Utena wondered if she could get away with taking off her pasties in public. She was a villain, and villains disobeyed the rules of society. She didn't have much in the way of breasts, but when she was playing with Tres Magia, her nipples were always unbearably hard underneath her clothes. She wanted to take them off and get them out. Maybe force Magi Magenta and the others to suck on them. She had two of them, and though the two of them combined weren't as sensitive as her clit, she was quite fond of her breasts. While she pondered these things, she didn't pay attention to where she was going, and bumped into someone from behind. Underneath the streetlight, which had turned into a spotlight for the two of them, she was confronted by the mysterious figure.
The woman was taller and older than her. She had dark skin and white hair, with a small pair of wings spreading from the sides of her head. Her outfit was similar to Utena's own, except it exposed even more. Her nipples were visible, the silver piercings on her hard tips shining underneath the spotlight and the moonlight hanging overhead. A much larger pair of wings sprouted from below, and her outfit hid nothing. Even her pussy was on full display. Utena was overcome with a need to perform a dogeza in front of her.
"I'm not worthy!" she said. "Are you one of Enormeeta's members?"
"That small-time gang?" asked the woman. "They're beneath our notice. You must be the new member they recruited recently. Magia Baiser. You've got a good style, but I think you'd be much better off working for Dark Mother."
"Da-dark Mother?" asked Utena.
"I'm Nailkaiser. A high ranking general in Dark Mother's forces. Tell me, Baiser. Have you ever seen one of these?" she asked.
The streetlight illuminated her brown, wet pussy. Clenching and unclenching her legs made her slit squelch with a wet sound. Something was emerging from it. Something like a long, brown snake with a head the same color as her dark red nipples. Nailkaiser seductively moaned as the large phallus emerged from her crotch. The last thing to appear with it was a pair of balls encased in a veiny scrotum. Nailkaiser grabbed her still wet cock, pulling back on the shaft and fully exposing her tip. Utena had read about these in her school textbooks, but she had never seen one in person. She couldn't even bring herself to say the name.
"That's a..."
"A penis," said Nailkaiser. "The long, throbbing organ of a male."
The closest Utena had come to one of these were the occasional tentacles in the monsters she created. The ends of the tentacles could look phallic, and they could shoot sticky white stuff, but they weren't cocks. Not even a toy was a cock. That was something attached to the human body, and the idea that something so masculine could be attached to a girl with the kind of body she admired took her by surprise. The glare of the streetlight cast the shadow of the cock across Utena's forehead. A drop of precum fell from the glans, landing on the bridge of her nose.
It had gotten on her face. She had no way of ignoring it. The smell was musky and salty. Utena thought she had no interest in them, but it was attached to a woman who was everything she aspired to be. Nailkaiser lowered her hips slightly, resting her hard, wet cock against Utena's face. She felt it now. The soft yet rigid texture, the blood pumping through the veins, the strong smell of her musk flooding her nostrils. Her tips were rock hard underneath her pasties. She wanted to rip them off and let her nipples breathe free like she had been itching to do. She couldn't back away now.
"I can give you a portion of the power that Phantom Lady gave to me," said Nailkaiser. "I've let her fuck me. I've drank her breast milk. I've debased myself to become her fucktoy all to get that power, and I can pass what she gave to me onto you. Think of it. Tres Magia wouldn't stand a chance against you if you had a dick like this."
"I don't have to have it on me all the time. I need to keep my identity a secret at school and..." Utena protested, trying to find a way out of it.
"You saw how mine appeared from my pussy," Nailkaiser said. "I can give you one like it."
Nailkaiser ran her slimy cock down Utena's face. A trail of precum and sweat ran down her face, until the glans touched Utena's lips. The taste was even stronger than the smell. There was semen in here. The stuff a man used to get a woman pregnant. Utena hated having it anywhere near her body, but her lips opened on their own. Nailkaiser's long, hard cock was pushed into her mouth. She felt the drops of precum coat her tongue and her cheeks, moving deeper until it was at her throat. The tables had been turned, and the girl who made magical girls fall to their knees had turned into a sex toy herself.
Her mouth was being used as an onahole for Nailkaiser's cock. She slid back and forth through her lips, covering it and sending the smell of her dick up her nostrils. Nailkaiser's balls bounced back and forth, becoming coated in the sticky juices leaking out of her pussy. Having new meat to use her own meat on was a refreshing change of pace. Nailkaiser placed her hand on Utena's head, shoving her cock further into the girl's small mouth. Utena rolled her tongue around the dick, trying to pleasure it in a way that would make things over for her quicker.
