“Maybe we should get back with the group,” Jenny Harris said to her classmate. “We will get in tons of trouble for this,” she whined.

“I just need to find a place for a smoke,” her friend, Molly McDougal, smirked. “Don’t be such a baby. Besides it’s our birthdays and we can do whatever we want.”

The two girls were students at Our Lady of Peace catholic school and were on a school trip to visit The Castle Lilith, a genuine European castle imported brick by brick to upstate New York by an eccentric millionaire back in the 1930’s. It had just reopened to tours after being abandoned for decades and painstakingly restored.

Jenny and Molly were not the best of friends, though they had known each other since kindergarten, but May 13th was their shared birth date and once a year they bonded. This year they were turning 13 on the 13th, and it just so happened it was Friday. Molly was from a lower class Irish Catholic family from the stereotypical ‘wrong side of the tracks’. The youngest child in the family with four older brothers, she was tough and a bit of a troublemaker. She smoked and partied with people much older than her and was often in trouble with the nuns of the school. She had deep green eyes and shocking red hair carried in a long pony tail. She was not exceptionally attractive with a little early acne and tons of freckles. Molly was tall for her age and had gained the attention of the boys by being thin and developing a bit of a bustline already.

Jenny, on the other hand, was a soft spoken and intellectual young lady. She was of Oriental decent, probably Japanese, adopted by her parents at the age of two. She had grown up in an upper middle class home, never wanting for anything and excelling at school. A very down to earth girl, Jenny had tons of friends, but was always considered a goody-two-shoes. She was short and dumpy, slightly overweight, with a body that had shown no signs of developing. She had brown eyes and kept her dark hair in a short cut bob.

The two girls had made a pact years ago to hang out together on the birthday they shared. Unfortunately, it often ended up bad for Jenny as Molly would get them in trouble. This day seemed no different. There were three different schools involved on this trip with tons of students and too few chaperones, so Molly saw an opportunity to sneak off and have a cigarette.

“Besides, Sister Josephine will never know we are gone. It will only take a couple minutes. Besides, the cool stuff is never on the tours,” Molly continued as they climbed a spiral stair away from the noise of the crowd. Jenny did find herself a little excited about misbehaving and was curious to see other parts of the old castle. The stairs ended and hallways branched off to the right and left, but right in front of them was an old wooden door that looked like it had not been opened for years as cobwebs danced in the corners. To each side of the door, a small shelf carried a vulgar statuette of what appeared to be female devils, a larger shelf above the door held a larger voluptuous demonette.

“This place is creepy. Let’s get back,” Jenny said nervously, looking down the corridors and at the strange statues.

“Why? This is the perfect place to have a smoke and explore a little. Nobody has been up here in a while. You’re not chicken, are you?” Molly smiled, knowing Jenny’s response.

“Whatever, let’s go in,” Jenny replied as she pushed open the door and went in the room. Molly followed close behind. The room was pitch black so Molly reached into her bra where she hid a small book of matches and one cigarette for the occasional covert smoke break. Lighting a match, the two teens found themselves in a small round room that did not seem to fit structurally with the castle. There were three torches set in the walls and Molly quickly lit them. The center of the room contained what appeared to be a low set, but large, altar. What appeared to be ancient human skulls were littered around its base. The walls were smooth and adorned with tapestries depicting women of all races in various sexual positions with each other and often with demonettes. The air was musty and it was clear no person had been in here for ages. Molly looked to Jenny who was shaking with fright.

“BOO!” Molly shouted, causing her young friend to nearly jump out of her uniform.

“Dammit, Molly! Don’t do that. Let’s get out of here, this place is giving me the creeps,” Jenny replied. Molly had to admit, she was a little nervous about this room but wanted to put on a brave show. Lighting her cigarette, she walked up to the altar whose top was about waist high on her.

“C’mon, Jen, they probably decorated this room to scare people on Halloween and close it the rest of the year,” she laughed, jumping up to sit on the altar. As soon as she did, a silent, yet powerful, shockwave flattened both teenagers to the floor. Stunned, the two girls struggled back to their feet.

“What the hell was that?!” Molly stammered.

“Oh, My, God. Molly, look at the door!” Jenny screamed. Where the door had been was solid stone wall. Now even Molly was scared.

“Help! Please, somebody help us!” Jenny was yelling, pounding on the wall where the door had been. Molly turned to see if there was another way out, when she noticed two golden goblets filled with some liquid and two hand mirrors on the previously empty altar. She knew something strange was going on beyond Halloween tricks or practical jokes. The temperature in the room was rising and Molly began to sweat. Suddenly, she began to get dizzy and her whole body began to tingle. With a sickening and painful crack, her spine began to lengthen.

“Oh my god!” she mumbled. Jenny didn’t hear her; she was still vainly pounding and screaming. Dumbstruck, Molly watched as the bones on her legs began to grow longer as well. She was growing taller and, as she did so, her shirt came untucked from her Catholic schoolgirl skirt. She quickly kicked her shoes off as her feet grew larger. She was panting heavily now.

