortably tight while his body held itself strangely, with a low center of gravity and a noticeable sway to his hips. 'Female bodies are so much better… And female succubi bodies even more so. Join your friends,' the voice in his head chimed.

"Tia and I are happy, Gregor," Garnet warmly purred. "You'll love being a woman. I fought it at first and cried in dismay when my cock and testes dissipated. But, it feels so good-- so wonderful… I could never again imagine being in that overly muscled, abhorrent male form," she huffed in disgust.

Gregor wanted to scream and cry in anguish. His eyes darted between both succubi and then to the heavy sword lying on the ground. "Uggh…" He moaned as the succubus poison surged through his body. His nipples thickened as his budding breasts further inflated. Without a shred of modesty, he cupped the space between his legs and realized his worst fear was coming true. His now mostly taut scrotum had emptied entirely, and a pink seam split down the middle. He could tell his cock was no more than a head pathetically sticking from his pelvis while his urethra was sealed shut.

"Ahhh!" Gregor wailed, her voice becoming soft and womanly. Intrusive thoughts spilled into her head, and she wasn't sure if it was Lilith or her conscience. 'I'll be oh so beautiful. My friends and I will be happy together in our new female forms,' the internal voice urged. At the same time, her tail pushed out further, taking on a devilish spade-like tip. Her ass fattened while she felt the bones in her face crack and rearrange. “N-- No… I-- I can't accept this…" She snarled, taking a couple of shaky steps backward. The noticeable sway of her hips and fattened rear made the simple motion feel alien and unnatural.

Tia took a couple of steps toward Gregor before Garnet lifted a hand and shook her head. "Two strikes was enough. The process won't stop now," she promised Tia with a warm smile.

Tia grinned, her tail gleefully flicking about. "I'm soooo excited! All four of us will still be best friends-- Lilith is so generous," she purred with delight.

Gregor couldn't believe her ears. As a set of horns poked through the top of her head, she growled in anger and attempted to lift her sword. Unfortunately, her delicate arms could not do so while her lithe fingers struggled to get a firm grip. "I-- I don't want to be a damned succubus!" She squealed as her hair grew out, taking on a pale pink hue.

"Now, now," a new voice called out. Before anyone had time to react, Lilith appeared before Gregor, standing between Tia and Garnet. Amelia was completely naked and gripping Lilith while her body shuddered, and she let out small moans.

"L-- Lilith! What are you doing to Ame-- ahhhhh!" Gregor let out a lewd cry as her still-forming vulva convulsed in pure bliss, causing her nipples to harden and ache in response. Her pants grew too tight as her ass and hips continued pressing the fabric outward, causing the fabric to ride into her sensitive sex.

"You poor dear… Let me help you," Lilith laughed, brushing her long, ebony hair from her face before raising a hand. Dark flames wrapped around Gregor, and her clothes quickly disintegrated.

Garnet and Tia each took steps back, quietly and respectfully, allowing their Mistress to do as she pleased.

“Mmm-- oooh… Gregor, I…" Amelia cried as her tits and ass inflated before Gregor's eyes. Horns gradually extended from her head while her tail pushed out at an alarming rate. “It feels-- it feels good… We can-- we can be together like this… it's okay," she moaned, stepping back from Lilith as her insides churned and her bones popped.

Gregor barely noticed her clothes dissipating, wholly transfixed by the sight of Amelia's body reshaping before her eyes. She glanced from Amelia's ballooning chest down to her own, the sense of dread within her slowly shifting to wonderment and awe. 'These-- these are my tits… They look so perky and beautiful…' 

Lilith disappeared in a puff of black flame and reappeared behind Gregor. She then summoned a long mirror next to Gregor so she could see herself and Amelia. "My dear… Look how beautiful you're becoming…" She cupped Gregor's chin from behind and forced her to look at the mirror.

Gregor trembled and looked at her reflection, seeing the soft features and pale pink hair. She marveled at the feminine visage, but it wasn't complete, but the transformation seemed to have stopped. Her breasts weren't perfect, and her hip-to-waist ratio bordered on androgyny. To make things worse, her vulva looked mostly formed, with her labia showing only slightly and the head of a cock sticking out rather than a pretty pink clit. She wanted to scream in protest and curse the female attributes reflected, but Amelia's cries caused her to gaze upon her friend in confusion.

“Mmm-- ahhh… I can feel it-- the succubus hormones-- the mana… The hunger-- all of it…” Amelia groaned. Her ass continued to grow into large, well-proportioned cheeks with the perfect amount of jiggle. Her pussy twitched and writhed, reshaping slightly to have a tidier, more tucked appearance. All blemishes melted away while her teeth shuddered and formed a set of fangs. "Wait-- no, I shouldn't…" Amelia stammered, her eyes suddenly widening, tears falling from her face.

"You shouldn't what, dear?" Lilith asked innocently.

