Near total silence reigned over the magic academy's corridors. Even the students with a more lackadaisical attitude towards their education had turned in for the night, and the faculty were long since asleep. All the lights were out, every window closed, every candle extinguished.

Except one.

Hunched over a desk in the library was a lone figure. Oaken bookshelves hundreds of years old surrounded her, loaded with tomes and grimoires of equal or even greater age. Gothic arched columns along the walls framed alcoves of even more books, and moonlight streamed in through the massive picture windows on the outer wall.

The lone, short figure turned a page in the book she was studying by the light of the candle next to her. She wore the simple, hooded purple robes of a novice; one day she'd get one of the fancier robes with the golden trim around the edges, but those were only for senior students. And she'd never make senior if her performance didn't improve, and soon.

Her struggle was not for a lack of effort or even skill on her part. By most measures, Lilith was a good student, consistently passing her written tests and turning in all her assignments. But her practical tests in anything more abstract than alchemy were abysmal, and her written tests could only keep her afloat for so long.

And so, having lost count of how many times so far she had done so, Lilith once again carefully examined the diagrams in the book. She made sure she could recite the incantation from memory. She went through the hand gestures, stopping at each step to make sure they exactly matched the ones sketched on the pages. Then she closed her eyes and did it again to make sure she had it all committed to memory.

The wooden feet of the chair scraped on the marble floor as she pushed it back to stand up, but as far as Lilith knew, there was nobody else around to hear it. It was such a simple spell. A cantrip. A simple magical light source. A novice should have learned it in their first month, maybe even their first week if they were gifted. The fact that it still eluded her was embarrassing, despite the encouraging words her teachers and friends gave.

Lilith took a breath and lowered the hood on her robe, revealing a human face and alabaster skin. She reached up with one bare hand and brushed her brown hair away from her face, a forelock still dangling down in front of her ears on both sides of her head. Taking a breath, she stood with her arms at her sides, trying to focus. There were no distractions, no sounds, no people around; these were ideal conditions for her to cast a spell that experienced mages routinely could manage even in the middle of a crisis.

She shook her head. Surely even the greatest mages had once been novices like this, struggling with something or other, right? She raised her right hand, holding the fingers curled forward, the middle finger and thumb almost touching. Her digits moved as she recalled the gesture from memory, each word in the incantation coming from her mouth one after another.

Speaking the final word, she opened her eyes. There was no change, even though her hand was holding the correct pose for the final movement. Not even a spark of light. But she wasn't going to give up that easily, and she returned her hand to the starting position of the spell to try again.

Again and again, Lilith cast the spell – or at least, she attempted to. Each time, there wasn't so much as a flicker of light. She began to grow frustrated, her recital of the incantation growing louder, her hand motions faster and less focused. One of these times it would have to work! She had studied so hard!

Losing all her patience, Lilith made one final half-hearted attempt, inserting a colorful expletive between each magic word. Unsurprisingly, nothing happened at the end of it, and with her anger partly vented, Lilith slumped back into her chair with a sigh before burying her face in her hands. She was going to end up failing, and then what? What was she doing wrong? How could-

Her despairing thoughts were interrupted when she felt a hand on her shoulder. Surprised, Lilith let out a yelp and leapt forward onto her feet, whirling around to face whoever it was.

The other person was quite a sight. She stood tall, taller than Lilith – not that that was terribly impressive, given Lilith's short stature – and that wasn't even taking into account the large, curled horns on either side of her head. Her hair was a rich brown color and went down to her shoulders, while her skin was a pink so deep it was almost crimson, marked by jet black stripes here and there reminiscent of a tiger. Her eyes were a brilliant blue that glowed in the darkness of the library, and her ears were pointed. Two large bat-like wings with deep reddish-brown membranes were folded behind her, and a long tail ending in a point swayed idly behind her. Every visible inch of her skin was perfectly smooth and unblemished, a sight that Lilith might normally have found stunningly beautiful if she hadn't been scared and surprised.

Her outfit immediately marked her as someone who was not part of the academy. Gold and silver jewelry laden with precious gems, particularly rubies, hung from every available part of the woman; bracelets, necklaces, a choker, anklets, and earrings all reflected the dim light of the candle on the desk. Fine, fingerless black silk gloves stretched from her hands all the way past her elbows and up to her shoulders, while her legs bore stockings that covered the area between her thighs and ankles, but left her digitigrade feet, complete with hooves, uncovered. Strips of black silk went over her shoulders and across her breasts, then down between her legs, providing covering but leaving very little to the imagination.

But the elaborate, glowing turquoise tattoos on the visible parts of her body, and even more importantly, the diamond-encrusted tiara upon her head, immediately told Lilith that this was someone important. Someone she ought to have recognized, perhaps – if only she hadn't been spending all her time studying. The young novice's eyes darted back and forth, weighing her options, but the other woman simply chuckled.

"You have nothing to fear, I mean you no harm," she told Lilith in a regal, yet friendly voice. "I am here as a guest."

Lilith relaxed a little, but remained a little wary of the visitor. "Sorry," she apologized, giving the best bow she could muster, "you surprised me. I didn't expect anyone else would be up, much less here."

"They don't call us creatures of the night for nothing," the visitor said mirthfully. "I decided to go for a walk, and heard your, mm... unorthodox incanting."