“What the fuck is happening to me?” she mumbled through clenched teeth. Pain shot to her hands and they grew larger and her fingernails extended. Her skirt now resembled a mini skirt and her stockings were being strained by her growing shins. Her scalp tingled as her red hair burst out of its ponytail and cascaded down her back. The pain in her body subsided as she settled into her new height. She had gone from 5’5” to 6’2” in minutes.

“This is not right. We have to get out of here,” she whispered, but her mind was beginning to change as well. Glancing down at her shapely arms and now finely manicured hands, she was impressed. Her belly was fully exposed now and her abs were rock hard. “I could get used to this,” she thought. Right away, she was greeted by further pain. Wincing, she felt her hips widen and her ass grew larger. Soon her panties were becoming more like a thong. Her mind was becoming warped too. She had never had sex before, but now her pussy was becoming wet with excitement, and she liked it.

“Wait a minute, this is wrong….I….can’t…do….fuck it! I am becoming hot!” Her mind raced. In a flash, one of her perfect hands was down rubbing her clit through her straining panties. Like a dam breaking, lust flowed through her mind. As if on cue, her smallish breasts began to grow. They quickly filled her small bra and pushed her shirt out. She chuckled as the top two buttons burst off, revealing her expanding cleavage. Once more the shirt rode higher, revealing more of her firm, sexy midriff. Her panties could be seen now as her skirt rode higher over her perfect ass and long sultry legs. She was so horny, if only she had someone to share this body with. Her thoughts were snapped just as her small bra gave way and her massive tits settled into the 38D range. Picking a mirror up off the table, she took in her reflection. Her face had changed slightly, more like an older version of herself, blemish free and stunningly gorgeous. A shock of red hair flowed over one of her sensuous green eyes while the rest flowed down to her generous ass. Full, pouty red lips puckered for the mirror. Absentmindedly, she shrugged the remnants of her bra out from under her straining shirt. She now had the hourglass perfect body of a woman in her early twenties. She ran her hands over her sides, hips and breasts, savoring their magnificence. It was then she noticed the silence.

Molly turned to see Jenny facing her with her back to the wall, mouth agape.

“What do you think Jen? Happy fucking birthday to me, right?” She smiled with perfect teeth and a much deeper voice.

“Wh…wh….what is going on?!” Jenny finally blurted, hysterically. This was beyond reason. In a matter of minutes, her classmate had gone from a 13 year old schoolgirl to a 20 something knockout.

“I am hallucinating. I need to get out of here!” she shouted.

“What’s the hurry?” Molly purred, cradling her massive orbs in each hand. Jenny was speechless, but in her mind, she thought Molly was super hot.

“Wait….I did not just think that. Be calm, be rational... Why is it getting so damn hot in here?” Jenny mumbled.

“Think what? Think I am fucking hot beyond your wildest dreams?” Molly cooed.

“No….er…yes…NO! Stop talking, we have to think clearly!” Jenny’s mind was clouded.

“No prob, Jen. I’m done talking anyways,” Molly giggled. With strength she didn’t know she had, she grabbed the front of her shirt and ripped it apart, casting it on the ground. Her huge, yet firm, tits stood out proudly and Jenny felt a tinge of jealousy. Molly stood right in front of Jenny, then, in a flash, knelt down. With unnatural quickness, she lifted up Jenny’s skirt and ripped her panties off. Too stunned to move, Jenny quivered as her friend's tongue met her pussy and clit.

“Noooooooooo!” she blurted, but, in her clouded state of mind, was already turned on. With an audible crack, Jenny’s bones began to lengthen. Crying tears of pain, her spine grew as well, untucking her shirt from her skirt.

“PLEASE STOP MOLL!” she cried through clenched teeth. Her ab muscles hardened and she too kicked her shoes off as her feet filled them.

“God, you taste good Jen,” Molly mumbled through her ministrations. Jenny stared in horror as her hands grew and fingernails lengthened. She realized she was becoming a bimbo like Molly, and certain parts of her welcomed it. Molly was caressing Jenny’s sides as she savored her friends pussy. Jenny felt her face tingling and knew she was still changing. Molly stopped to look up at her now 6’2” friend who, moments before, had been 5’1”.

“Holy fuck, are you hot Jen!” Molly blurted. Jenny now had the face of a Japanese supermodel. She involuntarily blushed and looked down into her friend’s brilliant, lusting green eyes and swaying tits. Something snapped in her mind and she lost control as the clouds in her mind gave way to pure lust. She cupped her friend’s chin in her hand and raised her up until they were eye to eye. Molly knew Jenny was now a filthy slut like her.

“Only one thing missing,” she smirked. With brute force, she ripped open Jenny’s shirt and savaged the training bra off. Instantly, Molly began suckling the erect nipples of Jenny’s miniscule breasts.

