Kyubey let out a resigned sigh as he paced around atop Mami's highrise apartment building. There were very few that could cause an Incubator such as herself such aggravation … well, as much aggravation as an Incubator could theoretically feel…

And it all stemmed from a single Magical Girl;

Homura.

Ever since she arrived, that girl had been going through various lengths to prevent Madoka from striking a contract with her. While The didn't have any particular malice toward her, she really needed Madoka to make that contract with her, otherwise… no wish, and no anti-entropy energy, and that just wouldn't do…

She had to get Homura out of the way before the situation became unsalvageable… but her abilities severely limited her options, or at least, that was what she thought at first. However, a certain method quickly caught her attention, one that would remove her as an obstacle and cement their complete and utter loyalty.

…and it all came from a seemingly innocent TV show.

She couldn't help but find some form of amusement in the scene that had spawned the very idea, the details of how the scene played out before her still fresh in her mind.

A conversation between a boy and a talking Snake, the Serpent in question trying to manipulate the boy into trusting him. And when the human tried to flee, the Snake easily drew the human's attention to the colorful rings blossoming from his eyes.

The human, captivated by the Python’s alluring gaze, seemed to lose all inhibitions the moment those colors emitted from the serpent eyes, his pupils shrinking down to nothing as the hypnotic colors blossomed from his eyes as well. All while the Serpent continued began his hypnotic lullaby, seemingly quickening the human's fall into a trance.

These colors, the endless yet alluring patterns they repeated in, they all seemed to have some sort of affect on the human mind, stimulating it to the point where they would do anything to continue feeling such blissful pleasure. The boy himself was proof of that, having gone from being completely distrustful of the Snake to obeying his every word without even an inkling of resistance, his mind completely helpless to resist the allure of the Python's spirals… helpless to do anything other than obey…

…it was that kind of blind obedience she desired from these Magical Girls, Homura especially.

After studying the Snake's powers a little, Kyubey deduced that she needed to replicate that very same method with her own magic… and then, Homura would be putty in her tiny hands.

"There you are…"

'What's that human saying? "Speak of the devil"?' Kyubey thought as she turned to see Homura herself landing on the opposite end of the roof. "Ah yes, Homura. Good see you again…" Kyubey replied in a neutral tone as she floated towards the Magical Girl.

"Let's skip the formalities and get to why you called me here." Homura retorted, her tone neutral but carrying an underlying air of fury as her right hand slowly moved towards her shield. "…and it better not be about that stupid contract."

"Oh, don't be like that." The Incubator began as she floated closer, putting her new ability to the test as she stared deeply into Homura's eyes and invoked her hidden power. "I simply wish for us to see things 'eye to eye'..." Suddenly, the pupils of Kyubey's small red eyes suddenly shrank indefinitely as colorful spirals blossomed from the center one by one.

Before she could respond, Homura caught a glimpse of her spiraling eyes and her thoughts were suddenly snuffed out by their alluring patterns, first purple, then green, then yellow, then blue, then purple again… and soon she realized she couldn't bring herself to look away…

As Kyubey started hypnotizing the girl, she noticed that the spirals hadn't begun to reflect in her eyes just yet, and yet Homura's eyes seemed to widen in response, as if she subconsciously wanted more...

*BANG*

The Incubator was snapped out of her thoughts as she found herself hitting the floor… with a hole through her head. 'Oh, she shot me.' Was her only thought as her new body quickly formed behind a nearby staircase, watching as her opponent glared down at her old body and reloaded her handgun.

An expected response.

Going off of evidence she'd gained from the show, Kyubey could tell that aspects of the human's personality had some influence on their susceptibility to hypnosis. Specifically their individuality and subconscious desire.

And of course, their stubbornness played a role as well.

The human boy seemed to take the longest to hypnotize during both encounters because, like Homura, he wasn't afraid of his current opponent, more annoyed and angry than anything. But when that Snake hypnotized the Panther, he was grinning even as he was resisting, an obvious sign of subconscious desire and weakened resolve.

Nevertheless, the Incubator could work around that.

"Now was that really necessary?" She  asked, sounding disappointed while making a mental note to eat the old corpse later.

Homura glared over her shoulder as she heard Kyubey's voice behind her. "Oooh of course it was!" She snapped, getting into a fighting stance, just in case the Incubator tried to pull a fast one on her.