Lilith hung her head, glancing off to the side. "I'm sorry," she repeated, "I got frustrated and lost my temper. I hope I didn't disturb you."

She felt a finger under her chin raising it up, and found her gaze being brought back to the other woman's face. "Nothing to be ashamed of, or apologize for. You're a student here, aren't you? You won't get everything on the first try."

"It's not the first try," Lilith explained, "I've lost count of what try it is. I've tried so hard, over and over, and I can't even cast the simplest spells. I'm no better than when I came here. I must... I must not have any magical talent at all." Her frustration gave way to despondency, and she slumped her shoulders.

"No, that's certainly not the case."

Lilith brought her gaze back up to the woman, trying not to let it linger too long on her barely-concealed body. "Huh? What makes you say that?"

"I can see potential in you. Perhaps it needs a spark to get it started, but it's there," the woman answered.

Lilith was unsure how to respond to that at first. "How can you tell?" she asked eventually.

After a few seconds of chuckling, the woman answered, "My dear, I'm the queen of the succubi; Queen von Tempest. You don't get to my position without knowing a thing or two about magic."

For a moment, Lilith was stunned, many thoughts running through her head. This woman was a queen? The queen of the succubi? What was she doing here? Had she missed that announcement during one of her extra studying attempts? And what was the queen doing here, talking to her? Was she expecting Lilith to behave in some particular way? Did she need to bow? To start calling her 'your highness'?

"Oh, um," Lilith stammered after a moment to break the awkward silence that had taken hold, bowing down as much as she could. "I had no idea, I'm s-"

Lilith's apology was silenced by a crimson finger being pressed against her lips. "Hush," the queen told her, "do not treat me like a mortal ruler. Talk to me like you would one of your peers. What is your name?"

Rising back into a standing position, Lilith looked up at the queen's face. "Lilith," she answered, "Lilith Wolf." The queen nodded in acknowledgement, and Lilith hesitated, trying to think of something else to say. "So, don't you have any guards or anything...?"

The queen shook her head, resting one hand on her hip. "No-one at this school is a threat to me. I'm simply here visiting an old friend of mine."

"Ah. I see." Lilith took a breath and gathered her courage; she had to try and ask. The worst the queen could say was no. "So... if you think I have potential, could you teach me? Even just a little help? I... I'm a mage who can't cast any magic. If I can't improve soon, they'll throw me out."

"Teach you? No," the queen answered, and Lilith's heart sank. "But," she continued, giving Lilith a glimmer of hope, "I may be able to give you a little of my power. It might serve as the spark needed to bring out your true potential. I've never done it before with a mortal, but I think it ought to work."

"Yes!" Lilith burst out, pausing a moment before calming down. "I mean, please. I'll try anything at this point. I'll do anything you want in return. Just please help me. Nothing else I've tried has worked."

"First, you should get some sleep," the queen told her. "I know that your kind are not meant to be awake this late. Secondly, I am returning to my palace tomorrow afternoon. I will take you back with me – I do not have any of the necessary things for the ritual here."

"Okay," Lilith agreed immediately, starting to gather her things from the desk. "Where can I find you?"

"Don't worry about that, my dear," the queen replied, running a finger along Lilith's cheek and making her blush, "I will find you."

--------------------

However, the following day was rough. Lilith woke up late and had to skip breakfast to rush to class, and her rumbling stomach distracted her. Between classes she was finally able to sneak off and get a snack, but her teacher came by at the end of the second lecture and told her – gently but firmly – that Lilith's grades were not going to be sufficient to pass based on her theoretical knowledge alone.

She had completely forgotten about her nighttime encounter, and after lunch and another lecture, she was tired and ready to head back to her room for a nap. Making her excuses, she left the group of her friends and went back to the dormitories, but just as she was about to open the door to her room she felt a hand on her shoulder.

She almost spun around, but she was reminded of the previous night, especially when she turned her head and saw the succubus queen standing behind her. "We really must stop meeting like this, darling," the queen told her with a smirk.

"Oh, er..." Lilith fumbled.

"You didn't forget I was coming, did you?"

Lilith looked down at the floor and shuffled her feet. "I... may have. I'm a little forgetful," she explained.

"It happens. So, are you ready to go?" the queen asked.

"How long will I be gone for?"

"Mm, hopefully just a few hours," the queen replied, "I should have you back before bedtime. Though we do have plenty of spare beds available if you wish to stay the night..."

Lilith felt a little uncertain, but the chance of being able to finally solve her magical problems was too good to pass up. "I think I'll be fine, thank you," she said. "But, er, what do you want in exchange? I don't have very much money, and..."

"You owe me nothing," the queen told her, cutting her off. "I want to help."

"Oh. You, er... aren't making a deal?"

The queen gave her a good-natured smile. "That's demons, dear, not cubi," she chided, "We're still people just like you, despite our differences. I saw someone in trouble, and I want to help."

It seemed almost too good to be true, but Lilith nodded regardless. "Okay, thank you. I'm ready to go, then." As the queen reached out with one hand, gesturing with the other, Lilith began to ask, "But where are we go-?"

Everything seemed to become distorted when the queen took hold of Lilith's arm. The corridor beyond the queen extended off into the horizon, and Lilith's half-asked question stretched out. She felt blood rush to her head as her surroundings became blurry, with only her own body and the queen's remaining in focus. Everything went white, then faded back in, and Lilith saw new surroundings come into focus around her, untwisting and taking on sensible architectural proportions.

