Lilith

According to Ginasta, Tanurak, and Ulrissa, Lilith is a personification of pure chaos naturally formed from the Tower to upset the natural order when it becomes stagnant.

Plot
Lilith is the tower entity of Chaos. She is an optional harem member and can be recruited after the Incubus War aftermath. Travel to Renthnor Wilds and talk with Robin to enter Lilith's Abode to obtain her.

SP rate
As befitting the literal embodiment of chaos, Lilith's SP generation has absolutly no rhyme or reason to it, except that it mostly goes up. She starts with 9 and generates 6 per turn. On top of that she loses 3 when she takes hp or mp damage, gains 7 when she deals hp damage, gains 4 when she heals hp, gains 1 when an ally takes hp damage, gains 12 when she deals mp damage, gains 1 when she heals mp damage, gains 2 when an ally takes mp damage, gains 9 whenever she inflicts a state upon an enemy, gains 3 when a state is inflicted upon her, loses 5 should she ever kill an ally, gains 10 whenever she kills an enemy, gains 9 when she ends the turn with less that 25% of her max hp, gains 20 when she ends the turn with less than 25% of her max mp, gains 25 when she is the only active party member alive, and loses 5 whenever she dodges an attack.

Relationship points
Her relationship points are calculated for the first time during the Incubus War right before entering the Incubus Prison.

Base value: 0

Initial calculations
 * if Mestan RP 100+, OR if Mestan RP 99-90, OR  if Mestan RP 89-75, OR  if Mestan RP 74-50, OR  if Mestan RP 49.
 * for whoring Qum back in chapter 1.
 * for allowing Varia's rape.
 * for dominating Varia.
 * for maxing and locking Trin's relationship points.
 * if you have the Tormented Shield.
 * if you've killed the three entities created by Tanurak in Eustrin, the Order of Yhilini Thaumaturgy, and the Orgasmic Palace, during the open world section just before the Incubus War.
 * for having copied Reletima using Trin's powers.
 * for completing Trin's Request.
 * if Tyna chooses to marry Bhakan OR if Tyna chooses to marry Kalant

Max value: 22

Scenes

 * Lilith First Time - Lilith has some emotions to work through. Recruit Lilith.

Headquarters conversations
Lilith has a number of random conversations that take place if you attempt to have sex with her in the Headquarters Courtyard.

Random Number
1 === "Fuck me up, lovey dovey style!" Lilith popped out of nowhere and suddenly he had a tall woman's curves pressed against his body. She began kissing him wildly, her tongue trying to invade his mouth.

Simon recovered quickly enough and managed to kiss back. He took control of their tongues even as his hands slid to her waist and back. When he drew her close like a lover she immediately melted into his hands and fell into his rhythm.

After a long time kissing, Simon swept Lilith up into his arms and carried her to the bed. "Bridal style? Fuck yeah!" Lilith's eyes gleamed and she wrapped her arms around his neck before planting a very chaste kiss on his cheek.

When he settled her onto the bed he was prepared to make love to her slowly, but Lilith was eagerly wiggling out of her dress and bouncing her hips into position.

"It's been too long, lover. I need you now."

Simon didn't know if this was roleplaying or if it was real to her, but he was happy to play along. He climbed atop Lilith's curves and gently slid inside her to the hilt. His hands carefully cupped the sides of her face and pulled her up into a kiss, which she eagerly reciprocated even as their hips began to rock against one another.

After the kiss he slid his hands down her shoulders, caressing her arms until he reached her hands. Slowly he laced their fingers together, then pressed her arms down beside her head. Still holding hands, he began to fuck her passionately.

For a time he remained overhead, enjoying the sight of her stomach twisting in pleasure while her breasts bounced. But it was her face and eyes that kept drawing his attention as they stared up at him in pure love. Eventually he had to shift down to kiss her again, still holding her hands tightly.

His body pressed fully against her curves as their lips locked. They fucked that way for an hour, slowly and passionately, the only shifts an occasional change in pace or her thighs wrapping around him in a different way. She moaned his name every time she came and he found himself whispering sweet nothings into her ear until finally he couldn't hold it any longer and filled her with his love.

Lilith finally released his hands only to wrap them around his neck and hold him close. She breathed, "Ah yeah, that's so fucking good" into his ear before she fell asleep beneath him.

Random Number
2 === "Is this too little for ya?"

Lilith emerged in front of him with proportions he'd never seen before. She was short, barely half his height, but with incredibly exaggerated breasts and hips. There was something off about all her measurements: she didn't look young, or like a halfling, or a dwarf, but instead almost like a literal hourglass. Whatever she was, her body didn't trigger any distaste in him, so he felt his cock begin to stiffen.

"That's my answer!" Lilith threw herself forward so that her tits collided with his crotch. By chance or chaotic magic they wrapped around him perfectly. "Come on, use me!"

