Note: The characters in this story are not my creation. They are the property of Sega, & some other guys, I think. Also, this story involves lesbianism, breast expansion, bestiality (if you consider Cupil an animal), shemales, & borderline domination. If you don't like any of that, print this story out & burn it. I won't mind.

Skies of an Alternate Arcadia
Part One: A Hard Lesson
Mister Grey

 "I'm glad Vyse is letting us deal with the prisoners." Aika said to Fina as they walked together through corridors in the Delphinus. Aika could barely take her eyes off Fina. No matter how often she saw Fina's breasts, she couldn't get enough. They were simply huge. Aika had always thought she had large tits until she had seen Fina for the first time. She couldn't understand how Fina could walk so straight & tall with those swaying monsters, easily larger than her head.

 They approached a door that had once been a stateroom, but had been converted into a sort of brig. Stepping inside, they looked in at the prisoners contained inside. Aika smiled grimly as she looked at the two naked women tied to chairs in the dimly lit room. These women had dared to pretend to be Aika & Fina, & now they would pay. Only not in the way they might think.

 The purple-haired girl calling herself Anita glared at them, her blue eyes flashing defiantly. "Do your worst!" She yelled at them. She couldn't decide what the women had in mind. Aika looked angry, but there was also a look in her eyes of...hunger, she supposed was the best word for it. Fina, however, looked nothing short of lustful. This really worried her. She glanced quickly at her companion. Fiana sat in her chair like a queen in a throne, albeit one she was tied to.

 "Look at them." Aika said, shaking her head. "Don't they look uncomfortable, Fina?" Fina nodded silently. Her breasts bobbed also, causing Aika to nearly drool. She wished almost desperately she could have tits like those. She was very wet now, & could feel juices leaking down her leg. She was glad she wasn't wearing panties.

 Aika sighed & moved towards the women. "Well, let me get rid of those ropes for you." She untied the women's bonds, except for their feet, which were still bound to the legs of the chair. When she was done, she looked at both of them in disgust. "What the fuck is this!?" she exclaimed. "Did you really think you could pretend to be us with those?" She cupped one of the girl's tits in each of her hands. Anita shrank back & snarled as she felt her B-cup breast rubbed. Anita only frowned deeper, a slight flash of defiance in her red eyes as Aika groped her one of her D-cups. Anita had to admit that while they were big, they were obviously nothing compared to the massive mammaries Fina's dress was straining against. Despite her complaints, Aika seemed reluctant to let go of the titflesh in her hands. Finally, she stopped her minstrations, moved the women so they faced each other, & returned to Fina's side. Unseen to the two prisoners, Aika grabbed Fina's shapely ass.

 "Are you sure about this?" Fina asked Aika. The redhead nodded. Fina stretched out her right arm, exposing a silver bracelet. Anita had only a brief second to wonder what sort of torture device the bracelet night be before it transformed before her very eyes. It flowed off her arm like a liquid before reforming next to Fina's head as a globe with a slight curl at the bottom. It had a face, & strangely enough, it seemed to be smiling.

 Before Anita could say anything, Fina spoke again. "This is Cupil." She stated simply. "And he is about to get to know you very well." Cupil again transformed. At first, Anita could not tell what it was changing into. After a few seconds, the new shape was apparent.

 "No!" yelled Fiana, the first time she had spoken.

 "Yes." Aika growled. Cupil moved towards both the women rapidly. A light sweat broke out on Anita's body, but she had a feeling there was a lot more sweating to come.

 Cupil, now shaped like a large double-headed dildo, moved between Anita & Fiana. He was not very long, but thick enough that Anita guessed she would not have been able to wrap both her hands around it. Interestingly, that curl was still there, right in the middle. She thought that they were too far apart for it to be effective, but then, almost in answer to her thoughts, Cupil started getting longer. She closed her legs to prevent Cupil from entering her, but unseen to Anita, Aika had stepped behind her. She leaned forward, & Anita could feel Aika's clothed breasts on the back of her neck & her hot breath in her ear. Anita was ashamed to notice she was being turned on by it. Aika reached down & forced Anita's legs open. She couldn't resist, Aika was apparently a lot stronger then she looked.

