Her attackers are cruelly transformed

Despite the group of five armed soldiers approaching her in the memory, Mistress didn't seem at all afraid. She stood there tall and still in the circle of torches, like not one of them could hurt her. Marcus stared anxiously into the crystal-clear water. He didn't doubt that was true, how could a man with a sword even touch someone like her? Instead, he was wondering just what she would do with them as **** for challenging her.

"It's over, witch!" The young man leading the soldiers snarled. Underneath his helmet, he was dark-haired and handsome and he carried a large greatsword in both mailed hands. He must have been really strong to even lift that thing, not that it was going to do him much good. Behind him, his four soldiers spread out into a crescent at his back, their own weapons held at the ready. "You've terrorized my Father's lands and poisoned his mind for far too long, but it ends tonight!"

"And how do you suppose that will happen, my dear prince?" Mistress replied, her ruby-red lips curling into a thin smile. Marcus gasped in shock. Another prince, only this one was nothing like him! Instead, the young man was brave and strong and tough, but quite stupid clearly, since he was trying to challenge Mistress with just that big sword. He obviously wasn't smart enough to know about magic like Marcus did! The thought made the young prince smile, and suddenly he was looking forward to just what his goddess would do to this dumb warrior.

"With my sword through your heart." The prince snarled, raising his sword high above his head in a neat two-handed grip. "Your black magic is nothing but a lie and we've trapped you here away from any aid. You can't stop us all. Charge!" He sprinted forward, followed moments later by the rest of his men. Mistress made no move to escape, she just smiled at the advancing soldiers. In an instant, they all just froze mid-step, every one of them locked in place like they'd been held there by invisible ropes. The prince still seemed able to move his face, as his eyes went wide with confusion and his jaw tensed as he strained to move, but his legs and arms didn't even twitch, that massive sword held useless and still above his head.

"Do you want to know the first mistake you made?" Mistress stepped forward, her bare feet not making a sound on the stone dungeon floor. "There were so very many, but it all goes back to one thing." She paused in front of the frozen prince. With one swing of that massive sword he could have cut her in two, and his face tensed with determination to do just that, but no matter how much he strained his arms just didn't move. As if to mock him even more, Mistress reached up her hand towards the hovering blade. She ran a finger lightly along the flat side, and just like that, the polished steel crumbled away to dust. The prince's eyes went wide with horror as his weapon disintegrated in his hands. "You lack the wit to see beyond the obvious to the deception that lurks beneath." She purred, her hand darting down to press against his breastplate. With that light touch, his plate armor crumbled too, falling from his body in rusted fragments, leaving him standing there in nothing but a padded tunic. "When I presented myself to your ailing Father, you believed me just another charlatan preying on his addled mind. Your insolence insulted me. Even when I cured his sickness where all others had failed, you still thought it merely the work of the herbs and potions I dangled in front of your face, like I was some crude and powerless peddler of remedies. It took you months to even realize I held him in my thrall, using him as a puppet to harvest materials for my experiments. Your dungeons and the many prisoners he stored here under my direction have been most useful to my work, but I think it is time I move on. Without my magic to sustain his ravaged body, your Father will be dead within the week. I want you to know that, you silly, brave fool."

"No!" The prince snarled. His gaze burned with helpless rage, his jaw clenched tight enough the muscles stood out against his neck and cheeks.

"Ah, that beautiful, sweet anguish." Mistress sighed, a hungry glint in her purple eyes. "You think if you can just fight a little harder, you can break through and kill me with your bare hands. It's impossible, I'm afraid. All that brute strength, all those years of training, rendered utterly helpless in the face of true power. There's a lesson here perhaps, but I'm afraid you soon will lack the wit to even understand it."

"What?" The prince gasped.

"That's right." Mistress nodded. "I think you and all your brave men will serve as a suitable final demonstration of the success of my experiments. I'm going to make you watch as I ruin each and every one of them, body and mind, and then I'll do the same to you. But unlike your men, I'll leave a sliver of you intact, trapped and helpless, just enough to scream silently from within and regret the foolish choice you made to challenge me." The prince opened his mouth to speak, but this time nothing emerged, like his voice had been stolen from him. Watching all this through the water, Marcus shivered as he remembered Mistress doing the same to him. "Too late for begging now." His goddess purred in the memory. "Now, what shall I do to your brave men?"