"-ing?" Lilith finished, before staggering a little from her wooziness.

The queen kept hold of her and helped steady Lilith on her feet for the few moments it took for her to regain her bearings. When her head stopped spinning, Lilith looked around. She definitely wasn't in the academy any more; the walls were a dark reddish color, but made of a polished stone of some sort, with black marble on the floors that had white streaks running through it. The room she was in was some kind of magical workshop, with a large open space in the middle. Against the walls were bookshelves, a desk, and shelves of other tools and components for spellcasting. A chandelier hung from the ceiling, but the lights on it were small magical orbs, not candles. The air was quite a good deal warmer than around the academy, too.

"Welcome to my palace," the queen told Lilith, "or at least, my own private study in my palace. Make yourself comfortable."

As she opened her hooded robe and took it off, Lilith paused to look at the nearest bookshelf. Some of the titles were ones she had seen before, even if she hadn't read such highly advanced books, but several of them not only were books she hadn't heard of, but the script on the side was unfamiliar to her. Sometimes the letters even seemed to glimmer, writhe, or twist as she tried to look at them, and she turned away to avoid getting a headache. Underneath her robes she was wearing a light and plain blue dress and a pair of sandals; practical clothing, sure, but perhaps she was underdressed for the occasion.

Looking around for somewhere to hang up her robe, she saw that the queen had not wasted much time in getting comfortable either – the succubus had done away with her clothing entirely, though her jewelry remained. Lilith couldn't see where the silk clothing had gone, and started to wonder if they had just been illusory the entire time.

Now, the queen's body was exposed fully. More of the tiger-like stripes adorned her arms and legs, and Lilith could see the large deep red nipples on the queen's bare breasts, and the slit between her legs, those features just as perfect and unblemished as the rest of her body. Her tail looked much the same as before, but as Lilith watched, the pointed tip shifted and changed its shape into a hand, curling around in front of the queen to take a book from her hands that she was holding.

"I would like your help to set this up," the queen told Lilith nonchalantly as she turned back to the shelf and took another book off it. "I could do it on my own, but it will go much faster with the two of us."

Lilith draped her robes over the back of the chair by the desk, wondering if she was actually overdressed. But if she was, the queen didn't bring it up, and instead gave Lilith directions from the book; draw a circle on the floor, set down candles, inscribe runes, and so on. She followed the instructions to the letter, taking care in her work; she badly wanted this ritual to work, whatever it entailed.

"...then sprinkle a little gold dust in a circle around the center, and that should finish it," the queen concluded, snapping the book shut and setting it down on the desk. "Just stand in the center, and I'll take it from there."

Lilith did as she was told, first finding the box of gold dust and carefully scattering it in a circle around the center of the chalk markings on the floor. She returned the box quickly, dusting off her hands, and ran back to the center of the circle to take up the indicated spot. Her heart was pounding, unsure of what was about to happen, but if it worked, if it really worked, she could finally turn things around...!

She watched the queen stand near one of the candles, holding a different book than the one she had had before. When she began to chant, it was in some infernal language Lilith didn't know, full of sharp sounds and short words. The lights seemed to dim, the markings on the floor glowed, and Lilith felt a little uncertain; but she knew enough about magic to know that while things -might- go wrong if she did nothing, they would -definitely- go wrong if she interrupted the ritual, so she kept herself still and silent. Her eyes followed the gestures of the queen's hands – even her tail-hand seemed to get in on the action too – but she only recognized a few of them. Whatever was being done was some very advanced magic.

Then, with a final word, the queen thrust her right hand forward, towards Lilith. Both it and Lilith's body began to glow with a pulsating red light, and Lilith suddenly felt power. Magical power. She felt attuned to the magic around her; the lingering but nonetheless potent magic infused into the circle on the floor, the minor magical aura of the chandelier above, and the immense reserve of power in the queen. That last magical aura was exactly the same as the one that Lilith herself seemed to be now radiating, albeit far less intensely.

Lilith stared at her hands as they glowed in wonder and awe. Did it work? There was only one way to try it. She brought up her right hand, thumb and middle finger nearly together, and traced out the light cantrip she had failed at the previous night. A few words and gestures...

...and an orb of light burst into existence in the palm of her hand, more powerful than she had intended, illuminating the whole room, including herself, and the queen, who lowered her outstretched hand and looked on with a pleased smirk.

"Hah... it worked!" Lilith exclaimed in disbelief, "it actually worked! I can use magic now! I can... I can..."

Her euphoria was short-lived, as she suddenly felt dizzy again. Lilith put out her hand in reflex to try and grab something, but she was in the middle of the room; there was nothing to grab. She fell to her knees with a groan, one hand holding her head as the other braced herself on the floor to stop herself from falling over completely. The spell she had been focusing on fizzled out harmlessly, plunging the room back into dimness.

"Lilith?" the queen called out, running over to her and holding her by the shoulders. "Lilith, are you all right?"

"Ahh, I..." Lilith began, closing her eyes. She felt warm all over, far too warm. The power remained, but it was doing something to her. Something inside her.

The dizziness faded a little bit, and she opened her eyes, looking at the hand she had been holding to her head. Her skin was crawling, and she soon saw why; it was rapidly changing in color! Before her eyes, her entire hand from the wrist up grew darker until it was a brown color, and the nails on it turned black, the middle parts extending and sharpening into small ebony claws.