 Anita could see Fina standing behind Fiana. Fiana, however, was not struggling. Fina was pinching Fiana's nipples & nibbling on her ear, while Fiana ran her fingers through Fina's shoulder-length blonde hair. Anita had just enough time to be shocked to see Fiana turn her head to kiss Fina when she felt Cupil go inside her. It was a strange feeling. Cupil felt cold & vaguely metallic. He filled her well, going deeper in then Anita through he should be able to. He was also vibrating slightly.

 At that moment, she heard Aika hiss in her ear. "Why should they have all the fun?" she asked huskily, as she began rubbing Anita's flat stomach. Anita felt something soft invade her ear, & she knew it must be Aika's tounge. Aika's touch, while gentle, was strong, & Anita could hardly do more then put up a token struggle. She continued to look at Fina & Fiana, who were making out passionately. Despite herself, she closed her eyes & let out a soft moan. She could feel her body giving into the the erotic sensations, & felt betrayed by small part of her, quickly getting more prominent, that was enjoying this. She felt a pressure on her clit, & saw that Cupil had created a sort of French tickler that was playing with both the women's love buttons. She moaned again & shivered as she felt a light orgasm ripple across her body.

 "Ooo...did you just come?" Aika asked Anita, still up against her ear. The hot breath across her wet ear only caused the orgasm to intensify. Aika grabbed Anita's head, twisted it, & roughly stuck her tounge down Anita's throat. Anita fought for a few seconds before the urges in her head won over & she returned the kiss. From the sounds she could hear across from her, Fina was sucking on Fiana's nipples. The sounds of sex permeated the room, & it wasn't long before Anita reached her third orgasm, this one much more powerful then the first two. She almost bit Aika's tounge as the first wave crashed over her.

 Aika suddenly jumped up & stormed over to Fina. "This is bullshit!" she yelled. "I want to come too!" She yanked Fina away from Fiana & dragged her to her feet.

 Fina looked down at her friend & sometime lover with confusion. "But...I thought we were supposed to be teaching them a lesson."

 "They've learned." Aika spat, rubbing desperately at Fina's still robed breasts. "I need you, now! Here," Aika said as she reached over & pushed Fiana closer to Anita until their knees touched. This drove Cupil even farther into them, causing both to scream in pain & ecxtasy. "You two can take care of each other. Now, undress me." She said sharply to Fina.

 Anita & Fiana both watched as Fina began taking Aika's dress off. Aika obviously hadn't been wearing a bra, her nipples were clear through the material, but now it was apparent she wasn't wearing any panties, either. Her large breasts were mouthwateringly round & firm, without a hint of droop. Her clean-shaven snatch was dripping wet, & Aika was already fingering herself fiercely by the time Fina began undressing herself. A forth orgasm tore through Anita, & by the time it was done, she could see that Fina was nude. Her magnificent tits hung pendulously almost to her navel. Anita was so captivated by those giants that she didn't notice at first what was in Aika's hand. When she finally peeled her eyes off Fina's tits, she noticed that Aika had a rather large cock in her hands. What blew Anita's mind was that the cock was attached to Fina! It was over a foot long & still getting hard. Aika & Fina were kissing furiously, & by the time the cock was fully hard, it had to be as thick as Cupil, & over a foot & a half in length. She was about to ask Fiana if she was seeing this when she noticed that Fiana had been kissing her neck for a while now. She also realized that Cupil was starting to vibrate more & more.

 "Oh, God." was all Anita could say.

 "Think that's big?" Aika asked teasingly. She began inserting Fina's cock into her pussy. "Ahh...you should see the Captain's." Aika smiled as she watched Anita turn her head & begin kissing & fondling Fiana, who returned suit. Aika continued to watch as she leaned Fina backward, laying her on the floor. She wasn't really mad at them for impersonating them anymore. "After all, imitation is the sincerest form of flattery," she thought as she began grinding on Fina's cock. They would make a fine addition to the crew

 As they fucked, Aika thought back to when Vigoro had shown up in her jail cell. He had possessed the largest dick Aika had ever seen, though Vyse was a very close second. It was too bad Vyse had gotten so jealous when he had found them banging on the cell floor, she would have liked to have brought Vigoro back to the Delphinus with her. She was sure she could have knocked the conceit out of the Admiral. Oh well, at least Vyse had waited until they had come before kicking Vigoro's ass.