Simon instinctively reached down to grab her before she fell and his hands closed around her sides. She was so light he could hold her in place, her legs dangling and her breasts wobbling against his length. Lilith cheerfully pressed her hands against them so they wrapped around his cock.

He began titfucking her, both thrusting his hips and simply pulling her entire body back and forth. Lilith laughed and moaned in equal measure, apparently happy to be used like this. Simon could easily have come between her tits, but he didn't want to ignore her absurd hips.

When he tossed her up into the air, she flew up enough for him to easily grab her again. Her hips and thighs were so wide he couldn't wrap his arms around them, but his fingers could almost connect around her waist. The proportions should have been absurd, yet all he could think was that she had created them just for him to fuck.

Simon pulled her down, impaling those broad hips on his cock. "Ohhh, yeah!" Lilith immediately let out a low groan and relaxed back, trusting herself entirely to his grip.

Her weight felt like almost nothing, which meant the only obstacle to bouncing her up and down his cock was how tightly her pussy gripped him. Despite her lightness, her thighs felt satisfyingly meaty when they slapped down against his hips, and her breasts bounced heavily. He could easily see her entire body as he fucked her.

As Simon kept moving Lilith along his length, she began to dissolve into pleasure. Her small but shapely legs started out trying to wrap around him and eventually hung limp, just shaking from his thrusts. Lilith tilted further backward, arms and legs hanging in bliss. That position arched her back and made her breasts stick upright, sloshing wildly across his chest as he fucked her.

With no idea how often she'd do this again, Simon enjoyed the strange experience until he finally unloaded inside Lilith. He pulled her absurd curves against his chest and held her close as her body milked out all of his cum.

Random Number
3 === "This is one of my favorites!" Lilith flew into the room with a high pitched voice. "Come on, itty bitty Lilith, let's go!"

She was proportioned like an adult woman with stunning curves... but in miniature. Her entire body, head to toes, was barely even a foot long. Lilith in this form had impressively wide hips and breasts as large as her head, which meant they were tiny by objective standards. He found himself instead looking to a pair of rapidly buzzing wings that glowed hot blue, though she had to be flying by magic alone.

Since she had caught him between rounds, Simon was already naked and there was nothing stopping her from flying into his cock. Lilith murmured happily as she rubbed her entire body against his length. It was a bizarre sensation, feeling shapely legs and wide hips around his cock at such a small size. She pressed her breasts against his girth and eagerly began licking with a minuscule tongue.

"You don't do anything," she urged, "just enjoy."

Happy to play along, Simon sat on the edge of the bed and just watched her body work along his length. Lilith was fully embracing him now, her arms around his cock so small they felt pleasantly soft even when squeezing him. She began to slide her entire body up and down his shaft and he could feel her tiny pussy squirting against his length as she moved.

As she began moaning louder, Lilith slowly worked up his cock. First she just caressed the head with her arms, then she clambered up and began rubbing her breasts against it. Eventually she was only working his shaft with her legs while her upper body wrapped over his head and her tongue focused on his slit.

With so much precise attention, Simon could only last so long. He didn't hold back and let himself come explosively. The jet of cum sent her sailing through the air and plastered her against the wall.

Judging from Lilith's grin, that was exactly what she'd wanted.

Random Number
4 === "This is one of my favorites!" Lilith sped into the room with a high pitched voice. "Come on, itty bitty Lilith, let's go!"

She was proportioned like an adult woman with stunning curves... but in miniature. Her entire body, top to bottom, was barely even a foot long. Her curves weren't quite as exaggerated as some times and she had a pair of rapidly buzzing wings that glowed hot blue, though she had to be flying by magic alone.

Lilith flew to his pants and began eagerly pulling at the ties with her tiny fingers. Eventually she got his cock free and it slapped her across the body, but she only laughed gleefully. She began wrapping herself around him and rubbing up and down his length.

Before she could really get started, Simon heard footsteps in the corridor and realized that it was one of the maids. They were used to wild sex, but he tried not to subject them to anything shocking or strange. Before the maid could enter, Simon grabbed Lilith and shoved her into his pants before redoing the ties. That placed Lilith flattened against the side of his pants by his cock, and there was an absurd impression of a woman's curves around his crotch, but he could pull his shirt down over it.

"Oh, there you are." Fuani stepped inside and nodded politely. "I was afraid Yarra was up to something."

"Not this time," Simon said with an awkward smile. "Did you need something?"

"I was thinking that a change in cleaning schedule might be more pleasant for all our workers..." Fuani began to explain her new plan.

Simon did his best to listen seriously as if Lilith wasn't stuffed down his pants. She might be squished by his cock, but she was taking it gamely and wriggling between cock and pants. With no extra space, she was vibrating against him more tightly than ever before. He wasn't sure if she was changing something, but he was absurdly aware of her small curves wrapped around his dick.