"What...?" Lilith wondered aloud in shock, bringing her other hand up to look at it, seeing similar changes happening to it. Below the wrist, the brown skin faded into a pinky-purple, with several darker stripes showing up on the surface of her skin in a pattern not unlike that of a tiger... or the succubus queen.

"Oh no, Lilith!" the queen exclaimed as she saw what was happening, but Lilith barely registered her words. She felt something swelling on her back; it didn't hurt, but there was something inside her, something that wanted to get out. She panted for breath as the color change continued to spread across her, up her arms, and underneath the sleeves of her dress. She tried to stand, but the swelling on her back grew in intensity, straining at the fabric of her dress, and she dropped to all fours...

Letting out a cry of surprise as the fabric of her dress gave way, Lilith heard the fabric ripping and stitches popping as her dress was torn apart by two large bat-like wings that stretched out to their full width, unfurling behind her. She turned her head to try and look at them, uncaring of the fact that she was left in only her panties; the wings looked much like the succubus queen's, but the membranes were a deep purple color, fading to indigo at the bottom, while the wings themselves were the same pinky-purple and brown as her arms, with tiger stripes to match.

Experimentally, she tried to move the wings. It was an alien feeling, suddenly having two extra limbs she'd never had before, but she got the little hand claws on the top to flex, and somewhat managed to fold her wings so they weren't stretched out fully. Looking down at herself, she saw that her shoulders were colored brown as well, and the changes were continuing to spread over her body.

But as they went across her torso, she felt something very different inside of her. Whatever was happening... felt good. Her front gradually changed color, spreading down from her shoulders and neck towards her breasts, and as it covered over them, she felt them tingle sensitively, watching the light brown nipples on each one darken to match the color of her hands and shoulders. Curiously, she brought her hands up to them to feel over them, finding their surface impeccably smooth, soft, and warm to the touch.

As the transformation progressed down her front, it continued up her neck as well, reaching her jaw. She felt two fangs, one on each side of her mouth, lengthen and stick out over her lower lip just a little bit, and as she reached up to feel at them gently, she felt her ears tingling, the top of each one stretching out and becoming pointed. When she moved a hand to touch her ears, her fingers brushed against horns starting to grow out from just behind them. She brought up both hands to rub against the ebony horns that curled up, around and forward until the tips of them entered the top of her field of vision – vision that seemed able to see better in the darkness, too, as whatever was happening to her spread upward over her eyes.

The queen was standing in front of her, speechless, and unsure of what to do. "Are you all right?" she asked at last, as Lilith panted for breath.

"I... think so? I feel-" Lilith began, but groaned out as the spreading transformation reached her waist. Falling back onto her hands and knees, she let out a groan as she felt something swelling again at the base of her back, just above her rump. Much like with her wings, the swelling grew, straining against her panties, until they were ripped apart.

Several tails burst out from the ruins of Lilith's panties, each one dark at the base, pinky-purple in the middle, and dark again at the tip. One of them had a pointed tip, but all of the other four all ended in hands just like the one that the queen had used earlier. The tail-hands were much larger than her normal hands, but otherwise looked just like them, right down to having claws on the fingertips.

The bundle of tails fell limply to the floor, unmoving. Before Lilith could experiment to try and move them, the transformation spread between her legs, and she let out a gasp and a moan – this time of pleasure. A warm feeling grew inside of her as the skin around her pussy and under her tails was changed, but the warmth came with a desire. It felt almost like being hungry, but not quite; rather than a desire for food, it was a carnal desire for intimacy, one that grew in intensity slowly, like a spreading flame.

From there, only her legs were left, shifting and changing much like her arms had done. The front of her thighs darkened and gained stripes, along with her lower legs. But as the transformation came to her feet, the ankles and heels were pulled upward into a digitigrade position, becoming darker and striped. When her toes began to change, her big toes merged with the next ones along, and the other three together, calcifying and turning into purple hooves. 

Lilith all but collapsed onto the floor, feeling exhausted, panting for breath, her eyes only open a little. Her hair fell in front of her eyes, and she could see that it had changed color to a purple that matched the one on her wing membranes. She felt the queen's arm around her as she was pulled up to her feet, one arm slung around the queen's shoulder, and led from the room.

"I'm so sorry," the queen began, "I had no idea this would happen... I gave you some of my power, but it worked too well. How do you feel?"

Lilith groaned, barely able to move her feet, her hooves clopping on the floor. "Tired," she answered wearily, "my body feels so heavy... but I also feel so... so hot." She rubbed her legs against each other, squeezing them together, and felt dampness between them. "I, ah, I feel... I want to go to bed, but... I want to take someone with me too."

"You can just say you're horny," the queen told her with a hint of amusement. "Remember who you're talking to. I have my own retinue of sexual servants here and I fuck at least two of them each morning."

Lilith drew in a breath, groaning at the intense desire that was burning within her. "I am. I'm so horny, and wet. I can feel it dripping down my thighs. I want... I want to fuck someone. I NEED to fuck someone," she cried out, panting a little more from her arousal. Her hooves made less noise as she was guided onto a carpet, but she could barely focus enough to walk.