“Oh, fuck yes!!” Jenny moaned. Her tits responded, growing in Molly’s mouth as she worked each one. Jenny’s hand found its way into Molly’s panties and she began working her clit. Jenny’s firm breasts finally settled in at 36D. Molly moved her mouth up to her friend's and they began a long and sloppy French kiss as they settled onto the hard floor. Jenny was crazy with lust and, with unknown strength, she ripped off her skirt, then Molly‘s skirt and panties. The two former teens were grinding their bodies together, tits rubbing against tits. Molly had her legs wrapped around Jenny's now larger ass. They were lost in lust as Jenny sucked Molly’s massive orbs one at a time. Lost were the 13 year old girls that had entered this bizarre room, replaced by two gorgeous women rapidly reaching their first orgasms.

“Fuck yes, fuck me Jen!! I want to cum with you bitch!” Molly moaned. Jenny rose up and locked their bald pussies together as Molly writhed in pleasure on the floor. The two began tribbing, squealing with delight. Molly marveled as she looked up at Jenny’s perfect swaying tits, full red lips and exotically beautiful face.

“You got it bitch!” Jenny smiled. Their well-lubed pussies glided across each other until they erupted in body-shaking orgasms.

“FUCK YES!!!” Jenny cried. “That was awesome,” she said, her body still quivering from the orgasm. Strangely, neither of them were tired, in fact, both were on their feet in seconds with enough energy to run a marathon. Both women were completely nude and exploring every facet of their new bodies: their huge tits, wide hips, shapely arms and legs, full lips, and round asses.

“This is the best fucking birthday ever, you glorious whore,” Jenny smiled at her lover.

“Amen, slut. You are a fucking good lay you hot bitch,” Molly snapped back.

“I am still fucking horny. I’d do you in a heartbeat again, but maybe we should get some fresh meat up here,” Jenny sneered.

“True, but let’s drink to our new hot bods first,” Molly answered, handing Jenny a goblet and taking the other for herself.

“I’ll drink to that,” Jenny laughed. They clanked cups and chugged the contents of the goblets. Seconds later, both goblets fell to the ground as the women lurched in pain.

“What the fuck now?!” Molly screamed.

“Urrrrrrrgh,” Jenny replied. Both women were experiencing stabbing pains in their stomachs. Raising her hands before her eyes, Molly watched as her manicured nails grew and thickened into wicked talons that turned black. Jenny was grabbing her head as talons grew in on her hands too.

“The fucking pain, I can’t take it,” she moaned. Pain spread to their toes as they rose to the balls of their feet. With squishing and cracking noises, their first and second toes fused together, then the other three did the same. The masses blackened and hardened until they became cloven hooves. Muscles grew on their arms and legs, powerful but still sexy and feminine. Patches of skin began turning red. New thoughts crept into their already twisted minds: further lust now joined by pure evil, murder, sex, transforming others, and masochism.

Jenny looked up and smiled at her partner as long fangs grew in her mouth. Molly stuck a now forked tongue out and licked her canines as they too extended. Their legs were totally red now and the color was spreading up. When it hit their pussies their labia grew and blackened. The two women joined together in another forked tongue French kiss. They felt a twinge above their awesome butts as long red tails snaked their way out. The red wash hit their massive tits and their huger erect nipples turned black. They stopped kissing, yet still held on to each others' hips as the red reached their backs. With a sloppy splat, their backs ripped open and huge extensions slithered up and out, then opened into broad, black wings. Panting, the two demons closed their eyes as the red reached their heads. Their ears grew longer and pointed, fangs grew longer, lips blackened, and eyebrows became angled upwards. Lastly, painful bumps formed on the sides of their heads until two white horns burst out above their ears, growing and curving upward until they were 13 inches long. Molly’s hair had turned black while Jenny’s had remained unchanged. Their eyes snapped open, revealing black pupils and neon green whites.

“HAHAHAHA, fucking awesome sister!” Jenny laughed, taking in the visage of her demonic friend's glorious body.

“Shit, are you fucking hotter then ever sister!” Molly replied. Her long tongue snaked around one of Jenny’s black nipples. She found her long tail had a phallus on the end and, with surprising strength, rammed it into Jenny’s ass. Jenny quickly inserted one finger into Molly’s pussy, then two, then three, then the whole fist. Together they rocked and pumped furiously until both exploded in orgasm, juices flowing down each others legs. With a wet schlock, Jenny removed her fist and Molly’s tail was already wagging, anticipating more fun.

For hours, the two succubae pleasured each other every way possible, never tiring, always lustful. They were oblivious to the search going on for them in the castle. They didn’t care about anything except evil now - no family, friends, sympathy or regret. They were evil incarnate, vessels of corruption, sex and death. They knew they could assume human form to seduce more women to their ranks and destroy weak-minded men for pleasure. The evil that had been brought with this castle ages ago had finally found its release, patiently waiting for the right moment, the right day, the right birthdays, the right girls. It had finally happened, and the two demons could not have turned out better. Hourglass figures, huge breasts, bald, inviting pussies, round asses, rock hard abs, wicked talons and hooves, full, moist black lips, elegant ears and horns, cruel fangs, whip-like tails, enormous wings, fearsome strength, and simmering glowing green eyes. They would serve well.

Sometime around midnight, one part of the wall shimmered and a large open window appeared. The demons that had been the Catholic schoolgirls Molly McDougal and Jenny Harris sauntered to it and flew off into the night.

The end??