Something about talking calmly to Fuani with Lilith like this was strangely erotic. His cock was beginning to throb now, each throb flattening Lilith even further. Her mouth was pressed against him at all times, so he felt her moans as vibrations more than sounds.

At last Simon completed his business with Fuani and she departed. As soon as she was gone, he swung to the bed and thrust his hips down against it. Caught between his cock and the bed, Lilith began thrashing even more wildly as he thrust a few more times against her tiny body until he exploded.

For a while he just lay there, catching his breath still on top of her. Eventually Simon stood up and stripped off his pants... Lilith fell out in a shower of cum and collapsed back on the bed, laughing giddily. Simon pulled off his stained pants and dropped them on top of her.

"You get to clean these up."

Her muffled voice said, "Totally worth it."

Random Number
5 === "This is one of my favorites!" Lilith sped into the room with a high pitched voice. "Come on, teeny tiny Lilith, let's go!"

She was proportioned like an adult woman with stunning curves... but in miniature. Her entire body, top to bottom, wasn't even two feet tall. At that size her pussy was absurdly small, but she straddled his hips as if she wanted to fuck.

"Are you sure?" Simon asked. Lilith rolled her eyes at him.

"Oh gosh, mister, you're too big! Please don't hurt the embodiment of chaos with your wee-wee!"

He chuckled as he accepted it, but didn't hurry on so quickly. Now that his cock was hardening, it stretched up her taut stomach like a monolith. At full erection, the head of his cock was nestled in between her full breasts. Lilith smirked and wrapped them around the tip even as she ground her pussy against the base of his cock.

At some point, he would have to fuck her tits in that position, but Lilith was gushing juices all over his balls. So he eventually lifted her by her womanly waist, positioned her over his cock, and began pulling her down.

Despite the magic involved, Simon still moved slowly on instinct because he didn't want to hurt her. Lilith felt absurdly tight and he should have bottomed out quickly. Instead of wincing, she moaned and twisted in pleasure as inch after inch of his cock disappeared inside her. He could see a bulge in her stomach that rose higher as she sank onto his shaft. She spasmed around his length as if her entire body was rearranging itself into a pussy.

When at last her hips hit the base of his cock, he had an entire woman's body wrapped around his length. Simon stared down at her, but Lilith was gurgling happily and urging him on. So he got a better grip on her hips and began to fuck her.

Once he got over the size, it was strangely alluring. He enjoyed seeing his partners' bodies tremble in pleasure, and this way he could see all of Lilith at once. Her legs clenched every time she orgasmed and her hips shook wildly with each thrust. His cock should have been coring her out, but her head tossed from side to side in ecstasy and her breasts shook wildly. Even her eyes seemed alight as if she was giving her essence over to him and letting him fuck her entire being.

After enjoying her for a long time, Simon began to come and her entire body milked his seed from him. He released jet after jet and was surprised to see her body expanding under the pressure. Some began spilling out of her tight pussy, but when he finally pulled out, she fell back onto the bed with her stomach as inflated as if she was pregnant.

"Oh no, it's too big..." Lilith let out a snort between sighs and seemed to fall asleep like that as his cum poured from her in a steady stream.

Random Number
6 === As Lilith crawled onto the bed, she appeared to be an ordinary adult woman for once. Her usual face and hair, a massive pair of breasts, a trim waist, wide hips, shapely legs... another pair of hips, more legs, then hips again...

"It's a fuckipede!" Lilith announced as she wormed her way toward him. "Gotta fuck 'em all!"

It was simple enough at first: Lilith's upper body pressed against his, bringing her hips into position to settle onto his cock. The only strange thing was how he could feel further curvy legs against his, but he focused on her tight pussy instead. Seeing how this was going to go, Simon didn't hold out long, just shot a load inside her.

"And next!" Lilith began folding over backwards, bringing another pair of hips into position.

That was too much for him. Simon got up and flipped her entire body over so she was in doggy position. Her upper body stretched out on the bed, her first pair of hips lying shivering and leaking cum, her second pair was upright wiggling to encourage penetration, a third pair lay on the bed beneath him, and there were more between his legs and behind him. Simon didn't focus on how her hips could apparently bend in any direction Lilith wanted, just thrust into the next hole.

Immediately he grunted as her pussy split open around him. The second was unbelievably tight, as if it shouldn't have been able to take a cock even half his girth, yet Lilith only cried out in pleasure. He fucked it hard, enjoying the new sensation until he had reshaped her entirely, then blew a second load.

Simon reached down and grabbed the next pair of hips, jerking them up into doggy style. To his surprise, her next pussy was oriented sideways. He thrust into the horizontal slit without questioning it and felt a sensation he'd never experienced before. Lilith's hips shuddered while he fucked her, but the pleasure made her pussy clench around him in bizarre patterns.

It was more strange than pleasurable, but Simon was falling into a rhythm now. He eagerly thrust inside her until he unloaded yet again, making three pairs of hips now leaking his cum. But as the next pair of hips wiggled into position, Simon was ready for more.