"Just as I thought," the queen replied. Lilith felt herself get shoved, and she staggered, falling onto her back on something big and luxuriously soft against her naked body. She brushed her hair from her eyes and mustered enough energy to look around; she was on a huge and opulent four-poster bed with deep crimson sheets and curtains, in an equally regal bedroom. Masterfully made paintings hung on the walls and thick curtains covered the windows. Lilith was vaguely aware of the magical auras radiating from the lights hanging on the walls and ceiling that illuminated the room, but she felt far too exhausted to examine them closely.

She shivered as she felt the queen's hand running up the inside of her right leg. "You're a succubus now, just like me," the queen told her, her red fingers brushing over the wet parts of Lilith's thighs. How had she gotten so incredibly wet already? Even in her most passionate moments of self-pleasure in her dorm, Lilith had never been so aroused.

A small groan escaped her as the queen ran her fingers up and over Lilith's slit, coming away glistening with juices. Lilith watched through lidded eyes as the queen licked her fingers clean of slick fluid, her gaze meeting Lilith's. "More than that," she said after a thoughtful moment, "you and I are now related."

"What? How?" Lilith gasped, wriggling a little on the bed. She wanted to understand what had happened, but her mind was being filled with a desire, a desire for sex, a desire to fuck, a desire to be fucked...

"I will tell you more later," the queen told Lilith as she returned her hand to Lilith's pussy. Lilith moaned out as the red digits slipped into her folds, dipping in and out as the queen fingered her slowly. "For now I will remind you that we succubi feed off of sexual energy – and I will give you some more of mine."

Closing her eyes, Lilith felt the queen's other hand reaching out and groping one of her breasts, and felt the mattress under her shift as the queen began climbing up onto it, jewelry jangling and rattling from the movements. Her panting breaths were cut off as the queen leaned over her and locked lips with her, the queen's tongue pushing its way into her mouth. She moaned out, feeling just energetic enough to return the kiss, her tongue sliding against the queen's, her legs shifting about as the queen's fingers pumped in and out.

There was no consideration in Lilith's mind that this was a member of royalty – all she knew in that moment was that she needed to fuck and that there was someone right in front of her that she could fuck. She rocked her hips upwards against the hand fingering her pussy, and tried to arch her back against the hand on her breast. She groaned out in frustration as the queen moved her hands away – but gave a delighted moan as the queen brought her body close, pressing her breasts against Lilith's, and grinding her slit up against the new succubus's.

Pulling her mouth away, the queen told her, "Lie back and relax," in a stern but lustful tone. Lilith did as she was told mostly because she still felt so tired, but from the little stimulation she had already received, she felt less so – as if she were waking up after a very long sleep. Forcing her eyes open, she looked up at the queen and watched as she put both hands on Lilith's breasts, and shifted her hips, grinding her pussy much more firmly to Lilith's.

Pleasure ran through Lilith's body, making her moan out, but there was more to it than that. She was no stranger to sexual pleasure, but now, it was satisfying more than one need. It wasn't just a desire for sex that she felt being sated, but the burning heat inside of her, like a hunger, was being calmed by each little jolt of pleasure that she felt as the queen's wet cunt rubbed against her own. She tried to rock her hips upward again, but the queen pushed her down into the mattress more firmly with the hands squeezing her tits, palms rubbing over the nipples standing firmly from them.

"I said, lie back and relax," the queen told her, more dominantly and possessively. For the moment, Lilith did so, her hands gripping the bedcovers around her as she panted and moaned. Again and again, the queen lifted her hips and then rocked them downwards, firmly grinding, her wet netherlips kissing Lilith's own, both of their loins drenched in feminine nectar. Occasionally the queen would rub right over Lilith's clit, making her shudder and moan out, tipping her head back and pressing her curled horns against the bedding.

But when Lilith tried again to buck her hips, desperate for more pleasure, the queen stopped. "You're misbehaving," she observed, in more of a playful tone than an admonishing one. Shifting back off the bed and standing up, the queen grabbed Lilith's legs and rolled her onto one side, making Lilith gasp out and struggle in reflex, freeing her wing from underneath her body. The queen lifted up one of Lilith's legs as she tugged Lilith over so the other leg hung off the edge of the bed, and quickly brought her hips forward again, grinding her pussylips to Lilith's and making her moan out again.

"You're still one of my subjects, and you'll be punished for your insolence!" the queen told her – with just enough over-acting in her voice to communicate to Lilith that it was not a particularly serious declaration. Not that she could respond; Lilith moaned aloud between gasps for breath as the queen scissored her at the edge of the bed, red glistening pussylips smooshing and grinding against pinky-purple labia. Lilith grabbed handfuls of bedclothes as she wriggled helplessly, but she did manage to form one word: "More!"

"More? More punishment?" the queen taunted her as she kept tight hold of Lilith's leg with one hand, the other lifting up. "Well, far be it from me to not grant the wishes of my subjects!" Lilith let out a cry of surprise as she felt the queen's hand come down against her rump with a loud 'smack', the brief sting adding to the sensations already coursing through her body as the queen tribbed against her with faster motions of her hips.

"That's it, moan like the whore you are now," the queen commanded, though Lilith needed no encouragement to continue voicing her pleasure with a mixture of short and long moans. Her back arched as the queen spanked her again, the sound of flesh striking flesh filling the bedroom. "Submit to me. Give in, you slut."

