Archive of Our Own

Chapter Text

Chapter one

The villainess is born

Hiiragi Utena is your typical wallflower girl, she doesn't do much that brings her out of the norm aside from spending most to all of her allowance in magical girl merchandise, more specifically tres magia merchandise. Her room is covered from top to bottom in her unknowing obsession as every time she sees them...

"Woah!" She can't help to look up at the sky as the colorful and powerful magical heroines fly, ready to fight for love and justice 

This town much like many many others around the globe is protected by a group of magical girls, against the evil organization "enormita" they spring into action when they're needed

"Magenta spear!" The leader of the group, Magia magenta, dashes forward with her heart themed spear in hand, landing a precise blow square onto the center of the enormita demon that decided to attack the city that day. The demon growls as it's pushed back, using its wings to steady itself on the sky and with a loud shout launches itself against magenta at ridiculous speeds for something that bulky 

"You won't... Azure sword!" A sharp sword made of ice intercepts the demon mid attack, Magia Azul, the most proper and collected any magical girl can aspire to be, *in Utena's eyes at least*, and the literal ice maiden of the group. Her sword strikes down at the demon pushing it far away once more much to its annoyance 

The demon screams angry to the duo and prepares a massive blast through the holes on the mouth are of its plain white mask, blasting a massive surge of energy in direct collision to the duo making their eyes go wide in worry

"Gee, no need to be so scared" in a split second a magical yellow barrier forms between the blast and the magical girls absorbing the entirety of the blast without so much as flinching "I got your backs" Magia Sulfur, the group's shield and vanguard has arrived 

"Thanks sulfur!" Magenta says happily as she turn to Azul "let's finish this" she says determined getting a nod from Azul

As the battle counties high in the air a crowd forms and among them stands Utena, one hand over her forehead in an attempt to block the sun from hitting her eyes as she watches on

"They're so cool~" she says in admiration not realizing the slightly twisted smile forming on her lips

... ... ... ...

"Etto... Azure... Sulfur... Magenta..." Utena found herself looking through the options in the bending machine at the entrance of the flower garden near her school, she ended up settling for the flavor "Azure berry" which is really just blue berry flavor. She pays and picks it up after the machine spits it out, she holds the can in her hands gently admiring it's design inspired in Azul's magical wand "I love them so much, wish I could be like them"

"You could if you want to you know" just as they say be careful with what you wish for as it might become real. Utena quickly snaps to look behind her and she spots it, what's undeniably a magical girl mascot, it's plushie like appearance being rather cute, black in color, long pointy ears almost like a bunny, long sleeves of what seems to be their arms, a yellow four pointed star at the end of its tail, the tip of their ears and on its chest, their expression something akin to a perpetual smile

'Wait a minute wait a minute wait a minute wait a minute'

Utena's thoughts were going high wire 

'This is that moment when a magical girl gets its transformation item from their mascot!!!'

"W-wait this is going too fast" Utena says shyly moving her hands in front of herself. "Nonsense" the plush for a magical mascot says "I'm Venalita, nice to meet you Utena Hiiragi" 

'Ahhhhhh! She even knows my name!'

"You have been chosen, for the latent potential that resides within you" with a flick of its wrist Venalita pulls out a four pointed yellow star, the transformation item that will give Utena what she wished for...

"Me?! I'm just an ordinary..." Despite Utena's protest she golden star levitated gently towards her till it was right in front of her, her heart pumping as the shock slowly turns into excitement as the star resonates with her and with a shining light the transformation begins

In an instant her clothes vanished from her body leaving her nude for a moment's time. Then one by one new clothing popped into existence on her body

First, a dark purple under-bust corset covered her waist and chest to just under her breasts, long lavender skirts extended out from the back and sides to form a silken dress around her legs. Around her shoulders and back came a silk top with puffy sleeves along with a gold star with bat wings that popped into the center of her collar bone. The chest of her shirt was non-existent and left her breasts completely out in the open until a pair of black pasties formed in order to keep her "modest". A small pair of black wings burst into being at her back from her corset and extended out to either side of her

At the top of her head a golden tiara forms, with a crimson purple four pointed star standing tall at the center with a thin golden halo surrounding it and a pair of small silver crescent moons on either side. Her fangs elongated along with her ears just enough to be noticeable and lastly a single black star appeared right under her eye on her right cheek 

She gasped as the last of the magic settled, her eyes opening to a world that seemed sharper, more vibrant. The fabric of her new uniform felt alive against her skin, a whisper of power that made her shiver. This was it. This was the moment she had dreamed of, the fulfillment of every wish whispered into pillowcases after watching her heroes on television

She was a magical girl

"Behold" Venalita chirped, its plushy form practically vibrating with glee. "The birth of a new villainess"

Venalita's words finally pierced through Utena's ecstatic haze. Villainess? That didn't sound right

A cold dread, sharp and sudden, coiled in her stomach. The feeling was so alien, so utterly opposite to the thrill of transformation. Her gaze snapped down to her outfit again. The revealing nature of it, the bat wings, the dark purple and black... it wasn't the garb of a heroine

"W-wait wait! this isn't very magical girl like" Utena stammers as she brings her arms in front of her in an attempt to block the more exposed bits of her new outfit "and aren't I supposed to be a hero?" She asked clinging into what little hope was left for her original dream

"What? Of course not" Venalita speaks in an almost mocking tone as she hovers closer to Utena "you've been selected to form part of our evil organization Utena~ you're part of enormita"

Those words felt like a bucket of iced water over Utena's body she had been tricked into joining the villains instead of the heroes

"W-well in that case, no thanks..." Utena's eyes suddenly went wide before she could finish her sentence as a sharp pain extended from her stomach, making her wrap her arms around her belly. She looks down at the floor as the pain settles in "w-what is this... It hurts..." Like a raging storm "I feel... Hungry..." As the worst of the pain subsides she feels it, like something primal and instinctual yet she doesn't know what to do with it, she knows she hasn't been skipping any meals and has been eating plenty yet the hunger is there, undeniable and relentless

"If you refuse... I post this" before Utena could collect her thoughts properly her attention was brought back up to Venalita holding a phone with a post ready showing the video of Utena transforming in painful detail "wonder what your moms would think" Venalita's words lacked any form of empathy to Utena's situation, either because she's the case or a distinct lack of it all together

That being enough to pull Utena out of the pain

"No no no wait!" Utena begs as she reaches her arms out but the mascot skillfully glides away from her reach with her sleeved hand hovering over the post button

"Stop right there! Enormita" a firm yet sweet voice pulled them both out of their little argument, one that Utena had come to know, magenta

"To think they'd be out in the open, you've become bold" Sulfur continues

"Your evil reign ends here" Azul finishes

Venalita hovers just behind Utena and says "what bad timing, they tracked us fast" Utena snaps out of her shock upon hearing Venalita's words again and quickly looking back and forward between the mascot and tres magia she shouts

"Wait wait! Help me! I've been tricked into this! I..." Before she could continue the pain comes back, she clenches her teeth and hold her stomach, stumbling on her feet as it slowly fades leaving her with an unpleasant sensation

"Wait, are you?" Magenta stops pointing her spear as she looks confused and concern is written on her face

"Come on, don't fall for that" Sulfur says with a serious tone and Azul backs her up "she could be waiting for us to lower our guard"

Utena can see it in their expressions... Or rather seeing them she knows that they don't trust her even if magenta seems slightly inclined to give the benefit of the doubt

"They don't believe me..." Utena says weakly as she steadies herself back on her feet yet her turmoil is far from over. "Sucks to be you, try call out for help again and this goes live" Venalita shows the video ready to be posted on enormita's official account

The dread Utena feels is almost palpable, she nervously looks back at tres magia as the trio readies itself to charge

"This ends here enormita!" Magenta is the first to take charge, spear in hand she lands a hit square in Utena's stomach, the purple haired girl groans in pain as she is pushed back a handful of steps. "What do I do now?" Utena was having a hard time thinking, the spear has drawn the tiniest bit of blood and she could feel the cut mending back together within a second

"Looks like you're a bit weaker than I thought" Venalita said bluntly coming to Utena's aid holding a star pointed riding crop "this is your weapon, Frustino Dominanza" she hands it over to Utena who is still holding a hand over her stomach "I'll give you some assistance given that is your first encounter" she extends her tiny sleeved hand and Utena feels a rush of dark energy rush into her

It feels like darkness itself crawling up her skin, a new black star appears in her opposite cheek and another with the first one on her right cheek. The feeling of unyielding hunger also subsides, at least enough so she can think and stand straight

"W-what do I do with this?" And enough for her nervousness to take a hold as she holds the riding crop with both hands

"Try striking a flower" Venalita says

"Enough!" Sulfur speaks charging with the other two after giving Velanita and Utena a bit too much time to collect themselves

In a panic Utena strikes the nearest flower in the flower bed and it's surrounded with a dark aura before growing exponentially and turning into a monster with a very clear BDSM theme, a massive flower with a leather mask over what should be its face stands tall with its long vine like arms, it's body wrapped in leather and metal ring restraints, it's petals flutter as it's vines trash around

"Wha... what is this?" Utena looks at the monster she just made, her hands shake as the riding crop trembles in her grasp. "That's your minion, you can command it" Venalita says from her spot over Utena's shoulder

Utena stammers for a moment and she just blurts out "r-restrain them!"

The monster roars and lunges at the magical girls, its vines whipping through the air. Magenta tries to deflect one with her spear, the metal scraping against hardened plant fiber. "It's... strong!" she grunts, straining against the unexpected force as she's then quickly overpowered and restrained in the smooth harden vines

Azul is a blur of motion. A sheet of ice erupts from the ground, attempting to entangle the creature's roots. "Its movements are crude, but its power is immense," she observes, her brow furrowed in concentration. The ice cracks, splintering and melting under the monster's thrashing. She's then taken by surprise as a surge of vines trap her extremities and restrain her along with magenta

"Get back, you freak of nature!" Sulfur yells, creating a shimmering yellow barrier. Though it proves futile as the monster breaks it with one good strike and the vines wrap around Sulfur "damnit let go!"

Soon all of tres magia was restrained side by side thanks to the flower monster who slowly lowers the girls to a position till they're hovering just above the ground for it's mistress

"Y-yay I did it" Utena mutters out but quickly stops herself in her thoughts

'wait... "Yay" what am I saying I'm hurting tres magia aren't I? I shouldn't be celebrating this'

Utena then looks back at the trio, the way they struggle and the vines wrap around even the most indecent places makes a tingle go between her legs, not to mention... She still feels hungry

Taking a closer look she sees something, she can just tell what they're feeling. Magenta feels powerless as her efforts prove futile, with a hint of unwanted pleasure underneath it all as the vines wrap over her breasts and faintly rub against her crotch. Sulfur is angry, her will to fight hasn't died down in the slightest but is also victim to the vines' stimuli. And lastly Azul, she feels trapped and indecent being like this, but beneath all that shame she sees a hint of arousal aside from the vines provocation

Utena isn't sure if these feelings she's seeing are her wishful thinking but... A part of her just KNOWS they are real, what these girls hide underneath their own words, actions and expressions all laid bare for her to see somehow and also...

"You look... Kinda familiar..." Utena's words made the trio's attention to be focused on her as the purple haired villainess scratched her head "I can't put my finger on it tho... Probably nothing" she dismisses the thought and with the flick of her wrist the flower monster puts each girl one besides another with their butts facing Utena

"So beautiful..." She says lowly, the hunger clouding her better judgement as she indulges herself on the sight, she grabs a firm hold of Azul's butt with her right hand and licks her lips before saying in daze "my sweet Azul... Hiding those feelings behind the proper maiden persona" a smile creeps over Utena's lips giving Azul's butt another grip getting a low groan out of the girl "you're admirable but there's nothing to be ashamed of~" and with that she uses her crop to smack at Azul's butt just as she lets go and moves to the next girl, leaving Azul confused and conflicted by her words

The hunger is so great, but as her hands and Frustino Dominanza wander through the restrained heroines, a different kind of warmth blooms alongside it. The hunger passes onto second plane as the feeling of gnawing emptiness is transformed into desire. Her touch, her gaze—she can see it resonating with the captive girls, drawing out something from them. A flicker of shame, a spark of defiance, a current of unwilling pleasure. They are not just bound; they are exposed in ways their uniforms never could.