Instead of just grabbing the next pair, he tugged on the entire chain until three more sets of hips were in the air in front of him. He wrapped his arms around the top pair of thighs, bringing her pussy to his face so he could eat her out. Another pair of hips was flat against the bed, contorting to get into position for penetration. That left another pair at chest level, but Simon ignored it as he focused on the other two.

Even with an enormous harem, this was a position he'd never experienced before. Feasting on one pussy while bouncing against asscheeks to fuck another. If that wasn't enough, the middle pair of hips twitched wildly, sometimes slapping against his chest and revealing that they were soaking wet. Lilith might have infinite hips, but Simon decided to remain in this position, fully enjoying himself with the bizarre combination.

At last Lilith's entire chain of hips collapsed onto the bed, utterly spent. Simon dropped one final load inside her, then let himself slump down onto the bodies. Lilith's chain of legs curled around him happily until her upper body rested against his chest and fell asleep.

Random Number
7 === Lilith stuck out one thumb and blew on it, causing her breasts to inflate. They continued expanding, splitting out of her clothes and slowly eclipsing her entire body. Eventually they merged and continued expanding until there was nothing but a single giant spherical breast floating in the air.

"Ya like tits, right?" Lilith said, thankfully not forming a mouth on the side of the breast. "Megaboob! Come on, fuck the Megaboob!"

Simon reached out to grasp the floating breast and his fingers sank into the flesh, which was a perfect balance of taut and soft. The body-sized boob floated toward him of its own accord and he found himself sinking into a wall of titflesh. He relaxed as he floated into the air, letting his entire body rest against Lilith's breast.

Relaxation quickly hardened his cock, which pressed into the titflesh. It was too firm to simply envelop his cock, so Simon got a better grip of the side and pulled it forward so it could wrap around his length. He began to hump against the sphere even as he pulled and his thrusts sent the entire boob jiggling.

When he reached around the side of the sphere, he found the over-sized nipple and grasped it with his entire hand. Lilith's moans emerged from the sphere as he fondled it, so Simon renewed his thrusting as he teased at her nipple. Soon the breast was jiggling with ecstasy along with his thrusts, until at last Lilith wailed and went over the edge.

"Megabooooob..."

They collapsed to the ground and Simon's cock drove hard against her. Wrapped in the jiggling flesh, he finally came, shooting a huge arc of cum over the side. Lilith didn't return, so Simon lay there and relaxed atop the shivering breast.

Random Number
8 === "Sexy lamp!"

A lamp popped into existence beside him and Simon stared at it. He knew that the lamp had to be Lilith judging from her voice and chaotic energy, but it looked like an ordinary lamp. A metal base, a bright blue flame, and a curving glass top that an extremely sexually frustrated person might call womanly.

"Come on," Lilith urged, "fuck the sexy lamp!"

Simon had thought he'd adjusted to Lilith, but this was a new one. He gingerly took hold of the lamp and Lilith immediately moaned in pleasure. It felt like completely ordinary glass and he didn't see a pussy anywhere. Simon lowered it toward his cock, hoping that Lilith would transform, but there was no sign of anything of the sort.

The smoke wisps from the flame twisted to the side despite the lack of air currents and briefly wrapped around his cock. They were insubstantial, but he wasn't imagining the way they caressed him. Simon stared at the lamp for a while, enjoying the smoking sensations and deciding if he was really going to do this.

Eventually he turned the lamp partially on its side and angled his cock so it could penetrate the open top. The glass was pleasantly slick and strange... then he entered the flame and took a deep breath. The blue flame flickered around his length, pleasurable and yet absolutely nothing like any normal sexual experience he'd ever felt before.

Uncertain what to do, Simon merely held the lamp there with his length fully inside the flame. Spectral moans emerged from Lilith and her flames flickered around his shaft. His girth partially suffocated the flame, which produced more smoke that caressed his balls. Simon decided that the act was most like a blowjob and let Lilith continue her work.

The surreal experience lasted for a long time, then his hips finally twitched. His cum put out the flame and filled half the lamp before he pulled out and let it drop onto the bed.

"I'm dying now..." Lilith's voice whispered from the lamp like smoke. "This was my goal all along..."

"Lies," Simon said amiably. "Make something with a normal pussy and get up here."

Lilith cackled and reverted to a humanoid body as she leapt on top of him. Mere seconds after she had impaled herself on his length she fell asleep against his chest. Simon shook his head and just held her close as he softened inside her.

Random Number
9 === "I was going to think of a pun," Lilith announced as she marched into the bedroom, "but fuck it. Just find something to bang." And then she promptly fell onto the bed in pieces.

Simon stared at the fragments of Lilith. Her arms had popped off at the shoulders, both ending in smooth flesh. Most of her body had split into two pieces: her torso with breasts still jiggling and her hips and legs trying to flop themselves into doggy position. Her head lay at an odd angle, her eyes sparkling up at him.