Lilith managed to get an "Ahh, yes!" out of her mouth in between her breaths and moans. Her whole body trembled, but where she would normally have felt more tired and worn out through sex, she instead felt herself getting less tired, and more energetic. Her tails, which had hung limp since her transformation, began to move, waving behind her and thumping against the bed absently as the rest of her body also squirmed in pleasure. Again, she tried to shove her hips back against the queen's – and received one more smack on her ass for her trouble, her tails curling upward in unison in response.

"Lie there and take it! Be a good toy for your queen!" The queen spanked Lilith once more for good measure before grabbing onto Lilith's raised leg with both hands, thrusting her hips back and forth, repeatedly grinding and pressing her pussy hard into Lilith's own. The pleasure was starting to get overwhelming, but Lilith felt so much better than before already. She still wanted more, but she could feel a tingling in her body rising in intensity, an impending climax that drew closer each time her slit lips were spread by the queen's to rub her wet sensitive flesh against the elder succubus's, until-

Lilith tipped her head back again and let out a loud moan as she felt the thumb of the queen's tail-hand, which had snuck the side of its owner's body, teasing directly at her clit. Lilith writhed and squirmed from the jolts of pleasure shooting through her, and couldn't hold on any more. She arched her back as she gave an even louder, longer cry of ecstasy, her whole body trembling, pussy juices squirting copiously from her loins, onto her legs and the queen's as well. She sucked in a breath, and let it out as the queen brought her hand down on Lilith's rump with another loud 'smack', waves of pleasure cascading through her and washing out all awareness of her surroundings but for the queen still grinding against her.

When her climax came to an end, Lilith still felt the usual sensations of her afterglow, and a sensitive tingling in her loins. But she didn't feel tired; rather, she felt awake, back to normal after the exhaustion from being transformed. And though she still felt her pussy tingling like it normally would after an orgasm, it was only a little sensitive, nowhere near the normal pleasure overload she would have felt if she had kept going after a climax. This new body of hers evidently came with a much shorter refractory period – if it even had one at all. She felt like she could go for another round, or two, or ten.

"Feeling better?" the queen inquired cordially as she lowered Lilith's leg, reaching over and touching Lilith's rump gently this time, her fingers drumming and dancing across the striped curves.

"A lot better, thank you," Lilith said as pushed herself up and got into a sitting position. "I feel great, to be honest."

The queen nodded as she sat down next to Lilith, uncaring of the fact that they were both still naked and that they were both leaking pussy juices onto the bed. She spread her legs, her tail-hand curling around her body once again. "Succubi, of course, feed off of sexual energy," she explained as she leaned back, talking while her tail-hand fingered her slit. "But only once we gain power – a normal succubus does not have the hunger for sex until their power awakens, if it does at all. But I believe that when I gave you some of my power, it had a similar effect to awakening a succubus, and it turned you into one."

Lilith gave a nod, then looked down at herself. "So... I'm stuck like this? Not that it's a bad thing, I can still feel magic around me, so I think that part of it definitely worked. It's just... going to take some getting used to."

"I believe it's permanent, yes," the queen answered. "Funny thing about humans, they're so easy to turn into other things, but changing them back or turning creatures into humans? Strangely difficult."

Lilith looked down at her hands, and the claws on the tips of her fingers. Experimentally, she flexed her wings a little, and curled her tails from side to side. "I think I can get used to it," she said eventually, lowering one of her hands to between her legs, masturbating slowly alongside the queen. "Though I guess I'll have to. But what did you mean about us being related?"

The queen leaned back further, the fingers on her tail-hand slipping deeper into her cunt. "I have no children – shocking, I know, considering I fuck three male concubines a day at an absolute minimum, and that's just in my pussy," she remarked in a jocular tone. "But I digress. Because you were transformed by me, using my power, you are now part of my bloodline. These markings give it away." Raising a hand, the queen touched a fingertip to the tiger stripe markings on the closer of Lilith's wings.

"So... I'm a princess now?" Lilith asked, shocked.

The queen nodded. "Yes. You are now Lilith von Tempest, next in line to my throne."

Lilith went silent and stared off at the wall as her thoughts raced, the fingers in her pussy going still for a moment. A princess? Yesterday she was just an ordinary human who was on track to flunk out of the mage academy. But now she was a princess? A princess of succubi?

"It's a lot to take in, I know," the queen told her. "But what's done is done, and I will help you. I can teach you how to master your new powers. It will be up to you to decide what to do with them. You may stay here as long as you need to, and I will look after you."

"Thank you," Lilith mumbled, still trying to think too many thoughts at once. "So... do I have to feed on people now? I don't want to hurt anyone."

The queen brought up one finger and waggled it at Lilith. "We do not hurt or kill our partners by feeding – not accidentally, anyway. You will have to feed off of mortals to regain your strength; I cannot donate my power to you all the time, after all. It will just make them tired, and the servants here are the best, chosen specifically for the role – they are hired for their strength, stamina, potency, and of course, their endowment."

Lilith let out a breath and relaxed. "That's good, I'm glad to hear it," she replied. She withdrew her fingers from her slit; masturbating still felt good, but it didn't do anything to satisfy that other urge, which must have been her new body's hunger for sexual energy. Sexual energy from others, to be specific.

"Still hungry?" the queen teased.

"Not really," Lilith said, patting her belly.

The queen chuckled and shook her head. "Not like that. Awakened succubi don't need to eat food – though we still can if you enjoy the taste. I meant, do you want more sex?"