 Aika was brought back from her revelrie a violent orgasm. Fina had flipped Aika onto her back. Fina's breasts rested heavily on Aika's chest while the taller woman pounded into her with reckless abandon. The only time Fina was ever aggressive was during sex, & apparently the sight of two sexy dopplegangers getting fucked by her pet/friend was driving her to new levels. Her green eyes glinted with feral lust as she grunted savagely between her teeth. Aika's orgasm had been going for a minute now, & showed no signs of stopping soon, so she decided to let Fina have her fun for now.

 Had Aika been paying attention to her look-alikes, she would have been astonished to see what was going on. While she was reminiscing about her jailhouse romp, Anita & Fiana had experience a dozen orgasms between them. During Anita's sixth, Cupil's vibrations had reached a peak & then tapered off. At the same moment, both women felt a distinct tingling in their breasts. Fiana had been playing with Anita's breasts, & it felt almost like Anita's breasts were swelling. Looking down, she saw with mild shock it was true. Anita's breasts, which had barely been handfuls a moment ago, where now spilling out of Fiana's delicate hands. She could see the same was happening to her own. She had always liked that her breasts were large enough to let her lick her own nipples, & now it looked like it would be a lot easier to do that. Smirking, she decided to try it out.

 Anita opened her eyes to see why Fiana had stopped tweaking her nipples. Just when they were starting to tingle so pleasantly, too. Her mouth fell open as she saw Fiana sucking on her own nipple with relish, which was a two-hand job now. She thought she was only imagining that Fiana's tits were bigger until she looked down & saw her own. They were about the size Fiana's had been before. She decided to try what Fiana was doing. As she popped her thumb-sized nipple into her mouth, she cast her thoughts in Aika's direction. "Make fun of my tits, will you?" she thought. "Now who's got the nicer rack?"

 Fina felt Aika's hands close around her elbows & knew she was about to be on the bottom again. Fina knew Aika liked to be on top, & knew Aika was stronger then her, but the massive tool between her legs made her feel so powerful when it was hard. She wished she could make it bigger, she wanted to be at least as big as Vyse. But she knew he wouldn't approve. Aika had told her about how jealous he was of Vigoro, who was only slightly bigger then him, so she knew he wouldn't like it if she was also bigger then him. Maybe there was something she could do about that, though...

 Her thoughts were stopped by the feeling of her nuts tightening. Her orgasm was coming. Aika was back on top, & she was holding Fina's arms down by the wrists. Aika knew how much Fina liked tweaking her nipples while she came. She supposed Aika was punishing her for her disgression. "Oh well," Fina thought. "This feels like it's going to be a huge orgasm."

 Aika could feel her third orgasm since straddling Fina approach when Fina yelled below her "I'm cumming!!" Seconds later, Fina let out a scream that Aika was sure could be heard in Nasrad. She began gyrating faster in an attempt to come with Fina as she felt the already huge dick expand inside her. Fina shot her first load just as Aika reached climax. She was cumming so hard she added her screams to Fina's, & Anita & Fiana both stopped what they were doing to watch agape. Fortunately, Cupil had not stopped, & their screams of orgasm were soon added to the mix. The four of them came for 10 minutes while semen poured out of Aika's pussy in buckets. By the time the four of them came down, a puddle of mixed semen & pussy juices had spread to their knees.

 Aika got shakily up to her feet & looked at the dopplegangers. Her brown eyes widened with horror when she saw the two of them. "What the fuck!?" she screamed. She leaned down & yanked Fina to a standing position, semen still dripping from her cock. "What the fuck is with their boobs!?"

 Fina was too groggy to understand at first. Slowly, she realized what Aika was refering to. "Oh, Cupil did that. That's how mine got so big." She hefted one to illustrate.

 "Well, why didn't you ever tell me?" Aika asked, stomping on the ground & almost slipping on the semen.

