(warning, NSFW material at the end.)

School, how utterly mundane it seemed after yesterday. Utena looked down the flower bed as she passed a watering can over the plants. The gardening club was the only club she was a part of and frankly she was the only member that actually did anything. As a result she was the only one that ever got up early to come to school and water the flowers or pluck weeds. That was fine in her honest opinion. She never felt very comfortable around other people. Being in class with everyone was bad enough.

As she watered the pink, yellow, blue, and purple flowers she ruminated on what had happened the day before and that her dream had in fact not been a dream. She was having second thoughts about earlier that morning and how she wanted to continue being a villain for the Tres Magia. She thought about yesterday and what she had done to those girls. It was so strange and embarrassing. She felt equal parts shame and excitement. Frankly it was overwhelming and she had thought about just staying home and hiding under her blankets all day.

Utena sighed. 'Yesterday was a disaster... How could I have done all that... I can't believe I got so wrapped up in everything, did my brain just turn off?' Her thoughts fell on the video from this morning. Seeing herself sexually assault the Tres Magia was too much in so many ways, several of which she didn't understand. The spanking, the kissing, the groping, the tentacles. 'Why me? I'm just a regular old magical girl fan... I don't want to hurt them, I adore Tres Magia... It was kind of fun.' And so she sulked alone with her flowers. At least she was alone until someone else noticed her.

A peppy voice called out to her from a few feet away. A voice full of youth and excitement. "Good morning Utena!"

"Waahhh!" The gloomy girl flinched and let out a shriek before shaking and turning to see who was behind her. "Who... Who is..." A girl with pink hair and a face and disposition that screamed "childhood friend" was there.

"You're... Haruka Hanabishi?" She questioned, not one hundred percent sure about the name.

The girl seemed to catch on that she had startled the other girl and had the decency to look embarrassed. She smiled and scratched her head. "Ehehe... Sorry about that, did I scare you?"

"It's okay... I didn't know you knew my name."

"Huh? Well yeah, of course I know it! We are classmates. I sit right next to you."

"O-Oh, yeah, I guess you do."

Haruka looked down at the flowers and smiled. The flowers were obviously well taken care of and looked very happy. "You're such a nice person Utena. You're always coming in early to watch the flowers! Thanks for doing this, I'm sure the flowers are really grateful too!"

Utena crouched down to look at the flowers, she couldn't help but think about the giant flower demon she had made yesterday. She slumped, and put her hands on her head, just wanting to disappear. 'I don't deserve to be thanked by them, not after that!'

Haruka saw the other girl fall into sadness in front of her and the empathetic girl reached out to help. "Hey are you okay? What's wrong?" She crouched down next to Utena and quickly realized her mistake. Pain shot up from her rear end and made her flinch. "Aaakk." She quickly stood and gently rubbed at her throbbing ass. It had been an ordeal to get her panties on this morning thanks to the whipping she had received the day before from that terrible villain. Sitting down for dinner had been a bad time, and she had had to sleep on her side all night. Her butt still hurt from it.

The suddenness of her movement even got Utena's attention. "Huh? Haruka?"

"I'm fine, d-don't worry about me. Sorry Utena, I have to head to class!" Haruka said before hurrying off, though there was something stiff about the way she was walking.

"Maybe she pulled a muscle?" Utena looked back down at the flowers and went back to watering them, she still had a few minutes to spare. 'Maybe I should go water the flowers at the park later to apologize...'

Blessedly normal school. School had gone as it always had. Go to class, have lunch, go back to class. It was the last period before school would be out, and while Utena didn't like math, it was a welcome respite to the sudden craziness of her life and she happily used that to try and distract herself from the memories of yesterday. Utena tended to drift off and start doodling in her notebook when she got bored at school. As usual it was yet another doodle of the Tres Magia, this time however there was a fourth character with them, one with horns and a tail that had Magenta bent over her knees and getting spanked.

She looked up at the clock. 'Only another forty minutes to go.' She let out a yawn. She had been tired all day and chalked it up to what she got up to yesterday. Looking back on it she had been toying with the magical girls for hours. 'How did I even manage to go that long? I guess magical girls get extra endurance when they transform?'

As she looked down she saw the three girls sitting to her right all flinching before their hands shot up and called in unison. "Teacher! I need to go to the bathroom."

"All three of you?" The teacher signed and shook her head before simply brushing it off and waving her hand for them to go.