Saliva dripped out of Utena's mouth along with precum, rolling down her chin and landing on the ground below. Nailkaiser's nipples twitched on their own, shaking her piercings within. She had been looking for her archenemy, the one who repeatedly defied them, and was unable to locate her. Taking that frustration, sexual and otherwise, out on Utena was a spur of the moment decision, and one she was fine with. She thrust her hips back and forth. Her dick, now covered in a film of Utena's saliva, came out of her mouth before going back in, rougher and harder than before. Nailkaiser's cock throbbed with anticipation. She reached down and grabbed her balls, squeezing her testicles between her fingers and unleashing a wave of sperm.
Utena's mouth was filled with gooey cum. She wanted to spit it out, but Nailkaiser's thick brown cock was blocking her mouth. She reluctantly swallowed it, leaving the bitter aftertaste of semen in her mouth. It clung to her throat on the way down, making its way towards her stomach and down her throat with each loud gulp. She felt it behind her belly button. Her stomach was full of cum, each pump from Nailkaiser's cock sliding down her throat. She had tasted semen, she had swallowed it. There was no turning back from how far she had fallen.
Nailkaiser's semen landed in her belly. Choking it down wasn't enough to complete the transformation. Nailkaiser summoned a pair of handcuffs, similar to the kind Utena had used on Tres Magia herself. She trapped Utena around the streetlight, forcing her to spread her legs with no place to move. Despite the powerful ejaculation Nailkaiser had done inside her mouth, her cock hadn't lost any of its hardness. She approached Utena, grabbing the tip of her black star pasties, pinching them between her fingers. The adhesive came off, leaving a sticky residue as her pasty was dropped to the ground, revealing her rock hard pink nipple. The other pasty followed.
"What small, cute tits you have," said Nailkaiser, rubbing her finger against Utena's nipples. "There's so much potential in you. And look at how wet you are. This is going to be fun."
Nailkaiser's finger ran across Utena's clit and down her wet slit. She was sopping wet, a perfect target for Nailkaiser's cock. The glans squished into Utena's slit, and popped inside with a wet sound. Utena had broken her hymen long ago in her delusional sexual fantasies, but taking a cock for the first time was more intense than she expected. Nailkaiser's cock kept pushing deeper, going beyond the head and moving the shaft in. It slipped further inside, Utena's slimy love juice running down Nailkaiser's dick and onto her balls. It was a tight squeeze. Nailkaiser stopped when all of her cock had been sucked inside Utena, leaving her balls hanging out.
She wrapped her hands around Utena's waist, grabbing her ass cheeks in her hands. Nailkaiser slid one of her fingers around, dipping it inside Utena's ass crack. She circled her finger around the wrinkled hole. It was wet from her dripping pussy juice, making it an easy target. Nailkaiser's finger slipped inside Utena's butthole, making her moan. She was being attacked from both sides. Her face was flushed red and sweat was dripping down her body, everything visible underneath the shining streetlight.
The repeated, squelching thrusts of Nailkaiser's cock exploring her pussy echoed across the city streets. Having it done to her, after everything she had done to magical girls, was making her body tense up. Something this big and hard shouldn't be inside her. A cock shouldn't be this deep in her pussy. Yet when she looked up at Nailkaiser, and her pierced nipples, her lovely dark skin and her voluptuous figure, she stopped worrying. She wanted to let Nailkaiser ravish her. Nailkaiser pumped her cock in and out, moving it with rough thrusts. She knew Utena liked it rough. Her other hand touched Utena's chin.
"Shit, you're tight," she said. "A middle schooler's cunt feels so good squeezing around my cock."
"Take it out..." pleaded Utena.
"Not until you're one of us," said Nailkaiser. She shut up Utena by leaning down and planting a kiss on her lips. Her tongue went inside Utena's mouth. She could taste her own cum on Utena's tongue, small drops of it still remaining on her lips. Nailkaiser moved her hips, sliding them in and out of Utena's tight pussy with forceful pounding. Utena was being violated in the middle of the street, unable to stop the much more powerful evil woman from doing whatever she wanted to her.
Nailkaiser's cock in her pussy, and her finger in her butt, were overwhelming Utena's sense of shame. She'd lost most of it, but she wanted to be the one in control. Submitting to another villain from a different organization would get her kicked out of Enormeeta, she feared. She looked past her exposed tits at Nailkaiser's cock, sliding in and out of her and growing hotter, harder, throbbing in anticipation of climax. Nailkaiser broke away from Utena's lips, a trail of saliva splashing down onto her nipples.
She was going to cum. Nailkaiser popped her finger out of Utena's butt, and gave one final hard thrust with her brown cock. Her balls trembled, and unleashed a hot, creamy spurt of cum into the amateur villainess' pussy. Utena cried out in pain and pleasure as the warm, sticky semen surged into her body from below. She couldn't stop it. It was pumping into her womb. She feared that Nailkaiser might make her pregnant. She felt like she was going to pass out. Nailkaiser pulled her cock out when she had exhausted everything. There was a slight bloat in Utena's stomach, a sign of just how much cum Nailkaiser had pumped into her. The handcuffs were unlocked, and Utena fell to her knees on the ground.