 Fina shrugged. "You never asked."

 Anita looked up in surprise. "You mean you never did this before?"

 "I never needed Cupil. I had this." Aika responded, stroking Fina's sperm-covered cock. Licking the sperm off her hand, she looked angrily at Fina. "Get Cupil over here now!" Aika stormed. "I want huge boobs too!"

 "Come here, Cupil." Cupil immediately disengaged from both women & flew to Fina. He retained his former shape, & Fina began licking the juices off him. The attention was enough to came Cupil come again, & Aika watched with hungry eyes as Fina's breasts got a little bit bigger. Had she been paying attention, she would have noticed Fina's cock grow a little, too.

 "They didn't get much bigger." Aika pointed out.

 "Well, I have been doing this for a while. I guess the effects lessen with time."

 "Whatever, as long as I get boobs like yours." Aika said as she walked over & untied the two women's legs. "Tell him to come to me. I have an idea." Aika said with a wicked grin. At Fina's command, Cupil flew into her hand, & she inserted him about halfway into her. Cupil seemed to understand what she wanted, as he flowed around her so that she looked like she was wearing a silver strap-on.

 "Alright, now listen," Aika said, swaying slightly so she could observe her fake cock bobbing around. "This floor is a mess. And looking at you, Anita, I'd say you haven't quite learned your lesson yet. I want you to clean it up." Anita began looking around for a mop. "With your tounge," Aika finished.

 Anita looked at the both of them. She knew Aika could easily overpower her, & for all she knew, Fina could, too. She hesitantly got down on her knees & crawled to the pool of semen on the floor.

 "Excellent." Aika said. "Now, Fiana, come over here, so I can show Anita what to expect for obedience." Fiana complied readily enough, standing up, still with that haughty air. She was even taller then Fina, & when she stood in font of Aika, she felt like she was looking straight up to see her. Despite her pompous air, however, there was nothing but animal lust behind her red eyes. Aika also noticed that Fiana couldn't keep her hands off her new breasts. They were easily the size of cantalopes, but still small compared to Fina's.

 Aika looked down & chuckled silently. Fiana was standing with her legs spread, the Cupil Strapon between them. It didn't look at all like a real cock, but Aika still got a thrill touching it & pretending it was hers. In the back of her head, she had always wished she had one like Fina's. She beckoned with her finger, & Fiana stepped closer until her breasts her nearly smashed against Aika's face. She breathed lightly on her nipples in front of her & watched them get harder. This was all too much for her. Without saying a word, she grabbed Fiana by the hips & lifted her. A slight grunt of surprise escaped Fiana's black painted lips with the ease Aika picked her up. Almost psychicly, the Cupil Strapon rose to meet Fiana's snatch. Fiana wrapped her legs around Aika's waist to allow entry. With a single thrust, Aika forced half the Cupil Strapon into her. Within seconds, they were both grunting & grinding.

 Fina alternatively watched her friend hump her doppleganger & Anita. She noticed that Anita seemed to be enjoying her task. She had no doubt this was not the first time the purple-haired beauty had eatten sperm. Fina realized that her cock was hard again, & she had been stroking it with one hand & playing with one of her huge nipples with the other. Looking at Anita again, she couldn't help but notice how deliciously round Anita's heart-shaped ass was. All of a sudden she felt those aggresive urges building in her again. She quickly dropped to her knees & grabbed Anita by the hips.

 Anita looked up & into Fina's green eyes. "You want a piece of this?" she asked with a snarl.

 "Hey! Who told you to stop cleaning the floor!" Aika yelled in a muffled voice, while sucking on one of Fiana's tits. She was still standing & holding Fiana, & didn't seem to be showing any strain.

 Anita scoffed lightly, returning to her task. "Go ahead," she told Fina. "I've had bigger, anyway."

 Fina giggled, putting one hand to her mouth. "I doubt you've had it where I'm about to put it."

 "Wha...AAHH!!!" Anita yelled as Fian pushed her way into Anita's asshole. She was being gentle, & was still well-lubed from the juice & semen of her previous encounter, but Anita had never had anything larger then Fiana's finger up there before.