She turns her attention to Magenta, who is squirming more than the others. "Always so full of hope, aren't you, Magenta?" Utena's voice is a low purr, a vibration she feels in her own chest. "Always looking out for your team, always looking out for others, you want to save them yet here you are at my mercy... Heavy is the crown that sits on your head" She doesn't touch her this time, not yet. Instead, she brings the tip of the riding crop to trace the curve of Magenta's jaw. The heroine flinches, a gasp escaping her lips. "I can see it, you know. Your desperation. But you don't need to fear, not me, not right now"

With one swift movement Utena kisses magenta's lips, despite the girl struggling Utena's lips just seem to know exactly what to do to get her to comply, at the same time Utena feels her hunger being subdued if ever so slightly, not really understanding it nor paying attention to it as her attention is solely on magenta

Once they separate magenta is gasping for air and Utena brushes a hair out of her face

"You're my first crush you know~" magenta blinks in disbelief as Utena leaves her and moves over to sulfur without saying another word and she can only say "w-wait..." In an attempt to get her attention but Utena just gives her a playful smack on her but with her crop making her shut "I'll be back with you another time~"

Sulfur is the one whose struggles were more fierce and premeditated, trying her best to escape before she noticed Utena's gaze was on her now

"Sulfur... Unyielding Sulfur" Utena's hand softly grabs her butt making her jolt "uncontrollable, undeniable"

"Stop with the sweet words you bitch!" Sulfur spats out making Utena's movements halt and her teammates gasp at her words

"... Irresistible~" yet Utena is not deterred in the slightest, her fingers dip low and slide across sulfur's panties rubbing over her covered slit "your wants are always important and you know it, you won't give in... Not if it isn't your choice~"

sulfur stops struggling, her body tenses, her breathing hitches for just a second, a second of silence that only she and Utena seemed to notice before she resumes her struggles once more as Utena lets go with a chuckle and a light spank with her crop before moving to stand before all three again

"Venalita... Are you seeing this?" Utena asks turning her head back slightly

"Seeing what?" Venalita says with a knowing smile "a villainess doing villainess things"

Utena looks at her hands, feeling their warmth, a lingering echo of the heroines' bodies. The gnawing hunger, the source of her initial pain, had retreated, replaced by a vibrant, crackling energy. It was like drinking in sunlight, if sunlight were made of forbidden secrets and the tremble of a captured heart. This wasn't about causing pain for its own sake. It was about this... this connection. This stripping away of layers. This delicious, exquisite power to make them feel

The vines of her monster loosened their grip slightly, no longer crushing but cradling. They were still prisoners, yes, but the atmosphere had shifted from brutal restraint to something more intimate, more like an offering

Before Utena could continue however a wave of a dark unpleasant feeling washed over her as she started coughing violently almost stumbling into her knees

Having caught it with her hand she noticed she was coughing up a dark liquid that faded almost as quickly as it touched the air. Venalita however noticed something far deeper she didn't realize till now and cuts down the supply of power she was giving Utena

The plant monster grows weaker and one of the three stars painted on her face fades leaving her with only two

With one final struggle tres magia break free of their bindings and deliver a devastating blow to the flower monster making it disappear into black dust

"This girl..." Sulfur mutters with a blushing yet annoyed look. Azul just blushes as she regains her composure. And Magenta looks at Utena with a mildly concerned look

Utena flinches as the hunger comes back but this time more bearable even if equally intense

"Venalita..." She lets out lowly and the mascot flies over her. "Seems like I might have given you more than you could manage so I cut the supply" the mascot says but one glance was all Utena needed to know she was lying, somehow she knew but couldn't prove it let alone why Velanita stopped supplying her with power

"Guess this is it for now..." Utena straightens herself and looks at tres magia and Venalita opens up a portal of swirling darkness. "We gotta go" the mascot says but Utena smiles warmly to the trio of magical girl

"We'll play properly another time" she says taking slow steps into the portal but before leaving she says "I love you three~"

Before they could give chase Utena had faded into the portal with Velanita and it had closed

Sulfur lets out a low groan as she crosses her arms "who even is that girl" her tone was both of anger and just the tiniest hint of curiosity

"I don't know" Azul responded, shame still in her features as she repeats what Utena says over and over in her head

"You think she was serious?" Magenta asked softly "About what? Being tricked into it? Well she sure didn't act like it" sulfur responded "no no! About what she said before leaving" magenta replied and the other two blushed like tomatoes

"That's what concerns you?!" Sulfur shouted but didn't try to deny it

.. .. ..

A portal opened in Utena's room and from it came out Utena and Venalita, Utena's transformation quickly faded returning her to her normal self as she collapsed onto the bed, for whatever reason the hunger still clings to her but she feels too tired to give any thought as she drifts to a slumber

Right above her Venalita observes her attentively

Her expression unchanging, retaining that perpetual smile but she brings a sleeve to her chin before muttering "she wasn't only using my magic, she was devouring it and filtered out my darkness... She's a lot more interesting than I imagined" with that Venalita settles down as Utena rests, her watchful gaze over the resting girl as she takes notes of everything that happened today

The next morning Utena was having breakfast. The memory of yesterday playing back in her head over and over, but something else was far more prominent. She was starving, even as she ate her breakfast she didn't feel satisfied. She had eaten a whole box of cereal and her mom was making eggs and bacon for her

"You seem to have quite the appetite this morning sweetie" her mom said placing the food in front of Utena

"Good morning mom" Utena says and begins eating. She was thinking about what she would do now, about the three girls, about the hunger that doesn't stop gnawing at her, about Velanita

"So much for my dream..." She mutters to herself in a whisper but that was only part of the story. As much as she might want to there was no denying that a part of her, a deep and twisted part, had enjoyed every second of it

The feel of Azul's soft skin, Magenta's desperate kiss, Sulfur's futile struggle. Each memory sent a jolt through her, a phantom tingle that was both pleasure and a promise of more. The gnawing hunger was still there, a constant ache in her gut, and she had no idea how to properly satiate it

... ... ...

Utena lets out a groan as she holds a hand over her stomach while watering the flowers, the faint sensation of hunger constantly keeping her on alert and unable to relax

It wasn't as bad as yesterday and the food had help but it was still not good as no matter if she ate till her stomach was full this hunger persisted

And there was also something else in her mind

'I can't believe how quickly I started complying with that mascot!!'

The image of Velanita passes through her head, the smiling plushie like mascot giggling in Utena's thoughts. Utena let's out a deep sigh as she then looks down and the flowers in front of them one more time, memories rushing through her head and blush on her cheeks

"Morning Utena!" Her thoughts are swiftly interrupted by a new arrival however, making her jolt and go on alert as she turns around in a panic

"W-who?" Her eyes land on a girl with beautiful pink hair and twin drills of hair that Utena can't help to think she has seen somewhere "Hanabishi... Haruka?" She says recollecting the name of the pink haired girl from her memory

"Sorry, did I scare you? You're looking a bit under the weather" Haruka replied

"I'm fine, just a bit hungry I guess, I just didn't know you knew my name" Utena said surprises since many don't really ever bother giving her a glance let alone remember her name

"We're classmates, of course I know it" Haruka said with an expression of innocent confusion like knowing the name of all or at least most of your classmates was the most normal thing to do. Utena just shrugs, not really having any other answer

As Haruka gets closer Utena notices the way the morning light catches in her pink drills, how her uniform sits just so on her shoulders, how her smile could light up the gloomiest of rooms. And then, the scent. A faint, sweet fragrance, like cherry blossoms in spring, but with something else underneath. Something... familiar

A small pain throbs in her head, trying to somehow make her unseen or stop thinking was she was thinking, this was enough to make Utena look away from Haruka just so her mind would settle down

'Why my head...'

The image of Magenta, spear in hand, her face a mask of determined fury, and the sweet girl in front of her was something that wouldn't leave Utena's mind but hard she tried she couldn't make sense of it as the magic works overtime to make sure she doesn't. Getting dizzy Utena closes her eyes and settles those thoughts aside for another time

"Utena? Are you okay? You look like you're having a headache" Haruka asks, her face filled with genuine concern, taking a small step closer

Utena takes a deep breath and exhales deeply as well. She looks at Haruka again with a hand on her head

"I'm fine, it's just that uhhh... I think I might have seen you somewhere out of school yesterday, just can't put my finger on it"

Haruka tilts her head in confusion, she doesn't remember seeing the purple haired girl anywhere outside of school

'perhaps we were close by chance and I didn't notice her?'

Haruka's thoughts were a prime example of inhibition magic working properly and without hiccups

The pink haired girl shrugged it off for now as she turns to leave "I'm gonna head to class, don't be late" she said kindly and started to make her way over to the classroom

As Haruka takes her leave Utena's eyes drift through the back of the leaving girl and her eyes just seem to keep catching on small details she recognizes as familiar from somewhere else but yet again her head throbs in pain till she stops thinking about it

"That's... Strange" Utena mutters to herself but decides to focus on wrapping up things here, this whole interaction had distracted her enough from her unknown hunger and she wanted to be done before it came back

Once in the classroom

"Ugh" it got worse, it got so much worse

The clenching feeling on her gut wouldn't leave her alone for any longer than three seconds now, she had tried drinking her water to try and calm it down but that only helped enough so it wouldn't bother her for maybe ten seconds at most

Even her doodles of tres magia have taken a drastic downgrade in quality because of it, the only thing she could do properly was doodle one at a time on a very chibi form

"Are you ok Utena?" The teacher asked with concern for her student as Utena had looked pretty much in pain and with her head mostly stuck to her desk during the entire class as she struggled to take notes

"I think my stomach is angry at me and I don't know why" Utena let's out in a pained voice, her head barely lifting above the desk as she holds her stomach "I ate properly but I still feel hungry"

"Go to the nurse or the bathroom if you have to" the teacher said getting a nod from utena as she gets up slowly and quietly walks out under the gaze of her classmates

A particular pink haired girl looked at Utena with big worry along with her friends

"Do you think she'll be alright?" The blue haired one, Sayo, spoke first

"Maybe she ate something that her stomach didn't like" the blonde one, Kaoruko, replied and although her expression didn't show it she was also concerned for the purple haired girl

.. .. ..

Utena opens the door to the bathroom and takes deep breaths as she looks into the mirror, looking herself deep in the eyes as if trying to calm herself down

"Why am I so..." Her thoughts get interrupted as her phone buzzes, she opens it up and sees she has a good handful of unread messages in the Lime app

"But my only contacts are my moms" she mutters to herself and opens the app and her eyes go wide realizing it was Venalita

-Hello, come to this abandoned factory will ya?-

Followed by a gps location

-I wanna test out some of your abilities-

-I'm also working on a theory about your situation-

-Go to the rooftop, hold the star I gave you and say 'trans magia' and fly over you should be able to do so-

-Also part of the theory is that being transformed helps you out with that pain in your gut so what you gotta lose?-

Utena thought to herself for a moment she didn't want to trust this mascot more than she had to but she was running on hopes and prayers with this hunger

"Hmmmm" she pondered a bit more, a part of her wanted to just say no since it seemed like it all started since she first transformed but the other desperate for any solution

Letting out a sigh she decided to comply even if this decision was made out of desperation and in a smaller portion fear and nervousness about what Venalita would do if she didn't show up

Going to the rooftop Utena holds her transformation star and mutters "t-trans magia"

The light engulfs her body and just like before her clothes vanish leaving her naked and covered in light for a fleeting moment before her revealing dark magia girl outfit took its place

Utena takes a deep breath, getting in the feeling as she realizes her hunger has been silenced to a more bearable degree

"Seems she was right on this at least" she said before taking to the sky, the small wings on her back doing very little to help but helping the motion as she makes her way to where Velanita told her to go

Unknown to her however was the fact that her transformation had alerted a trio of girls in her class that had sensed her magical power

'Did you feel that?' Haruka speaks through their telepathic link as the other two nod in agreement

'Yes, it surged right above us, the rooftop? Regardless it's moving away' Sayo replied, her face serious as she remains on alert

'At least they won't try anything here, but what a bother don't they know we're in class?' Kaoruko replies with an almost mocking tone

'Do you think it's... Her?' Haruka's implication leaves the other two frozen in place for a good couple seconds as a small blush takes over all three of them

'L-lets hope not, but if it is...' Sayo says with what should have been worry but is instead the tiniest hint of excitement remember I last time

'Then that means she's in fact a magical girl as well and she goes to the same school as us' Kaoruko finishes the thought and following that

"I gotta go to the bathroom!" All three stand up and raise their hands in perfect unison quickly playing it as an emergency of sorts and head out the classroom

Once out they rush to the nearest empty room and transform. Magenta, Azul, and Sulfur stand in the empty club room for a moment

"Alright, let's follow that energy signature" Magenta says with determination in her face but the blush still there "we can't let them do whatever they plan to do"

The trio leaves through the window as soon as Magenta finishes speaking and follows the lingering magical trail to the abandoned factory.

.. .. .. 

When Utena arrives Venalita is already there waiting for her, standing on top of a stack of rusted metal containers

"Good you made it~" the mascot says with its usual smile

"W-what's this about" Utena asks a bit annoyed and shy but also trying to remain calm

"A couple of things" the mascot hops down from the container and floats closer to Utena "first I want to test if your ability to control your minions is limited to just one" she says pointing at a small patch of dying flowers in a cracked pot nearby

"Use the crop again, on these ones"

Utena hesitates for a moment, the memory of the flower monster and what happened after still fresh in her mind. The hunger, the power, the way she had acted... It was a tangled mess of fear and thrill. But the gnawing ache in her stomach was a constant reminder of her desperation

"Fine" she mutters, raising the Frustino Dominanza

The result... Wasn't what either of them expected, the pot of dying flowers had become a single monster with several flower heads and the pot as its body, as a sorta floral hydra of six heads

They were similar to the flower monster of yesterday but the leather masks of each head were withered and the vines that emerged from the pot were rough looking at best

"It seems that external factors of the objects themselves can directly affect the monsters you make" Venalita said bluntly as she holds a sleeve to her chin "you should be able to compensate by pouring more of your magic into them" Velanita them turns to Utena who them flinches at her gaze and just lets out a sigh

"I-I mean I can try" Utena says nervously before taking some steps forward and putting a hand over the floral monster, it stays still attentively looking at her like a dog awaiting orders. "You should have seen better days... Let me try..." She focuses, even as her hunger claws at her she does her best to feel the flow of her mana pour into the monster, slowly but surely the withered bits gets restored and the flowers making its body look more alive and the pot looks like it isn't gonna crumble to the tiniest thing

The whole process took a good minute but it ended well

"There you go" Utena says with a smile and the monster seems to show some care for its mistress by gently brushing her hair with a vine

"Well done, now dismiss it" Venalita said bluntly, her tone cold and indifferent as Utena studders. "B-but..." Utena looks back at the flower monster as it gently wraps a vine around her waist, looking into its many faces there was a quiet sense of understanding

"... Alright" she says before swinging her crop again hitting the side of the pot of the flower monster, it dispelled into bright crimson purple smoke and all was left was the same pot of flowers but this time it looked revitalized and restored

"Amazing, your magic seems to affect the objects even after they're dispelled" Venalita comments as Utena picks up the pot and holds her in her arms, Venalita stays silent for a moment before saying "I can transport it to your room if you want" getting a nod from Utena she makes a portal and Utena gently deposits it inside

"Don't get too attached to those monsters you create, they're meant to be expendable"

Utena takes a deep breath before saying "I know, this one might have felt different cause I poured more magic into it"

"Well then let's try not do that unless we truly have to" Venalita's senses pick up the signal of something approaching, a trio she remembers "seems like tres magia are catching on our tail, ready for the second encounter?"