White cum flowed out of her pussy, forming a puddle at her feet. Above Utena's clit, a cock and balls emerged from her pussy. They were out of proportion with the rest of her body. The power of Phantom Lady had blessed her with a generous endowment, one that was thick and veiny, with the head poking out of the foreskin. Utena felt a sharp surge in her libido. She stood up and touched her new cock in her hand, stroking it to get a feel for the new attachment. Blood pumped through it, and it became harder in her grip. Her cock twitched to life, standing fully erect. She felt like how a boy must have felt. It was so weird, but she wanted to explore more of it.
"I'm hard!" Utena said.
"Embrace that feeling," said Nailkaiser. "There's nothing better than having a hard cock, caught up in your lust. I don't want you to use that on Tres Magia just yet."
"I want to violate their pussies. Fuck their boobs. Make their assholes gape..." said Utena, her words slurring as she fantasized about all the things she could use her dick for.
"Don't get cocky," said Nailkaiser. "I'll show you how to use it. On my favorite target."
As a show of force, Tres Magia was captured by Dark Mother. They were held in a jail cell, waiting for their turn. Angel Blade didn't want to leave a fellow magical girl in danger, and came to the rescue. She bounded across the rooftops, clad in her armor that left everything naughty about her exposed. Her breasts, her ass, and most of all, her pussy. She rode along on her motorcycle, following the tral of sparkling magic that led to where Tres Magia had last been seen. She arrived at an office building downtown, where Nailkaiser and Magia Baiser had set a trap for her in the lobby.
"Stand down! Angel Blade has arrived!" she said, striking a pose with her sword.
The floor beneath her opened up to reveal a writhing mass of living ropes. It was a monster that Utena had created with her crop, designed to trap Angel Blade. It wrapped around her feet, spreading her legs open, and bound her arms. Angel Blade's sword dropped to the ground. Nailkaiser and Magia Baiser walked towards her. Their pussies made a wet, squelching sound, and their cocks grew in instantly. Nailkaiser was feeling especially bold, and had sprouted two cocks from her crotch. Utena gasped in shock. She wondered if she could do that.
"Only those who are close to Phantom Lady can produce such magnificence," said Nailkaiser. "You can make do with one."
"Look at those uselessly big tits," said Utena. "Someone's in need of punishment."
Angel Blade was suspended from the black ropes, with her body at crotch level. Utena held her crop in one hand, using the other one to stroke her hard cock. With some help from Nailkaiser, she had already ejaculated several times with her cock. It had better stamina and hardness than a man's, and each time she came, it felt so good. The spurt of semen and the squirting of her pussy at the same time took her to new heights of pleasure that her previously female-only self was incapable of reaching. She had gotten addicted to playing with her cock, and now she wanted to use it on someone else.
"Let me go!" Angel Blade said.
"Can't do that," said Utena. "Magia Baiser has been ordered to deal with you! Take this!" She smacked Angel Blade's breast with her cock. Her member's hardness was enough to leave a red mark behind on Angel Blade's bouncy yet firm breasts. Utena smacked her tits again, swinging her cock from side to side. She made her breasts clap into each other, and continued to leave red marks on the sides of her breasts. Utena pulled away after she had beaten Angel Blade a few times, and poked her cockhead into Angel Blade's exposed nipples, making them sink into her breasts.
"Why are you so big? It's not fair," Utena said. She had stopped wearing her pasties after she joined Dark Mother. None of their generals wore them, and Utena had gotten used to having her nipples exposed. "Repent with your tits!"
Nailkaiser was teasing Angel Blade in a similar manner from behind. She used her long, slimy cocks to smack Angel Blade across the ass. Two bigger, thicker dicks hit much harder than Utena's single dick. It was like being hit with a whip. One hard smack came first, and then the other. Blade's ass cheeks turned bright red, stinging from the sheer impact of Nailkaiser's cocks beating against her. The thrill of smacking her archenemy on the ass made her precum dribble out, sliding down Blade's butt and making her red marks sting.
The repeated beatings of her tits and ass left Blade dripping. Her pussy juice fell from her exposed slit, mixing with her beads of sweat. It fed the ropes that Utena had conjured. The ropes fed off the juices of a young woman. Blade was producing those in great number, keeping her bound by the ropes. Utena held Blade's bosom in her hands, pressing her fat breasts around her cock. Utena thrust her hips upward. The softness of Angel Blade's breasts was even better than Magia Azul. Utena looked down at Blade's nipple, hard and twitching and covered in her precum. She wanted to make her squirm more under the power of her cock.
"That's enough foreplay," said Nailkaiser. "I want to fuck her. Baiser, you can use her mouth. You should save your cock's first time in a pussy for those three."