"Oh! Yes, please," Lilith answered quickly. "With a man this time, if possible. You were great, but-"

"Trust me, I know all about how our desires work," the queen replied. She lifted one hand and made a few gestures, ones that Lilith partly recognized as some sort of communication spell. But now, she could also sense the magic weaving around her as she cast the spell, something she hadn't been able to notice as a human.

"I need one of the concubines," the queen said into the empty air – Lilith couldn't see or hear whoever she was talking to. There was a brief pause, and the queen hummed in thought. "Not for me, for... a very special guest. One who can follow orders... I know, send up Fynn. And quickly." With a gesture, the queen dismissed the spell, and Lilith sensed its energy dissipate.

"What should I do?" Lilith asked, "I mean... beyond the obvious. Do I have to do anything special to feed from someone? Is there a spell I have to cast?"

The queen shook her head again. "Just fuck him, however you like," she answered bluntly. "If you enjoy it, and he enjoys it, then it will work. And trust me – you are a beautiful succubus, if I may say so. He will enjoy whatever you ask him to do. He's well-trained like that."

Lilith nodded, and looked for the door; there were two doors, a small one leading to the study they had performed the ritual in, and another larger one that must have been the main bedroom door. She watched that door closely, shifting in her seat; even with some energy from having sex with the queen, she still wanted more. Each moment she had to wait only riled her up further, even more than she already was.

When the door finally opened, she sprang off the bed to her feet. Standing in the doorway was an immaculately groomed and completely naked puma, his fur jet-black from head to toe, with light reflecting off parts of it here and there. The queen hadn't lied about the quality of her servants – she could just about make out the strong muscles on his chest and abdomen, and her eyes were quickly drawn between his legs to where a plump sheath lay just above a big, heavy-looking pair of balls that rested against his inner thighs, each one the size of a mango.

He stepped into the room, closing the door behind him, and gave a deep, elegant, and clearly practiced bow, one hand at his side with his arm over his chest. "At your service, my queen," he said, in a smooth and alluring voice with a low purr to it.

"Not at my service tonight," the queen corrected him as she stood up, her tail-hand still lodged in her pussy, the fingers deep inside with her thumb teasing her clit. "Tonight, you are in the service of Lilith here. You are to obey her commands as if they were my own, and serve her as you would serve me."

"Understood," Fynn answered, turning to Lilith as he straightened back up. "How may I serve you, mistress?"

Lilith bit her lip for a very brief moment; nobody had ever called her mistress, for one thing, but she was certainly not used to having someone at her complete beck and call. She could do anything? He would do anything she asked of him? The possibilities were endless. But this wasn't going to be her only night at the palace, and she would get plenty more chances to play with him and the other servants.

"Lie down on the bed," she told him, and he obeyed, taking a seat at the foot of the bed and then lying on his back, shuffling his way up the bed until his head rested on the pillows at the head of it. The puma spread his legs to give her a good view of his loins, his shaft already starting to slip from his sheath and into the open, and his hefty balls resting on the bedcovers, his tail held underneath them. He lifted his arms and put his hands behind his head, further showing off his muscles, and Lilith fidgeted; he certainly knew how to show off his good side.

The queen, meanwhile, moved over to another chair and sat in it with her legs spread wide, facing the bed. Clearly, she seemed interested in watching whatever was about to happen.

Lilith climbed up onto the bed beside him, getting onto her knees and reaching out to feel over his body. Her fingers brushed over his impeccable coat of fur as she felt the muscles on his chest, then his belly, and finally she slid them down between his legs to cup his balls, taking one in each hand as she felt them up gently. They were heavy and very warm, and Lilith wondered to herself if all of the male servants were as well-endowed as this. As she caressed his sack and the orbs within, he let out a low purr, his cock quickly rising from his sheath to its full size. A considerable full size, of course, to match his testes, and one that Lilith might once have found intimidating – but now in her new body, it only made her hungrier for him.

"Are they to your liking, mistress?" Fynn asked her, keeping his legs spread.

"They are," Lilith told him, giving his balls a final rub before releasing them and starting to climb over his body. "But I want to feel them unload in me."

Fynn reached up and helped guide her into position as she brought her hips over his own, drips of her pussy juice falling onto him from her slit as she did. Putting her hands on his chest and holding him down against the bed that way, Lilith lowered her hips and moaned out as she felt the tip of his cock entering her wet pussylips, spreading them apart.

Hungry for more, she quickly pushed her hips down, and was surprised by the ease with which her pussy accepted his throbbing flesh. She let out a moan as she took him all the way down to the hilt, feeling the heat of his shaft inside her, how much it stretched her walls out and how deeply inside of her it reached. And she hungered for more, so she raised her hips up and brought them back down, starting to ride the servant, her wet walls gliding against his cock. She heard him give a low groan of his own in response as her folds engulfed his length, pleasuring him just as he pleasured her.

Lilith's tongue hung from her mouth as she panted eagerly, her hips raising and lowering. Fynn took hold of her hips to help her movements, but after a few thrusts downward, she told him, "Let me do it. Play with my tits instead."

On command, he released her hips, settling for rocking his own up into her thrusts, meeting her with a slap of flesh against flesh, his cock already completely covered in her juices. He took hold of her breasts with his hands and began to massage them, pressing his palms into them, his fingers rubbing around the tops and sides. He twisted his hands, palms rubbing the nipples, bringing his fingers underneath to cup and bounce her tits, giving them a gentle squeeze.