Utena watched Haruka as she got up and all but sprinted off with the other two. Months ago this would have surprised her, but this had become a regular occurrence for these three. She chalked it up to them being such close friends and were so in sync that their bladders went off at the same time. Sometimes they came back, but others they were gone for ages. Their grades never seemed to slip so the teacher had given up on questioning it.

The next time she looked up the bell was ringing to signal the end of the school day. This apparently was one of those times where they didn't come back. "Was it just to get out of school early?' Those three never seemed to be the types to skip out but then again this does happen every so often.

As she was getting her bag together Utena pulled out her phone and her eyes bugged out at the sight of it. Her phone had hundreds of messages on her private messaging app. 'What the hell, I only have my family here. What happened?! Did the house burn down?!' She hurried to open it and see what disaster had occurred only to find that the messages were all from Venalita. She also saw that the background for their conversation was a picture of her just after she had transformed. 'When did she, it...? When did we exchange numbers?! God that really is a skimpy outfit...'' Utena scrolls through the messages for a couple of minutes before just skipping right to the bottom.

["Utena please answer"]

["The demon cant hold out forever."]

["Get over here."]

["I need you over here now."]

["Don't you want to play with Tres Magia, i'm sure they miss you."]

["If you didn't know, you have the ability to fly when you transform."]

The aspiring villainess looks out the window before getting her things and leaving the classroom. For a moment she considers just going home. But as she looks at her phone messages she can't help but think about how much fun yesterday was.

["You can give them a good fight again I'm sure!"]

["All you have to do is hold onto that star I gave you and say "Trans Magia". Then you will transform."]

'Giving them a good fight would be nice... It's not like I want to do anything weird... I'm just going to fight them, not going to do anything weird like spanking them...'

["If you get this, come to this location as soon as you can."]

Utena watched as a GPS map popped up in the chat showing wherever Venalita was. She sighed and headed up to the stairs. School was over and everyone was either leaving or going to their clubs. The roof SHOULD be safe to try transforming, even so, she looked all around her constantly as she made her way up. She snuck around corners and peered up and down the stairs. Anyone who watched her would think she was up to something, but it was not a thought that she considered at the time.

As soon as Utena got to the roof she slipped around to the side. She looked around once more to check if the coast was clear before reaching into her pocket and taking out the gold star Venalita gave her. She stared at it sitting in her hand. It was so weird to see it, to have something like this. This one little trinket let her turn into a dark magical girl.

It will be her second ever fight against Tres Magia, and her first ever self-transformation and flying. 'Flying, I can actually fly with this, fly just like Magenta, Sulfur, and Azure.'

This would be another fight against those girls, thoughts of toying with the magical girls again put a small smile and a blush to her face, but first she had to get there, and for that she had to figure out how to fly.

"Trans... Magia..."

The wind kicked up around her and light burst from the star in her hand, the energy encapsulating her entire form in bright purple light and stars. Being able to fully take in the transformation this time, Utena can fully feel the difference in her stronger form. She felt a rush of energy, the fatigue from before was suddenly gone. She felt good, she felt strong, and despite her nervousness she felt like she could take on the world

She looked down at herself and blushed. "It really is just so skimpy, I look like a slut." She reached up and felt her horns. She looked back at the tail that swished behind her from a heart shaped hole in the back of her dress. She looked at the wings on the back of her body, which she thought were purely for cosmetic reasons, and looked at them with a new light. With some effort, Utena moves the wings like a foreign limb. "That's... So weird... I can move them." She worked at moving them and flexing them back and forth for a couple of minutes. "Can I really fly with these?"

Venalita had not explained how to fly. Would it be automatic like how her crop had just made a monster as soon as she hit that flower. "Do I just have to jump off or... Wait a second..."

Utena blinks and takes her cellphone out. She opens the chat app and messages Venalita.

[U "Umm I transformed... How exactly DO i fly."]

For a moment she stares at the phone until she sees that Venalita is typing. "Does Venalita actually have hands in those sleeves?"

[V "I guess I didn't tell you that part. All you have to do is try to fly."]

[U "What you MEEEEAAAN "try to fly." Humans don't fly normally, I don't know how."]

[V "Riiiiiiight, I forgot about that part. Lets see... Just think really hard about flying."]

"Just think really hard about flying."

She walks to the end of the roof's railing, looking at the long drop below in the event of a mishap. "Well... Magical girls take energy blasts from monsters... So a fall shouldnt be too hard even if I do fall... right?"

