Kyubey teleported into Madoka's apartment with Homura still sleeping soundly while wrapped up in her ears. However, the Incubator noticed that the lights in the house were all off. Curious, she laid the resting girl down on the bed and floated into the living room in search of her next target… only to find someone else sitting on the couch.

Before her sat a girl with very curly blonde hair. Her attire consisted of a beige skirt with black tips, a short-sleeved white shirt with puffs and arm warmers, a brown corset, a small brown hat with white fur, gray and white striped leggings, and black and yellow knee-high boots. 

Mami Tomoe, another one of the Magical Girls.

"Looking for someone?" Mami asked mockingly, twirling a lock of her hair around her index finger.

"Where is Madoka?" The Incubator asked calmly, watching the girl wearily as she floated closer.

"She's out of town with her family for the day" Mami replied as the Incubator gazed at her intently.

Kyubey tilted her head in disappointment, as disappointed as a species not prone to emotion could be anyway. However, Mami's presence could in fact be beneficial. "Well, I can be patient, in the meantime, I would actually like to have a word with you-"

"Like how you had a word with Homura?" Mami interjected with a coy smirk before applauding her mockingly. "I must say, I'm quite impressed with how you handled Homura…"

Kyubey's ears began to extend. "You were watching us?" She inquired, although her tone made it clear it was more of an observation than an actual question.

"Naturally, she was quite a thorn in my side on certain occasions as well…" Mami replied, her voice taking on a more teasing tone as she got up and approached Kyubey. "And don't worry about getting exposed… after all, as you once said to Homura; I'm no fairweather friend-"

Before she could finish, Kyubey quickly extended her ears and wrapped them around Mami's head, blinding the Magical Girl the same way she did with Homura.

"I see that you know more than you let on." Kyubey began, floating towards the bound girl as her eyes blossomed into a kaleidoscope of colors once more. "Sadly, I can not allow you to interfere." She finished, carefully removing her ears and forcing the Magical Girl to look her in the eyes…

…only to be greeted by the sight of Mami's reflective ribbons, covering her eyes like a blindfold… with Kyubey's spirals being reflected right back at her. 

"Sorry to disappoint you, but I have my own ambitions." Mami chuckled as she leaned forward, catching the Incubator off-guard and leaving her unable to shut off her hypnosis in time.

Unfortunately for her, Kyubey had been intent on using the full force of her hypnosis to utterly destroy Mami's will, and Kyubey in her arrogance had failed to consider the possibility of such a power being turned on herself. Now it was far too late for her to close her eyes as the hypnotic rings ensnared the Incubator's mind within their grasp.

"N-No… wait… I can't-" Kyubey stammered with what little will she had left, her lack of emotions actually working against her as any foreign thoughts were quickly diminished, her mind unable to properly process the hindrance of losing them.

Mami couldn't help but this smirk amusement as the Incubator slowly succumbed to her own power, casually placing her hands on the Incubator's cheeks as she leaned in closer, pressing her forehead against Kyubey's, doubling the effects of her hypnotic gaze. "Oh don't be like that, all you have to do is… trust in me~" She whispered, singing the exact same song Kyubey had sung to Homura, if only to add to the delicious irony of the situation. "...yes, just in me… just relax.... and submit to me~"

With a coy grin, Mami summoned her ribbons, carefully wrapping them around her own waist, using her own magic to slowly fashion her ribbons into her own cock. Licking her lips, she then wrapped her remaining ribbons around the Incubator's body, spreading her legs to expose her slit. "Just relax… just give in~" She continued, watching as the hypnosis took effect, with Kyubey's eyes widening as her own hypnosis forced her mind to relax and submit. "...spread your spell… to your kin~" Mami continued, altering the lyrics in order to compel Kyubey to tap into the Incubator's hivemind, to share the hypnotic experience with the rest of them.

Kyubey quickly obliged, connecting herself to the hivemind, to every last Incubator in their home dimension, and sending continuous waves through it. Knowing it was only a matter of time before the other Incubators sensed the mental breach and retaliated, Mami slid her new shaft right between Kyubey's thighs. In any other situation, she would've eased into it, but time was of the essence and she couldn't afford to take things slowly.