"But you must understand… I'm only doing what I can to combat entropy." Kyubey replied as she floated above her from behind. "Surely you of all people can acknowledge how mutually beneficial such a goal is…" The Incubator continued, her right ear quickly extending and wrapping around the Magical Girl, pinning her arms to her sides as Kyubey left ear gripped the top of Homura's head and firmly but gently turned the girl around to face her. "…and I can help you see that…"

Before she could respond, Homura once again found herself faced with the swirling spirals in Kyubey’s eyes, for a mere moment her body froze in place, the temptation to gaze into their mesmerizing depths overriding her cautious mindset. And the longer she looked into the Incubator's eyes, the more she realized how beautiful they were… how soothing they were…

In an attempt to enhance the effect, Kyubey slowly swayed her body in a rhythmic manner, attempting to coax the girl into giving in… however Homura almost immediately recognized the danger hidden behind those dazzling spirals and quickly shut her eyes. Before Kyubey could react the Magical Girl suddenly vanished from within her grasp and the Incubator suddenly found herself surrounded by several bullets.

She didn't even attempt to dodge or avoid them as they tore through her body like wet tissue paper, her lifeless corpse flopping onto the ground in mere seconds. 'Huh, she stopped time for this one…' The Incubator in turn simply formed another new body which crawled out of the air vent, watching as the Magical Girl backed away from the corpse in panic, shaking her head to wear off whatever sinister spell Kyubey had placed on her.

"So stubborn, why can't you see this is for your own good?" She asked in a rather curious tone, more intrigued by the spell's lasting effects on the girl.

"Because it isn't!" Homura fired back defiantly, reloading her gun as she turned towards the source of the voice. "I know how you think Kyubey-ah!" Her words were briefly cut off by Kyubey's long right ear winding around her ankle, thinking quickly she stopped time once more, pulling free of the Incubator's grip and distancing herself from the creature, still somewhat disoriented from the dazzling colors. "You may see Madoka as a "necessary sacrifice", but I'm not about stand idly by and let you use her!"

"Such a short sighted mindset, you fail to see the bigger picture." Kyubey responded in a seemingly disappointed tone as she floated around Homura, who quickly aimed her handgun in an attempt to keep the Incubator at a safe distance. "After all, we've done this song and dance for so long… surely you don't think I wouldn't have come up with a better solution if my natural methods became… ineffective." She added, dangling a metaphorical carrot in front of a girl in an attempt to get her to lower her guard.

It partially worked as Homura lost his inhibitions upon hearing that. "W-What do you mean?" She asked hesitantly, eying the Incubator consciously while keeping her gun aimed right at her face.

Kyubey tilted her head as she stared at Homura, somewhat surprised that the girl was genuinely responding to her vague suggestion despite her complete disdain and distrust towards the Incubator, had the hypnotic spell dulled her mind even more than she'd anticipated?

'Maybe now is the time for a little test…'  Kyubey thought as she hovered a little closer, pressing her forehead up right up against the barrel of Homura's gun, as if daring her to fire another shot. "Oh, there are many ways a wish can be altered and twisted… as long as you word things properly." She explained as her ear extended towards once more, sliding over the girl’s shoulders in a friendly embrace and holding Homura in place.

And yet, despite her finger hovering over the trigger, Homura never fired. Although her expression made it clear that she wasn’t very satisfied with Kyubey’s vague suggestion, she was no doubt prepared to snap her eyes shut or stop time the moment she saw those spirals…

Kyubey just needed to fool her into letting down her guard, and dulled senses would be more vulnerable.

"I'm sure you can figure it out…" The Incubator mused in a rather coy tone as she then hovered over the handgun, the long ears around Homura’s shoulders pulling her closer to the point where their faces were almost touching each other. "…and we can reach a… mutually beneficial agreement on the matter as long as you trust me."

As with Kyubey’s red, unspiralled eyes filled the girl’s vision, Homura felt her heart start to pound faster as a pleasant sense of anticipation started taking over her body. Drawn in by the sparkling sensation and driven by an unnatural craving, the Magical Girl unconsciously leaned forward, unknowingly obeying Kyubey’s demand for trust.

