Zariah, a professional magical girl, hummed to herself as she finished the last of the chocolate. It was Valentines day, the first since she had joined the magical girl team. While she had nobody she was particularly interested in, she didn’t see that as any reason not to give people chocolate. Where she came from, friendship chocolate was definitely a thing! So here she was, making chocolates for the other girls. They were a team, and had gone through a lot together. Even the… strange ones. So, it was only right for her to make chocolate for everyone! Once everything was wrapped and stored in a small satchel (there was a lot of chocolate to handle by hand!), Zariah left the kitchen in search of the others.

It wasn’t long before she found one. “Lyla!” Zariah called to her fellow magical girl, rushing up to the woman. She was about to just give her chocolate, but it occured she might not know the holiday. “Say, do you know what Valentines day is?” she asked.

Lyla raised a hand in greeting as her newest coworker approached, then raised an eyebrow at the question. “No, can’t say I do. Is it something special?” Lyla asked. She definitely wasn’t native to any of the usual places magical girls in Matsushita came from - Japan and America seemed to provide a disproportionate number of immigrants.

Zariah nodded fervently. “Yes, it is! It’s a special day for spending with those you love!” she said, “Where I come from, it’s usually celebrated by giving your significant other chocolate. Or just your friends if you don’t have a boyfriend…” she trailed off for a little, before shaking her head. “Anyway, I made some for the whole group!” With that, she offered a small box to Lyla.

She regarded it with some thought. “...Sweets aren’t really my thing, but I’ll take it if it’s important to you.”

As she took the chocolate, there was a laugh from down the hall. Lyla and Zariah turned to look at whoever it was interrupting them, expecting a staff member but instead seeing a tan woman with bright white hair and golden eyes… and wearing a very revealing sash and loincloth and nothing else.

Zariah blushed and averted her eyes, while Lyla on the other hand stepped between her and the intruder. “Who are you?” she asked, “You come looking for a fight? I’ve never seen anyone looking like you around here...” Besides the odd converted minion, Zariah thought. They didn’t tend to wear much either.

“Oh, I’m nobody special. Call me… the spirit of Valentines Day!” the woman giggled, as if she’d made a funny joke. “Or just Valentine for short!” she grinned at Lyla. “You seem so tense! Shouldn’t you relax and eat some chocolate? Maybe get with someone you like? You got a pretty cute girl right there~”

Zariah blushed harder.

Lyla cracked her knuckles, and got into a wrestling stance. “Well, like I said, I don’t much like sweets. I don’t think you’re supposed to be here, are you? I can help you find the door, if you don’t get out yourself!”

Suddenly, the woman - “Valentine”? - vanished. Zariah blinked, and looked around - only to see her top half coming out of the chocolate box she’d just given Lyla! “Oh nonsense, I am welcome wherever there is Valentines Day! And that includes here!” Somehow, she made an acrobatic flip out of the box (resealing it as she left) and landed right in front of Lyla. “But you don’t like sweets? That’s ludicrous, all girls like sweets! I think I can show you the value of sweets myself~!”

Before Lyla could move, Valentine planted her lips on Lyla’s. The young woman made a surprised “mmph!” sound, pushing the woman off of her hard enough to send her flying back several feet, although she managed to pirouette in the air and land on her feet. “What- how did you- the hell?” she stammered, more angry than anything, as she stomped towards Valentine.

“Oh, that was incredibly rude, miss Lyla! Is that how you respond to a kiss?” Valentine said, a clearly false hurt in her voice.

“When it’s something like that, yes!” she said, breaking into a run and getting a surprisingly not resisting Valentine into a wrestling hold. As she was about to continue the attack though… she found she couldn’t move to harm her. She was not paralysed, but any action to harm Valentine stopped before it even started.

The so-called spirit turned in Lyla’s loosened grip and looked at her soon to be victim. “Aww, even when I’m just showing you the power of sweets?” she said, grinning wickedly.