Taking a deep breath, she swiftly thrust her hips forward, forcing her cock right into Kyubey's opening. Surprisingly, the Incubator didn’t even move, she just let out a quiet little whine as Mami forced her shaft deeper and deeper. "Mmmmph! S-S-Sooo tight~!" The Magical Girl gasped, her head swimming as waves of pleasure shot through her body.

Then, just as she pulled back she was surrounded by a series of flashes. As she expected, several Incubators of various colors and sizes immediately teleported into the room, surrounding her from all angles with their long ears outstretched. If it weren't for the fact that they had no emotions, Mami would have assumed they were all glaring daggers at her. Wasting no time she quickly set a powerful pulse of magic through her throbbing cock and shoved it into the Incubator once more.

"Stop!" They all chanted at once. "You shall not-"

Before any of them could attack her, the magic pulse spread through the hivemind in seconds, paralyzing every single Incubator with an intense wave of pleasure. Each and every one of them immediately found themselves moaning and writhing in pleasure as they were forced to feel every sensation Kyubey was experiencing.

"There we go-ooohh!!" Mami moaned, burying her shaft inside Kyubey's pussy inch by inch, savoring every moment as the Incubator's vaginal walls clenched and squeezed her hard cock. "Not so in control now, are you!?" Mami sneered, pulling out as quickly as she'd entered before thrusting faster and faster, relishing in the sounds of the surrounding Incubators, their yelps and gasps becoming more and more erratic while Kyubey bucked in her grasp. "And now to push you all over the edge! I want you to cum! Spread that experience to everyone here! Let every single one of them fall into an eternal, blissful servitude! Cum. for. ME!!!" She screamed, burying her shaft as deep inside her as she possibly could before emptying her seed inside the small creature.

Under her command, Kyubey's entire body suddenly began trembling as her pussy squeezed tightly around the Magical Girl's cock, experiencing its own climax and spreading said experience to the others throughout the hivemind.

"OoooOOOooohhhHHH!!!??"

*PING*

Mami was then treated to what you could only describe as an orchestra of orgasmic bliss, every single Incubator shrieking and moaning in unison as they were forced to endure the exact same pleasure, their bodies shifting as their own cocks grew erect in response, signifying that they had all fallen under her spell.

"Mmmm… now that was an amazing experience… quite risky, but I'd say it paid off." The Magical Girl smirked, turning her attention to all of the Incubators surrounding her as they floated aimlessly, seemingly awaiting her next command. "Alright boys, you're all gonna pleasure your new Mistress until she can't move… and after that will move on to the other girls, understood?"

Not a word was spoken and the incubators extended their long ears towards her, quickly wrapping them around various parts of her body and lifting her off the floor, her legs and feet swinging below her body as she was angled to face the ceiling.

Mami shivered a little as she felt the soft ears of the Incubators caressing the back of her head, another two sliding down her legs towards her feet. She opened her mouth and eagerly took the first cock, wrapping her lips around it and hungrily licking at the tip almost straight away. The Incubator shuddered as it felt her tongue lapping and swirling around the head before playful sucking in the rest of its shaft.

Her mind briefly fell into a blissful haze as she felt their soft ears caressing every inch of her body, her legs, breasts, thighs, pussy, ass, her feet… she even felt some of them shifting to grow fingers, gently pinching at her nipples or rubbing her womanhood. It was like a soft full-body massage that she couldn't escape from! Not that she wanted to…

And all the while she continued pumping her own cock in and out of Kyubey's pussy, the sensation of its tight inner walls gripping around the length of her shaft driving her wild. She soon found herself thrusting her hips even faster, forcing even more of her length inside the Incubator.

'Mmm, yes… deeper… more…' She thought, gagging slightly as the cock was plunged deeper, nearly reaching the back of her throat, much to Mami's amazement. The Magical girl started to drag her lips up and down along the Incubator's shaft, her head enthusiastically bobbing up and down its dick without pause. Another Incubator that was blue in color positioned itself above her waist as the others spread her legs, running the tip of its shaft along the length of her slit, parting her pussylips ever so slightly and causing the magical girl to shudder in anticipation. 'Yes, that's it, just shove it in-ooohhh!!'

