"Ahhh..." Luma's hand closed around her own red member, engorging in anticipation of the fun to come; one of her tails teasing at her feminine folds and ballsack. "Yesss... Enjoy it, slaves," Luma encouraged them, eyes glittering. "It'll be your last time with that equipment."
The words sent a chill through the two captive heroes. But neither fear nor rage was enough to douse their magic-fueled libido. And, struggle all they liked, they did no more than ramp up Luma's own arousal at the display -- the tentacles were far too strong for even a werewolf to break without leverage. And soon their bodies succumbed fully to lust spell and stimulation, jerking not to escape but to hasten climax.
Steve broke first, whimpers wrung from his throat as the tentacle pumped thick spurts of wolf seed from his cock. The "missiles" struck Luma's shield and deflected to spatter the path left and right of the Kitsune. A second later Mariel strangled a scream of humiliation as tremors of pleasure rocked her flesh and fluid began to pour out around her own pleasuring tentacle.
"Are you... done, witch?" she gasped once the worst of it was over, still managing to put some bite into her voice.
"That's 'Mistress' to you," Luma retorted with malicious playfulness. "And I -- haven't even -- begun yet! Ahhh!"
Her words rose into a musical moan as her own seed began to shoot forth. With careful aim she struck first Mariel and then Steve in the chest with the enthralling essence. Still held aloft, Mariel could not recoil, merely stare in disgust as hot tears dripped from her face to mingle with the cum on her breasts. Steven just hung his head in defeat.
Yet even as they burned with revulsion and humiliation, they felt their lust redoubling. New moisture built up around the tentacle inside Mariel; new seed swelled Steven's balls. Worse, Luma's claim to be their mistress began to worm its way into their minds, the desire to submit filling their heads with the musky scent rising from her semen.
"Ahhh... Now we begin," declared Luma with sexual satisfaction. "Get ready to embrace your inner bitch, Steven."
"You... you wouldn't... dare," he growled weakly, his body still trying to hump the tentacles despite himself.
"'Dare?'" She laughed -- then snarled. "You dared too much when you attacked me! By coming here, you've given yourselves to me. Your bodies are mine, to do with as I please -- and it pleases me, now, to increase my production of wolf milk.
"Oh yes," she responded to Steve's increasing look of horror. "Wolf milk is much in demand. So a milking bitch you shall be."
"No -- you can't --"
The words of Luma's spell cut cruelly through his protests. Steve felt his body heat up. Cock and balls clenched and spasmed as electricity ran up them to eight points along his front -- beneath his nipples and six paired spots below them.
"No --!"
"Let us get a little more light..." Luma began to literally glow, wisps of faerie fire flickering over her fur "...so that Mariel can see what is happening to you."
Mariel shook her head -- but could not help watching.
"Why not thank me for this unasked mercy?" continued Luma. "Here you came to do harm to me and mine, and in return I give you bounty -- an endless bounty of milk for my slaves and my customers; endless bounty of pleasure for you!"
Too truly did she speak. Already he could feel the pleasure overtake him. New nipples budded across the light grey fur of his belly, to be at once assaulted by the tentacles. His voice cracked in the middle of a moan as mammary tissue began to build up under the rubbing members. Meanwhile the rest of his body seemed to melt in sexual warmth. Bone and muscle slimmed down, replaced by voluptuous fat on hips, thighs, and those breasts; shoulders drawing closer together beneath the black fur of his back.
"N-n-naaaahhh...!" His protests began to die away as images of knotted cocks and nursing puppies began to dance in his mind. He felt his penis twinge in the tentacles' grasp, and pull back against it.
"Werewolves are so easy to tame," Luma commented. Once more she stroked her own maleness as she watched her victim lose his; but slowly, wishing only to be ready for what was to come. "Lycanthropy brings you much closer to those primal instincts of breeding than other beastmen are. And then there's that pack insinct -- submission to your alpha built in to your brain." She mrred in pleasure as adequate amounts of pre-cum began to flow out, letting her lube herself. "You just need to realise who that 'alpha' is."
"Fight it, Steve," Mariel pleaded. "Please..."
"Why would she fight it?" Luma stalked forward. Tendrils withdrew before her as she caressed Steve's cheek, smiling as he flinched slightly, then let his head rest in her hand. Her other hand reached between his legs...
"When it feels..." Tenderly she stroked over the feminising werewolf's shaft as it shrank back into clitoral hood.
"So..." Gently pushed his balls back into the slit that opened below it.
"Good..."
She teased the now female genitals a bit more until she felt hot liquid on her fingertips, which she then lifted to Steve's lips.