Lilith let out a moan as he played with her, all the while bouncing on his cock, speeding up her motions as she brought her hips up and down on the spire of flesh. Her breasts were definitely more sensitive than they had been before, that much was certain. Especially the nipples; as he teased at them, she felt her breasts tingle, and she wanted more, arching her back to press her ample bosom into his grasp.

"Yes, yes," she moaned out, flaring out her wings to the sides for balance as she fucked him, feeling her tunnels getting spread around his cock over and over. Already his loins were soaked with her nectar, matting his black fur against his body, and she continued to leak even more of it.

After a few more thrusts, she got an idea, and leant over him further, pushing her body closer to him. "Suck on my tits," she blurted out in the heat of the moment, panting and groaning from the pleasure of fucking him – and the sensation she was getting of the sexual hunger inside her being sated, albeit slowly. Too slowly for her liking. "Now!"

Fynn was quick to obey, taking his right hand off her left breast and holding her side instead to guide her closer. Opening his maw, he wrapped his lips around the dark nipple standing from her tit and began to suckle at it, his tongue flicking to her teat within his mouth. Lilith moaned again from the sensation, keeping her upper body close to him as she rode his cock, her hips slapping against his with each heavy downward thrust she made.

She felt another tingling in her breast as he suckled, and she let out a gasp as her suspicion about her sensitive chest was confirmed – he gave a low purr, his tongue lapping up the milk leaking from her teat as his suckling brought it forth. "Yes, more!" she commanded, reveling in the moment. His pleasure, her pleasure, they both seemed to mix together, making her more aware, more in command of herself and the situation...

With barely a thought, her tails, which she had just been holding up behind her, began to move by her will. The one with the pointed tip stayed up, but the four hands reached downward. Without stopping her motions for a moment as she kept taking his full length into her pussy again and again, two of the hands reached down and grabbed onto his legs near the knees, holding him down, as the other two reached in between his legs to cup his balls, holding them at first and then starting to rub at the undersides of them.

"Yes... you're mine!" Lilith moaned out, fucking him harder, raising her hips up high and slamming them back down onto him. The puma moaned against her breast, shivering with pleasure under her, his tail lashing against the bed, his shaft pulsating against her wet walls. She felt incredible, and each passing moment only made things better, as she reveled in every little bit of carnal indulgence she took from him.

She felt him tense under her; he was close, and some new power of her succubus body made her more acutely aware of the signs of it. But she was also close, and responded by hammering her hips down against his in much shorter, faster movements, using hands and tail-hands to keep him held down as the last two tail-hands continued to massage his balls, trying to coax out his seed. She could feel his whiskers against her other breast, and his hot breath from his nose against her chest as he continued to drink, alternately moaning into her tit and suckling more milk from it.

Her own climax came first, but only just barely; as she arched her back, closing her eyes and moaning out as she gave a few final thrusts of her hips, she felt him shudder heavily underneath her. His sack tried to pull up against his body as the orbs within tensed and unloaded, ropes of hot, thick cum erupting from the tip of his shaft all over her vaginal walls. Copious amounts of her juices squirted against his lap in return as she trembled in orgasm. If the sex itself had been the meal to sate her hunger, the climax was the dessert; it felt amazing, far more than any orgasm had ever felt when she was a human. She felt better than she ever had in her life, full of vigor and energy, as she savored her climax and his own, every shot of cum he fired into her only adding to the sensations.

Once he was spent, she felt his body go limp under her, even though his cock continued to throb against her inner walls. His sack had clearly not been for show; she was oozing his seed from around his shaft as she pulled herself off of it, and it dripped heavily once she had done so. At first she was concerned for him after how suddenly he went limp, but a quick glance confirmed he was still breathing – just extremely tired.

"And how do you feel now?" the queen asked, getting up from her chair. Her tail-hand was still stuffed into her pussy, though now she was fisting herself with it.

"Amazing. Incredible!" Lilith answered, uncaring that she was dripping cum down her inner thighs. "I feel so powerful!" She looked at her hands, flexing her wings and tails, testing her control over them.

The queen chuckled. "Good, good. I will assign you a room, and some guards to keep watch over you. Feel free to call on other servants if you need them – but I'm going to borrow Fynn for a bit. He recovers quickly, and I'm not done yet."

Lilith gave a quick nod, but then thought for a moment. "Why do I need guards?" she asked.

"For your protection," the queen told her as she reached over, stroking the servant under his chin with one finger. "You're the Princess of the succubi now. There will be a lot of very jealous demons and demonesses who have been wanting to take my position that no longer can. But you're special – you have potential, and I will make sure you unlock it. I will keep you safe. I suggest you practice your magic, now that you have gained the ability to use it."

"I see. Thank you," Lilith answered.

The queen called for her guards, who came in immediately, presumably having been standing guard just outside the door. The two armored demons listened to the queen's instructions – that she gave while casually pumping her tail-hand into herself and coaxing Fynn back into shape – and then waved for Lilith to follow them.

"Welcome to the family, Lilith," the queen told her. "I'll see you in a little bit. This may have been an accident, but it was a very happy one."

Lilith gave a smile and a small bow. "Thank you. I promise, I won't let you down!"