Utena looks reluctant to even respond so Venalita cuts the rodeos "say no and I post this video of what happened yesterday" pulling out a phone with a recording of exactly what happened yesterday

Utena lets out a sigh of defeat as she starts scanning the place before her gaze settles on a bunch of hung up mannequins in the corner of the room "I guess so"

"Excellent! Then let's test out your limits, can you create multiple monsters at once?"

Utena looked at the mannequins, their blank faces and stiff limbs a stark contrast to the lively flowers she'd just animated. This felt different. Cold. "I... I don't know."

"There's only one way to find out," Venalita chirped, its plushy form betraying the sharpness in its tone. "Strike them. All at once. Think of them as a single target."

Utena hesitated, the riding crop feeling heavy in her grip. The memory of the pleasure she took in the heroines' struggle, the dark thrill of their submission, warred with a deep-seated reluctance to cause more harm. But the threat hung over her, a sword of Damocles, and the ever-present hunger was a persuader she couldn't ignore. She raised the crop, her arm trembling slightly.

The dark energy erupted, not as a single wave, but as a swarm of shadowy tendrils that lashed out and engulfed the six or so mannequins. The transformation was grotesque. Plastic softened and warped, limbs elongated and twisted at unnatural angles. The heads twist and turn

As her minions get off the ground Utena looks at them with a somewhat sorry expression

Maybe it was the lack of connection to the mannequins but...

"They really don't look alive" she mutters out as her minions move themselves with unnatural movements at every turn

"Told ya, don't get attached" Venalita replied bluntly as her smile seems to widen just slightly "let's welcome our guests"

Outside tres magia land outside the warehouse of the abandoned factory, looking around sensing for any dark magic in the area

"Do you think they're still here? This is where we last felt that magic" Magenta says looking around, wand in hand and just preparing for anything

"Most likely, I don't think enormita is one to be cowards and hide before the battle even begins after getting our attention" Sulfur replies, her arms crossed as she looks over the withered place

"And how right you are my sweetheart~"

The trio of magical girls go on alert as the listen Utena's voice coming from the warehouse with that seductive tone, however before they could properly react a swarm of twisted mannequins surrounded them, their many limbs quickly getting a hold of them and quickly restraining them hovering just above the ground

"Again?!" Azul lets out in disbelief even as a blush creeps onto her face, then the sound of a crop being slapped into someone's hand echoes through the abandoned place

"Hello my sweet heroines~ did you miss me? Told you we'd get to play properly, tho I didn't expect to be this soon" she lets out as she takes step after step to the trio with a sly and seductive smile on her face "don't worry though, this will be quick, I ain't feeling too well at the moment"

"You!" Magenta yells in mix of anger and some excitement as Utena steps into view, her hands and her crop exploring each of them for a moment before she stops in front of Magenta

"You're as persistent as I expected, It makes my heart flutter" a small laugh escapes her lips as she traces a line from Magenta's neck down to her chest with the tip of her crop "It's almost like you want me to play with you"

This time it's not just Magenta who blushes but all three

"Stop lying to yourself and just admit it~ you want this as much as I do" Utena's eyes seem to have a knowing glow as she speaks, she's just seeing right through them

"W-we do not!" Azul manages to let out but she sounds anything but convincing

"Oh but you do Azul... And your little friend too" Utena looks over at Sulfur who was struggling the most "so much fight... I love your determination, I'll win you over my dearest Sulfur~ you'll see"

Before any of the three could muster a proper response Utena flicks her wrist and the mannequins start to easily tear through the clothes of the magical girls

"I'm sorry for such rudeness, but I'm dying to see your more delicate bits~" sheets out in a low purr as with less than a thought the mannequins hands reach over to their armpits and...

"P-pffft N-no stop, this is ahahaha!" Magenta could barely hold back her laughter as the mannequins tickled her and her teammates, being the one holding up the worse

"U-uhg p-pffft n-not the feet you moron!" Even Sulfur was having a hard time containing her laugh as her fierce determination burn

And Azul

"Hahahah N-no no ahahaha!" She wasn't holding up too well either, as much as she struggled she was still unable to contain herself

"How does it feel? Does it feel good? Does it hurt? Don't tell... I wanna see it~" Utena crosses her arms watching the trio go through this, before her attention falls on magenta

She gets closer to the laughing pink haired girl, with less than a thought she commands the hands of the mannequins to withdraw before she starts doing it herself

"W-wait! Ahahaha!" Magenta cries out as she's not really given more than a second to catch her breath before Utena goes on to be the one tickling her, she could feel every bit of her body quickly tensing and involuntary relaxing cause of the tickling

"Sweet responsible Magenta, you look so cute like this, all vulnerable, all mine~" Utena mutters out before raising to meet magenta face to face, giving her a kiss on the cheek followed by a long lick on it "you taste so sweet... Like sunlight~" she says and could also feel how this gnawing feeling on her stomach subsided the smallest bit again

"Mmmmm" although she noticed she couldn't be sure what exactly was happening so...

With a snap of her fingers just as the other two were starting to struggle again their binding shifted positions pulling their arms fully up and their legs spread while the tickling came to a stop

Tres magia was left gasping for breath, their clothes hanging by what is almost just strings by now the only thing really holding on well being their panties

Smiling widely Utena floats her way in front of Azul

Holding the girl's cheek in her right hand using her left she begins lowering the panties of the magical girl

"I'm afraid I won't be able to play with you much further, so I'll be taking these and giving you a kiss goodbye~" after that she lowers herself to Azul's crotch seeing the precious tender flesh after removing the cover of her panties and lustfully begins eating out the magical girl

"Mine mine mine~" she chants to herself as she slides her tongue deep within Azul's folds, lapping at the sweet juices within

"I... I..." Azul's face is completely red, both from the embarrassment and the pleasure she's being given, she is unable to muster proper words to say anything at all as she is now too flustered and too focused on the tongue invading her nethers

Utena continues her assault, she drinks and drinks from the beautiful heroine as she feels the hunger in her stomach fade ever so slightly with every gulp of Azul's nectar

It wasn't a perfect solution, far from it in fact, but it did help and it was in fact so sweet to taste

The pleasure proved to be too much for Azul to handle and with a loud moan and a jolt she came, flooding Utena's mouth with her release which the villainess drank eagerly

Utena stands up, licking her lips clean before turning to face Sulfur

"Don't worry your turn will come" she says with a smirk as she holds Azul's panties in her left before she starts walking away from the trio

Before she got far however a yellow blur quickly freed herself from the restraints destroying them in the process and tackled Utena to the ground, the crop being thrown away in the process

"I won't let you get away with this you bitch" Sulfur says in anger as she is on top of Utena pinning her down, though she herself is a blushing mess herself, but she quickly finds herself in a predicament

Instead of being scared however Utena smiles and licks her lips

"Awww I'm sorry my dear, are you jealous you didn't get attention this time?" Taking advantage of Sulfur's fluster after those words she steadies herself before the bat wings on her back drastically grow in size and the power of a simple swing was enough to get Utena off the ground and pushing Sulfur off her

After a moment Utena is flying with her now four feet long wings flapping heavy and hard to keep her off the ground

"Maybe one day, I'll give you each a private session" she says as she then notices Azul and magenta freeing themselves and destroying the mannequins in the process as well "but that'll have to be another day"

'I ain't strong enough to take them all at once and have fun'

"It's time to go" Venalita says coming behind her and opening a portal

Utena then leaves with a slightly saddened expression but holding Azul's panties in her hand makes her smile lewdly before she disappears

"Wait!" Azul cries out as she reaches her hand towards Utena but the portal closed before she could say anything else, her face red and tears in her eyes from the embarrassment but her body still tingling from the pleasure

"Are you okay?!" Magenta says as she rushes to her side, hugging her friend as she tried to use what was left of her clothes to cover herself

"I'm... I'm fine" Azul says as she tries to compose herself, her voice shaky and a blush still on her face

"We need to go" Sulfur says as she tries to fix her clothes, her face still red with anger and something else "we need to fill Vatz in on this and figure out what to do" although that was truth it was unsure when exactly they would even see their guide and magical girl mascot again

The trio then takes off, their clothes in tatters, their bodies still humming with an unwanted pleasure, and their minds reeling from the encounter. They fly through the sky, the wind doing little to cool their heated skin, the silence between them heavy with unspoken questions and desires

.. .. ..

The portal opens in Utena's room once more, but this time Utena doesn't collapse on her bed. She stands for a moment, her transformation fading away, the revealing outfit dissolving into motes of dark light until she's back in her school uniform. The pain returns, a dull but insistent ache, yet not as terrible as before

"Mmmmm" she slowly sits down at the foot of her bed looking at her hand holding the panties from Azul, she feels it's soft fabric and a small rush washes over her making her smile

"It's good to see you had fun" Venalita says interrupting the moment making Utena stare at the plushie like creature blankly

"Shut" it was almost... Weird how since yesterday Utena hasn't been the same shy mess she had always been, maybe it was the strange hunger talking but she had been far more forward than she believed herself capable of

Two days later

Utena has been struggling to keep her hunger down, however as she was fidgeting she found out biting or chewing on something seemed to help blur out the gnawing sensation, however this ended up with her chewing on her pencils and biting her own finger

"Mmmmm..." And besides her constantly hungry state her eyes keep drifting towards the "classroom trio" Haruka, Sayo and Kaoruko

For whatever reason she couldn't take the eyes off the three girls, aside from them always looking so... Beautifully familiar

Utena blushes at the thought but there's no denying it, they're very pretty even if she didn't ever take the time to appreciate it till now for some reason, and that's what bugs her the most. Why now? How come I've never seen them like this till now? How come they look familiar and like... 

As soon as her brain started drawing the lines a pain in her head made itself present, it wasn't as bad as the days prior but it was definitely still annoying. Unknown to her the magic that keeps a magical girl identity safe was working overtime just to keep her away from realizing, but as Utena slowly grew stronger under her own notice the thinner that line is becoming and that string might just snap some other time 

"I'll just..." She mutters to herself going back to her notebook, she had a full page filled with doodles of tres magia, which was nothing new, what is new is the rather revealing poses she had made them strike in the drawing 

Their butts exposed, clothes damaged or straight up ripped off, their expressions a mix of pain, fear, anger and pleasure

"Mmmm" as Utena looked at the faces she had drawn she couldn't help but feel that something didn't feel right and it wasn't what she was doing 

'They will be mine... These expressions... It won't do, I want them to scream my name, to beg~ to melt into my caring hands'

She focuses on Sulfur's drawing 

'Like an unyielding fire, I'll make you be the one to come looking for me, your choice to submit... Will be the sweetest of confessions, not to me, to yourself~'

She shifts attention to Magenta's drawing 

'Heavy burned you carry my dear, let me lift it for you even if for just a moment and care for you, break you piece by piece only to put you back together~ happy, just as lovable and carefree'

Then looks at Azul's drawing 

'Proper maiden, the desires you hide deep within your heart, you see them shameful, you think unbecoming, I see them beautiful, I think amazing. I'll cradle you in my arms and give you everything you could ask and more, bit by bit~ destroy the walls and help you see... You're a gorgeous iced diamond'

Finally she looks at the three softly tracing her pencil over their faces

'I promise, when you see me you'll see not only a rival, not only an adversary, but a safe heaven and someone who wants you to fly high and shine brighter than ever before~'

"Hiiragi Utena!" The voice of the teacher pulls her out of her thoughts "are you spacing out again?"

Utena didn't realize she had been staring at her notebook for a good couple of minutes with a wide smile and a blush on her face while biting on her finger

"S-sorry! It won't happen again" she says going back into her more shy self, even as the gnawing hunger came knowing, she couldn't wait for lunch break 

At the same time Haruka, Sayo and Kaoruko looked at her with some concern in their eyes, not only Utena had been ill not more than two days ago she continued to space out 

Much to Utena's mercy the bell for lunch break rings, Utena grabs her bento plus a cylindrical container with her 

She reached her secluded lunch space which was just a handful of stairs before the rooftop door

She eats her bento without any eventually but as her stomach clenches her gaze drifts to the extra container. She takes a gulp as she reaches out, her shaking hands grab it and takes off the lid

"What compelled me?" She asks to herself as she sees the content of it, a piece of by now unfrozen and uncooked meat, the previously frozen remains of blood having thawed a while ago and now dripped onto the container. Yet with a clench of her stomach it looked... Appetizing 

With one final gulp her hand reaches for the slightly blood gushing meat, slowly taking her into her mouth, like tempting her mind to second guess it but it didn't, and the moment her fangs sank into it

"Mmmm?!" Her eyes went wide in shock and surprise as the taste settled into her tongue, she gives it a tentative lick and her incredulous eyes just go wider

'It tastes good?!!'