For a brief moment, Homura found her own eyes automatically widening in response as her mind was plagued by a sense of emptiness and longing she couldn't understand… it was almost as if Homura's eyes wanted to meet Kyubey’s gaze… to drink in as much of those wonderful, captivating, mind-numbing spirals…

This subconscious yearning was short-lived, however, as Homura quickly shut her eyes again while shaking her head and shrugging the ears off her shoulders. "N-N-No! I can't… won't let you manipulate me!" She shouted before backing away from Kyubey. She then turned away and was about to stop time once more… but suddenly felt one of the ears yanking the gun out of her hand.

"Oh but you misunderstand…" Kyubey replied from behind her as she quickly yet carefully extended her ears, covering Homura's eyes from behind. With the girl temporarily blinded the Incubator's long ears squeezed and flexed while yanking her backwards."I’m not just some fair-weather friend looking out for their own interests, I'm merely looking at the bigger picture here…"

Feeling a sudden yet heavy pressure gripping her head as she was blinded, Homura immediately attempted to reach for her shield, only for Kyubey's elongated left ear to form two loops and swiftly wrap around it, a loud *crack* echoing across the rooftop as Homura's hands shot up, the Magical Girl now fighting for her sight and struggling to remove the ears from her face.

"Not to mention, I've trusted you girls with the fate of the world…" The Incubator explained as she loosened the grip of her ears just enough to let the Magical Girl push them off of her eyes. Homura knew she had to be wary, doing her best to remain focused, but as she peeked out from under Kyubey's ears she found herself looking into the Incubator's spiralling eyes once more. "…so the least you can do… is trust in me~"

As Kyubey started to sing, Homura gasped softly as a calming sensation washing over her body, the brilliant, mesmerizing colors flowing from the creature's eyes felt so good as they ensnared her mind, forcing her to relax, to stop resisting, to embrace blissful obedience. In mere seconds Homura felt her focus fading as she gazed at the swirling colors, her mouth drooping open as the spirals were reflected in her own eyes, her mind and body swiftly surrendering to Kyubey's will. "Wha..." Was all she was able to mumble before all of her thoughts slipped away, her worries faded, replaced bit by bit with feelings of trust, safety, and submission. The longer she looked into those wonderful eyes, the less she was able to think about anything else, the less she was able to care about anything else, the danger she was in quickly became nonexistent, only the colors mattered now.

"...just in me~" Kyubey sang, continuing her sinful serenade, her voice echoing throughout Homura's mind, forcing her to accept the fact that all she needed to do was obey and let all her worries fade away. Soon the edges of Homura's curved upwards into a wide smile of perfect hypnotic obedience, the last of her willpower draining away from her as her hands dropped limply to her sides and her shoulders slumped in relaxation. 

"Just relax… and come to me~" Kyubey continued as she then curled her right ear into the form of a gesturing finger, beckoning Homura to come forward. Nodding obediently, Homura began walking forward, almost robotically, as Kyubey floated backwards, her ears growing longer and longer as she drew the girl toward the edge of the roof.

The Incubator mentally noted that any conscious human would feel a rush of pure fear at the possibility of being forced to walk to their certain doom, but Homura was so deeply entranced and enslaved to the Kyubey's will that all she could see were the spiraling colors, their enticing pattern whispering sweet promises of bliss into her mind, reassuring her that she could trust her new master.

Kyubey felt her smile widen ever so slightly as her ear beckoned her victim closer and closer to the edge of the roof, Homura's obedience never faltering, even as she took a step that failed to land on a solid surface… then just as the Magical Girl's dropped over the edge…

"Hold still, please." Kyubey commanded, her left ear pushing against Homura's forehead mere seconds before she could fall to her death.

She was not that cruel. After all, she still needed as many Magical Girls as possible.

Dutifully and obediently, Homura's body froze upon hearing her Mistress' order, the gentle pressure against her forehead was all that kept her in place, but she had no desire to question why. Unable and unwilling to so much as move before her Mistress ordered her to, she simply let her body lean forward as her arms and left foot dangled limply in the breeze. But she wasn’t worried, some part of her knew that her Mistress would keep her safe, and this phantom knowledge only served to intensify Homura’s faith in her Mistress, strengthening the spell's hold on her mind.

"Let your thoughts… fade away~" Kyubey sang, resuming her serenade as her right ear extended and shifted to form a set of stairs for the Magical Girl walk down. She then removed her left ear from her servant's forehead and made a 'come hither' gesture once more, beckoning her down the stairway. "Learn to serve… and obey~"

Nodding her dizzy head slowly, Homura felt her body moving on its own, her left foot stepping onto a much smoother surface than the rooftop. Part of wished that she'd removed her shoes and socks if only to feel this wonderful softness under the very soles of her feet, in fact, she wouldn't mind walking on this smooth surface forever.