"Come on, never seen a girl fall to pieces before? Find a way to fuck me!"

Though a little put off by the disassembly, he saw that Lilith was clearly eager. Simon first helped her lower half get balanced: it was strange seeing her waist simply end in smooth flesh, but her hips and pussy were ordinary enough. When he thrust inside she didn't fall over, so Simon reached down to grasp her head and pulled it up for a kiss.

"Haha, of course you would go for romance," Lilith said between kisses. But she was breathless and smiling, so her annoyance was barely a pretense. "Well, this will be the first time you've kissed a woman like this while fucking her doggy style."

Simon began doing exactly that and eased into the bizarre act. Kissing someone while feeling an ass pounding back into his thrusts wasn't so strange due to the harem... it just wasn't usually the same woman. Before he could get comfortable, the rest of Lilith came to join in.

The easiest was her torso, which rubbed up against his back, eagerly stimulating its hard nipples. Both of Lilith's arms joined in, one grabbing his ass to urge him to thrust harder while the other cupped his balls.

That could have been enough on his own, but Simon was beginning to relax into the strangeness and decided to take advantage of this form of Lilith. He fucked her in positions that had never existed before: sometimes using her entire head like a toy, sometimes titfucking her torso while eating her pussy, sometimes letting her hips ride him while her torso smothered him with her breasts. Always her arms slithered around him, caressing from unexpected angles.

Eventually they began to melt. First her head turned into black goo, then her limbs, then her torso rubbing against him. When he finally came, the pussy clenching around his cock dissolved into goop and slid into the rest in a large puddle.

The puddle shivered happily for a while, then a giant Lilith face appeared across it. "Ahh, that was great... come on, rest..."

Since the face disappeared, Simon lay down in the gooey remains of Lilith and let himself fall asleep. He had very strange dreams.

Random Number
10 === "It's Cumdump!" Qum appeared beside him, waving her arms over her head. Simon blinked in surprise, not so much because that was unexpected, but because...

"It's not Cumdump!" A copy of Qum appeared beside her, except this one was pitch black with red eyes and sharp teeth. He knew it had to be Lilith, but she was jiggling and waving her arms just like the real Qum.

"Yayness!" Qum embraced her copy eagerly and began to kiss her. The dark Qum kissed back eagerly and they both fell into him, then they began peppering little kisses all over his face.

Simon had expected some sort of twist, but Lilith in Qum's form appeared every bit as innocent and eager as the real thing. Though there was perhaps a bit of a devilish glint to her eye, she seemed to want nothing more than to have a cheerful threesome.

So Simon swept both Qums up into his arms and fucked them thoroughly. First one, then the other, both times the other Qum wrapped around his side and vibrating almost as excitedly as the one he was fucking. Soon enough he wanted them both together, so he arranged them on the bed and slammed a shadow cock into Lilith even as he fucked Qum. Both screamed out their pleasure, Qum's eyes sparking pink while Lilith's sparked red.

Chaotic magic boiled up from them, flowing through his body and making his hips move even faster. Both of them were coming over and over now, so he couldn't hold on much longer and exploded inside them. Once it was done, Simon was left panting for breath with his cocks still inside the Qums' pussies.

"Yayness..." Qum murmured sleepily. Simon realized a moment later that it had actually been Lilith. He wasn't sure what to think of that, but he held both against him as they fell asleep happily.

Random Number
11 === Lilith could accomplish a troubling amount on her own, so when she asked for control of Tower magic, Simon granted it only reluctantly. She urged him to fall asleep in her lap and he drifted into slumber... only to wake on his back in a different bed.

In the moment before he started to move, everything felt normal. That normalcy shattered when he raised an arm to shift the sheet aside. Simon abruptly sat up, tearing the sheet aside to look down at himself.

Somehow he'd become a woman, including a large pair of breasts. His legs were muscular but feminine, like those of an entirely different person, yet he saw his familiar scar on his hip. When he checked the scar on his shoulder, he noted that he had mid-length brown hair. So much about him remained unchanged... including a thick cock lying between his legs.

"The Incubus Queen is awake! Bow down to worship her!"

Simon looked toward the foot of the bed and saw Yarra kowtowing with a shit-eating grin on her face. At least it looked like Yarra. "Is that you?" he asked. "Or is Lilith...?"

"She asked us to join," Aka said as she entered the room with Hilstara. They were wearing as little as Yarra, but Simon had seen his lovers naked often enough that he was still more distracted by himself. "Does that feel weird?"

"Definitely." Simon shifted over to sit on the side of the bed and his cock bounced between his thighs... and began to rise. Maybe he wasn't so unaffected by the nudity after all. The strangest thing was that he could still feel his real body, but Lilith was distorting everything somehow...