Amelia's breasts wobbled and grew a size larger, a piercing, shrill moan flowing from her lips. Her clit and pussy throbbed. “I-- I shouldn’t fight this-- I can’t fight it…”

As Gregor watched Amelia, her feelings toward her own reflection solidified. "I-- I don't want to be stuck in this in-between state," she choked, shaking her head as her eyes dampened. "I want to-" she paused mid-sentence. 'Say it-- say I want to be a man!' Despite her internal protests, her words betrayed her. "I want to finish my transformation-- I want a perfect pussy and tits like you-- like the others," she muttered, overwhelmed by both shame and jealousy toward the wonderfully shaped women all around.

"I'm so happy to hear that, sweetheart," Lilith giggled before snapping her fingers.

Gregor moaned, nearly falling as her waist tightened, her hips and ass taking on their final, utterly feminine appearance. Her crotch twitched and writhed, the remainder of her penis withering away and nestling within the forming folds of her vulva. She nearly cried out in glee when she saw her pussy taking shape. Unable to contain herself, she spread her sex open with two fingers and watched as her new urethra and vagina opened amidst the rosy pink flesh, her pussy repeatedly quivering as her nethers moistened with warm lubricant.

Amelia and Gregor moaned in unison, their tits reaching their final size while their bones took on a perfect hourglass shape.

Gregor felt her womb grow beneath her navel, a sense of pride welling within her. "I-- I could be a mother…" She muttered out loud, feeling deeply aroused and conflicted by the prospect of growing a child within her and then birthing it.

"Yes, isn't it wonderful?" Lilith laughed as Amelia and Gregor finished their changes, becoming two new and powerful succubi for her brood. "You need a better name, one that suits your succulent new body," she insisted, cupping Gregor's tits from behind and giving her nipples a pinch.

"Ooooooh!" Gregor moaned in ecstasy as painful yet pleasurable shocks cascaded through her chest. Her new pussy twitched in response, eager to be played with. Any semblance of male pride melted away in this moment.

"You will be my sweet little Gracie. There's so much to teach all of my new daughters," Lilith laughed, pulling back from her new pet.

Gracie shakily glanced around the room, eyeballing the succubi before looking at her reflection. With long, pink hair and girly features, she fit right in with them. There was nothing left of Gregor, only the succubus known as Gracie. “I-- I will… Still be with my friends?" She asked weakly, gripping her arm in embarrassment. Her fighting spirit had completely diminished; she could not and would not try to fight Lilith.

"But, of course! I'll be teaching all of you personally," she laughed, casting a glance toward Amelia, who was groping her breasts and feeling her new curves.

"I'm so feminine-- so beautiful…" Amelia said in awe, nearly giggling as her new tail moved excitedly.

A few days later, Lilith was giving the two succubi who were previously men a lesson. "And there you are! You can trim or shave downstairs however you like," she grinned.

Gracie and Garnet sat on the floor with their legs spread, backs against cushions, and mirrors in front of them. Gracie bit her lip in embarrassment, eyeing her perfectly formed vulva before moving in with the razor. Garnet already seemed to have gotten the hang of it. 'This-- this is my pussy; I need to know how to take care of it,' she reminded herself.

Lilith grinned devilishly. "I think you need a hands-on demonstration." She positioned herself by Gracie's side and took the razor.

“B-- But…” Gracie mumbled in shy protest, but it was too late.  

"Like this… Hold still…" Lilith cupped Gracie's vulva with her hand, applying a small amount of pressure as her dark aura radiated into the fledgling succubus' body.

"Mmm-- ahhhh!" Gracie squealed as her pussy convulsed with pleasure, her clit and vagina spasming in unison. It was a different sensation than anything she had felt as a man. Everything was significantly more sensitive.

"I needed to open those pores, not let's get started." Lilith gently parted Gracie's labia and adjusted her womanhood into the proper position.  

Gracie blushed furiously as her pussy ached, desiring more. She could clearly see how aroused and engorged her feminine flower was in the mirror. Lilith carefully applied the razor, shaving Gracie's pubic hair into a cute, well-manicured trail. For the novice succubus, this felt like foreplay. Her vaginal walls ached as she watched Lilith deftly shave her feminine flower. Why was this so damned erotic?

"Now, it's time for a lesson on penetration. As ex-males, it's an important sensation for you to experience firsthand," Lilith purred.

"Oh?? Finally!" Garnet purred, sitting up with her legs crossed and tail moving animatedly.

Gracie was the shyest of the four new recruits and couldn't help but blush in response, pushing her legs together. "H-- How will we do that?" She murmured.

Lilith stood and snapped her fingers. With a poof of shadowy flames, she had split into two identical versions of herself. Both looked exactly the same except for one significant difference.

Garnet squealed in delight. "We will get to experience it together! How wonderful," she purred, putting a hand on Gracie's shoulder.

Gracie stared at the monstrous cock standing erect between the legs of both Lilith's. She wanted to protest, but her instincts screamed for her to embrace and accept the mighty shaft into her virgin body. This was going to feel incredible, wasn't it? She grew excited despite herself, nearly salivating. “Y-- Yes… How wonderful," she purred.