Zariah gasped as she saw what was going on. Lylas lips had turned… brown? But not a normal brown, more like… chocolate-brown? Valentine stuck out her tongue a little bit, showing a bit of chocolate on the tip. “Doesn’t this look delicious? Don’t you want some more?” she said.

Lyla tried to resist. She really did. But the kiss from earlier was messing with her mind. With only a moment’s hesitation, the muscular woman lifted the much lighter and smaller, chocolate-themed woman to eye level, and brought her in for a kiss. Zariah could do nothing but watch as the changes to her friend took place.

It was a slow process, starting from the mouth and seeming to spread from there (faster to go down than up). Valentine was very attentive even while she made out with her victim, hands (suddenly covered in chocolate) rubbing all over the magical girl’s body. Wherever she touched, a stain was left that seemed to melt into her body and change her skin, going to a darker brown. Similar to Lyla’s lips (and now the rest of her mouth), it wasn’t a natural brown but a milk chocolate color.

“My my my, your kisses are quite delectable Lyla~” Valentine said after briefly disengaging. “But I do think we need to unwrap this sweet treat, for now~” she said. With a gesture, Lyla could not control herself - she tore off her own clothes, revealing her skin alternating between her natural color and the milk-chocolate at seemingly random places. “Now this simply won’t do, chocolate needs to be very smooth and consistent.” Valentine tut-tutted, and promptly decided to change that. While she continued to rub with her hands, she also added her tongue to the mix, speeding up Lyla’s conversion.

Lyla shivered with what looked to Zariah to be pleasure as Valentine stroked her skin, with hand and tongue. Her kiss had been utterly intoxicating, nevermind the feeling of her tongue on Lyla's skin. She couldn’t resist, it was a simple impossibility. When Valentine’s tongue reached her breasts, she let out a shuddering moan.

Zariah tried to help, she really did. Already, from the mouth down to her chest, Lyla seemed to be almost made of chocolate! This kind of transformation often happened, when a villain took magical girls by surprise. But this was their home base, that wasn’t supposed to happen here! She sent a blast of wind towards Valentine and Lyla, hoping to blow them apart from each other, but they stayed where they were. In fact, it didn’t look like Valentine had been at all bothered.

“Oh hush, you. You’ll have your turn.” she said, before going back to the increasingly overwhelmed Lyla. What parts of her face hadn’t stiffened into chocolate were a mask of arousal, now-chocolate tongue lolling out of her mouth and her eyes unfocused. It felt so good. It was so tasty. So good… the words pounded against her mind as her body changed.

Valentine kept up the pace, taking sloppy, sensual licks of the breasts before her, quite quickly converting them from their squishy and soft form to one she considered far more appropriate for one who did not understand sweets: Solid and delicious chocolate. The noises Lyla made urged her on, while her hands trailed down the woman’s body, converting her muscular core to even more milk-chocolate goodness, making sure to smooth it out as she went.

With a parting lick to the sugary sweet breasts, Valentine dropped to her knees, eye level with Lyla’s damp vagina. She licked her lips, made sure she had sufficient chocolate on hand (and on-tongue~), and practically dived in. What had been a low moan became almost a shriek of pleasure, as Lyla felt the tongue raking across her pussy, changing and converting it into ever more chocolate while thoroughly satisfying all the lewd urges that had been generated by Valentine. At the same time, the self proclaimed spirit of valentines day groped and gripped Lyla’s hips and delightful ass, turning that into chocolate as well.

After licking her fill, Valentine withdrew and got back up to her feet. From the nose on down, Lyla had become chocolate. “Ehehe… I bet you understand the value of sweets now, huh~?” she asked the girl.

Lyla moaned again, nodding. She did understand. So good, so sweet, so good, so sweet…

“I bet you want me to finish turning you into chocolate, hm? It’s the only way to make up for dishonoring it before.”

Lyla again nodded. She wanted to be chocolate. She really wanted to become chocolate. So good, so sweet…

Valentine smirked. “Then become chocolate~” she said sweetly, and kissed her again, with Lyla helping her reach the appropriate height.