Fully sinking her teeth into it she takes a full bite, the flavor lingering in her mouth even as she swallows, it wasn't half as good as some other foods she has eaten but it wasn't half bad itself either

Whether by the surprise or by her gnawing hunger she ate the rest of it without delay and even ended up drinking the blood juice in the container much to her shock after the fact

"What even is happening to me?" The question stays with her even after the bell to go back to the classroom 

She spent the rest of the day thinking about what just happened but thankfully not anywhere near as hungry as the prior days

After school

Utena is walking home with the same worried and pondering expression on her face. On her way home she passed right in front the entrance to a shrine and upon consideration she took the steps to get in

Upon climbing the stairs she finally reached the shrine, traditional offering and praying spots along with a display of fox masks near the stairs

Taking a deep breath she walks right in reaching the offering altar, picking a coin from her purse she threw it in and clasps her hands in prayer

"Gods, please help me figure out what it's happening, I feel really lost"

'And please help me not hurt tres magia' 

Even as she prayed she didn't really believe this was gonna do much of anything, but at least it gave her some peace of mind

They say careful what you wish for

"I must truly look pathetic, turning to the gods to fix my problems" she lets out a low sigh before starting to turn to leave but just as she does "huh?" A magazine catches her attention, depicting a sexily tied up and exposed girl with a gag on the front and the title "SM club" in exciting letters 

"Huh?!" Utena immediately starts looking around to see if there was anyone else nearby but saw no one "that's just straight up porn... I couldn't..." She says to herself but at that moment a gush of wind blew the magazine open landing on a page with a woman in leather dominatrix outfit pulling from a leash a moaning tied up girl

Utena's eyes remain wide as she stands there frozen, after a moment she picks up the magazine and goes to the secluded part of the shrine and starts going through the pages

Unknown to her Venalita was watching from the branches of a nearby tree 

"My instincts are never wrong Utena, I knew what kind of girl you are even before you did" the dark magical mascot grins to itself as Utena goes page after page

"BDSM? Ropes... Spanking... Tickling... This is kinda like..." Utena blushes as the memories from her two encounters flash in her head "what I've been doing... Even the way they talk is similar... Oh my"

Unknown to her a dark aura forms around her, the more she looks into it the more excited she gets and the more excited she gets the more her magic begins to surge in resonance with her transformation star

She then lands on a page called "aftercare" she takes the moment to read thoroughly, drinking in every bit of information 

"Pay attention... What they need is precious... Aftercare improves a deeper bond" in her mind she imagines it, tres magia, completely spent, various markings across their naked bodies, weak and vulnerable. All of them to her sides as she carefully cradles them together, petting their heads, giving praise, wrapping them in her bat wings

The implications of what came before the moment and the moment itself makes Utena blush as a smile comes to her face

Then her magic bursts forth, a massive magical surge envelopes her and she's pulled out of her daydreaming

"W-wait what?! What's happening?" Her transformation star comes out of her purse and hovers right in front of her "I didn't even say the words!" Soon the dark magic envelops her in a cocoon and as it settles soon dispels into tiny crimson purple sparkles

"Uh?" Opening her eyes she realizes that she's wrapped in her own wings, after slowly extending them outwards her form is revealed

Her massive bat wings had a sharper look and were now on her upper back as a second pair of small bat wings came from her lower back at waist level. Her form looked taller, her tiara had shifted into a slim crown, the star shining against the sunlight and the crescent moons were now laced in gold. Her fangs were sharper and her ears longer and her eyes had that sharp four pointed star shape as her pupils 

Lastly four total dark stars rested on her cheeks overlapping each other, the extended sharp edges giving them a more powerful and menacing look

"Woah..." Utena admires her form, spinning a bit just to feel herself flow

"To think that you'd appear in a sacred place like this"

That voice, it immediately brought Utena out of her daze with herself. She turned around and there she saw her. Azul, precious magia Azul blushing tons as she holds her wand firm in front of herself with a serious expression

Some time ago

Haruka, Sayo and Kaoruko were getting ready to head out 

"At least today was chill, Wanna stop over at the cafe on our way home Sayo?" Haruka asked friendly like always, all the while Kaoruko took a sip out of a juice box 

"I have chores to attend to so I'll be heading straight home" Sayo replied calm and collected 

"Ok! See you tomorrow Sayo!" "Bye bye" Haruka and Kaoruko respond as they wave their friend goodbye 

On her way home Sayo remained with a calm smile, just enjoying the calm till she made it home next to her family's shrine 

Changing out of her uniform into her shrine maiden outfit 

Everything was going pretty much like routine, some dusting here, sweeping there, everything was calm...

"Mmmm" yet as Sayo cleaned up her mind was the only thing not calmed

In her head the events of a couple days ago played again and again over and over, more than the actions taken it was the words said... Those words... it was like she could see deep into her soul with nothing but a glace

Sayo shakes her head trying to focus 

"Focus, you're meant to be a shrine maiden, there's no time to be thinking about that... Her words... That touch... That..." Before she could finish the thought a burst of dark magic literally right beside her called for her attention 

"Guess it wasn't meant for a peaceful day" putting the broom aside she takes out her transformation heart "trans magia"

'Please just don't be her'

She thinks as the image of the girl that had already restricted her twice and played with her came into her mind making her feel embarrassed and flustered 

Of course she wasn't so lucky as just after a moment and around the corner there she was, the same purple hair and the same outfit 

However she looked more... Powerful, her tiara is now a slim crown, a new pair of wings appeared on her back, she definitely looked taller if she wasn't outright and those piercing star eyes seemed to look even deeper into her soul 

Steadying herself after she noticed her presence she says "to think you'd appear in a sacred place like this" she focuses and her ice sword forms around her wand

"I won't let you defile this holy ground" she said firmly, yet Utena could see it, her nervousness, the deep hidden excitement, that small hint of fear in her determination and her confusion 

There was nothing hidden to Utena's eyes

A smile came over Utena's face and she brings a hand to her own cheek

"Awww, missing me already my dear? Couldn't wait for our one on one adventure could you~?" She let's out and immediately has to dodge a strike from Azul's magic ice sword "fierce and determined like always, I love that about you" she begins to move back and out of the secluded area of shire back into the main area, dodging and side stepping all of Azul's attacks 

"Sit... Still!" Azul shouts as she swings again, a horizontal swing going after Utena's left side which the villainess just flips above and over it with a smile on her face

"Oh but why would I do that~ unless it is to play with you more closely that is" Utena's words seem to be enough to provoque Azul who immediately dashes towards her swinging her sword up and down and back and forth but always missing Utena by a hair

Utena was effectively playing with Azul but just as she was smiling a pinch of hunger struck her gut making her flinch enough so Azul almost lands a hit for real 

Looking around Utena swing her crop, the magical weapon hitting one of the fox masks in display and it immediate launching itself against Azul's face effectively locking itself into place

"A-ah! What is this?" Azul pulled and pulled but the mask wouldn't come off, not only did it obstruct her vision but also completely took away her ability to sense any mana around her

'not only I can't see her anymore, I can't detect her either'

Azul gets into a defensive position, the senses she didn't have obstructed on full alert waiting for the tiniest reason for her to spring into motion

"Where are you?!" She shouts holding her sword with both hands, her hands shaking and her grip unsteady as she keeps herself alert

"I'm right here~" "Got you!" A seductive voice whispered in front of her and she swings her sword, the strike hits nothing but the air as a flow of wind moves around her body

"Where are you swinging that cutie~?" She strikes again, this time behind her Azul can feel the heat creeping up to her face as the tone of Utena's voice settles into her very bones "swinging blind is quite dangerous" she swings upwards with a low grunt as she hits nothing but air yet again, then a shiver crawls up her spine as she feels a hand on her left cheek and she tries to strike again but this time...

"Now now, there's no need to fight right now~" Utena catches her strike with one effortless motion and throws Azul's sword far away to the side "we're having a one on one remember~? Everything right now should be about you and me... Together~" she whispers into Azul's ear, blowing into it making the magical girl shiver and let out a shaky moan

Azul wanted to get away, maybe get her sword back and fight again, yet her body just stands there not listening to her and worse... This heat creeping up her body and settling between her legs

"S-stop" she mutters under her breath and lets out a moan once Utena's hands start to explore her breasts, she can feel the weight of the villainess move from her front to her back and feels her leaning onto her keeping close contact 

"Not till you're honest to yourself my dear~ I'll dig up that you keep behind lock and key... And show you how precious you are~" with one motion of her powerful wings Utena grabs Azul and takes her to a secluded section of the shrine, gracefully moving through the air till they go behind it, some talismans being displayed here awaiting their use or shift to the front. Utena places Azul on her back over the stone floor as she licks her lips and lays to her side

"Here will be good, wouldn't want just anyone to see me unwrap what's mine" Utena says to herself before she starts to undo and take off Azul's clothing, taking her sweet time to move her hands all over the magical girl's body and memorize every soft curve and shape along its entirety. "Would you be honest now my dear?" Utena swiftly takes off Azul's skirt, takes a moment to appreciate the dampness on the magical girl's panties and then takes them off as well, tracing a finger over Azul's crotch sending shivers up her body 

Azul gasps for air "what are you even talking about n-now!" She lets out a loud shout as Utena spanks the side of her ass nice and hard with an open palm, her body heating up even more directly from where she was struck. "Well I'm talking about what you hide underneath~" Utena slowly and teasingly rips off Azul's top off, revealing the bountiful breasts to the cold air "about yourself, your desires~" 

Utena opens her mouth, spit and drool spilling onto Azul's bare skin before taking the girl's right breast into her mouth, her sharp fangs tracing around the sensitive nub, then she closes her lips and begins to suck. A gasping moan escapes Azul's lips before she can stop it, her back arching slightly off the cold stone floor at the sudden sensation. Her hands, which had been clenched into fists at her sides, now fly to Utena's hair, not to push her away, but to hold on, her fingers tangling in the soft purple locks.

"See? Your body doesn't lie~" Utena purrs against Azul's skin, releasing the nipple with a soft, wet pop. She moves to the other breast, giving it the same attention, her free hand trailing down Azul's stomach, her nails lightly scratching, leaving faint red lines in their wake. The touch is proprietary, claiming, and Azul's body responds with a shudder that has nothing to do with the cold.

"I... I don't..." Azul's protest is weak, breathless. The fox mask still obscures her vision, turning the world into a muffled, wooden darkness. It amplifies every other sense—the coolness of the stone against her back, the scent of old wood and incense mixed with the intoxicating perfume of the woman above her, the sound of Utena's satisfied hums as she continues her exploration.

Utena thoroughly enjoys herself as she sucks onto Azul's breasts, the taste easily comparable to the sweetest thing she has ever tasted, and the hunger inside of her subsiding as she feels like she's drinking sunlight. Her mind takes a quick note of this, this hunger that has plagued her since she first transformed, but for now she has a girl to unwrap inside and out~

Without her notice however a fifth star appeared on her face, placing itself on her right cheek overlapping the other two there and Azul's little struggles became weaker and her body more responsive

Letting it go with a wet pop Utena's hands drifts lower onto Azul's crotch and gently touching the wetness of the girls entrance

"Of course you do, you're this turned on already~ you shouldn't deny what your heart desires" she says with a low purr in her voice "your desires are beautiful, precious, gorgeous. Nothing to be ashamed of" her tone shifts to something gentler, her fingers at Azul's entrance start rubbing over it, the wet sounds nothing short of lewd as Azul moans to the stimulation

"I wasn't lying when I said I was tricked into being a villain by the way, but if it means I get to have you all like this, getting not only to see you shine brighter but be the one to elevate you... I regret nothing" Utena's fingers spread Azul's entrance letting it feel the cold air in a tease before she kisses Azul directly on the lips

The kiss is a shock. It's not a gentle, questioning press of lips, but a firm, claiming possession. Utena's tongue slides into Azul's mouth, tasting her, dominating the space, a perfect echo of what her fingers are doing down below. Azul's mind goes blank. One moment she's thinking of purity, of duty, of her family's shrine, and the next, all that exists is this overwhelming sensation, this woman, this villain, this *mistress who is tearing down every wall she's ever built around herself. Her own tongue, unbidden, twines with Utena's, a desperate, silent plea for more

A single tear escapes the corner of Azul's eye, tracing a path through the dust on the fox mask. It's not a tear of sadness, but of overwhelming, confusing release. With her free hand, Utena gently wipes it away, her thumb stroking the wood of the mask

"Shhh, let it all out," Utena whispers, her lips still brushing against Azul's. "Show it to me bare and proud, all of you~" Her fingers, which had been teasing, now push inside, slow and deliberate, sinking into the wet heat. Azul gasps into Utena's mouth, her hips bucking involuntarily

Utena's fingers just seem to know where to hit, sending constant waves of pleasure through Azul's body and just making her let out the sweetest moans

As this happens Utena drinks it all in, the taste of Azul's lips, the feeling of her body, even the shape of her wet heat, all of it a mental note inside her head as she gives the blue haired girl more and more pleasure

Separating Utena now drinks in the sight and she watches Azul, she seems... Familiar, outside the mess of she is right about now, that soft blue hair, the face shape, even the soft look of her thighs

Briefly stopping her finger movements just as Azul was about to hit the edge she mutters under her breath "Sa... yo?" But quickly shakes her head and smiles widely, continuing her assault, this time rougher and hitting every sweet spots her fingers just so easily find

"You look so beautiful Azul~ are you feeling good? Would it make you feel better if you called me... Mistress~" her voice was low yet seductive with every tone, she could see Azul's desires even before they bubbled up "I know you'd like it~ you've probably thought of it" she lays right besides Azul and whispers to her ear "I told you I wouldn't stop till you were honest with yourself, so be honest and tell me... Do you really want me to stop~?" Her words make a blush reach her whole body and her moans become a bit louder

A sixth star appears on her face, this one on her left cheek overlapping the others, making her look even more menacing and powerful. Azul's mind is a storm of pleasure and confusion, the words she wants to say, the ones that feel like truth, are trapped behind a lifetime of conditioning

"I..." she gasps as Utena's thumb presses against her clit. "I... don't..." But her body betrays her again, her legs spreading wider, a silent invitation. "Please..." The word escapes her, a choked sob of need

Utena just smiles at that and starts to whisper again, her breath hot against Azul's ear "just give in, Azul... Let me see the real you. The you that wants this, craves this, desires this. Say it for me~ say you want this~"

"You..." Azul's hips buck against Utena's hand, seeking more friction, more pressure. "You're... the villain..." The protest is weak, a last bastion of resistance

"Am I?" Utena's fingers curl inside her, finding that perfect, spongy spot that makes stars explode behind Azul's eyes. "Guess I am, but I'm also the one who wants to see you fly high, shine brighter by the day, the one that wants you to feel free and to love you, all of you~"

Azul moans loudly as she's finally taken over the edge and squirts onto Utena's fingers, her orgasm ripping through her as the mask remains over her face and her juices drip onto the stone floor. Her face is one of bliss even as the fox mask covers it, her chest raises and falls as the feeling rips through her and settles deep in her core, her mind fuzzy and without resistance left

"So tell me, do you want this~?" Utena speaks, her voice low yet soft and sweet like honey

"Y-yes..." Azul mutters out, the next thing she knows the mask loses the magical properties imbued into it and it's taken off her face, her eyes meet Utena's star shaped eyes, she's looking at her with a loving yet possessive gaze

"Who am I?" Utena asks softly yet dryly and Azul whispers "mistress?" Expecting and almost unsure, next her head is taken onto Utena's lap and the villainess begins to brush her hair "good girl~" Utena's wings extend over them, shielding them from the sun as Azul looks at the girl in the eyes

"Now just promise me one thing" Azul feels a shiver run down her spine but the excitement in her heart is palpable as Utena's speaks "promise... That you'll stay true to yourself, that you'll fight for what's right, shine brighter and be proud for everyone to see" Azul was taken aback by this, of all things this wasn't what she expected. "W-what" Azul asked and Utena gave her a warm smile

"You're mine my sweet fox, and I've done nothing but bring out what was already there, but I'm still the villain here" Utena brushes a strand of hair away from Azul's face "so we'll still have to fight, and although I would love for you to call me mistress even then that won't do, so I owe you my name for next time we meet" then Utena senses two magical energies approaching

"Seems our other two darlings are finally arriving" she gently places the fox masks in Azul's hands as she helps her sit up "just promise me that, please" she leans down and gives Azul one last soft kiss on the lips before her wings expand, and with a powerful flap she's gone, leaving Azul alone behind the shrine, half naked, her juices dripping onto the floor and the taste of her mistress still in her mouth

Azul sits there for a long moment, her mind a blissful, buzzing blank. The sun is warm on her skin where Utena's wings had been. The cool stone beneath her is a grounding reality, as is the sticky evidence of her pleasure on her thighs. She looks down at the fox mask in her hands, the smooth, painted wood feeling alien and sacred. A promise. Stay true to yourself. Shine brighter. The villain's words echo in the quiet courtyard, a strange, contradictory benediction. A shudder, not of cold or fear, but of remembrance, racks her body. The feel of Utena's fingers, the taste of her lips, the sound of her voice saying "good girl."

