The Class Falls, Part 1.

The class had not been idle while Mr. Andrews was being transformed. All were naked and engaged in some type of sexual activity. All 3 demons smiled with Bethany cooing, "This is going to be so easy and sooooo much fun". Looking at Mr. Andrews, Allison asked, "what is your 1st name since we'll have had sex together and should be on a 1st name basis now that we are better aquated". It's Thomas", he said. Looking over the fornicating class, he spies the 2 TILFs' he wanted. Stepanie was being fucked royally by Brian and enjoying every second of it. Rebecca was 69'd with Sara both eating each other pussy like it was the finest tasting thing in the world. He waded into the mass of bodies reaching Stephanie and Brian, removing Brian with one arm and picking Stephanie with the other. His stare at Brian brooked no complaints. He then scooped Rebecca off Sara and headed for his desk. Reaching his desk, he sat down placing both girls on his desk. Sliding his chair back, he picked up Stepanie and aligned his 11" cock with her gushing pussy, and pulled her down filling her with one stroke. Stepanie let out a gasp of pleasure as her pussy was getting so filled even fuller than Brian. Thomas's cock felt so good inside her pussy stretching it out so wonderfully. She began to ride him grinding her hips to increase stimulation. He then picked up Rebecca holding her over his face and began to eat her out. Rebecca moaned in pleasure as his long serpentine tongue flicked spots not touched before in oral sex. When he flicked her G-spot, she stiffens and squirts a load of girl honey into his waiting mouth. "You taste delicious Rebecca", he said. "Thank you", she replied. "I like your new tongue, it stimulates my pussy so wonderfully", she coos. Thomas dives back in bring Rebecca to numerous orgasms. Stephanie riding Thomas's 11" cock was in heaven", no Hell", she thought quickly. "Heaven could never feel this good", she thought. Both girls were experiencing their 1st changes, lips, areola, nipples, and labia turning black, eyes becoming black orbs with red serpentine pupils, and ears thining out, and the tops becoming pointed.

After Rebecca's 1st orgasm, she could not orgasm again. Stephanie also was experiencing the inability to orgasm. Both girls were frantically trying to orgasm but couldn't. Screaming out in frustration. both wailed in frustration of being unable to orgasm. Thomas told them, to orgasm, you have to give me your souls". Both girls willing agreed. Their orgasms were the best either one had ever had washing over them like a tidal wave. With their orgasms, their souls were expelled from their bodies and were inhaled up by Thomas. Thomas let out a long sigh savoring the feeling of his taking of the 2 souls. There was no other pleasure that equaled the taking of a soul.

Both girls continued their transformation. Stephanie had DDDs while Rebecca had EEs. other than that, their changes were equal Both had 7' wings, 6' cocktail, hourglass figures, round,soft-toned derrieres, and crimson skin. Looking over their new bodies, Stephanie and Rebecca were shocked at the changes. "God, I've got the body of a porn star", purred Rebecca. "Yeah, my body is telling me I need to be filled with a nice big cock", cooed Stephanie. Seeing Danny's improved cock, Stephanie, hips swaying side to side walked over to Danny, "want to fuck a real slut Danny, well here I am", purred Stephanie. Before Danny could say a word, Stephanie mounted his 9" cock swallowing it in one downward stroke grinding her hips. "Oh Danny baby, you stretch out my pussy so wonderfully I want to feel this way forever", she purred. With the grinding of her hips and contractions of her vaginal walls, it wasn't long before Danny was moaning he couldn't cum. "Just give me your soul Danny and you can cum like I did when I gave up mine and got this hot, sexy body in return", cooed Stephanie. Danny quickly forfeited his soul quickly transforming into a 7' 4' incubus. "Looking good Danny", said Thomas. "Well ladies and gent, shall we get busy and share our blessing with the rest of the class", continued Thomas. The 4 succubi and 2 incubi with huge smiles on their faces walked towards their fornicating classmates.