Kyubey couldn't help but feel impressed by her progress, despite her species' usual lack of emotions, watching this girl mindlessly sleepwalk along her ears seemed to awaken a strange feeling within the Incubator, especially within her groin area… but she would indulge herself later, after she was sure Homura couldn't free herself from her trance.

In her blissfully oblivious trance, Homura traversed her "ear stairs" without a hint of fear, taking step after step without a thought or care in the world for her wellbeing, trusting the Incubator to not let her fall. The fact that the Magical Girl was in sync enough with the Incubator to pull this off was nothing short of an acrobatic feat of Olympic proportions. Kyubey could only deduce that the spell Homura was under had become so deeply ingrained within her mind and body that it made her perfectly responsive to every little change in her Mistress' composure and movement, allowing Homura to react to Kyubey's will as she willed it.

It was almost as if they were now perfectly linked.

One mind, two bodies; a master and a slave.

And every part of Homura's mind knew that her Mistress would take care of her, Kyubey would take care of everything. Soon her thoughts of Madoka were banished from her mind, making it seem as if she and Kyubey were the only two people left in the world.

"Lose yourself… to my spell~"

Homura could hear Kyubey's words guiding her, teaching her mind and body to serve and obey, her mind hungry for more of those hypnotic spirals as they guided her to a world of pure bliss. A world where she would trust and obey, she would love and accept just how much she'd wanted this, how she would do anything to slip deeper… for this wonderful feeling to never need to end. 

"Worry not… all is well~"

As she continued to walk over Kyubey's head and onto her left ear, the Incubator wrapped said ear into a loop, the top pressing against the top of Homura's head as she kept going and going and going… her mind refused to let her stop even as she walked upwards… the loop allowing her to walk upside down, keeping her trapped in a nearly endless circle as Kyubey extended her ear.

Homura's body felt weightless, from her perspective her hair was beginning to float upwards as her arms drifted up around her head and further as he heard, the Incubator's voice delving deeper into her mind, the spirals within her mind reminding her that this was where she belonged, that this was all she'd ever wanted, that her Mistress would take care of everything.

Homura was now perfectly helpless before her enchanting Mistress, ready to obey.

"Feel your willpower fade… submit in mind, body and soul~" Kyubey continued to sing, loosening the loop until it resembled a sort of hammock, allowing Homura to finally stop walking as she freefell into the hammock. The Magical Girl sighed blissfully as she felt the smooth surface she'd been walking now sliding down her back, leading her down to the soft, comfortable hammock. "Now you are simply my lovely slave to control~" Kyubey sang, lazily rocking the hammock back and forth, the swaying motions soothing  and relaxed the girl even more.

With each sway Homura could feel her strength and worries slipping away, the only thought still ringing in her mind being Kyubey's words and how fully she trusted her. Nothing else mattered, she knew she would always be safe as long as she submitted and gazed into her lovely eyes.

As Homura rested, Kyubey took a moment to admire her handywork… and soon found her attention drawn to the human's body. Homura was quite mature for her age, with her breasts filling out her outfit quite nicely, her ass was firm enough for a girl like her, her thighs were quite muscular and her legs were relatively long. Needless to say, her entire body was quite well-defined.

Kyubey couldn't help but smile wider as she shifted a few parts of her body in an attempt to indulge herself, the space where her female genitalia would have been now occupied by that of the males, growing erect and unsheathing from her loins, just long and thick enough to satisfy the cardinal needs of her target. The Incubator then proceeded to lower her slave back on to the roof. "Doesn't obeying feel sooo much better?" She cooed, swaying and circling around the Magical Girl, the girl blissfully following her movements.

"Mmmm… yeeeesss…" Homura sighed, the spiraling colors dulling her mind even further, the warmth and pleasure it brought causing her legs to grow weak.

"Good, now then, there's just one last thing left to do…" Kyubey said as her long right ear reached for Homura's left hand and ripped away her Soul Gem with little to no effort. Homura let out a sharp gasp as her powers were quickly stripped away, her clothing swiftly changing back to those she wore as a civilian.