"Stay true... to myself," she whispers, testing the words. What did that even mean? The self that fought for justice? Or the self that had just called a villain 'Mistress' and shattered with pleasure at her touch? She doesn't have an answer. Her transformation wears off shortly after that, her shrine maiden outfit covering her body as she stares deeply into where Utena was just moments ago

Regardless one thing was certain, her heart was beating rhythmically to the memory of the villainess, even as Sulfur and Magenta arrived she couldn't stop playing the memory in her head. And this experience forever changed her perspective not only on the villainess but herself

.. .. ..

Utena lays in bed, her transformation long worn off as she stares at the ceiling

'I really did it again... Azul was so... cute tho, so precious, so... mine~'

Her gaze then looks to the side onto one of the tres magia posters, her eyes fall onto Azul's face, squinting her eyes a mild head pain comes over her, the image of Sayo and Azul stand side to side in her head, inching closer and starting to overlap before she shakes her head 

'No no, stop that Utena, a magical girl's identity is its most well guarded secret, once it's known there's no turning back... It should be them who tell me anyway' she looks at the picture of Azul on her wall again 'regardless if I'm right or wrong'

Looking back up to her ceiling she brings her hands over her face with a deep groan

"Did you not have fun?" Venalita's voice echoes through Utena's ears, sitting on Utena's nightstand like a sorta dark plushie as she looks over the dark magical girl 

Utena takes a deep breath and extends her arms to her sides with a loud sigh

"... Velanita, why are we even doing this?" Utena's question makes Venalita sit up slightly "why are we fighting against the magical girls? What even is the reason for enormita's existence?"

Velanita lifts off the nightstand and flies over barely above Utena's resting form

"Well every hero needs a villain right? Without us groups like tres magia have no reason to exist in the first place" Venalita says as a matter of factly but Utena sees there's a little more behind that truth. "you say that, but there's more isn't it?" Venalita's smile seems to grow just faintly at Utena's insight 

"Do you really think all the demons they fight are sent by us?" Venalita's words make Utena's eyes go wide as plates, the shock is such that she has to sit up. "W-what?" "That's right" Venalita responds to Utena's question with an even wider smile "roughly 70% of the stray demons that come to this world aren't even our doing, in the end they help our purpose but that's besides the point" Venalita hovers down to Utena's bed, sitting neatly like a plushie as she looks up to Utena 

"There are far more demons out of this world, and if it wasn't for us, enormita, sitting as the Apex of darkness... They would have started razing this whole world to the ground long ago, I fear not even all the magical girls in the world could have stopped it"

Utena's senses ran cold, she couldn't see any lie in Venalita's words yet a question remained on her mind

"Then what makes us different?" "We're deterrent" Venalita responded bluntly "of sorts, wild demons by themselves are uncoordinated and individualists, only joined by destruction, but with us there they have something to worry about" Venalita raises her arms "something that they view as stronger within their own league, something that can control them, while their combined might could overpower even us at our current state they aren't smart enough and too self centered to figure that out"

Venalita then brings a hand to her chin "in other words, the only thing standing between this world and a catastrophe... It's us" the mascot said grimly "and if we really wanted the world destroyed... All that is needed of us is to take a step back and set them loose"

A chill runs down Utena's spine, thinking about what would happen if enormita wasn't there and the magical girls just were left to their own luck against the dark forces

Venalita flies off the bed and opens a small portal

"I have my own plans, none of them involve having the world completely and utterly destroyed, much less in such a brute manner" as Venalita speaks Utena sees there's something the mascot isn't telling her even if at least most of what she just said it's true "take that as you will, but you want your magical girls to shine brighter and that doesn't antagonize my own plans so feel free to do as you wish as long as you fight them... You'll grow stronger yourself Utena I just know it" and with that the mascot sinks into the portal and disappears

After all that Utena could just fall back onto the bed and stare at the ceiling blankly, her thoughts raced, she was part of the thing that held back a literal catastrophe that magical girls were simply not strong enough as it is to fight off if it came to be... Closing her fists she gets a serious expression on her face, she wouldn't allow it, she wouldn't allow anything or anyone to harm them

"They're mine, all mine" she says and a smile comes over her face, as she says this her eyes briefly shift to their star shape and her fangs and ears elongate slightly, all despite not being transformed "they'll grow... My shining diamonds, and if anyone harms you... They'll have to face me too" 

... ... ... ...

"Ok let's begin our meeting about the new enemy general" Haruka spoke with a hand held high, being the leader of the group she was the one to set up this meeting, using their favorite dinner as a meeting spot. Which unsurprisingly had tres magia themed stuff hanging from every other wall and the menu was somewhat the same

"The new gal in that crazy outfit, are we sure she's even a general?" Kaoruko asked with a calm expression even if her heart fluttered slightly

' "I'll win you over"? That girl sure is bold huh '

Kaoruko thought remembering the nameless villainess's words

"W-well she has commanded monsters so I just assumed" Haruka said a bit embarrassed but her logic was pretty on point with itself "she has been having her way with us, she even bullied Sayo just yesterday" 

Sayo blushes brightly in response and replies

"I-it wasn't that bad!" Speaking in a louder voice than she intended to, Sayo collects herself best she can and says "she seems about our age right? Think we could figure out who she is?" With a bit more hope in her words than she'd care to admit 

"Good luck, bet she has the anti recognition magic just like us" Kaoruko replied killing any hope Sayo might had "gonna be honest, it sorta scared me for a moment when she said we looked familiar" that immediately sent a shiver down the other two spine "she was quick to drop it tho so I don't know what exactly does it mean"

Haruka was fidgeting and Sayo was blushing brightly, the implications that they might have been recognized or that the anti recognition magic just didn't work on their new enemy that has done nothing but play with them in various sexual ways was something hard to swallow 

"L-lets just hope it's not what we think it is" Haruka said trying to alleviate the tension getting a nod from Sayo and a "agreed" from Kaoruko 

"Any notice on Vatz?" Kaoruko counties quickly shifting everyone's attention to something else but Haruka shakes her head in response and Kaoruko sighs

Sayo clears her throat before speaking

"I managed to get some information about her when she... At my family's shrine" now that got the attention of the other two and spring the conversation back to life

"What happened, what we... She did to me, saying it… it's pretty graphic but something she said was... That she was in fact tricked into being a villainess, but she doesn't regret it cause she gets... Us? I suppose" Sayo blushed brightly remembering yesterday's encounter with the villainess, her touch, the mind blurring pleasure, the feeling of being held helpless yet loved in her arms

She visibly shivers before continuing 

"She doesn't have a name yet, though she did make me call her... Things" Sayo can't help but remember how she called their newest rival and enemy 'mistress' and feel her heart skip a bit "and that she owed me or well... Us a name to call her by"

Haruka and Kaoruko both blush at that, their faces growing red and not being able to say anything for a moment "she made you call her...?" Haruka mumbled trying to ask the question that burned in her mind but Sayo shook her head before she could even form the question

"I'm not telling you what she made me call her" Sayo said with a slightly hushed tone "But it was humiliating and... I liked it..." Sayo admitted with her face as red as a tomato "She also told me to promise her that I'd be truthful to myself and keep fighting for what's right, I honestly don't know what she meant after all that happened but..." Sayo gulps down and takes a deep breath before continuing "I don't think I'd be telling any of this if I decided to take that advice I feel"

There was a heavy silence that hung in the air, thick with unspoken things. The clinking of forks against porcelain from neighboring tables sounded unnaturally loud. Kaoruko was the one to break it, her voice dropping to a conspiratorial whisper, leaning forward over the remnants of her parfait

"She's messing with our heads, Sayo. All of us. That humiliating... and liking it? That's the point. She wants us tangled up, confused" Kaoruko’s calm demeanor was a careful facade; beneath it, her thoughts were a frantic dance "you're also talking about this 'being honest with yourself' thing or whatever, yet you won't say what she made you call her"

Sayo blushes not having any comeback for that and she just mutters out "mistress"

As if Kaoruko didn't have enough dancing in her head that made her snap her head to look on Sayo's direction

"She made no... She figured out I wanted to call her that halfway through... Somehow" Sayo speaks as she remembers the look of the villainess's eyes, those beautiful star shaped eyes that seem to pierce any walls you build to try and hide behind, let's her see everything

"I think... She sees right through us, our feelings and thoughts... I think she might be genuine about... Loving us" Sayo says, a look of longing crossing her features "I just... I don't know what to do, she took care of me even after all that too, talked praise and also told me..." Sayo takes a deep breath before saying "that she did nothing but bring out what was already there, and that I should shine brighter and proud. That I had nothing to be ashamed of"

Sayo was just muttering by this point

Kaoruko was silent. The word "mistress" echoed in the small space of their booth, a bombshell that detonated softly, coating everything in a fine layer of implication. Her mind raced, trying to align this new, intimate detail with the enemy general who had so easily countered her own techniques, who had looked at her with that infuriating, knowing smirk

'She knows. She looked right at me and said we looked familiar. What did she see?'

Haruka thought to herself but she remained silent

After the meeting

Haruka and Kaoruko walked together through the sidewalk, Sayo had to go home because of her shrine maiden duties leaving the two girls alone unable to part ways with this tension

"Do you think she..." Haruka wanted to ask something but couldn't bring herself to it

"Wrapped around her finger" thankfully Kaoruko delivered the response anyway

"That bad?!" Haruka yelled as she imagined Sayo falling in love with the villainess that didn't even have a proper name yet

"Probably... Can't tell if that's good or bad" Kaoruko continues with a blush on her face taking Haruka off guard making the pink haired girl blush as well

"How could that be good?!" "Exactly" Haruka blinks in surprise at Kaoruko's fast response "I simply don't know but... I do know that this... Whatever her name shall be, is different and... I believe she means every word she has said to us" Kaoruko's face was a mixture of confusion and mild embarrassment, remembering the touch and the words of the villainess

"We need information" Kaoruko's gaze then drifts onto the horizon as the sun is slowly setting behind the hills she can see in the distance "and I got a plan"

"Is it a good one?" Haruka asked "a crazy one" Kaoruko replied "should we tell Sayo?" "Probably best we don't"

Haruka could only let out a sigh as she then steadies herself "you just want to fight" she says and Kaoruko just smiles in response yet Haruka can't help but smile herself seeing Kaoruko getting a bit excited, it was always a joy to see the other girl getting so passionate

"Let's go" Haruka said with a determined look, the decision made. They would hunt for answers, and perhaps, for another taste of the sweet, dangerous honey the villainess offered

.. .. ..

Meanwhile in Utena's home

The so called villainess is clumsily looking through books of german words, she needed a name

"Why is this so hard?" Utena complained as she continues looking for words

"Just try a little harder" Venalita said bluntly and almost teasingly with her almost perpetually cheerful tone, she sits on Utena's nightstand calmly

Utena continues to scratch her head for a name, meanwhile Venalita just watches and then senses something

"I just sensed something, two magical signals, on the distance at the nearby hills, they're just standing still" the dark mascot lifts herself and flies close to Utena "I think two of your girls call for your attention" she says almost teasingly making Utena blush and shiver

"Don't say it like that!" As much as Utena loves to call tres magia 'her girls' hearing the dark mascot says it gives her a chilling feeling

"Yeah yeah, should we get going?" Venalita says opening a portal and pointing at it

Utena lets out a sigh and stands up, picking up her magic transformation star and holding it to her chest

"I'm just glad you set up a barrier here" Utena says looks at her bed, under it a star shaped item rests perpetually casting a barrier that prevents anyone from detecting the place and any magical signals in it

"Did it the day we met" Velanita clarified as Utena shivers from how creepy that sounded before whispering

"Trans magia"

Her transformation is instantaneous. The glow was brief but warm as her dark magical girl self emerged, unlike yesterday she's back to her smaller slim form. The tiara on her head however gleams with a bit more pronounced golden luster. The pair stars on her cheeks seem to glow faintly against the sunlight. Her wings, back to only being the smaller ones at her waist, flex with a newfound strength and ease. She feels settled however, like this form isn't as alien as it used to be the previous times. Her hunger although present is more of a distant hum despite its everlasting presence

She steps through the portal, the fabric of reality bending around her like silk. The other side is a small, rocky outcrop with a crumbling church overlooking the city, the sunset painting the sky in hues of orange and violet. Below, she can see the city lights beginning to flicker on like scattered diamonds. And there, flying defiantly over the church's ruins, are Magenta and Sulfur.