Truly horrible things it turned out. The young prince stared in shock, unable to even look away, as Mistress went from soldier to soldier. She'd stare at them a moment, and then suddenly the armor and clothing would drop from their bodies, leaving them standing there naked and helpless. Then, without even the slightest hint of strain from her, they'd twist and shift into something horrible. One man became a mass of writhing tentacles, each bulbous tendril ending in a drooling cock-shaped head. One some kind of huge, hulking furry creature twice the size he'd once been, his dick and balls swelling to gigantic proportions, hanging there menacingly between his hairy thighs. Despite it's bestial appearance, the thing stood there meekly as Mistress moved on, massive jaws lowered in submission. On and on it went, all four of the men transformed into some different horrendous monster. The only thing they shared made Marcus blush when he realized it. Every one had some kind of huge, drooling cock attached to them. His gaze flickered over dick-shaped tentacles and thick, stiff cocks. Why was Mistress doing this, he wondered, staring in shy confusion and more than a little interest. Was she going to use these beasts to satisfy herself? That didn't seem right, not for her.

At long last, his goddess returned to the frozen prince. His face was now a mask of horror and anguish. He'd had to watch all four of his loyal soldiers twisted into these monsters, knowing that the same would soon await him. Staring into his frightened eyes through the water, Marcus felt a flicker of sharp sympathy. He wondered how Mistress could be so cruel, even if this young man had been stupid enough to challenge her. She should have just punished him first, so at least he didn't have to watch. This felt a little wrong, but he tried to tell himself that it was his goddess doing this, so it didn't matter. She must have some reason for being so awful, right?

"Now you understand your folly, too late, I'm afraid." Mistress purred, leaning forward to study the prince's horrified face with smirking amusement. "You think the same fate will await you, but I have something rather different planned. Such a handsome boy, so strong and brave, but not for much longer." The robe fell from the prince's body, leaving him naked in front of her, his body bulging with toned muscle. "Right now, I'm afraid all of your men are absolutely insane with desire to thrust their new appendages into supple female flesh and stuff their helpless squealing victim full of seed. The only thing holding them back from turning on each other is the control I exert over their tiny male brains. But were I to offer them a victim, now wouldn't that be a fun show to watch?" The prince's eyes went even wider. Her control on him must have eased a little, because he managed to desperately shake his head. "What's wrong?" Mistress purred, like a hungry cat toying with her prey. "Just moments ago you were willing to sacrifice anything for your men. Now you won't even ease their hunger? They're so very **** I think they'd even be satisfied with you as you are, but with just two holes you wouldn't be much good to them for very long. You'd be all broken after just an hour or so. No, we need to make some changes, I'm afraid."

Marcus let out a little gasp of shock, finally realizing just what his goddess meant to do in the memory. Sure enough, he watched in a mixture of horror and fascination as the handsome prince lost about a third of his height in just moments, his bulging muscles vanishing to leave his skin silky-smooth and soft. Where his broad chest had showed off toned pecs, now a pair of pale boobs sprouted instead, swelling up to two massive mounds of tight, quivering flesh in just moments. As he still stood there frozen stiff, his shoulders and waist shrank in, and his hips widened, leaving him with a perfectly feminine hourglass figure. Even his once-muscly butt grew into two smooth, round cheeks, plump and jiggling. His dick was the last thing to go. Just like any man would have, Marcus winced with a kind of sickly sympathy as he watched the poor prince's cock and balls suck back into his pelvis. They were gone in barely an instant, replaced by a perfect, pink pussy, all plump and glistening wet.

"There we are!" Mistress nodded, smirking with satisfaction. "Now your body is ready to satisfy your men. I've even made sure all your holes are nice and stretchy so you won't die when the bigger boys have a turn, and you'll find yourself achingly sensitive and responsive to cock as well. As for what happens when they cum inside you, that can be a nice surprise. I'll leave your mind entirely intact for a while, just long enough for you to fully appreciate what's being done to you. Maybe once everyone's had a turn on each of your holes, I'll turn you into a drooling slut who loves every moment, but for now, it's only your body that will enjoy this." She stepped back, and suddenly waiting for her at the center of the ring of torches there was a comfy-looking lounge chair. Smoothing down her dress, she sat on top of the velvet, leaning forward to gaze at her newly transformed victims. The prince's eyes, ringed by girly lashes, were welling up with tears, and he was breathing hard, his fat, new boobs quivering on his chest. Mistress raised her hand, pressing her thumb and middle-finger together and holding them up in front of the transformed girl. Marcus had his heart in his mouth, his stomach twisting with disgust. He didn't want to watch this, but he couldn't look away.