"Lust for me… only me~" Kyubey then continued to sing as her left ear casually slithered under Homura's shirt and started pulling it off. Homura felt her arms being pulled over her head once more as her shirt was removed, followed by a gentle breeze as Kyubey's ear tossed the shirt aside and dragged the girl's skirt down her legs. "Just relax… and lust for me~"

A part of Homura couldn't help but wonder why her clothes were slipping off, but it wasn't long before she heard her Mistress' soothing voice yet again, the intoxicating bliss quickly silencing her own thoughts. 

"Now my slave… spread your legs…" The Incubator cooed as she held the Soul Gem in her paws, allowing both of her ears to slither around her back and fiddle with the knot of her bra, undoing it and watching as it slipped away, revealing her perky breasts. The tips of Kyubey's ears then took on a more hand-like shape before groping Homura's breasts from behind, giving them a gentle massage as the girl fell prey to her seductive touch. "For my touch… you'll plead and beg~"

Homura shivered as she practically melted into Kyubey's embrace, she couldn't care less about what happened next, all she knew was that it felt right having her Mistress' caressing her, this was where she belonged, her Mistress would take care of everything, always…

"Feel your loins… burn like fire. Just give in… to your desires~"

And then… the Incubator's melodic commands took hold.

Homura started breathing heavily as her womanhood grew warmer, her legs instinctively rubbing together as her eyes grew heavier, the feeling of Kyubey's ears groping and squeezing her nipples as they massaged her bare breasts earning a tired moan from the girl as she grew hornier by the second.

"Slip into a sensual slumber… sail on a sublime breeze~" Kyubey sang as she licked her lips, loving the tender texture of the girl's skin as her ears started forming loop after loop around the upper half of her body. The left ear slithering upwards while the right ear slithered downwards, sliding across her bare skin and embracing her in their soothing warmth. "Fully entranced to obey and be used as I please~"

Homura could feel Kyubey's soft ears gently slipping along her skin, quivering at the soothing sensations as they caressed her body, lulling her deeper into relaxation. As the left ear started pinning Homura's arms to her sides on its journey upwards and the right ear embracing her soft stomach while slithering downwards across her navel, she found her breath shortening into rapid short gasps with light moans in between. And yet, the longer she listened to Kyubey's song, the more she felt at ease with her touch, the more the Incubator's massage and spirals washed over more and more of her mind and body, making her feel as though those ears belonged on her skin, like she belonged within their embrace. "MmmHmm… ooohhh y-y-yes pluh… please m-mistress…" She whimpered, letting out a moan and of anxious desire to satisfy this new erotic urge she was feeling, tilting her head to the side as the lower half of her body quivered and squirmed in pure arousal.

Homura could feel Kyubey's soft ears slithering around her waist and shoulders, sensually serenading her upper body with erotic teasings while still keeping her nice and relaxed. Then, the final loops slipped around her waist shoulders respectively, fully wrapping and caressing her body. 

The girl's moaning became slightly louder as more feelings of lust washed over her, the sensation of the furry ears, the Incubator's voice in her mind, the beautiful spirals that brought forth a calming feeling of trust and submission, and most importantly, her warm, moist women hood. With the heat rising up from her loins as she was plagued by arousal, her hips squirming around, desiring some semblance of pleasure.

"You're moaning…" Kyubey playfully admonish her in a teasing tone, her more diminutive form slowly growing larger as she pressed her head against the entranced girl's, their eyes now inches apart as the last bit of free will left the girl's mind and she drifted back into blissful mindlessness.

"Mmmmph, s-sorry-GULP!" Homura groggily whispered, too tired to offer a better apology as the long ear wrapped around the girl's neck, pulling right and sealing the final loop around Homura's neck while pushing up her chin.

*PING*

Now, cocooned, naked and deeply hypnotized, Homura could only stare ahead as her lips curled upwards into a silly smile, her eyes now fully reflecting Kyubey's as a sigh that she'd lost any and all control over her mind, the Incubator's spell having finally consumed everything she was. With all the moaning, labored breathing combined with the scent of her arousal and her fidgeting legs, it wasn't hard for the Incubator to discern that her slave was getting just as horny as she was. 

It was time.