"Here we are" Venalita's voice whispers from a nearby branch, unseen "Here, you can use this" she pulls out of a smaller portal a wax candle and hands it over to Utena

Utena holds the candle and just as Velanita disappears into the trees she can't help but smile seeing the two magical girls clearly waiting for her

.. .. ..

Magenta and Sulfur fly over the withering church, Magenta was clearly nervous as Sulfur simply stayed by her side with a calm expression

"Do you really think she'll show up?" Magenta asked, tapping her finger over her arm a clear sign of her nervousness. Sulfur in response puts a hand over Magenta's shoulder to calm her down

"If we know her well enough... Which is not much, and if we're right about her obsession with us then she will" Right after Sulfur said that a loud tremble could be heard, the ground under the already half destroyed church shaking and a massive shadow was suddenly cast upon the two magical girls

"Oh you're right about that my dear~ and it just warms my heart that you want to know me, I want to know you too~" Utena let's her presence known as she stands on the shoulder of a massive wax monster, numerous lit candles coming out of its arms and head, its body was of a beautifully sculpted woman that is faintly melting from the heat of its flames

Before the two magical girls could react the monster quickly launched its arms at them, completely coating them in thick wax that encapsulates them entirely except for their heads and the front of their chests

"Why you..." Sulfur curses under her breath as Utena comes down from the monster's shoulder and gently hovers over the two captured magical girls, the wax around them was tight and the warmth from the flames was constantly making the sensation dance on the fine line between comfort and discomfort

"You called, and I answered" Utena says with a soft smile "honestly I didn't expect for us to meet so soon, I had planned on giving you both a one on one but if you're ok with sharing then I don't mind~" her smile widens as she floats closer, her eyes glinting with starlight

"What do you want?" Sulfur asks, her voice strained, trying to keep her anger boiling hot, a counter to the enclosing warmth of her prison

Utena brings a finger to her chin, her expression shifting to one of mock thoughtfulness. "What do I want...?" She hums, a low, melodic sound that seems to resonate with the flickering flames of her monster. "What I want... is to unwrap your true selves~ to bring out what you keep hidden and sing you praises and hold you dearly as I BREAK you in all the right ways~ Truly see you. No masks, just... you. In the raw"

Magenta squeaks, her blush spreading down her neck, visible even under the dim candlelight. Sulfur's jaw tightens, but there's a flicker in her eyes, a spark of something other than pure anger

Utena's nails shift into a long and sharp form before she comes closer to the duo and starts to so slowly and teasingly cut over the girl's tops exposing their breasts

"W-wait!" Magenta shouts but a finger quickly meets her lips shutting her and her eyes lock onto Utena's, momentarily getting lost in them as the villainess shushes her

"You're my precious gems, I wouldn't want any actual harm done to you" reaching over to the wax monster a pair of red colored candles come out of it's body already lit. Utena grabs them and holds them over the girl's exposed chests, the wax melts fast and hits their chest in a matter of seconds

Sulfur and Magenta squirm, groan and moan as the hot wax hits their exposed flesh

"These candles melt at a much lower temperature than regular ones, so they're perfect for situations like these~" she says with a smile looking at the two squirming girls "I can see your deepest desires, your afflictions, your wants, your needs, you can't hide them from me"

Utena looks at Magenta

"Sweet Magenta, my first crush, you're special, you carry much on your shoulders and I want to get that weight off you, if for just a moment~"

Then looks at Sulfur

"Your determination knows no pair my firecracker, yet you yearn for someone" her gaze drifts to Magenta momentarily making Sulfur's eyes go wide before Utena's gaze was back on her "I'll be more than happy to help~ I not only want to show you my love and make you mine, I'll embrace those you love as well~" she then looks at the both of them and smiles "I want to help you all become the brightest diamonds you can be"

More wax drips onto them, and Sulfur has to bite her lip to stop a moan from escaping, her pride fighting a losing battle against the pleasure. Magenta isn't so successful; a whimper escapes her, half protest, half surrender

"You speak of love while you do this!" Sulfur finally manages, her voice a low growl, though it lacks its earlier conviction

Utena laughs, a light, tinkling sound that's at odds with the dark magic swirling around her. "But this is my love. My affection. My care~ To see you squirm, to feel you tremble... to know every secret your body holds... isn't that the purest form of devotion?" She leans closer, her face inches from Sulfur's. "Don't lie to me, Sulfur. Don't tell me you don't feel it. That spark. That heat. That desire~"

With a swing of her crop a nearby flower becomes a monster like the one from her first encounter with the magical girls, as its vines inch closer her smile widens and her eyes seem to shine with an almost ethereal glow

"Let's have lots of fun my dearest~"

She doesn't get to do anything past this point however, just lets the words left her mouth the flower and wax monster were blasted by a sequence of powerful punches and subsequently cut down by a spear

"Eh?" Utena is left in shock as she looks behind herself and sees her monsters crumbling down

"You are... Something" Magenta says gasping for breath, her spear held firmly in her hands

Utena turns to face the heroines again and her eyes go wide in surprise as the dust settles

"You really like to hear yourself talk hon, you use that crop to make your monsters" Sulfur's voice was calm, almost methodical. Once the dust clears her form is revealed, with her uniform still damaged two massive fiery fists engulf her arms, yellow flames rage, contained impossibly in shape by a large leather belt, rows of small metal spikes covered her knuckles

"You said you'll win me over, well you're about to try it a bit more literally" Sulfur looks at her massive fire hands "I'm also a big fan of these knuckles, can't use them in public cause it will freak out the little girls"

In a blur of speed Sulfur was suddenly already in front of Utena lining up a punch

"So let's keep this a secret ok hon~" her tone was teasing as she smiled widely and right behind her Magenta prepared an attack of her own

Everything seemed to slow down to Utena for just a second, seeing Sulfur all fired up for a fight leading the charge and Magenta backing her up with undying determination was a scene so different from what she's used to see when they fight demons

This is a different new face to them, something that even her gaze failed to dig out... And Utena couldn't help but smile

Just as the hit landed Utena had already dodged out of there, her outfit wasn't spared from the blast however, almost half of it had been torn off by it

"Well aren't you a queen of running away" Sulfur mocks but Utena is still smiling. Immediately Magenta attacks thrusting her spear in a blitzing charge but Utena dodges by a hair as her smile continues to grown larger

"H-hehe" putting some space between herself and the magical girls she holds her left hand over her face, giggles escaping her lips as her eyes gaze through her fingers

"Hehehe... I see it, I can see it now. I was blind, so blind" taking her hand off her face reveals her overjoyed smile, her wings flutter and the two stars on her cheeks sharpen "there's more, so much more~" a new star appears on her right cheek, then another one the left and then another, and another and another

"Sulfur, Magenta... You are so amazing~!" A surge of dark magical energy engulfed Utena, generating a massive wind current that started pushing the two magical girls back, a cocoon formed around Utena before bursting into millions of tiny crimson purple sparkles, her tiara a crown, a new pair of large wing appear, eyes and fangs sharp, six overlapping dark stars on her cheeks and her ears pointy even if covered by her hair

"I thought I was here to unwrap you, show you your own deepest desires, show you a new side of yourselves... Yet you were the ones to show one so preciously unexpected to me" with a swing of her crop dozens of small, sharp spikes appear floating behind her "and I couldn't be more proud, I'll break you both, and make you shine brighter than ever before"

Sulfur's fists reignited with a vengeance "I'll burn that smile right off your face"

"I'm so happy to hear that" Utena replies genuinely, her grin unwavering "but before we continue" she snaps her fingers and the dozens of floating spikes shot towards Magenta

"Magenta!" Sulfur shouts, ready to defend her friend but she's quickly stopped by a wave of dark magic

"Not so fast, you and I have a dance to finish" Utena says as Sulfur is forced to take a defensive stance against the oncoming wave

However the spikes never hit their mark, instead they formed a small cage dome over Magenta with a single star mark placed on top of it

"W-what is this?!" Magenta says, trying to break the dome with her spear but her attacks just bounce off it

"It's a cage, a safe space~ I want your undivided attention my dear, and this is the only way" Utena's tone was gentle, almost sweet, a stark contrast to the violence of her actions "don't worry tho, you won't be alone in there~"

With wide eyes Magenta hears something bubbling behind her, an orb of melted wax hovers with her in the cage and within moments it's shape shift and takes the form of the villainess, crown, wings, the stars on her cheeks, the whole package, even the colors come to life making the clone feel even closer to the real thing

"This little me will keep you company, whoever says I can't attend all my girls is dead wrong"

Utena is quick to catch a punch from Sulfur that came at her at a blinding speed, her hand barely flinching at the impact

"Don't like hearing a monologue huh?" Utena says noticing Sulfur's face

"Not at all hon" Sulfur replied in an almost mocking tone as she struggles to not be pushed by Utena's effortless motion

Falling back Sulfur let's out a deep sigh, the knuckles are quickly draining her magic and Utena is still as fresh as when the battle started

"What is your name?" Sulfur asks out of the blue, making Utena blink in surprise "I know when I'm outmatched, I'll still fight but you owe us that much don't you?"

Utena smiles softly, a contrast to her more twisted and downright lustful smiles

"Baiser" She says softly "my name, is magia Baiser~"

Utena now also known as magia Baiser does a little bow with an arm on her front and the other one her back

"Baiser..." Sulfur rolls the name on her tongue, it slides well. She prepares her fiery knuckles on a battle stance "what a fun gal you are"

Baiser smiles as she locks eyes with sulfur

"Thanks dear" with a snap of her fingers, dozens of spikes once again appear and start to circle Sulfur like a shark

"Let's see if you can keep up" with a quick motion of her hand Baiser rushes forward and swings her crop

The clash was fierce, Baiser's crop met Sulfur's knuckles with a crack of magical energy, sending shockwaves through the ruined church. Sulfur poured her will into her fists, the flames roaring hotter, desperate to land a solid hit, to wipe that knowing, triumphant smirk off Baiser's face. But Baiser was water to her fire, flowing around her attacks, her movements an unhurried, predatory dance. Each swing of the crop was precise, not aiming to injure, but to disarm, to humiliate, to tantalize.

"You fight with such passion," Baiser purred, sidestepping a haymaker that would have shattered stone. "But your heart isn't in it, not completely." Her crop darted out, not at Sulfur, but at one of the spinning spikes, redirecting it to flick against the back of Sulfur's knee. The magical girl staggered, a grunt of pain escaping her lips. "A part of you... wants this. Wants to lose. Wants to be mine."

"Oh shut it!" Sulfur rages out, spikes shoot at her, gracing her barely, picking and cutting strands of her uniform with every dive they did. Slowly but surely her clothes were being undone in a surgical level, making her blush as with each swing of her fits less and less of her clothing was left

"These pestering things I swear!" She shouts and curses under her breath. Taking a wide swing to the biggest concentration of spikes she launches a punch. The spikes swim in the air around the shockwave completely dodging only to dive against her more aggressively tearing any clothing to shreds

"Damn these... A-ah!" That whole thing left her wide open for a good spank on her butt courtesy of Baiser and her star tipped crop

"You're getting distracted~" Baiser licks her lips holding her crop in both hands, the spikes swirl around her without any harm. She then charges at Sulfur and grabs her by the throat, then dives down, through the crumbling ceiling of the church and onto it's wooden ground

Sulfur is breathing heavily but outside of that she's completely fine, maybe some dirt or dust on her but not a single scratch for just crashing down through and into a decaying church. Magical girls sure can take way more punishment than any normal girl and be completely fine

"I win~"

That voice... That frustratingly sexy voice. Sulfur looks up seeing Baiser smiling down at her, straddling the girl with her left hand over Sulfur's collar bone and her right holding her crop. The sharp spikes enter the church from the hole they just made through the ceiling and hover ominously behind Baiser

"Wouldn't you agree~?" Baiser smiles widely. Sulfur wants to feel angry, furious even, but... As she watches the villainess smile her anger gets redirected to something else

"Just fucking Kiss me already you idiot" not need to be told twice Baiser lowers herself and kisses Sulfur straight on the lips, putting the hand with the crop on the ground to steady herself. The kiss was everything but gentle, it was a rough, passionate kiss of desire and longing, a kiss between rivals

But Sulfur wasn't going to be the only one enjoying this. As Baiser shifts her position having to break the kiss for a moment she gets off Sulfur and brings the girl's legs around her waist, lifting her off the ground and going right back in. The kiss deepens, Sulfur's tongue sliding into Baiser's mouth with a bold confidence that surprises the villainess for a second. Baiser responds with a growl of her own, her free hand tangling in Sulfur's hair, gripping tight, holding her in place. The fight isn't over; it has merely changed arenas. This is a battle of tongues, of teeth, of breaths stolen and given in equal measure. The spikes above, sensing their mistress's heightened state, begin to spin faster, a whirring, deadly halo of dark energy

With each kiss Baiser could taste if, Sulfur's fire, it was warm like a coat on a winter day. Sulfur's resistance also became weaker by the moment, little by little through each kiss Baiser was drinking bits of her mana even if she didn't realize it

When they finally separate, a thin string of saliva connects their lips. Sulfur is panting, her chest heaving, her eyes blazing with a mixture of fury and unrestrained desire.