Before he could get distracted, Yarra dove between his legs and sucked his length into her mouth. Her throat felt fantastic, as always, but it didn't feel anything different... at least at first. Simon felt a sudden impulse to squeeze his legs together and chose not to resist it, meaning he squeezed his thighs around Yarra's head. She groaned happily, so she must be getting what he wanted.

Meanwhile, Aka slid up beside to kiss him. Kissing her in the middle of an orgy was ordinary enough, and her lips felt the same, but she reacted differently. Hesitantly at first, then strangely gently. Soon enough she was pressing against him, her breasts pushing against the new curves of his chest. Hilstara took his other side with a smirk.

If this represented any fraction of reality, being a woman wasn't so different. Simon slid an arm around Aka's waist and held her close while kissing her. Yarra was happily sucking his cock at a rapid rate, but he put a hand on the back of her head anyway. His fingers felt strong, but they were slenderer than they had been before and Yarra moaned again.

Hilstara moved from kissing his neck to his chest, and that definitely felt different. Simon's nipples were only moderately sensitive ordinarily, but in this form her lips sent a charge through his body. Part of it felt deeply strange, since his breast was nothing like his normal pectoral muscles. Yet it felt good, so he moved his hand to her head to urge her on. Aka shifted down and clamped onto his other breast.

Feeling all three woman sucking on him was a new experience that made Simon groan in pleasure. It was an oddly feminine sound and all three women around him seemed excited by it. But even in this form his control hadn't changed, so Simon held back. He wrapped his thighs around Yarra's head while he cradled Aka and Hilstara against his chest.

Eventually he came, his hips bucking wildly as he pumped cum down Yarra's gullet. She slumped to the ground, burbling happily. Simon had to pull Aka and Hilstara away, as he was suddenly too sensitive. Aka remained clinging to him, while Hilstara bent down to kiss Yarra.

"Huh," she said. "Tastes about the same. You want to go next, Aka?"

The white-haired woman shyly slipped into his lap with his cock pressing against her stomach - his female form clearly had all his shard powers. Seated sex was an ordinary enough position, except like this their breasts pressed together.

"This is weird, but it feels so..." Aka shifted up and lowered her hips onto his length, moaning as she did so. Soon she fell forward against him, her arms around his neck. "So odd... so good..."

Simon massaged her thighs for a while before he began to bounce her on his length. Her thighs felt a little different against his, but his cock felt completely at home inside her. The major difference was their chests rubbing together: he missed out on her breasts flattening against the muscles of his chest, but there was a new stimulation as she rubbed against his curves. Aka seemed to be particularly enjoying it, moaning and trembling in a different way.

"Does it really feel that different?" he asked. She had to gasp for breath a little before she could respond.

"You move the same... and you feel right inside me... but the rest of your body is such a different shape." Flushed, Aka buried her face in his neck. "The same and different... it - ah - feels so nice..."

Simon still wasn't sure what he thought of the new sensations, but he knew he wanted to fuck Aka. He kept her moving, sliding against him, until she built up to an orgasm that left her shuddering against his chest, their breasts flattened together.

While he stroked her back and held her there, Simon saw that the others had moved. Yarra was nowhere to be seen, which was odd, but Hilstara was bending over the bed beside them. She wiggled her hips and then her eyebrows.

Once Simon had deposited Aka comfortably on the bed, he got into position behind Hilstara. As he rubbed his cock between her thighs, he marveled at the differences. Hilstara's hips and ass were as muscular as always, while his hips were more rounded, yet more powerful. As if his magic manifested itself in feminine curves.

When he thrust inside her, Hilstara groaned just as usual. Simon enjoyed that for a while, but it wasn't so different despite his new breasts swaying on his chest. But he'd never intended to stay in that position, only enjoy himself for a while to warm Hilstara up.

Soon he let go of her hips and folded himself down over her back, slamming his cock into her all the while. He couldn't get as deep of penetration, since his hips slapped against her ass, but that pressed his breasts into her back. Just like he'd hoped, that was a brand new sensation. Simon slid his arms around Hilstara's sides to grab her breasts against the bed. Then, keeping his own tightly against her back, he began fucking her like never before.

It went on for a long time, but eventually Simon was panting for breath. He decided not to hold off any longer and squeezed himself against Hilstara's back while his cock throbbed inside her. It went on longer than usual and his hips trembled at the pleasure until he'd emptied himself inside her.

"Now Lilith!" Yarra appeared in the doorway, holding the struggling chaotic being in her arms. "Fuck her until she promises to do this again!"

"No repeats!" Lilith insisted, though she wasn't struggling particularly hard.

Simon smiled, pulled himself back to his feet, and went to fuck Lilith. Apparently he wasn't too old to become more flexible after all.

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12 === "Looks like the rains aren't comin' this year," Gertrude said. She stared out the window forlornly at their parched fields. "What will we do, Sam? Can we survive another bad crop?"

"I don't know," Sam said. Something felt wrong. He knew Gertrude was his wife, and of course he was worried about the crops, but...