"Lust for me… yes, just for me~" She sang as the tip of her rod slowly began to peek out from the white-furred sheath between her legs, gradually emerging inch by inch as Kyubey tilted the cocooned girl back, the Incubator's body shifting into a larger size as she floated between Homura's legs, getting a good look at her moist womanhood and a strong sniff of her arousal. "Just relax… and lust for me~"

As her song concluded, Kyubey held Homura's Soul Gem up against the human's entrance and started pushing it inside.  "Ahhn!!" Homura cried out, a jolt of shocking pleasure shot through her body, causing her heart to skip a beat as she felt something sliding between her delicate pussy lips, getting coated with her own pleasure juices as it slowly slid into her moist slit. With the Soul Gem almost completely inside her pussy, she could only relish in this blissful, dreamy experience.

Immensely entertained by these reactions, the Incubator licked her lips as she watched the entranced girl's legs and waist quivering in pleasure, the very sight of her slave squirming in her grasp causing the Incubator's member to continue rising from its little hovel, her sheath stretching to its limit as the knot was exposed and her member's rise finally stopped. "And now, to truly indulge myself." Kyubey exclaimed as her body shifted once more, becoming larger as she crawled on top of the cocooned girl, her own body now the size of a wolf as she positioned the head of her shaft just above the entrance and gently pushed her hips forward. The tip of the Incubator's cock pushed past Homura's quivering lips and plunging  the Soul Gem deeper inside her soft, warm womanhood, claiming her first time.

"Mmm… ooooohh yes…" A small, pleasured coo escaped the Incubator's mouth as her member slid inside, spreading Homura's warm pussy walls open while getting a pleasured moan and a jerk of her hips in response, the girl's toes curling in pleasure as her pussy juices dribbled down the Incubator's shaft.

"MmmHmmhmm… ahhhh M-Mistress…" Homura moaned out as she felt the sheer size of the Incubator's veiny dick pushing and pulsing against her inner walls, the wet sound of it sinking making her shiver in pure ecstasy, it wasn't long before her body started to sweat within Kyubey's embrace from the pleasure consuming her. "S-S-Sooo good… Ahhhnn!! Uuuuhh…"

Kyubey in turn shuddered as she pulled her hips back, causing the inner walls of her slave's soft, warm womanhood to squeeze and loosen around her shaft as well as the Soul Gem, as if she was trying to coax an orgasm out of her. Homura in turn continued panting, biting her lower lip and letting out mewls of pleasure. The Incubator shivered as she pulled her shaft almost all the way out, leaving only the tip inside. Then Kyubey pushed her cock all the way in again and slowly began to thrust his cock in and out, working up a rhythm and slowly increasing her speed, her balls slowly picking up the pace and slapping against the girl's rear.

"Haaaaah, f-fuuuck… huhahh!! Aahhhnn!" Homura heavily moaned as she felt Kyubey's cock fill her up, leave her, then fill her up again, her Soul Gem glowing as it slowly shifted from purple to jet black with each thrust. Her body shook and trembled with joy as Kyubey clenched her long ears around the girl. The Incubator then picked up the pace as her cock pumped in and out of the girl's moistened pussy, making wet and sloppy noises as she fucked her senseless, all while pushing the Soul Gem deeper inside the girl, all the way until Homura felt it bump into her cervix, then Kyubey pulled back out, and pushed it back in, literally fucking both her body and soul jar simultaneously.

Kyubey sighed as her thrusts got stronger and faster, feeling the wet, silken walls of Homura's pussy clenching tightly clinging around her cock as it slid out, only to squeeze even tighter the second the Incubator plunged it back inside, the tightness of her pussy causing Kyubey's eyes to flutter open and closed in a haze of euphoric pleasure. 'Soooo tight… s-s-soo wet… ooohh soooo warm… and it feels so, soooo good!' She thought, the tight wetness combined with the complete violation of something pure felt so good, the very fact that it was being corrupted by her somewhat bogging her mind down under a hefty weight of horny desire.

"Oohhh… mmmhmhmhmm… ahhh~" Homura gasped and shuddered as Kyubey's stimulating ears caressed every inch of her smooth skin, letting her bask in total comfort as the Incubator assaulted her body with pleasure. Kyubey then pulled her cock all the way to the head before plunging it straight back in as deep as she could go, briefly slowing down the pace of her thrusts to increase the pleasure for her moaning slave. 