With the kiss, the change accelerated. While Valentine’s hands stroked through Lyla’s hair, converting it into chocolate as well (although not milk chocolate, but white chocolate, providing a striking contrast), her kiss began to change the rest of her face. Soon, all of her head but for her eyes was a delectable confection. And soon, so were her eyes, going blank as she was completed.

Valentine got out of Lyla’s arms, the magical girl now apparently a chocolate statue, and inspected her work. “Hmmm, hmmm hmm hmm~” she went, more to herself than anyone, and she glanced at Zariah. “Why, doesn’t she look delicious now?” she said, picking up the box of chocolates that Lyla had dropped.

Zariah was staring with shock. “What did you… what did you do to Lyla!?” she cried out, although it was pretty clear.

“I showed her the value of chocolate!” Valentine said in that same sickly-sweet tone, as she popped one of Lyla’s chocolates into her mouth. “Ooooh, this is good! Did you make this, dear?”

“I-It was for Lyla, not for you!” Zariah stammered, getting more angry than scared.

“She might have needed some help, but I see you truly understand the spirit of Valentine's Day!” Valentine continued as if Zariah had not spoken. “I think you can help me spread the love to all, with a little bit of adjustment~ Won’t that be so… sweet?” she said with another wicked grin.

Zariah stumbled backwards. She saw where this was going. “I-I don’t want to be chocolate-”

“Oh, don’t worry about that, you don’t need quite the same lesson…” Valentine turned around the chocolate Lyla, and snapped her fingers. First, some ribbon appeared to cover Lyla’s naughty bits, although only barely - “Some candy wrapping to start…” And then, she blew a kiss at the statue. “My lovely chocolate servant, wake up~!” she cried.

For a moment, nothing happened. Then, Lyla began to move. The motion was somewhat stiff, as she was made of milk chocolate and not of liquid chocolate, but move she could. The chocolate covered Lyla kneeled before Valentine, expression completely neutral and blank. She was chocolate. Valentine was mistress. That was all that mattered, none of that silly “identity” business.

“I dub thee, Choco-Lyla.” Valentine said with false solemnity, tapping Lyla - no, Choco-Lyla now, on each shoulder as if she was knighting her. “Arise, Choco-Lyla, and serve your new mistress~”

Robotically, Choco-Lyla stood. Her - It? - tilted it’s head, questioning. What was it’s first mission?

“No…” Zariah breathed. She needed to get help, she needed to find someone, if they could defeat Valentine then Lyla would go back to normal-

“Choco-Lyla, restrain your former friend!”

With motion too fast to be normal, Choco-Lyla was on Zariah. In an instant, it had put Zariah into the same wrestling hold that Lyla had attempted on Valentine before being transformed. Zariah struggled, crying out for Lyla to wake up, but Lyla was gone. Only delicious chocolate servitude remained in the new golem’s mind.

Valentine approached, grinning that wicked grin. “She’s much more delicious like this, don’t you think? I believe you will be quite delicious too, although not in the same way.” she said casually,  approaching Zariah.

“I-I don’t want to be choc-” Zariah began to protest, but Valentine interrupted her with a kiss. “Mmmmph! Mmmmph! Mmmph…” Zariah had begun to panic, to try and struggle. But Choco-Lyla’s grip was strong, and Valentine’s kiss… utterly intoxicating. Zariah struggled, trying to break free, but the struggling got weaker and weaker…

Valentine kissed her deeply, intertwining her tongue with Zariah’s, making sure she was good and ready. Zariah would not be made into another chocolate golem. She understood Valentines Day well enough as it was. No, she would turn this magical girl into a different kind of servant, to help her spread the love. As she withdrew, Zariah’s blushing face wore an expression of confusion. This was… bad, right? It was supposed to be bad. But Valentine’s kiss tasted so good. So how could it be bad?

As Zariah worked through this logic, Valentine did not wait around. “Choco-Lyla, unwrap our little chocolate here~” she said. Choco-Lyla obeyed, tearing Zariah’s uniform apart, then her undergarments, leaving the magical girl naked and vulnerable to Valentine’s attentions. Valentine nodded approvingly. She was cute, but she could be improved.