"You're mine now" Baiser says as she kisses Sulfur one last time, then she stands up

"Say it" Baiser commands, her crop now trailing along Sulfur's jawline, a light, teasing touch that sends shivers through the magical girl's body

Sulfur takes a deep shaky breath, her heart beating fast as she can't get her eyes off the villainess in front of her, giving Baiser a smirk she flows the flow of the crop trailing on her jawline and says

"Fuck you~" there was no venom within those words, no anger, no spitefulness, just a playful tone with a knowing smirk and even some love behind them, yet Sulfur's determination still shines

"Close enough" Baiser giggles to herself and then takes her crop off Sulfur's chin "Mmmmm..." With a crack of her crop and a smirk on her lips the swirling spikes immediately shot against her. Sulfur's eyes go wide as Baiser gets surrounded by her own sharp spikes creating a dome

Sulfur could see through the fleeting gaps how Baiser's clothing became undone little by little then the spikes fused making a rocky cocoon around their mistress... Before bursting into millions of fragments that disappeared into the air

"Now..." Baiser stood there, completely naked except for the crown on her head and her wings fluttered with excitement. Casting her crop way she smiles widely to Sulfur "the real fun begins~"

To Sulfur's shock between Baiser's legs a new member appeared, over Baiser's pussy a set of dick and balls shifted into place with a low magical glow

"Oh it actually worked, perfect~" Baiser set to herself as she examined her new shaft, thick and with a full eight inches in length. It throbbed angrily as if reacting to the naked girl in front of her

"Since when..." Sulfur mutters and immediately gets Baiser's dick presented in front of her face. "Since right now dear, now be good for me~" Baiser lets out a low purr as she grabs Sulfur's head, her fingers tangling in the golden hair as she rubs the tip of her dick against the magical girl's lips. Sulfur's eyes widened at the sudden and bold move. She could feel the heat radiating from Baiser's new appendage, and smell her intoxicating scent. Her body was reacting, a familiar warmth pooling in her stomach, a desire that was both shameful and undeniable

"Suck" the command was simple, direct. Sulfur looked up, meeting Baiser's starlit eyes. There was no malice there, only desire, a raw, possessive need that mirrored her own. With a defiance that was more for show than anything, Sulfur parted her lips and took the tip into her mouth. She was surprisingly gentle at first, her tongue tentatively exploring the head. Baiser let out a soft moan, her fingers tightening in Sulfur's hair, encouraging her

"Good girl" she praised, her voice a husky whisper. The words sent a jolt of pleasure through Sulfur, and she found herself wanting more, wanting to please this woman, this villain, this... mistress. She took more of Baiser into her mouth, her movements becoming more confident, her tongue swirling around the shaft as she began to bob her head. Baiser's hips started to move, a slow, shallow rhythm, fucking Sulfur's mouth with a deliberate control that was both maddening and exhilarating

"A-ah~ that's it, Mmmmm~ this feels good" Baiser moans deeply. This new feeling, new sensation was just amazing, even as her hunger slowly came back it only added more fuel into the fire of her passion and desire "don't stop~" she lets out in a low possessive growl as her hips start to pick up some speed, pushing her dick deep into Sulfur's mouth and pressing against the back of her throat

Sulfur gags and feels the heat pool inside of her, she can't help it when her right hand goes down between her legs and starts to rub her pussy. The slick wetness giving away her own excitement as now pleasure pools in with the heat within her

Baiser bites her lip, she wants to push further... Forward, take the first step into Sulfur's throat but not knowing how well the girl would take it she decided to wait for the last moment and enjoy this for now. She'll take Sulfur's sweet throat when she's about to burst or when the girl grows bold enough to do it herself. For now she enjoys the view of her magical girl sucking her dick, the moans that Sulfur lets out as she pleasures herself at the same time

"Look at you, so fucking hot like this" Baiser's eyes roll back slightly as her thrusts become a little faster, the heat and pleasure starting to become too much

Meanwhile

Magenta was stuck in her cage, helplessly watching the events unfold through the dark crystal. A mixture of feelings warred within her. Fear for what Baiser was doing to her friend. Arousal, at the incredibly lewd sight of Sulfur on her knees, her head bobbing as she took Baiser's length. And a strange, twisted sense of jealousy, not just of the attention Sulfur was getting, but of Sulfur's boldness, her ability to just... give in

"You're so pretty like this, all flustered" the Baiser clone's whispered in Magenta's ear, its arms wrapping around her waist from behind. Magenta flinched, she had been so focused on the scene playing out she had forgotten her own prison

"S-stop teasing me" Magenta's protest was weak. The clone's hands were already roaming her body, cupping her breasts, its fingers teasing her nipples. Magenta was completely naked and so was Baiser's clone. Back when Baiser and Sulfur's fight started magenta had her own interaction with

Back when the fight just started

Magenta found herself holding her spear inside this cage of fused up spikes with a 1 to 1 clone of Baiser with her and no way out

"You sure you wanna fight sweetheart? I might not be the real deal but I can assure you" the clone immediately disappeared a blur of speed and was already behind Magenta and whispers into her ear "I'm built to be just as good~" the clone quickly gives Magenta's ear a quick lick making the pink haired girl flinch and turn around with her spear

"You're no Baiser" Magenta says as she charges forward and thrusts her spear, the clone dodges with a smirk and quickly moves around Magenta to stay out of her reach

"Are you sure about that? I know everything she knows" the clone says as it gracefully avoids another spear thrust "I know what you think, what you feel... What do you want" the clone quickly appears in front of Magenta, her face inches away "don't you want to let go my dear? Let me take that weight off your shoulders?" The clone whispers as she brings a finger to Magenta's lips, shutting her and getting her lost in the starlit eyes

Magenta clutches her spear and tries to take a hit in but the clone dodges this time using her sharpened nails to rip most of the clothes on Magenta's body making her blush bead red and cover herself up with her arms

As the clone's nails went back to normal she licked her lips looking at magenta. Then in one swift move she grabs magenta's arms from behind making her drop her spear and press her legs together

"Look at you, so embarrassed. Yet you are so turned on being exposed like this aren't you~" Baiser's clone licks Magenta's ear making the girl let out a rather loud moan. "A-AHH~!" Magenta's back arched in reaction to that and as soon as it registered in the girl's head she went frozen "I-I... I..." Magenta was stuttering with her own words, the clone couldn't help but smile and lick on the girl's neck this time getting another moan but not as intense

"A-ahh~!" The clone's hands shift from holding Magenta's arms to grope her breasts a smile on its face seeing all the delicious reactions from Magenta

At that moment. Baiser and Sulfur crashed into the church getting the two's attention and then immediately noticed how intimate Baiser and Sulfur were getting

Magenta could only stare wide eyed and Baiser's clone smiles widely seeing it all unfold, she swiftly takes off whatever bits of clothing still clings onto the pink magical girl and just lets her drink it all in as she plays with her breasts

"Cutie~"

Present

A shudder runs down Magenta's spine as the clone's hands continue their exploration. She wants to fight, to push it away, but her body is traitorous. Her nipples harden under the clone's touch, a soft sigh escaping her lips. The clone's other hand slides down her stomach, its fingers tracing the line of her hip before dipping between her legs. Magenta gasps, her knees going weak as the clone's fingers find her clit, rubbing slow, teasing circles

Using her wings and the magic that was imbued in her the clone floats around the center of the cage, slightly leaning back and having Magenta lay on top of her front

"Breathe sweetheart~ you're doing amazing" the clone whispers into Magenta's ear, that soft caring tone that just sends shivers through her spine. Her fingers started to move faster on Magenta's clit, the circular motions sending pleasure waves in just the right way all through Magenta's body

"A-ah wait I-I... Ahh~!" With quivering legs Magenta can feel the pleasure starting to overwhelm her, the clone softly blows into her ear making her arch her back and eyes roll back with the pleasure still building up

"Don't think, your pleasure is what matters now~ break, and I'll put you back together~" the clone whispers, her words evidently being Baiser's own words even as the real one was still fucking Sulfur's mouth and inches away from climaxing herself. The clone's fingers move faster and faster on Magenta's clit, the pleasure building to an almost unbearable peak. Magenta's mind goes blank, her hips bucking against the clone's hand. She can hear Baiser's moans from outside the cage, can picture Sulfur on her knees, and it all mixes together into a vortex of shameless, overwhelming desire

"Ah~ AH! Ahh~!" Her moans become more frequent as the pleasure builds up, the clone whispers again "That's it sweetie, let it all out" with a final flick of her fingers on Magenta's clit, the magical girl's body seizes up and she cries out, her orgasm ripping through her with the force of a tidal wave, her juices squirting out, drenching the clone's hand and the dark crystal floor beneath them. The clone holds her tight, letting her ride out the waves of pleasure, its other hand stroking her hair in a surprisingly tender gesture

"Such a good girl~" the clone whispers, placing a soft kiss on Magenta's temple

As Magenta's vision slowly returns, she sees the clone looking at her with a soft smile. The cage walls are still shimmering, showing glimpses of Baiser and Sulfur

The clone licks her lips as she sets magenta down on the crystalline floor

"We're not down yet~" the clone says lowering her barely clinging pants down revealing her absolutely wet pussy, demonstrating she was built to feel pleasure for Baiser as well

Back with Baiser and Sulfur

Baiser had switched to have both hands firmly set on Sulfur's head, her hips moving back and forth at a faster speed making Sulfur's eyes roll back slightly and gag with Baiser's dick going into her throat momentarily

Sulfur's fingers frantically finger her own pussy, the wet sounds loud enough to add to the lewdness of the situation. She can feel her heart beat hard and fast, this sensations being enough to get her to the edge and wanting to just stay there as long as possible for the pleasure before the climax

"M-mmMmmm~ so good, get ready I'm gonna... C-cum~!" Baiser thrusts forward and deep into Sulfur's throat. Sulfur's eyes go wide as she feels her throat get fully invaded and Baiser's crotch hit her nose, giving her a good smell of her scent at the same time

Baiser moans loudly as she empties herself into Sulfur's throat, hot ropes of cum shooting down into her stomach in honestly astonishing quantities. The villainess's body trembles as her orgasm courses through her, her wings fluttering behind her. For a moment, she just stays there, buried deep inside the magical girl, savoring the feeling of complete possession. Sulfur's throat works around her, swallowing instinctively, her own orgasm hitting her at the same time, her body shuddering as her juices gush out, coating her thighs

Finally, Baiser slowly pulls out, her dick slipping from Sulfur's lips with a wet pop. A thin strand of cum connects them for a moment before breaking. Sulfur is panting, her face flushed, her lips swollen. She looks up at Baiser, her eyes a mix of satisfaction and defiance

"T-that's all you got?" Sulfur teases, her voice hoarse from the rough treatment. Baiser laughs, a rich, genuine sound that fills the ruined church

"Far from it, my firecracker" Baiser says, her dick already hardening again, throbbing with renewed desire "I'm just getting started"

Baiser picks Sulfur up with ease, her new strength surprising even herself

"Wow, you're light as a feather" going up to a wall Baiser presses Sulfur against it, the back of the magical girl resting on the rocky wall as Baiser holds her by the thighs. "Ready~?" Baiser's dick throbs angrily, with a flick of her finger a shiny purple coating envelops it, making a perfectly fitting condom over it

Sulfur smirks as she steadies herself again the wall holding Baiser by the shoulders

"Your move hon~" the daring look in her eyes was all that Baiser needed to get started

"My pleasure~" pushing forward the tip of her dick presses against Sulfur's tight entrance, there being some resistance given Baiser's larger frame but after a moment of struggle it slid right in

"MmMmm so tight~ how are you holding up my dear?" Baiser's voice was genuine and full of loving lust, moving her hips slowly back and forth she smiles with every little sound Sulfur makes

"A-ah ah~ we fight d-demons M-mMm~ every other day, this is nothing" Sulfur's determination shines through despite the almost overwhelming sensation, Baiser is bigger than anything her body would have expected to take and it was driving her senses crazy as it hits all the good spots at the same time

"Is that so~?" Baiser teases as she quickens her pace, pulling almost completely out before slamming back in with a powerful thrust that makes Sulfur gasp. The sounds of their bodies slapping together fills the ruined church, echoing off the crumbling walls. Baiser's wings flutter behind her, her crown gleaming in the dim light as she sets a relentless pace, her hips moving with a powerful, rhythmic grace

"M-more~" Sulfur finds herself begging, her pride completely forgotten, lost in a sea of pleasure. She wraps her legs tighter around Baiser's waist, pulling her deeper, wanting more of her, all of her

"Gladly" Baiser growls, her movements becoming more aggressive, more possessive. She can feel her own climax building again, the tight heat of Sulfur's pussy driving her wild. She leans down, capturing Sulfur's lips in a bruising kiss, her tongue claiming the magical girl's mouth, dominating her completely. The kiss is a reflection of their battle, a clash of wills and desires, with Baiser emerging victorious

Meanwhile

Magenta was in a state of blissful exhaustion, her body still tingling from her orgasm. The Baiser clone's words, however, snapped her back to reality. Barely lifting her head she saw the clone take off her pants revealing the glaring lack of panties and Magenta couldn't help wonder if that would be the same for the actual Baiser

Baiser's clone walked over to Magenta, heels clicking against the crystalline surface and then stood with her feet to the sides of the girl's head. Her pussy just showering high above the laying girl's face

"Your turn~" she then lowered herself before Magenta could properly react, effectively sitting on the magical girl's face and even started grinding on it. The feeling of Magenta's surprised squeak sent a shiver through her magical made body and a small moan left her lips

Magenta's mind went blank for a second, the suddenness of it all. The clone's scent was intoxicating, a mix of arousal and something uniquely Baiser. She could feel the wetness on her face, the heat of the clone's pussy against her lips. Her body, already sensitized from her orgasm, responded immediately, a fresh wave of arousal washing over her. She tentatively stuck out her tongue, tasting the clone's juices, and was rewarded with a soft moan from above

"That's it... Lick me... Make me feel good..." the clone's voice was a breathy whisper, her hands coming down to tangle in Magenta's hair, holding her in place. Magenta, emboldened by the response, began to lick in earnest, her tongue exploring the clone's folds, flicking against her clit. The clone's hips began to move, grinding against her face, her moans growing louder

Inside the cage, the scene outside was playing out like a dream. Through the shimmering walls, Magenta could see Baiser pounding into Sulfur against the wall, their bodies moving in a primal dance. The sounds of their pleasure mingled with the clone's moans above her, creating a symphony of desire that filled her senses

Magenta's thoughts started to run

'How did it come to this? How is she just... Making us feel good. She's supposed to be our enemy isn't she?'

Yet she continues to lick, tasting every bit of the clone's folds and juices that felt way to real on her tongue for her to even think this clone was originally built off wax. Her senses continue getting overwhelmed by this feeling and with the last strand of resistance snapping...