"Yes, Nailkaiser," said Utena. She thrust her cockhead up through Blade's breasts, bringing the musky tip close to her mouth. Blade sniffed it. The scent of Utena's dick was different from Nailkaiser or the other monsters she had been fucked by before. It was a younger, more innocent smell, but not so innocent that it wasn't going to rape her mouth. Utena shoved her cock inside Blade's mouth to shut her up, sliding past her breasts and sticking her tip in. The foreskin was unpeeled inside Blade's lips, hitting her cockhead with the warmth of her mouth.
Nailkaiser spread open Blade's crotch. She lined up her two dicks with each of her waiting holes. Her main cock went inside Blade's pussy, while her other one wormed its way inside Blade's asshole. Having two cocks to feel the tightness and different texture of each of Blade's holes was a gift from Phantom Lady. Nailkaiser thrust her cocks in and out at the same time. The wet squelch of Blade's pussy, and the tight, wet sounds of her butthole overlapped as Nailkaiser thrust through both holes at the same time. Blade rocked back and forth, taking Utena's dick in her mouth on the other end.
"Such a naughty magical girl, going around without clothes on," Utena said. "That's what a villain is supposed to do. You should learn your lesson by choking on my cock!" She thrust her dick in even further, until she was deepthroating Blade. Blade's eyes were partly obscured by her visor, but she could see tears welling up in them. Utena was as sadistic as any of the members of Dark Mother, going for Blade's throat with gusto.
Nailkaiser's twin cocks were ravishing her holes. Her cockhead rubbed against the inside of her bowels and pushed through her vaginal folds, rushing to fill her womb up with the cum she had been saving just for her favorite person. Nailkaiser watched Blade, suspended in midair, her ass spanked red from her cocks, and grabbed onto one of her nipples. She played with her breasts, and her pussy started to leak down her legs. The sticky love juices rolled down her brown thighs. Nailkaiser knew Utena was feeling the same. Her pussy was leaking like a fountain, creating a shimmering puddle beneath her from sheer arousal.
Blade could say nothing. Her words were muffled by cock, and her holes were plugged full. Every part of her was drowning in the feel of cocks, being assaulted from every angle. The pain that had been there at the start was being replaced by pleasure, turning her body numb and driving it mad with lust. Was there a part of her that really was a slut? That wanted to get penetrated by Nailkaiser's dick? She had dreamed about it, and she wondered if it was her inner desires. She fought naked because she sought this out. She didn't care who Baiser was, but a part of her didn't want Nailkaiser to pull out.
Utena was at her limit. Watching Blade try to break free from her ropes was turning her on, and she was still learning how to control her cock. She shoved her dick inside Blade's mouth until it was balls-deep. Utena busted inside Blade's mouth, filling her cheeks with more cum than Blade could possibly swallow. Blade choked some of it down. It clung to her throat, leaving a weird aftertaste behind as it made its way to her stomach. Utena let her half-hard cock drop out of Blade's mouth. She lifted her ball sack. Her pussy was going to cum, too.
Blade's visor couldn't entirely protect her from Utena's powerful squirt. It gushed out from her pussy, the upper arc of the squirt soaking her balls before the rest of it splashed against Blade's face. It landed in her mouth and dripped down her chin onto her breasts. The taste was milder than her cum, yet still left Blade coughing. She only had a few moments to recover before Nailkaiser thrust her dicks into her holes one more time, giving her a helping of her own semen.
Thick, twin jets of spunk filled up Blade's pussy and ass. Her womb was filled with so much cum that her stomach puffed out. It surged through her bowels, joining the cum from Utena's dick that had just made its way into her stomach. Blade opened her mouth, and coughed out the cum from Nailkaiser that had traveled through her asshole all the way back up to her mouth. A warm mixture of Nailkaiser's and her own cum flew out of Blade's mouth, landing on Utena's dick and making it stand straight up.
Utena let the ropes down. Blade collapsed to the floor on all fours. Her holes were leaking cum. She squirted onto the floor, moaning like an animal in heat. She wasn't able to stop herself from squirting. Her clit was shamefully hard and her pussy was wet, leaving her in a state of low-level pleasure. She wasn't going to stop until she had squirted out everything she could. Nailkaiser caressed Blade's stomach, feeling the generous amount of cum she had deposited inside her womb. With Utena's help, she had gotten her enemy under her control.
"There, Blade. We're going to have a lot more fun," said Nailkaiser. "You can tend to those three."
"I can't wait," said Utena.
She marched towards the jail cells in Dark Mother's fortress. Her cock bounced with each step. She arrived at the jail cell where Tres Magia was being held, their outfits torn and their nipples exposed. She greeted them with her cock. "I have a new toy for you to play with," Utena said. "Now the real fun can begin."