Ursula waited in the depth's of her cave. hiding in the dark, alone. As she watched the Little Mermaid marry Prince Eric, the man she so desperately wanted. There was joy and happiness throughout the sea, All Ursula could do was sit alone and wait. She sulked in the darkness, skillfully she sucked down worm after worm, the only thing feeding her pain. What could she do? The little brat had won. Or, had she? Just then Ursula hatched a plan… "I know what to do, FLOTSAM JETSUM"! Ursula cried. "Go to the surface and keep and eye on that prince, I'm sure we'll find a way to change the recent events to our favor". The eel's did as they were told. They made their way to the surface, right next to Eric's castle where Ursula could keep a close watch on her prince. Not only did she enjoy watching the prince but she longed for him. When she had been Vanessa the prince had made her feel incredible in bed, better than any man or woman before. Ursula wanted that pleasure again and it would only make it sweeter that it would also hurt Ariel. Many years past since she sent her pets up to the surface but Ursula stayed devoted to her prince, she knew it would only be a matter of time before he was her's forever.

One day, a beautiful baby girl was born to the royal couple. Ursula was devastated. She thought her dreams of seducing her prince were over. She told her pets to stay there, just in case something changed. How right she was to do that. Only months after Melody had been born, Eric and Ariel stopped having sex. Eric fell into a massive depression. He was married to a beautiful girl who loved him, yet he felt nothing for her anymore. He knew he couldn't divorce her, the kingdom loved Ariel. She also knew King Triton would have his head on a stick if he did. So, Eric passed the time looking out to the ocean. Would he ever find happiness again? Would Eric ever be sexually satisfied?

One clear night, Eric was out on his balcony, alone. He was staring, as he did every night, wishing for something, someone to free him from his prison. Suddenly, a dark fog rolled onto the shore. Eric squinted and all he could see in the distance was a faint yellow glow. As the glow got closer, Eric knew what it was. It was her, Ursula. The woman who had tried to ruin his entire life. What did she want? "Ursula, why have you come here"? Eric shouted. "My prince, you will be mine… That I will make sure of, you will not be able to resist me. You will be under my ultimate spell." Ursula lustfully said. Then Eric watched in horror as Ursula's tentacles surrounded him. "I dare you my prince, tell me you don't want that". With that Ursula grabbed Eric and sank into the depth's of the ocean.

"Ursula, why are you doing this? Take me home". Eric struggled, but Ursula's grip was too tight. "Because Eric, that little mermaid never deserved you… I can't believe I ever gave her the chance to have you"! "What do you mean Ursula"? Ursula looked puzzled. "What do you mean Eric? You do know she's a mermaid don't you"? "I knew that Ursula, but why do you want me"? "Because Eric, ever since that day on the ship, I've been killing myself for letting her win, you are the sexiest, most amazing man I've ever laid eyes on. I need to have you all to myself. My pets have been keeping a watchful eye on you Eric. Seeing you pull the rigging on your ship, your white shirt clinging to every muscle in your body, the sea water helping it cling to your chest…. It turns me on". Eric stood in awe, he had never looked at Ursula as anything but a monster, but now, now he felt something. Pure lust. "What Eric? Nothing to say"? Ursula Snapped! Eric broke his gaze, "Ursula, take me back right now…while I do think your luscious body is attractive I can't do this to Ariel"!

"Oh please Eric, you want me more than you are letting on. Can Ariel please you? Does she get your cock hard? I suspect not… I know for a fact that she doesn't have tits or and ass like I do, and, looking deep into your eyes, I can see what you truly desire". Ursula's eyes were blowing flames into Eric's. The two stood and starred at each other, neither one taking their eyes away. "Well Eric"? Ursula asked. When Eric still didn't answer, Ursula broke her gaze. "Hmmmm, seems to me that you don't know what you want Eric. I must say, I'm a little disappointed". "You're right Ursula she doesn't have the tits or ass that you do. Or that seductive smile, but she's my wife"! "Do you love her Eric, truly love her"? Eric's heart sank, "No, I don't". Eric said finally realizing his passion for Ariel was gone. "Then, why resist me? Why can't you see that I will take care of you. I will forever meet all your needs my prince. Your cock will never be limp, not when you're with me". Ursula grinned. "Ursula….. I can't do that to my wife". "Oh my Eric, you are going to make this difficult aren't you? Why stay in a sexless marriage Eric? I know you to haven't fucked since Melody was born". Eric was stunned. "How did you know?!" "Eric, I know all…. I told you, my pets have had a watchful eye on you"…