'I've never flown before... Can I really do this?' As much as her love for magical girls was, the fear of death was very strong. She gulped and stepped up onto the railing. 'I can do this, I can do this. Just think about flying. Birds, planes, helicopters, what even is gravity, gravity is nothing compared to a magical girl, we laugh at things like gravity. Fly fly FLY!'

She lifted her left leg and hopped up into the open air, right before falling. "Aaahhhhh!" 'Why did I think that was going to work!?'

Utena watched as the ground rushed up to her. The school was only three stories tall. The roof was maybe thirty feet up. I sure looked really high up when she was standing on the railing. But now it was clear, thirty feet was practically nothing. "Aaahhhhh!" She squeezed her gold eyes shut. She didn't want to watch as she went splat onto the ground. She tried to spread her wings out as much as she could, stretching them like she would spreading her arms.

'FLYFLYFLYFLYFLYYYYYY!' She screamed into her own mind as she felt the wind rushed at her. She waited for the sudden stop, the smash and impact of her body slamming full force into the earth. But it never came. She lowered her arms and opened her eyes to see herself rapidly approaching the wall of the gymnasium. "Aaaaahhhh!" She screamed and tried to go up. She arched her back and thought furiously to go up. Utena desperately imagined herself flying up into the sky as she clenched her muscles in her attempts to maneuver. Whether it was pure instinct or effort she didn't know but she rose up in a sharp ascent and zoomed up narrowly missing the edge of the roof.

'I am going to kill that mascot! Just fly she says, just think really hard about flying.' Utena growled and fumed until she finally paid attention to what she was seeing. She was looking at the city from the air above the school. She was still rising higher as she looked out at everything. She had never flown, or really even been higher up than the roof of the school. This was so much different. She was in awe of the sight. 'Maybe being a dark magical girl wont be so bad...' For a moment she just looked around before remembering what she was supposed to be doing and checked the map again. The villainess looked around and used her amateurish flight to head for the warehouse she needed to get too.

Now that the threat of falling to her doom was gone, her mind raced with thoughts. She imagined the Tres Magia beating the tar out of whatever demon they had found. She had every confidence that they would win. Utena could imagine them triumphant and chatting over the body of the demon.

She bit her lip at the thought of sneaking up on them, and launching a surprise attack. She wanted to give them a better fight. A part of her didn't want to do it, didn't want to fight them. They were after all the Tres Magia, her idols. She adored them, looked up to them and loved them. She loved them. It was just for a little while. She would be their villain for a little bit and then stop. She thought about what she would do when she won. How she would torment them and make them struggle, and suddenly she was excited to go play with them again. "I'm coming, my Tres Magia."

An abandoned warehouse in the middle of the industrial area. A classic local for evil doers, gangs and a fine place for a demon to breathe its last. The magical girls of Tres Magia pant as they watch the monster fall to its knees with a roar of anguish. The musclebound creature was a red skinned demon with a long thick tail and a white mask with horns. They had battled with these several times over the months and it was never an easy fight. Demons like this could take so much punishment and it had taken them nearly half an hour to deal with it.

Magia Azure kicks the downed creature in the head to make sure it's done for good and nods when it stays down. "Hmph, well that takes care of that. These things can take such a beating."

"What a creepy old place this is. Is it some kind of abandoned factory or warehouse?" Magia Sulfur said as she looked around. Now that the monster was dealt with, and school was out, they had the time to take a look around.

"I think so. Hmm I don't sense anything else... I guess that's it. Another win for the good guys!" Cheered Magia Magenta.

Within the warehouse a small dark figure was watching from the shadows as the three magical girls talked and looked around outside. Its tall bunny ears perked up when it heard the click of high heels on the metal walkway behind it. Turning around, it sees the transformed state of Utena coming closer as she looked around the warehouse

"Sorry I'm late, Venalita. I was in school and someone wasn't very good at explaining how to fly..." Utena was clearly quite annoyed.

"Right, sorry! I've been floating around all my life so it's hard to explain to someone that has never flown at all, but hey you made it in time, good job!" Venalita said in an all too cheery voice.

Utena reached out and grabbed Venalita before pulling on her and stretching her head. The small mascot failed its arms in clear discomfort.

"Utena wait, that hurts!"

"I thought I was going to die!"

"If you keep pulling on me I'm going to die."

Utena grumbled and let go of the mascot.