"Mmmmph!" Mami moaned around the shaft in her mouth as she felt the tip of the shaft sliding into her depths, then with one thrust, it plunged right in. Her eyes went wide as she bounced her hips upwards again, sliding her length in and out of Kyubey's pussy at a faster pace. The Magical Girl couldn’t help but grab hold of the Incubator’s waist, forcing it up and down like a living fleshlight. "Mmph! Mmphh! Mmmmmmph!!"

Unlike Kyubey who at the very least had a better understanding of humans, these Incubators were rather unceremonious in their actions. They weren't careful or slow, nor did they care for how rough they were being with their "partner", all that mattered was pleasuring their new master. 

Now balls deep inside Mami’s pussy, the blue Incubator started fucking her relentlessly, slamming against her hips like a jackhammer with no restraint. Each forceful thrust pushed the Magical Girl's face against the red Incubator's balls, rubbing her nose against it and tainting every breath she took with the scent of its musk.

Less than a few minutes had passed and yet Mami had already fallen in love with the feeling of being fucked and taken by all of these creatures while fucking Kyubey ruthlessly. The feeling of all of them ravishing her body with little to no restraint, their soft furry ears wrapping around her body while groping and stroking every inch of her…

However, to her surprise, the Incubator fucking her mouth came almost immediately, the bitter taste of the creature's seed snapping her out of her daze as the first load splashed against her tongue and the back of her throat. 'Really, these things should have more stamina than-' The realization quickly hit her; it was due to all of their shared senses. The amount of pleasure they felt had been greatly intensified to the point where their sexual stamina wasn't as long as it was when only one of them was having sex.

Mami was quickly proven right as the one pounding into her womanhood came soon afterwards, she felt its warm seed flooding her inner walls as the blue Incubator slowly withdrew its cock during its climax, one the final spurt splashing across her pussylips. Disappointed that she hadn't experienced her own, Mami gulped down the red Incubator's cum before glancing over to a bright orange Incubator with yellow-tipped ears and gesturing for it to come closer.

The orange Incubator nodded obediently and floated towards Mami, taking the red one's place as soon as it had pulled out. Wasting no time Mami eagerly sealed her lips around the new cock as soon as she felt the tip of its shaft pressing against them. She then noticed a black Incubator with white patterns hovering over the blue one just as it pulled out, and this one's cock was much bigger than the first two, which caused the Magical Girl to smile around the orange one's cock. 'Okay big boy, let's see if you can satisfy me.' She thought as she spread her legs apart, allowing the black Incubator to angle his cock downward and gently pressing the head of his penis into her leaking folds.
 
The body of the Magical Girl jerked in response as the black Incubator trusted deeper into her womanhood, with her now feeling the tight sensation of Kyubey's pussy gripping around the length of her shaft making her shudder as the black Incubator made its way further in, her own tight inner walls gripping at its shaft with all their strength.

'Ooohhhh NOW we're talking!' Mami thought as her eyes rolled back, she was having the time of her life, breathing deeply through her nose as she bounced her hips upward into Kyubey's pussy without even realizing it, pumping her length even deeper inside it. The orange one then surprised her with an even deeper thrust, forcing its cock right down her throat! 'Mmm… not as big as the previous one… but definitely the longest!' she thought, moaning around it as her pussy hugged and squeezed the black one's shaft inside her. 

The room was filled with the sound of their hips slapping and colliding, it wasn't long before Mami was squirming around both cocks, her entire body bucking uncontrollably from the intense pleasure. And just when she thought it couldn’t get any better she felt her own member begin to pulsate within Kyubey's pussy, a soft moan escaping her stuffed mouth. 'Mmmm yeah… fuck me! F-Fuck me harder!' The horny Magical Girl thought as she pulled her head back before forcing her lips back down along the length of the shaft. 'FUCK ME LIKE A WHORE!'

Seemingly sensing her thoughts, the black Incubator started pounding her with all of its might, her insides squeezing tighter around the shaft as she felt the entirety of it being forced inside her with renewed vigor. Mami's breathing began to pick up, letting out even louder moans hushed only by the cock in her mouth. This in turn prompted both Incubators to get even rougher with her, to the point where she could legitimately feel his length continuing to grow within her throat and inner walls. 