"They say girls are getting shiny silver coins down at the brothel, Sam." Gertrude shook her head slowly. "I don't want to go, but..."

In his eyes, his wife looked as beautiful as the day he married her, but Sam realized just how much she had aged. Lines across her face, a stoop in her back... none of that was right. All of this was wrong. Yet he couldn't put his finger on what-

"Yer the only man I ever loved, Sam. But if the mean old-"

"Enough, Lilith." Sam - no, Simon - grabbed her by the shoulders and pushed her back into the wall. "What are you even trying to do?"

"I have no fucking idea." Gertrude's lips split in a grin with far too many teeth and her eyes danced. "But you were really wondering what the fuck was going on for a while, weren't you?"

"I was game for everything else, but this..." Simon tore off the skirt and slammed into Lilith's pussy. Her false form shattered, revealing the curves the chaotic being usually wore, so he pushed deep and kept fucking her until the house and all the memories fell away.

When Lilith orgasmed and started springing about the crops, Simon put a hand over her mouth and fucked her harder.

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13 === For once, when Lilith appeared before him she was completely silent. Instead of her usual dresses, she wore a long black coat that nearly obscured her slender curves. A high collar covered her face and her eyes were barely visible above it, shrouded by her pale hair. She shifted uncomfortably, as if she might vanish at any second.

Simon said nothing, merely stepped forward and kissed her. She immediately leaned against his chest. Though her kisses began hesitantly, they soon became playful and she bit at his lips. Sensing the need within her, Simon pushed her back against a wall and crushed her lips with his, dominating the kiss until her legs trembled.

They tore off one another's clothes as they tumbled to the bed. As giving as Lilith had been, she was insistent about moving onto her hands and knees to present herself to him. Her hips were more feminine than womanly, but Simon grasped them all the same. Despite the implications, his cock was rock hard.

He pressed his tip against the outer ring of her ass, just teasing at first. Lilith giggled and twisted her hips playfully, but when he finally pushed inside her, she went still. She breathed out as if she had been holding the breath for years and went slack beneath him.

That relaxation made it easy for Simon to push deeper until he was fully hilted inside her ass. Lilith shuddered in a strange pleasure, her eyes distant and unfocused. When Simon began to pull out, however, her ass clenched him tightly as if trying to hold him inside forever. He kept pulling back until the head of his cock pressed up against the ring of muscle from the inside, then he slammed in again hard.

Lilith groaned and almost collapsed underneath him. Only his grip on her hips kept her upright as he pounded her ass, but he could feel the orgasms flowing through her body. After a particularly intense one, he slowed down and bent over Lilith's back to kiss her. She desperately twisted back to return the kiss, at least until his resuming thrusts made her moan too wantonly.

When it seemed like she could barely stay up, even on her knees, Simon eased her forward with his cock still inside her. Once she lay completely prone on the bed, he began thrusting again, fucking her into the bed. In the new position her ass felt even tighter and he was driven to fuck her harder.

To Simon's surprise, a growl escaped his throat as he slammed against those feminine hips. He found himself reaching forward and grasping Lilith around the throat, gently but firmly. Her entire body locked up again, back arching as if to receive his thrusts. The sensation of her having given way to him completely urged him to fuck her ass even harder until he finally exploded deep in her bowels.

For a long time afterward they lay on the bed, catching their breath. They didn't say a word.

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14 === For once, it seemed like Lilith wanted normal sex. She lay on her back and urged Simon to climb on top of her. As soon as he sank his cock inside she began twisting and rocking underneath him, welcoming the penetration. He would have gladly kept fucking her like that, but Lilith didn't stop twisting.

The flow of her hips became wilder, actually lifting her ass entirely off the bed at times. Simon rode out the movements, thrusting back hard and pinning her to the bed, but she didn't stop. Her hips began swaying from side to side in a way that shouldn't have been possible, and when he thrust, he found himself sinking into her flesh.

All at once her pussy opened wide and after his next thrust, his crotch was encased in tight wetness. Simon grunted in surprise, but his hips were still moving and his next thrust went even deeper. Lilith's entire body was unfolding, encompassing him. Soon after his entire body plunged inside her pussy and he was encompassed by twisting flesh.

Simon froze as the wet walls closed all around him... yet he wasn't worried. He still felt surrounded by Lilith's chaos, which by now was familiar and almost comfortable. Before plunging inside he'd taken a deep breath and he felt like he could hold it forever... so he began to thrust.

His entire body might be encased in her body, yet she shuddered around him like an earthquake. Somehow his cock was still wrapped up in tight coils of something, but it was his hips that were rubbing up against a sensitive spot.

Entering had pinned his arms to his sides, but now Simon lifted them outward. They were immediately ensnared in fleshy folds that felt... not unpleasant. More flesh grew up around his legs, encasing each one in wetness instead of pinning them together. Now his entire body was encased in Lilith... she was trembling more violently and he could hear soft moans in his mind.