"Taste," she commanded. "Taste yourself, bitch." Steve's tongue lapped out and scoured off the liquid. "Good girl." She moved both her hands to the werewolf's breasts, now fully ripe and heavy with the promised milk. With the tentacles withdrawn, they were already beginning to ache, and Steve's last bit of manliness wicced as he felt Luma's touch relieve them -- that precious, white fluid leaking between her luminous fingers.
"Doesn't that feel good, slave?" She was taking her time, thoroughly kneading each breast in turn, emphasising to the werewolf her utter helplessness and womanhood.
"Y- yes..."
"Yes? Yes, what?"
"Ahh...?" Steve stared at her, eyes distant. Luma leaned in, her whiskers tickling along the she-wolf's cheek as she whispered into her ear.
"Yes, Mistress." She tweaked a nipple. "Say it for me, slut."
"Ah! ah! yes! Yes, Mi-Mistress...!"
"Good girl." Luma's hands lifted from the lowest pair of boobs. "And now... for my pleasure..." She slid around behind the werewolf, the last tentacles relinquishing the she-wolf to the grasp of her tails as they coiled around Steve's arms and legs. "Down, bitch," she growled softly as her hands reached around to once more squeeze the furred, milky globes on Steve's front. Luma's hips were already thrusting, rubbing her canid maleness between the werewolf's ass cheeks. "Let your Mistress mount you."
Steve shuddered at the words.
"Don't!" cried Mariel, whose sharp elven ears had caught the words.
But Steven was too far gone. Though in his heart of hearts he had not truly accepted Luma as his Mistress, the she-wolf ruled him, and she wanted sex with this powerful "male." Slowly, a little awkwardly, she followed the pull of Luma's tails, guided into the ancient position, front breasts smooshing against the garden path, Luma's hands shifting to her thighs.
"Good..." Steve felt the burning rod slide down the canyon between her rounded buttocks, until the wet tip kissed her labia. "Girl." Penetration -- a sigh of satisfaction -- another hero conquered. "Yeees. Good girl."
"Steve..." More tears heated Mariel's face as she watched the black and grey form of her lover be taken -- more or less willingly -- by their enemy. She herself was still impaled, her own boobs still groped by mindless tentacles; turned by them to face the vixen as she dominated the wolf. The wizardess' spell insured that she found the sight erotic.
And the druid couldn't stand it. Through the roil of pleasure and shame a bubble of anger rose ot the surface.
"Get off him, you -- you bitch!"
"You're -- mixed up -- slave," Luma growled with a throaty laugh. "The bitch is -- beneath me -- there is no -- him!" She nipped at Steve's ruff. "Maybe you need -- more attention -- rrrrgh!"
Grinding her knot against her bitch's snatch, Luma flicked her tails at Mariel. Two spells were fired in quick succession -- another lust spell, and one to seal her magic. Mariel's anger had indeed allowed her the concentration needed to begin casting. But that was whirled away by the renewed desire. She did not even notice the locking of her magic.
For her part, Steve was so lost that he did not register the exchange at all. The she-wolf, in heat, wanted only one thing -- the tie, with its blessing of seed -- and a few seconds later she got it. Basking in the warmth flooding her belly and the scream of triumph above her.
"Th-thank you... Mistress..." Yet, as the words fell past her lips, the intensity of her need ebbed in satisfaction. And Steve began to reassert himself -- albeit feebly, with the coming of tears to his own eyes at his voiced submission.
"Ohhh... oh no..."
"Oh yes." Luma chuckled into his neck, and gave him a lick. "You said it, and someday, you will mean it. Until then, dream of this moment of fullness, and wallow in your milk."
Wetly she pulled out, her knot deflating as she willed to slide past Steve's clenching lupine ring. Standing and letting her tails uncoil from the subdued she-wolf, Luma smiled down at her latest conquest -- who could almost be described as wallowing in the spreading puddle of white fluid that had been squeezed from her breasts by the mating.
"But what is milk without pups?" Luma's burning eyes turned to Mariel, still held tight her tails. "You are not yet worthy of my pups -- but don't worry, I have a mate for you close at hand."
"Oh God, no..." Mariel shrank from those eyes, fear chilling her lust. At the same time, as if in understanding, Steve's heat flared up again.
This brought more laughter from the Kitsune. "Ah, you! You didn't really think I would make you watch, and not let you partake? No, druid. I told you I liked the bond you had. And in that bond, Steven's fate shall be yours." She glanced back at the werewolf, who had moved to give herself access to her still-heavy breasts. "Never will she be human or male again -- I not only changed her sex, but her race. As a Lupin, even when her lycanthropy is dormant, she will still be a wolf -- just not as big and feral."
She looked back to Mariel. "And you shall complement that: a Lupin werewolf, with a cock to breed more puppies in her for my kennels." Finished with her exposition, she began to cast the spell that would seal Mariel's fate.