"Sorry for the bad first flight, but hey, you got here and Tres Magia are here as well. You are just in time to get the jump on them. They just wrapped up with that demon and it doesn't look like they have sensed your presence yet."

Utena peeked out of one of the dusty windows and saw the magical girls looking around the warehouse yard for any other signs of trouble. "Are you sure... Maybe we should just leave them be." While she had been thinking of what to do with the girls on the way here. Now that she was here and looking at them she had a few second thoughts.

"Really? Having second thoughts? What happened to all that gusto from this morning?" Venalita pulled out her smartphone and opened up the video taken yesterday. "Do you need some inspiration?"

Utena blushed and rapidly shook her head. "No no I don't I just..."

Venalita leaned in. "I could send this out to social media and your parents instead. How do you think they would take that?"

"No! Wait! Stop!" Utena said in a panic. That was the one thing she didn't want and couldn't let happen. "I... I'll do it, just please don't do that."

"Wonderful! Those girls are looking for another fight. That demon was a bother but not much more than that. They are ripe and ready for a surprise attack."

Venalita leaned in. "Why don't you give those mannequins a whack with your crop and give those girls a real fight. I'll be sure to record the whole thing for you."

Utena looked down at the recording from yesterday and gulped. If she fought and beat the Tres Magia again then she could toy with them again... Her hand shook as she tightened her grip on the riding crop before turning to the mannequins. Yesterday was fun. She had enjoyed tormenting the magical girls, perhaps too much. The idea of attacking her beloved magical girls again made her nervous, but if she wanted to be their villain then she had to act, and if they lost to her, well...

The aspiring villainess stepped toward the mannequins and slapped them with the domination whip. It only took a second before they were enveloped in purple aura.

After looking around the area and finding nothing interesting the three members of Tres Magia regrouped.

"Doesn't look like there are anymore of Enormita's minions around. No sign of that weird girl from yesterday either." Azure said with a shrug.

At the mention of yesterday all three of them blushed with no small amount of embarrassment. The memory of their sound defeat was fresh in their minds and on their rears. While they had destroyed the monster in the end they held no illusion that that girl had defeated them.

"Haaa... we skipped out on the end of school again. I hope we don't get in trouble." Magenta sighed. "We should get going I guess."

Just as they were about to take off a sultry new voice rang out. "Oh don't go yet. The fun has only just started."

In a flash they turned towards the source of the voice and saw that succubus girl from the day before. The girl was making a show of herself as she approached, she strutted towards them slowly, tapping that riding crop in her hands, and there was an excited flush to her cheeks. She looked every bit the succubus on the prowl with her horns, wings and tail, even her face lent to the look with her sleepy eyes and be fanged smile that both seemed welcoming and predatory.

"You again... We know your tricks now. We will put a stop to you this time!" Magenta called as she manifested her heart shaped spear.

Utena tapped her crop and put on a smile to hide her nervousness. She was playing bait for Tres Magia and it seemed they were still upset about the day before. "Oh dear, still sore from your last punishment are you? I guess it may have gone a little long. However..." She put on a true villainous smirk. "Am I really the one you should be paying attention to?"

Everything burst into motion even as their eyes widened in comprehension and their sixth senses warned them of dark magic nearby. Several towering mannequins with far more limbs than they should have burst out of the warehouse's windows and door. Each one of the creatures was like a spider but with human-like limbs and hands. They rushed in with freakish speed and closed the short gap with the magical girls before they could mount a defense. They had been taken completely off guard and were quickly surrounded. The animated creatures' jointed limbs snapped out as quick as a praying mantis. Hands snapped up arms, wrists, legs and ankles.

"Kyaahh! Nooo! Not again!"

"Damn it, how did they sneak up on us?!"

"This wont stop us. We will break free!"

Utena watched as her magical girls were snapped up and brought to heel at her mercy again. That feeling inside her was back again. That fluttery excitement that brought heat to her stomach and cheeks. The succubus watched them struggle against their bindings even as the mannequins reached out with more limbs and grasping hands. When her minions tore the sleeves and sides off the girl's cute dresses a jolt of lightning ran through her body. A rush of excitement pulsed inside her at the sight of them.

"Eeek! H-hey what are you doing?!" Magenta blushed as the sides of her breasts were exposed. Evidently while the Tres Magia's outfits had panties the same could not be said for providing bras. Though with how Utena's own only gave her pasties to hide her nipples and no panties at all under the too small leather pants, she couldn't really throw stones.