To her utter joy, she felt her own climax fast approaching, each thrust flooding her body with pure ecstasy and combining with the feeling of Kyubey's pussy squeezing onto her cock, as if it were trying to milk her dry…

'YES, YES!! OOOOHHH YEEEES~!!'

…and finally, her back arched with a long, muffled scream. Mami's fists clenched and her toes curled as she came wildly around the shaft inside her. Her body started convulsing in pure bliss as the full force of her orgasm rocked her senses, her pussy lips clenching around the hard cock as her juices were smeared along its shaft. The two Incubators came a few seconds later, pouring their warm seed deep into her stomach and womanhood and sending shockwaves of pleasure throughout her nervous system.

This in turn caused Mami to pump her own fluids right into Kyubey, who let out a series of short shrieks in response, its tiny body twitching wildly until her orgasm eventually ceased. Without realizing it, her ribbons pulled Kyubey off of her cock and let it slide onto the floor, all the while her body involuntarily jerked and spawned as she came. The two cocks inside her twitched and erupted inside her, flooding her mouth and pussy with cum. The moment one poured its seed into her she nearly had time to swallow before another pulled her head towards another's dick. It didn't exactly bother her as she greedily sucked on the next shaft, bobbing her head up and down as another Incubator forced its cock inside her womanhood.

It wasn't long before another one of the Incubators pressed its shaft against her anus, causing Mami to jerk and shudder,  clenching her eyes shut as she felt its length sliding in inch by inch. While it took a few seconds for her ass to adjust to the girthy cock inside her, Mami rushed every second of it, her eyes rolling back as she felt its entire length being buried inside her. However that sensation of euphoria was intensified the moment she felt a second cock slide inside her pussy, she honestly couldn't tell if another incubator had forced itself inside her.. or the one fucking her had suddenly grown a second dick. 

Either way, it felt amazing!

Mami gasped as the two shafts were slammed into her over and over, her ass cheeks slapping against the Incubator beneath her while her lips were pushed further apart by another cock sliding in alongside the first one.

'F-F-Fuuuuuck…' Mami thought, groaning as she felt a second orgasm building up inside her. 'Fuck, fuck, fuck…'

The feeling of all these cocks ferociously violating her body…

'…f-f-fuck, f-fuuuuck…'

…ruthlessly ravaging her while leaving no room for her to take a breather…

'Fuck-fuck-fuck-fuck-fuck-fuck-fuck-fuck-fuck…'

…penetrating, stretching, and fucking all of her holes beyond their physical limit…

'F-F-FUUUUUUUUUUUCK!!!'

And finally, a flash of pleasure from her latest climax surged through her body, convulsing as the Incubators pulled their cocks out of her mouth, pussy, and anus. But the moment Mami was able to see properly again, she noticed that the Incubators surrounding her had also resorted to pleasuring themselves right over her! In mere seconds, the Magical Girl shuddered as she felt several loads of seed raining down upon her, each and every Incubator shooting thick streams of cum all over her body.

"Oooohhh yeah… cover me, paint me with your seed, your filthy Mistress demands it!" She cooed as their warm cum splattered across her body, coating her small breasts, her belly, her chest, her waist, and even her arms and legs. The Magical girl continued to let out orgasmic moans, relishing in the feeling of their seed decorating her skin.  

…and as the remaining Incubators approached her, she knew that there would be plenty more for her to enjoy…

It wasn’t long before Mami stopped keeping track of the number of cocks she'd taken inside her, or the number of loads her new servants had unloaded inside her. In fact, she had no idea how long her personal orgy had gone on for.

An hour? Two… maybe three?

As she basked in the afterglow, Mami couldn't bring herself to care, instead choosing to relish in the feeling of having every inch of her skin sticky with cum. The whole experience had been overwhelming, exhausting, and mind-blowing… but still absolutely amazing! All she could do was lay there trembling as her body went limp and her most recent climax died down, all the energy having been drained from her body.

"Mmmm… that was incredible…" She sighed as she slowly lost consciousness, as she finally drifted to sleep, only one thought remained. 'I can't wait to share this experience with Madoka… and the rest of the girls…'