Eric was shaken. Ursula seemed to know his every desire. "Well my prince, are you going to stay in your sexless marriage? Or, stay with me where you will want for nothing. And, I mean nothing Eric". Eric pondered Ursula's proposition for a moment. "Ursula, please, don't make me beg, I need to get back to Ariel". Ursula's eyes grew wide, "I'm done playing games Eric"! With that Ursula pulled down her top, exposing her huge tits. She pulled Eric into her chest and made him motor boat her. Eric was gasping for air, and yet, in some way, he liked it. He stuck his tongue out tasting the salty skin of the Sea Witch that had captivated his body and soul. Ursula moaned knowing Eric's will was close to being broken. She would be his. After the first taste, Eric knew what had to be done to make his decision. He grabbed Ursula's massive ass, squeezed tightly digging his nails into it and then Eric lifted his hand in the air and slapped it down hard on Ursula's ass cheeks, leaving a red mark on her purple skin. This turned Ursula on more than anything else and she was sure Eric would give in. "I see my prince, now I know you want to explore all of my body". Ursula's tentacles surrounded Eric, pulling him into her, she pressed her lips hard against Eric's, his tongue invaded her mouth, massaging hers with his. "Well, now Eric, what is your choice?" Ursula said while playing with Eric's hair. "Ursula, I can't believe I'm about to say this, but, I think the only way I'm going to figure this whole thing out is if you let me fuck you".

Ursula raised one eyebrow, "Well then my prince, come with me to my bed". "Yes Ursula". Eric followed Ursula into the dark room that contained nothing but a clam bed. She pushed him down on it with her tentacles, slowly she undid the buttons on Eric's shit, exposing the hairy chest she had longed for. "Oh my Eric, you have such a sexy body". "My queen, please, let me fuck you". Eric begged but Ursula wanted to enjoy this. "All in good time Eric, all in good time". Ursula undid the red sash that help his pants up. and slowly undid the button and zipper on his pants. She pulled them off in one swift movement. As soon as they were off, she saw that he was already hard. His cock was massive and everything she had been dreaming of. She devoured his cock into her mouth taking the whole length down her throat. She gagged on it, tears streaming down her face. "Oh Ursula! That feels amazing"! Eric cried out running his fingers thru his hair. "My prince, I've wanted to do this for so long, you taste so good". Ursula continued to work his cock, bobbing her head up and down, her tongue meeting his balls with every stroke.

After ten minutes of this, Eric couldn't take anymore, he pushed Ursula off of him and threw her down onto the bed, with one swift motion, his cock was suddenly deep inside her wet cunt. He began pounding into her, Ursula's ink spraying all over his thick cock. "Oh my Eric! This is all I've dreamt about for years, feeling you deep inside me again. I love feeling your big dick inside of me". "Oh my queen, I've needed this Finally I can fuck a real woman again". Eric continued to pound Ursula, every inch of him was inside of her. Before he knew it, he was going to cum. "Ursula, fuck! I'm going to cum soon"! "Don't you dare cum yet Eric, I want to taste ALL of you". Ursula climbed off his cock and with that she had her mouth on his cock again, sucking in deep. wrapping a tentacle around the base of his shaft she was stroking as she sucked. without warning Eric erupted! A huge load of hot sticky cum made its way into Ursula's mouth.

"Mmmmmm Eric, you taste so good, I'm so glad you gave into me". Eric looked at Ursula. "Iv'e made my decision. I want you to take me back to the surface". Ursula looked at Eric, devastated. "I want to say goodbye to Ariel, I'm coming to say with you to serve you my beautiful Sea Queen". "Ursula's face went from devastation to pure joy, She knew it was only going to be a matter of time. She knew that Eric would give into her seduction. She had finally won. That little mermaid was going to be alone, and Ursula was going to have the sexy prince she had longed for.