Magenta didn't have long to wait to find out what was in store for her and the others. The many mannequin hands hold them tight while a pair creep in closer and closer, their fingers seeming to dance in anticipation before they make contact with Magenta's ribs. With shocking dexterity they dig in and dance along the pink girls' sides. The effect of which was immediate.

"AAHH! AHAHAHAHAHAHA?! WAI HAHAH STOO HAHAHA.!"

Sulfur and Azure were not far behind as their own mannequins got to work tickling them along with Magenta.

"HAHAHAHA WHAT ARE HAHA YOU- HAAANN HAHA"

"STOP IT. OH GOD PLEASE HAHA STOOOP HAHAHA"

As if sensing their weak points each mannequin goes after different parts on the girls. Magenta's sides, Azure's stomach, and Sulfur's feet. The golden haired hero all but trashing in the monster's arms as her feet were ruthlessly tickled. Their faces quickly flushing and desperate gasps for air interrupted their forced laughter

Utena bit her lip and, her thighs rubbed together as she watched the tickle torture unfold. Her emotions were a storm of conflicting messages again. 'I'm doing it again. They are suffering because of me... They are lettinging out such pained laughs. Their faces... So flushed, so cute!'

She puffed out a long sigh as she watched and licked her lips. Those feelings were welling up again inside her. She couldn't look away from her idols. They were so cute as they struggled against the creatures holding and tormenting them. They were being tormented because she had commanded the mannequins to do so. As she watched the show one of her hands reached up to cup one of her own breasts. Through the thin pasty she could feel how hard her nipples were. She felt hot and damp between her legs as her hunger and lust rose.

Venalita was watching the events unfold too, but unlike Utena she wasn't watching the magical girls of Tres Magia. She was watching Utena. The little devil on Utena's shoulder floated up behind the villainess and leaned in close to her ear again. "Utena... All you're doing is watching. I know it's fun to watch, but don't you want to help? Don't you want to show your favorite magical girls your personal attention, show them how much you adore them?"

Utena's eyes widened and focused on the magical girls. Her tail thrashed behind her before coiling tightly around her thigh and rhythmically squeezing in excitement. Her cheeks flushed darkly and she let out a manic little titter. "Hehehehehee..." 'Yes... I can't just watch. A real villain needs to get hands on. Ooohh just look at their cute faces. I love them soooo much!'

Utena gulped before a mad grin spread her lips to show the demonic fangs she had as a magical girl. She stepped toward the girls before slowly raising her arms and gently lifting off into the air to float. The blushing succubus drifted forward toward Magenta first. As she got closer the mannequin holding the pink girl stopped tickling much to Magenta's relief.

The hero gasped for air. Her face was beet red, drool ran in a line down her chin, tears welled at the corners of her eyes, and her sides ached from the laughter. She was in an exhausted daze as she looked at the approaching villain with dread and fury. "Wha... Why are you... Doing this?" She said between panting breaths. She started at Utena and tried to lean away as the leering succubus floated in close to her and reached out with her delicate looking hands. "Wait... What are you...?"

Utena's slim fingers rose and oh so gently ran up Magenta's sensitive ribs, the tips of her nails just barely brushing the skin. The feather light touch was even more effective than the mechanical fingers of the mannequin and instantly drew a sharp breath from the pink hero. Then her fingers began to dance along Magenta's sides and newfound laughter was ripped from the magical girls lips.

"HNGH!? AHA HAHAHA! P-PLEHEEEEASE! HAHAHAHA PLEEEEASE!" Magenta shuddered and cackled as she was tickled again. This girl, her fingers, it was like they just knew where she was weakest.

Even as Magenta strained against the hands holding her up Utena was panting and flushed as she tickled the girl in front of her. This was it, this was so much better than watching. Using her own two hands to tease and torment Magenta was so good. Her head was spinning and she felt drunk on the sensations and excitement rushing through her. Her heart was pounding in her chest and her tail squeezed down around her leg as if straining to keep itself from thrashing.

"Does it hurt Magenta? Do you want it to stop? Do you want ME to stop?" She slowed her ticking giving Magenta a chance to answer even as she continued to tease her with soft strokes.

"P-Please... Stop it... I'm...Going insane...!"