Homura's squirming caused her womanhood to tighten with twisting friction as Kyubey thrusted in and out at an even faster pace, fucking her sweet pussy ruthlessly while further corrupting the Soul Gem and with each thrill clinching thrust, cracks began to spread across Homura's Soul Gem, which was now completely black, further corrupting her and drawing her close to her orgasm. "Ooohh… I-uhh! I-auuhh… Mnnnh!" Homura groaned with each thrust, while she didn't understand where this feeling was coming from, it ultimately didn't matter to her helplessly entranced mind, especially with the Incubator's long ears caressing her smooth skin driving her wild with blissful exhilaration, building up to her first climax.

Eventually, Kyubey could feel herself drawing closer to release, and became all the more eager to conclude her merciless molestation of the girl, fucking her as hard and fast as she could in am effort to fully turn Homura into a massive slut who would live to serve Kyubey, even if she were to somehow free herself from the Incubator's spell.

"Aahh! Ah! Gah! Ooohh-oh-oh~" Homura gasped in animalistic gratification as orgasm rapidly approached, she could feel his head going light from overstimulation, being fucked senselessly by her Mistress forcing her womanhood to tighten it's wet, fleshy grip around the Incubator's cock as her mind went wild with arousal, every slam of Kyubey's shaft making her moan wildly as her heart continued to race, giving her stimulated body the signal that she was about to cum. "AAHHHH!" 

Letting out a grunt of satisfaction, the Incubator thrust her cock deep inside Homura one last time, hitting her release and shooting out load after load of her thick, hot cum deep inside of her pussy and up into her womb. And with that final action, the corrupted Soul Gem shattered, with Homura's released soul merging with her womb and Kyubey's cum, permanently turning the girl into an obedient slut.

"AAAGGHH!!" Homura screamed in pure blissful pleasure as she felt her stomach bulging from the Incubator's thick load. Unable to take it any longer with her heart racing and her body becoming utterly over pleasured, she finally came. "Hnnnng… AAAAH… HNNAAAHH!!" She screamed out loud as she reached her own climax, her cum mixing in with Kyubey's as her Mistress exploded inside her, her body trembling in pure pleasure.

Kyubey's body shivered and writhed as the two of them came together, their fluids mixing within and spraying out around her thick member buried deep and coating Homura’s inner walls with her essence. For a few minutes, the two rode out their climax together, with their combined cum oozing out of Homura’s cunt and flowing down onto the floor. The girl in question simply rested in the Incubator's embrace, panting from her exhausting orgasm with a blissed-out expression and her tongue hanging out of the side of her mouth.

After a few seconds Kyubey's shaft softened and slipped out of her slave's pussy, a little sore from having been tightened around so much by the girl's clinging inner walls. The Incubator ensured her long ears still had a firm but comfortable grip on her slave before raising her up into the air, the legs of the girl dangling limply save for the occasional twitch.

The young girl had been completely ruined, whatever innocence she had left having been literally fucked out of her.

"Mmmm… that's a good slave~" Kyubey sighed as she hovered towards the former magical girl, lowering her towards the Incubator's limp member, which was now coated with their combined cum and still dripping from the head "Now then, be a good little slave and clean this off for me~"

"Mmmm, y-yes~ Mistress' cock… Fuh… f-fill my m-mou-*GLUK*!" Was all Homura could say in response before the head of Kyubey's cock pressed against her lips, giving a small smile around the Incubator's shaft as she eagerly tasted the mixture of their cum.

Kyubey simply watched in amusement as her slave sucked and licked her cock clean. Hearing her gulp as she swallowed their cum nearly made her rise to solid hardness once again… only for the Incubator to withdraw her cock from Homura’s mouth, a string of saliva and seed being all that connected her lips to the tip, the shaft itself now slick with her saliva.

"Good girl~" Kyubey cooed as she gently stroked her face, gazing into her spiraling eyes. "I believe you've earned yourself a good night's sleep, so just close your eyes and rest… sleep and dream of your new life with me, my pet."
 
Upon hearing this command, Homura felt her eyes suddenly grow painfully heavy, drooping shut as her head leaned to the side, floating into a deep and dreamless sleep unlike anything she’d ever experienced before as she breathed deeply and slowly.

"...and soon your lovely friends will be joining you in blissful obedience." The Incubator added, already planning for her confrontation with the other Magical Girls…

-----

Unknown to either of them however, a certain individual had been quietly observing them both from a safe distance… hanging from her ribbons as she enjoyed the show.

"Well now… things just got a lot more interesting~" She whispered in an alluring tone while playfully licking her lips.