Stacy's eyes rolled in her head. Down below she could feel Gwen return to lapping wetly at her juicy pussy. The sight and smell of Gwen's own dripping slit right in front of her filled her mind. She giggled. She felt giddy, elated even, at the thought of the naked woman on top of her, nude body sliding all over her. Somehow all of her worries about becoming someone new slipped away, she only wanted one thing. She pulled away Gwen's panties.
Stacy's long tongue snaked from between her pouty porn star lips and slipped inside of Gwen. The other girl gave a melodic moan, muffled a bit by having her face still planted between Stacy's thighs. Stacy used her lips to rub and pleasure Gwen's clit as her tongue twisted and twitched deeper inside. Stacy twitched when she felt Gwen's teeth sink into her thigh, the bird girls lips pressed tight around the small wound sucking up her blood. Stacy grabbed Gwen's ass and pressed her crotch harder against herself.
Neither girl seemed to notice when Gwen's feet split. Her already partially changed feet morphed, three long toes and a forth at the back of each elongated and hardened. The talons grew longer, twisted and black The skin of her feet became rough, almost scaled. Her legs bowed slightly around Stacy's head. Small feathers trailed down the backs of her legs and arms in sexy provocative trails. The same happened to her back, small white feathers blooming between her wings and trailing to the crack of her ass. When the stopped bigger feathers bloomed beneath Stacy's fingers. Long white plumes sprouted in a fan right above her ass, giving Gwen an elegant birds tail feathers.
Both girls orgasm came. Gwen's juicy sirens pussy spurted warm liquid all over Stacy's face and in her mouth. The new bimbo swallowed everything eagerly. Feathers exploded around Gwen's ears, sticking out long in two arcs through her hair. When Gwen finally took her feet feathers dappled her body in sleek sexy trails. Her breasts were completely covered by soft white down, only her nipples sticking free. She walked shakily on her new feet a couple of steps but then instead took to the air, gliding easily across the short distance to her place. Blood covered her mouth and dripped from her perfect chin.
Stacy lay still dazed on the stage floor.
"Well well! It looks like we have a winner!" Kylie announced. "With those kinds of skills and a body like that I am sure Stacy will have no trouble at all finding.. friends. Even if she is as dumb as a box of rocks." Stacy sat up, a blank look on her face, her plump lips tilted in a sultry smile. She didn't seem offended.
Kevin didn't seem to notice anything had changed. The large bug woman was walking in circles, every few feet crouching to excrete some thick viscous liquid onto the stage. Behind her the liquid was hardening into a hard white circle. She was building some kind of nest.
"Wait! No!" A womans voice called out. "That can't be it. You can't leave me like this!" Kylie turned cool eyes on Bryan. "Look! They are all happy with their changes, even Kevin who didn't even change all the way. You have to fix me!"
"You're right. Hmm," Kylie raised her hand and Bryan smiled. "Kevin isn't complete!" She finished waving a hand. Bryan watched stunned as the witches spell hit Kevin. Her human legs burst in a dry crust, beneath three legs came from each. The legs spread apart down the sides of her long body. Her upper human arms cracked and split open falling away in husks, leaving behind a matching pair of insect arms. Glistening gossamer wings shot from her back to buzz and twitch in the air. She opened her still human mouth, letting two large mandibles uncurl from within. She chittered. Atop her head two thin rod like antenna sprouted from her hair. Kylie left him with his perfect jock like face, only changing his eyes to a dark shiny black.
Belly roiling with hundreds of eggs the new insect queen lifted heavily from the stage, wings a blur of motion. Kevin flew over the crowd, who rushed out of her way. She landed in the farthest darkest corner, immediately starting on a new nest. Seeing Kevin take flight Gwen followed suit, flying high up into the metal rafters of the large room, cooing sweetly.
"Now it's even worse! You let every one of them get what they want and you are going to leave me with this womans head and huge body?!" Kylie's eyes were flint as she started for the large man. Bryan cowered back. Kylie grabbed what was left of his clothing and pulled him down to his knees so she could stand over him.
"You think that Kevin wanted wanted to be a fat pregnant bug queen? That Stacy wanted to be the sluttiest bimbo in the school? Or how about Gwen, do you really think she wanted to be a sex starved, blood thirsty bird girl? Do you realize that Gwen wanted to rip out Stacy's throat after they had sex? That only my intervention into her thoughts stopped her?" Bryan was hunched down now under the lash of the witches words.
"Only you Bryan have retained even a little of your mind and you dare to call me out? I could make you worse than all three of them combined." Tears fell from Bryan's pretty docile eyes.
"I... I didn't.." He stammered pitifully.
"Well you did, and you will get what you asked for! You don't like your womanly head? Don't think it fits your 'huge' body? Very well!" Bryan's body twisted under her unrelenting stare. Bryan's clothing shredded away. His muscled chest filled, his large pecs becoming round and heavy. Below his fat dick shriveled and became smooth. With an almost audible pop his two large balls slipped inside his body. His sack shriveled and flattened out, splitting down the center. The huge muscle bound woman stared at her new body. As Bryan watched muscle melted like wax from his body leaving her a lurpy tall girl. Bryan was actually relieved when she started to shrink. She pulled herself to her feet. When the buxom Bryan reached Kylie's height she didn't stop shrinking. She finally stopped when she was only waist high, her now sexy smooth body still maintaining the same proportions of an adult woman.
"There now you can say your transformation is 'complete'." Kylie said, bending down to the little woman. "Oh! I almost forgot, I haven't changed your mind yet have I!" Bryan paled but had no time to move as Kylie bent and kissed her on the forehead. Bryan's thoughts swam. When he could think a bit clearer she was confused. She still thought like herself.. he didn't fill any sexual thoughts, didn't want anything. Although.. she was a bit thirsty. An odd tingling in her chest made her look down. Her eyes widened as she watched her breasts swell even larger. When they felt so full they would burst white liquid gushed from her little nipples. Bryan's mouth watered. Her grabbed a breast in each hand and pulled them up to his eager mouth. She could barely reach but the warm creaming liquid sent waves of heat through her body. In the back of her mind Bryan remained Bryan and cried out in humiliation.
"There! All done! You two can leave now.. Unless you want more." Kylie said flatly.
Stacy, who had found her feet finally took the little sucking woman by one hand. She was soooo cute, she thought bubbly. Maybe I can have some fun with her. Stacy lead her from the stage.