The magical girl's response only seemed to fill The succubus with even more glee. Her restraint was long gone now. "Hehehehe. Awww... just look at you. So cute..." Utena giggles and gushes as she ceases her tickling and begins to run her hands over Magenta's body. One of her hands slips under Magenta's skirt and slides up the girl's inner thigh. The other reaches up and cups the girl's chin even as she tries to pull away. Utena leans in. "You're so cute... My precious Tres Magia. I love it, I love seeing you squirm and squeal." Her wide manic eyes look down at Magenta's sweet pink lips a moment before she leans in and captures the girls lips with her own and making the magical girls eyes go wide.

"OH YOU BITCH! I'M GOING TO RIP THAT TAIL OFF FOR THIS!" Sulfur screamed and trashed against her bindings as she watched her friend get felt up and kissed by this demonic girl.

"Get off of her! How dare you!" Azure seethed as she was forced to watch. She was angry, but the sight of her friend and this villain of Enormita kissing brought back frighteningly clear visions of yesterday when she shared a kiss with this succubus.

Unlike when she kissed Azure the other two members of Tres Magia could see what was going on this time and watched in shock as the succubus kissed their friend. It was not a quick kiss either. It was a slow and languid affair. Utena leaned in hard and pushed her tongue between Magenta's soft lips and into her sweet mouth. She moaned in delicious pleasure of the sensation. The feeling she felt when she kissed Azure was the same. It felt good to kiss these girls. The hand on Magenta's chin slid up to cup the girl's cheek as her tongue explored. The hand between Magenta's legs slid up of its own accord and moved around to grab a handful of the pink haired girl's ass and make Magenta gasp into the kiss.

Utena's gold eyes half closed as she held onto the kiss for another long moment. She felt so good, so energized. The exaltation of toying with her beloved magical girls filled her to the brim with excitement. Her own tail had finally unwound itself and had slid up between her own legs to rub her sex through the tight leather of her pants. Finally Utena let the kiss break as a long string of saliva held between her their lips. She looked at Magenta's flushed breathless face full of embarrassment and shy resentment. 'More, show me more! I want to see more of this, more of these cute faces! "Ohh... So cute... So sweet... Hehehe... How about another." The succubus said before leaning in for another kiss, her eyes glittering like stars.

"God DAMN IT! AARGG!" *SMASH* Utena was snapped out of her lustful haze by the sound and looked over to see that Azure and Sulfur had both managed to rip their arms free of the mannequins. She reluctantly pulled away from Magenta as the two others fell to the ground. It seemed that the mannequins were running out of juice.

"Oh dear! I think it's time we left. Let's head back for now." Venalita said as she opened a smoky black portal with the wave of an arm.

Utena looked distraught and disappointed but nodded and floated up to the portal. She looked back at the magical girls and smiled. "Guess I'll see you later. Lets play again, shall we." She said before slipping into the darkness of the portal and avoiding a rock thrown in haste by Sulfur.

-(warning, NSFW material)-

The next thing Utena saw was her room. She tumbled out of the misty portal onto her bed with a soft impact. Venalita had simply dropped her off back home before leaving again, she hadn't even transformed out of her magical girl form yet. The young villainess laid there in a daze for a moment, her mid awash in the thoughts of what she had just done to her idols. She knew she should be mortified, but it had felt so good. Her skin still felt hot and flushed with excitement. She brought a hand to her lips and touched them softly. They still tingled from that kiss she had with Magenta. A shiver ran through her whole body at the thought of it, excitement welling up within her.

Utena felt hot, her body felt needy and restless. An urge to action was screaming at her from inside. 'Why did they have to break out then... It was just getting good.' she lamented to herself. The girl closed her eyes and went over the events that just transpired, her confrontation with Tres Magia, how she bullied and tormented them. Her thoughts drifted in a pool of her own desire, what she wanted to do had she been allowed to continue. Utena's hands slid over her body, one hand moved to cup one of her breasts and gave it an unconscious squeeze. A shudder ran through her and a gasp left her lips.

She had never felt like this before. Her skin was on fire and everything felt so sensitive. The nipple under her pastie was rock hard and ached underneath the thin material. Fingers curled around the hard bump and pinched. Stars blurred her vision as her back arched as she moaned from the pleasure coming from her body. Fire burned in her belly as her heart pounded in her chest. Utena has never felt like this before, never felt so sensitive, never felt so aroused. She had never done this with herself before. Was this how it was supposed to feel? This form had the form of a succubus, was it the transformation?