She leaned in, kissing her way down Zariah’s neck and causing the girl to moan. The touch of her lips felt so good~ Where Valentine touched, Zariah changed. In the same way Lyla had turned to chocolate, Zariah’s skin tanned. She was a pale girl, naturally, spending most of her time indoors. But Valentine was setting out to change that, with her fingers and her lips. “Mmmhn~ N-No… we can’t…” she moaned.

“But why can’t we? Doesn’t it feel amazing? Don’t you feel the spirit of Valentines Day?” Valentine teased as her fingers roamed. One hand had begun to grope Zariah’s breasts, turning them tan and at the same time causing them to grow. “Don’t you want to help me? Don’t you want to help your friends understand~?” she teased, returning to eye level with Zariah and giving her a kiss on the cheek, tanning that as well.

Zariah shouldn’t. It was an intruder. She was transforming her, had transformed Lyla. But was she so wrong? It was Valentines Day. She’d made chocolate for everyone, even! Zariah moaned as her change continued, as Valentine’s hands approached her vagina and her mouth kissed around her face. “Mmmhn~ P-Please…”

Valentine smiled, as she sent a finger down Zariah’s pussy, pleasuring her and changing her at once. She loved the girl’s moans. And her mind, it bent and broke so easily! She would make an excellent accomplice, when Valentine was through with her. “Please what~?” she whispered into Zariah’s ear, giving it a lick and causing Zariah to let out another noise of pleasure.

Zariah’s body shook with arousal, as her mind buckled and bent under the pressure. She wanted this. She wanted this more than anything. “Please… please let me help you…!” she moaned, her volume raising as Valentine’s fingers forced her to orgasm. Valentine grinned, and gestured to Choco-Lyla. The golem released it’s captive, and kneeled to start kissing it’s way from Zariah’s bum down her legs, transforming her just like Valentine was.

“Of course, Zariah… or I suppose I should say, of course Valentine~” Without any warning, Valentine launched into another deep kiss with the girl. It was a deep make-out session, Zariah moaning into her mouth as she was pleasured and changed. Like Lyla, her face swiftly changed, tanning to match her captor’s, and her hair went white.

“Mmmhn~” she moaned. She heard Valentine’s statement. She called her Valentine? But she was Zariah! Not that that really mattered. Her job was to spread the cheer and love of Valentine’s day. Didn’t that make her kind of like a spirit of the holiday herself? And the Spirit of Valentines Day was Valentine. So, therefore… as the change reached Zariah’s eyes, turning them from their lovely brown to a bright gold like her captor’s, Zariah’s mind broke. She wasn’t Zariah. She was Valentine.

One Valentine withdrew with a grin, snapping her finger to have Choco-Lyla withdraw. The other Valentine grinned right back, looking like she could be the first’s sister. The chocolate golem tapped into some of Lyla's old powers, and Choco-Lyla summoned a chocolate horse for them to ride. “Why hello, Valentine,” the new Valentine said. “Thank you ever so much for allowing me to help in our mission~!” she said cheerfully. She was mostly the same, the primary distinguishing feature being hairstyle.

The original Valentine bowed like a player after a show. “It was the least I could do, Valentine. You so clearly demonstrated the spirit of the holiday, you simply had to be one!” she said.

The new Valentine laughed. “Ah, that’s so nice of you to say! But in any case, while I’d love to stay and chat, I do believe we have a job to do!” she gestured to the satchel full of chocolate, the only thing she was wearing and the only evidence of who she had been.

The original grinned. “But of course. Before you leave, though…” she snapped her finger, and ribbons appeared from nowhere and wrapped themselves around the naked Valentine. “Some new wrapping to fit the new chocolate~” she said cheerfully, turning and vanishing to find a new victim.

The other Valentine hopped on the chocolate horse. “Choco-Lyla, onwards! We have friends we need to spread the spirit of Valentines Day to!”