Just like that, Mistress clicked her fingers, the sharp noise ringing out from the still water. In an instant, every one of the beasts stirred, growling and snarling at each other, beady yellow eyes filled with dull rage. They didn't even seem to notice Mistress sitting there, instead each of them slowly turned on the prince, those with noses sniffing the air with grunting, panting noises. He'd moved as well, but only managed to collapse helplessly onto the stone floor, his soft, female legs quivering too much for him to even move.

It was the furry beast who reached him first, that massive body leaping on top of him with a single bound. It slammed him back into the ground with one huge hand, pinning him down. That massive cock, like a pillar of thick, throbbing flesh between it's legs, slapped against the prince's belly, drooling pre-cum onto his female flesh. He opened his mouth to scream, his eyes filled with utter horror, but just then the beast drew back and in one savage thrust, buried that massive cock to the hilt in his new pussy. The prince still screamed, his shrill, female voice echoing off the walls of the dungeon, but the trembling horror in that sound was mixed with something even more terrifying. A gasping, moaning hunger as the beast slammed into him again and again, pounding his wriggling body into the stone floor. He almost sounded like he was enjoying it, and all the more horrified because of that. By now, one of the other monsters had pounced as well, a snake-like thing with two swollen dicks protruding from its scaled abdomen. As his lips dangled open to scream again, the creature struck, wrapping it's tail round his neck and shoulders and driving both stiff cocks into his waiting mouth. That shrill shriek died in a muffled gurgling as the snake writhed back and forth, sliding it's sheathed cocks in and out, stuffing and stretching the prince's mouth full.

The tentacle thing was hungry too, gliding forward over the dungeon floor and leaving a trail of slime in its wake. The monsters didn't fight each other, instead they seemed entirely focused on getting as much pleasure out of the wriggling, shrieking prince as possible. Instead of grabbing the snake or furry thing, the tentacle creature slid several of it's drooling dicks over the thrashing prince. Two slipped between his massive tits, thrusting up and down between those quivering mounds. Another snaked down under the thrusting cock of the furry beast, past the massive bulge it was making in the prince's belly each time it was thrust inside. The tentacle wrapped around his leg, then curled up to slip between the plump cheeks of his jiggling butt. Marcus winced in sympathy as that drooling tip twisted it's way into his waiting hole. Mistress had done the same to him not long ago, and he'd somehow managed to enjoy it, but not with all these other monsters **** him!

The last creature closed in, a slumped-over crawling thing with way too many legs and eyes. Underneath it's black, slimy body, another drooling cock waited menacingly. With nowhere else to go, it scuttled round to his other side and started sliding that horrid thing over the prince's belly, thrusting wildly against his skin and leaving trails of slimy pre-cum. Buried underneath the serpent's thrusting body, the prince's face was a slack mixture of horror, despair and unwilling pleasure, his pale cheeks flushed and his eyes alight each time one of the creatures thrust viciously inside him. He twitched and thrashed underneath the pile of bestial bodies, a helpless victim utterly unable to stop his total violation.

"I think you get the idea." Mistress purred from beside Marcus, her voice thick with sweet satisfaction. She lowered her hand and just like that the water was clear again, and all he could see inside was the silvery surface of the bowl underneath. Marcus shivered, finding part of him had wanted to keep watching just to see what happened, while the rest recoiled in horror at the thought. "I hope that was an interesting demonstration of the powerful potential of transformation magic when correctly used as a tool against the ungifted." The young prince blinked blearily as she spoke, feeling a little dazed. He could hardly believe what he'd just seen. That had all been real too...there was no question in his mind. The sheer ease with which Mistress had utterly twisted the bodies of the soldiers, and somehow even more shocking, how she'd turned that handsome prince into a girl without a hint of effort! It was just amazing to watch, and part of him longed to learn even more magic so he could do the same. Not such mean, nasty things of course, but to play around and have fun, do what he wanted! No-one would laugh at him, or be mean to him, or try to stop him doing the things he liked if he could turn them into a pony with just a look! Then he could ride them around the castle until they learnt their lesson!

At the same time though, he couldn't shake the lingering horror he'd felt from the memory Mistress had been generous enough to show him. Just thinking about the look on the prince's face as he was transformed into a busty woman and then tossed to those monsters to be **** made his skin crawl. He raised his head, staring across at his goddess as she set the bowl of water down to one side. Why had she been so very cruel? If she needed to punish them for fighting her, surely there was a nicer way for her to do it? She could do anything at all with her magic, so why did she take such pleasure in being mean and horrible to people?

"I sense you have questions, apprentice." She turned to him and lent forward on the throne, gazing at him with those gorgeous purple eyes that made it so very hard to think.