'Who cares!'

Magenta grabs the clone's thighs and starts pulling down, pressing her face even more against the wet crotch and licking with reckless abandon. Her tongue slipping right in and hitting multiple spots with clumsy eagerness that earned a moan out of the clone

"A-Ah~! That's it lovely, I love this~ bet the real me would love it too" the clone's words fell on deaf ears, to Magenta it didn't matter if who she was eating out was a clone or not. All hat it mattered was that it was Baiser, that villainess that crashed into their lives as heroines and within less than a week turn it on its head, she wanted her

"More~ more! You're doing great sweetie~" the clone's praise just made Magenta's heart flutter and she started to go even harder. Her tongue working overtime inside the clone's pussy, her hands gripping the clone's thighs, pulling her down, wanting more

The clone's body started to tremble, her hips bucking wildly against Magenta's face. She was close, so close. Magenta could feel it, could taste the change in her juices. With a final, desperate lick, she sent the clone over the edge

"AAAHHHHH~!" The clone cried out, her body convulsing as her orgasm crashed over her. Her juices gushed out, drenching Magenta's face, filling her mouth. Magenta drank it all in, her own body responding with a small, secondary orgasm, her hips bucking against the empty air

The clone collapsed bit her lip, her hands going to grope her own breasts as the orgasm washes over her, she got off Magenta's face to which the girl lets out a deep gasp with a rather lewd look on her face, she then moves to lay to the girl's side, her breathing ragged and hands lazily exploring Magenta's body one more time. They lay there for a moment, a tangle of limbs, the only sounds their heavy breathing

"You did amazing~" Baiser's clone kisses Magenta on the cheek before bringing her close and holding her to her chest. A smile coming over her face as she looks at the rather blissed out magical girl

Outside the cage in the church

Baiser's hips were a blur, her movements becoming more erratic as she chased her release. She could feel Sulfur's pussy clenching around her, the magical girl's body trembling with the force of her own orgasm

"O-oh fuck fuck fuck~" Sulfur moans out as she holds on tightly to Baiser's shoulders. She had already gone over the edge to orgasm easily three times and Baiser was NOT slowing down "d-don't stop~!" Yet she was absolutely loving it

Baiser's breath was heavily and fast but her moves were relentless, she could feel her pleasure building up and reaching the edge soon

"So tight, soooo good~" she then grits her teeth before her hips thrust forward hard and she goes deep into Sulfur's pussy. Her dick made a rather obvious bulge on the girl's belly and she could feel her tip threatening to get past the girl's cervix. And with a loud moan she dumps everything she had been holding off into Sulfur, only thing holding it from actually flooding the girl's womb being the magical made condom

"A-AHHHHHHHHHHH~" Sulfur's moan is a high, keening wail as she feels Baiser's hot cum fill her, her belly bloating up as it fills her and her vision going white as her fourth, and most intense, orgasm rips through her. Her body arches off the wall, her nails digging into Baiser's shoulders, her mind completely consumed by pleasure

Finally, spent, Baiser collapses against Sulfur, her head resting on the magical girl's shoulder. They stay like that for a long moment, their bodies entwined, their breathing slowly returning to normal. The church is silent, save for the sound of their hearts beating in unison

"You're amazing," Baiser whispers, her voice soft, full of genuine admiration. She slowly pulls out, the condom coming off with her and Sulfur's belly shrinks with it as it comes out, filled and bloated enough to make an audible pop noise when completely pulled out of Sulfur. It was enough to possibly fill out a whole water bottle. With a wave of her hand, she disposes of it, a small puff of dark magic turning it into dust

"So are you" Sulfur replies, her voice a hoarse whisper. She looks at Baiser, her eyes soft, the earlier defiance replaced with a newfound... affection. She leans in, capturing Baiser's lips in a soft, tender kiss

Baiser deepens the kiss, her tongue exploring Sulfur's mouth, tasting herself, tasting the magical girl

Just as the kiss deepens, Baiser's eyes go wide as she feels it... The hunger pinching at her once again even though all she had slowly already taken from Sulfur through kissing it was simply not enough to satiate it forever

Baiser separates from Sulfur with a hungry look on her face, her fangs being on full sight as a drop of drool leaks out of her lips

"Hon?" Sulfur looks at Baiser with a mix of concern and confusion. Baiser then pulls her close getting her mouth onto the girl's shoulder

"I'm sorry" she murmurs as she then opens wide and bites into Sulfur's shoulder, sending a sharp shiver through the girl's body. Sulfur then finally notices her mana is being drained and rapidly so now that Baiser had literally bit onto her. The fangs press against Sulfur's soft skin, threatening to pierce it but being prevented from doing so thanks to the magical girl's natural magical protection but her already low mana was depleting and fast

"W-wait! If you keep going I'll..." Too late, Sulfur's body started to shine brightly and this was enough to pull Baiser out of her feeding craze long enough to notice

Baiser's eyes go wide again as she then swiftly pulls Sulfur off the wall and before her transformation fades makes a cover of darkness around the girl and placing her gently onto the floor

"That was too close" Baiser lets out a deep sigh as she then takes a step back and the darkness enveloping the girl that is Sulfur expands into a small dome

Kaoruko blinks looking at the darkness around her, her previously naked body now covered by her civilian clothes. Inside the dome there was a cover of tiny starts littered over the ends of it. Kaoruko tried to reach for one but her hand phased right through and out of the dome. She then feels a hand grab hers and gently push it back into the dome

"Baiser?" Kaoruko asks almost incredulously as she holds onto Baiser's hand phasing into the dome of darkness

"A magical girl's identity is her biggest treasure. Once given cannot be taken back" Baiser reaches out, sinking her hands into the dome and holding Kaoruko's hand on the inside "my sweet Sulfur, I wouldn't dare betray that ever" rubbing her thumb across Kaoruko's palm she slowly lets go and gets her hands out of the darkness "I don't get to know your identities without permission, no matter how much my eyes want to see through it. I'll do my best to not connect the dots, but I can't promise I won't get ideas"

Kaoruko's eyes went wide, Baiser COULD see who they were by just looking at them, the specifics she didn't know but at least that much was undeniable. Yet Baiser was trying above and beyond to keep herself from noticing, even if she couldn't prevent herself from picking some pieces

She then listens to Baiser taking off the ground with a powerful flap of her wings

"That dome should last till I'm far enough to not see you by accident, just sit tight dear. I love you"

And with that Kaoruko was left there, sitting in the darkness made to protect her identity from prying eyes as Baiser went to Magenta's cage

"Enjoyed the show Magenta? My clone was quite thorough with you, wasn't she?" Baiser's voice was a husky purr, her wings fluttering as she hovered before the dark cage. The cage walls shimmered, showing the aftermath of the clone's attentions: Magenta, breathless and dazed, her limbs tangled with the wax replica.

Inside, Magenta's breath hitched. The clone's form wavered, then dissolved into a puddle of molten wax, which was rapidly absorbed back into the crystal floor of the cage and its magic back into Baiser herself and with it the memories and sensation of its time with magenta. Magenta was left alone, naked and vulnerable, her body still humming with the aftershocks of pleasure. She looked up at Baiser, her eyes wide, a mixture of fear, shame, and a terrifying, undeniable want swirling within them.

"You..." Magenta started, her voice a hoarse whisper, but she couldn't find the words. What could she say? Thank you? Stop it? Please, more?

The cage dissolved around her, the spikes retracting into the air with a soft hiss. Magenta flinched, expecting an attack, but Baiser simply hovered there, her expression unreadable save for the perpetual glint in her star-shaped eyes

As the cage dissolved Baiser hovered lowered and just before the crystalline floor under Magenta disappeared she picked the girl up into her arms gently and gave her a kiss on the forehead

"You did amazingly" Baiser's words perfectly mirrored the clone's making Magenta's eyes go wide. As Baiser slowly lowered into the church and onto the floor she brought her mouth onto Magenta's shoulder and sinks her fangs onto the soft skin

Much like Sulfur, Baiser's fangs didn't pierce Magenta's skin but they were draining her mana pretty noticeably, yet much slower than what she did with Sulfur

"W-wait if..." Before she could finish Baiser took her fangs off the girl's skin and smiles softly

"Don't worry, I just needed a bit more" Baiser holds Magenta's chin as they touch the ground. Taking step after step towards the come of darkness Baiser gently places Magenta into it

Magenta closes her eyes expecting something to happen but when nothing did she opened her eyes and with the little lighting that was inside the dome she managed to see Kaoruko sitting there, untransformed and unharmed

"Ka... Sulfur" Magenta forgetting for a moment of her naked state goes to Kaoruko and starts inspecting the girl "are you ok? Do you need healing?"

Kaoruko couldn't help but smirk and giggle

"I'm fine worrywart, you should prolly attend to yourself first" Kaoruko's words made Magenta blush as she remembered the state she was in. Let's out a loud yelp she covers herself with her arms and blushes greatly which in turn makes Kaoruko blush as well realizing the situation and looks away

"It's my time to leave" Baiser's voice from outside the come pulls the two out of their little embarrassment "Make sure Sulfur gets home safely Magenta, I reckon her magic is drained for a while" and with that her wings take her off the ground one more time as a dark portal opens at her back "I love you two, do me one favor and tell Azul I love her too" and with one final flap of her wings she disappears into the portal and it closes right behind her

With Baiser gone the darkness dome disappears leaving the two girls alone and in their civilian clothes

The silence that followed was thick, heavy with the weight of unspoken truths. The ruined church, once a battlefield, now felt like a confessional, its crumbling walls bearing witness to their shared shame and secret pleasure. The setting sun cast long, distorted shadows, painting the scene in hues of deep orange and bruised purple.

Haruka, no longer Magenta, hugged her knees to her chest, her civilian clothes feeling coarse and unfamiliar against her skin. The memory of Baiser's touch, both the clone's and the real one, was a phantom presence, a heat that refused to fade. She could still taste the clone on her lips, could still feel the phantom weight of Baiser's hands on her body

"Kaoruko..." Haruka's voice was barely a whisper, a massive blush on her face and a storm of conflicting feelings in her. Between her duty as a magical girl and the undeniable pleasure and joy she felt in those moments

Kaoruko, Sulfur, sat beside her, her posture unusually rigid. She stared at a spot on the dusty floor, her mind a whirlwind of conflicting emotions. The memory of Baiser's possession, of the rough, dominant kiss, of being filled so completely, was a brand on her soul. But beneath the humiliation, a current of fierce, terrifying pleasure still pulsed

"Yeah, I know" Kaoruko's voice was barely above a whisper, she still had to digest all she had lived through at this place

"I really don't know what to think" Haruka let's out a low groan as she sinks her face onto her knees, the blush still prominent

Kaoruko just let the silent sit for another moment, looking at the horizon before muttering

"Probably nothing" those words resonated with Haruka, her eyes went wide as she remembered Baiser and her clone's words "we did get information on her at least, how her powers work, what she's capable of and that... She really loves us" those last words came out barely above a whisper as the blush on Kaoruko's face deepened

Haruka couldn't help but nod in agreement, a blush on her face as well "she's strong... Way stronger than us as we are now" Haruka's mind goes back to how Baiser casually overpowered them without even trying too hard, how could they ever have faced anything like that? As they are right now they were simply no match for the villainess

There was silence, a beat of quiet contemplation. The air was filled with the scent of dust, old stone, and the lingering, phantom aroma of wax and arousal

"Did you..." Kaoruko started, her voice hesitant, her gaze fixed on the crumbling altar. She couldn't bring herself to look at Haruka. "Did you feel it too? That... hunger. In her eyes, at the end"

Haruka nodded, her throat tight. "It was... scary. Like a switch flipped. But she stopped. She protected us" She paused, then added, her voice barely audible "She called us her treasure"

Kaoruko's hands clenched into fists in her lap. "That's the problem, isn't it? She's not just a villain. She's... something else. Something that wants to have us. Not defeat us. Have us"

Haruka finally lifted her head, her eyes meeting Kaoruko's. Kaoruko in turn blushes but pushes through the feeling and forces herself to continue

"She wants us in a... More deeper way, even if it's a tad twisted" she then takes a deep breath, steadies herself and sits upright "yet she seems to understand her role. Whatever it is that will come to happen from here on out one thing is certain... We'll run into her again, we'll fight again, we'll probably lose again" Kaoruko's body shivers at what that 'defeat' under the villainess's hands would clearly imply, her heart in turn couldn't help but skip a beat "we need to be stronger... She wants us to be stronger"

Kaoruko then picks herself up, stands up and after a deep sigh extends her hand to Haruka

"Then let's be stronger, for us... For her" that last bit came out in a whisper but Haruka still heard it, despite her blush she nodded and took Kaoruko's hand

"Together" with her more cheerful attitude back. Haruka holds Kaoruko's hand a bit longer than she probably should have but Kaoruko wasn't complaining

Meanwhile with Baiser

Baiser comes out of the portal into a secluded dark alley, Venalita right behind her as the portal closed

"You had lots of fun I reckon, you messed them up good" Venalita says with a slightly teasing voice to Baiser. Baiser however is a little more preoccupied with something else

Looking at her reflection on a puddle Baiser notices how the count of stars on her cheeks had increased to eight, overlapping even more with one another and starting to get difficult to discern from one another

Then her transformation faded, Utena still stares at her reflection, fangs larger than she remembered and ears slightly more pointy than they used to be and a faint glow still remaining in her eyes

"Yeah... I did" she says looking at her hands, the hunger was gone now, she felt satisfied but... Something else remained. A pooling flow of mana she didn't understand what it meant plus...

Looking around she noticed how clear she could see despite the lack of any proper lighting, she could also feel as if she was being observed but looking around she couldn't see anyone nor tell where this sensation was coming from so she dropped it as her imagination playing tricks on her

From a rooftop a girl smiled down into the alley where Utena was, her ash blonde hair flowing with the wind, a transformation star being held in her hands

"Can't wait to meet you..."

Magia Baiser~