Such thoughts didn't last long. 'Oooohh... Who cares...Azure... Magenta... Sulfur.' Any concern was tossed aside, subsumed by desire and lust. Her thoughts were filled with her idols, her Tres Magia. Utena's slender hand reached down to the fire in her belly. Her fingers brushed over her stomach and slid down to where the heat was worst. Just as her hand reached between her legs she met the newest addition to her body. The long spaded tail curled around her fingers without her thinking. In a haze she looked down at the thing. It was long and thin, dark purple like her wings and had a leathery gloss to it. The dexterous limb curled so sinuously around her. Utena bit her lip and reached with her hand to the leather pants that held themselves to her body. They barely covered anything, just enough to keep her modest. She pulled on them, tugging the material down to expose the aching heat and cloying wetness of her sex.

Fingers and tail reached down and touched that heat. Instantly sparks flew and a gasp ripped out of her lips. If her breasts were sensitive then her cleft was doubly so. Her tail acted on instinct and slithered into her pants to slide between her soaking lips and rub her. The hand clutching her chest flew to her mouth to hold back a scream. It felt so good, so good, too good. She let her tail do the work and it seemed all too happy to make this pleasure continue. Her hand moved back up to grab her chest in desperate desire and it was all Utena could do to stifle her own moans as pleasure ran through every nerve in her body.

The young succubus' thoughts were a wash in images of her first encounter with the magical girls, how she spanked them, how she taunted them. She remembered feeling up Azure and kissing her deeply. She remembered her victory over them today, tickling them, listening to their strained laughter and begging. That kiss with Magenta was so fresh in her mind. She imagined it again and again, kissing and groping and spanking her beloved magical girls. All the while her tail slid over her slippery, soaked pussy and her hand grabbed her breasts. It wasn't long before the already intense pleasure came to a head. She felt a pressure build inside her core, a heat and tingling inside her belly and between her legs that only grew larger and more insistent. Her demonic tail all but thrashing against her sex in desperate need to reach this unknown peak. When Utena crested over that ecstatic edge and untangled the knot of pleasure inside herself it was like nothing she had ever felt in her life. Stars exploded in her vision, her body went rigid even as she trembled. Her back arched and she couldn't stop the scream that came from her mouth. Even muffled by her hand it filled her bedroom with the sound of her ecstasy.

It was all she could do to simply ride it out and endure the first orgasm of her life. When it finally ended Utena was left panting and sweating in her bed, her thighs and tail were sticky from her fluids. Then light poured off her body, and with a poof of smoke, she returned to her regular normal self. Utena lay there, panting and shaking from what she had just experienced. "Th-That was..." 'Incredible.'

*KNOCK KNOCK*

"Utena? Is everything okay there?" The girl in question looked at the door with panic. It was her mother. 'She must have heard something.'

"Ahh! N-No! Everything is fine. Just... Just having some trouble with my homework!"

"... Okay, dinner will be ready in a bit. Maybe you should take a break."

Utena heard the foot falls of her mother heading back down stairs and signed in relief.

"HAAAAAAAAH..." Utena sighed as she sat on the floor of her room. It was evening now and she sat trying to make sense of everything that had happened. Her thoughts were a jumble of feelings and thoughts and she didn't know exactly how to make sense of them all. " I got carried away..." So much had happened today. She flew for the first time, fought and attacked Tres Magia again and then when she got home after that...

"I can't believe I did all that again. I bullied and tormented them..." Utena sulked and signed into the low light of her room. She looked down at her hands. She couldn't just think it had all been a dream this time. She could clearly remember the warmth of Magena's body, the softness and smoothness of her skin. She could remember the way the girl's ass had felt as she squeezed it. Utena brought a finger to her lips and stroked them. She kissed Magenta. She had kissed a magical girl again and it had felt so good. The memory of that and what she had done when she got home brought a sigh to her as her heart pounded in her chest. "Hehe... It did feel really good..."

"I'm glad you think so!" Venalita said as she drifted out of a portal from behind Utena.

"I... I don't... I didn't... ooohhhh..." Utena groans and puts her head in her hands.

"Hey now, don't look so down. You did an amazing job. Shame they broke out of those mannequins but what can you do? You are doing great, but you are still new. We need to get you used to your magic. Oh by the way." The mascot pulled out its smartphone and held it up showing a picture of Utena kissing Magia Magenta. "Just like you asked, I got it all on video. I'll send it to you soon."

Utena groaned again but after a moment she blushed and muffled an affirmative to the devil on her shoulder.