 Fina inched her way in slowly. Anita licked up the rest of the sperm to take her mind off the pain. Slowly, around the time Fina was halfway in, her anus loosened & the pain gave way to a new sensation. It was similar, but also very different, then the feeling off having a dick in her pussy. Fina seemed to be having a similar thought.

 "Ooohhh, you are sooo tight!" Fina leaned over & cupped Anita's tits in each hand & began kneading. Anita could feel Fina's enormous jugs all over her back. Fina began kissing Anita's neck as she said "I wish Aika would let me do this with her!"

 "Fat chance!" Aika yelled, still muttering over Fiana's breast. Fiana began shuddering in orgasm, her 8th of the night. Aika soon followed with her 4th, 7th if you count the furious masturbating session she had earlier in the day while thinking about tonight. Fiana leaned her head down & began kissing Aika, who eagerly reciprocated. They began grinding harder, the slapping sounds of their thighs & breasts smacking together with increasing ferocity.

 "Mm...I'm cumming again." Fina moaned into Anita's ear, kissing her lightly on the cheek.

 Anita groaned. "What? You're done already? I was just getting to enjoy this."

 "Done? I am not done. I am a Silvite. I can keep at this pace for hours."

 "Hours? I might loose bowel control if we go that long."

 Aika pulled herself from Fiana's face. "You should have thought of that before you tried to impersonate us." She then yelled as another orgasm hit her.

 "That was fast." Fina commented, as semen poured out of Anita's ass & got all over her lower body.

 "Yeah," Aika moaned, still cumming. "Cupil is starting to vibrate harder."

 Fina, who had been spooning sperm with her fingers & feeding it to Anita, suddenly clapped her hands together & smiled like a small child. Anita continued to gyrate on her cock, destroying the air of innocence. "Oh! Cupil is cumming! How nice for you, Cupil! He's never come so much in one day." She went back to feeding Anita sperm.

 "So my boobs are about to get bigger?" Aika began thrusting faster, her hips becoming a blur. Seconds later, Cupil's vibrating began to taper off, & Aika began to feel tingling in her chest. Fiana was familiar with the feeling by now, & she gave a throaty chuckle.

 Fina pooled an especially large amount of sperm into her hand, & held it out in front of Anita's face. Anita began lapping it up like a cat with a bowl of milk. "You like sperm, don't you? You could have all you want, you know. If you...Ahhhh..." Fina shuddered as she came again, spilling a fresh deluge of semen onto the ground. After the waves of pleasure subsided, she continued. "If you agree to work for us, I can make sure you have all the sperm you could ever want."

 Aika laughed, still thudding in & out of Fiana. "Fina, always the diplomat." She said to no one in particular. She looked down & saw her tits. "They're amazing! Still a little small, though. Yours are starting to get as big as Fina's." She gave one of Fiana's tits an appreciative lick.

 "So are you satisfied?" Fina asked, playing with Anita's tits while the woman had her 10th orgasm of the night.

 "Satisfied? Hell no! I want to have the biggest boobs here! In fact, why don't we switch partners? I don't want Fiana to stay bigger then me."

 "Fine," Fina said, cumming again. "But first, there seems to be a lot more sperm on the floor."

 "That's alright." Aika said, pointing Fiana over to Fina. "I'm going to play with Cupil by myself for a couple minutes."

 Fiana walked over to Fina, staring at her cock & scowling. Fina put her hand to her mouth & giggled again. "You don't have to worry. I've had enough of anal sex for now. However," she said, looking sterner, "My cock is in need of cleaning." Fiana nodded her head, kneeled to the ground, & began sucking Fina off. While Fina received one of the best blowjobs she had ever gotten, she looked over at Aika. Cupil was still in strapon form, & Aika was stroking him like a real dick. As she watched, Cupil came again, & her breasts grew more, becoming noticably larger then Anita's were now. She thought back to when she had discovered these strange properties of Cupil's, & how shocked she was to see the other effect Cupil had on her physiology. For you see, she was not born a shemale. She smiled at Aika & thought that at the rate she was going, she'd have a dick to rival Fina's in a week.

To be Continued...