Simon squeezed the flesh in his hands and began to swing his hips back and forth more forcefully. He was fucking Lilith with his entire body and she seemed to be loving it. Instead of thinking about the details, Simon found the rhythm of the body surrounding him and moved along with it, driving her pleasure higher.

The moans became louder and louder until they drowned out everything else. When Lilith finally came, the sound tore apart the air itself and his next thrust broke through flesh into chaos. Simon tumbled through violent shards of magic that cascaded over his entire body and yet somehow seemed to close around his cock. Pleasure tore its way through him as jagged lines he barely understood.

All at once Simon lay on top of the bed. Lilith was nowhere to be seen. He wasn't sure what had just happened, but he knew that his balls felt empty and satisfied... and he heard an echoing giggle.

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15 === There were plenty of orgies throughout the base, ranging from comfortable to wild. Simon had thought he was used to most things that happened in them, even given the diversity in the harem. But nothing could prepare him for when Lilith and Nalili approached him together.

"Alright!" A small-bodied Lilith hopped up to wrap her arms and legs around Simon's waist. "You're going to use me to fuck Nalili."

"Yeah, yeah!" Nalili was already on her back, spreading her legs wide, and stared at him with shining eyes. "We talked about it and this is going to be crazy!"

"I'm not sure what you mean," Simon said. Even as he did so, he was lifting Lilith into a better position above his hips.

"Just jam it in and I'll take care of the rest!" Lilith grinned at him and tried to push herself down.

Since she seemed so eager, Simon thrust into her tight pussy. As usual for this size, Lilith's pussy felt too small until his cock stretched it a little. Naturally it felt good, but as Simon fucked her he didn't understand what she intended. He had expected her to grow a cock that he could push into Nalili, maybe, or perhaps she just wanted him to fuck her on top of the succubus.

Instead... Lilith was shrinking. Her pussy felt the same over his cock, but her hips were already half their former size. She retained her curves as she shrank, and in fact they grew more exaggerated. Simon pulled his hands back, not sure what to think, but the process continued: soon there was a miniature Lilith on his hips, barely larger than his cock.

As she shrank, she wrapped her arms and legs around his girth. They melted into her body, which was darkening to black. Before Simon could think otherwise or call a halt, he had a tiny armless and legless Lilith on his cock.

"Lilith condom!" she announced cheerfully. "Come on, use me!"

Simon just stared. Lilith's body still felt like an eager pussy, but it had mutated into a thin layer barely larger than his girth. Instead of limbs, there was only the suggestion of womanly hips and breasts. The only part that remained was a tiny Lilith head on top of his cock, grinning manically.

"That's crazy!" Nalili seemed torn between clapping and masturbating and seemed to be doing neither very well. Regardless, she had her eyes fixed on Lilith eagerly. "Come on, Simon! Just like normal... it'll feel great, I promise!"

Bizarre as the situation was, Simon wasn't one to deny his lovers. Just in case Lilith was being reckless, he didn't start by thrusting into Nalili. Instead he crouched over her chest, placing the Lilith condom in between her tits. Nalili eagerly pushed them closer together and watched as Lilith's bizarre body moaned and twisted.

Closing his eyes so he wouldn't have to look at Lilith's bizarre form, Simon focused on the sensations. It was surreal in a way he hadn't expected. He still felt as though he was buried in Lilith's tight pussy, yet he also felt Nalili's breasts rubbing against his shaft as intimately as if there was no condom at all. Inexplicable as it was, it felt good.

Once the two women were moaning in pleasure and Simon was satisfied nothing would go wrong, he pulled back and lined his hips up with Nalili's. She stared down at his crotch and Simon decided not to. Best to get it over with.

"Alright!" Lilith cried. "Let's fucking gooooommph."

When he thrust inside Nalili's pussy, Simon couldn't help but grunt. He could still feel Lilith's body squeezing around him, yet the sensations of Nalili's pussy were just as strong. If he didn't have so much experience being inside two pussies at once, he might have come right then. Even so, he'd never felt the sensations layered over one another so closely.

Simon carefully began thrusting into Nalili, who was already on the edge and screaming her pleasure. Once he adjusted to the strangeness, he could feel the Lilith condom shuddering around him as she came, simultaneously pleasuring both of them. Since he could still sense her chaotic energy going strong, Simon played along and began using Lilith to fuck Nalili.

It didn't take long for the two of them to be orgasming out of their minds. Since it didn't seem like Lilith would revert, Simon relaxed and enjoyed the sensations of thrusting inside both women simultaneously. He gripped Nalili's tits and went to town until they finally extracted his seed from him.

His cock throbbed over and over, drawing new orgasms from both women. Nalili moaned and clutched at her stomach, where Simon could feel that Lilith was expanding with his cum. He pulled out, carefully at first, and saw that Lilith's miniature form had bloated into a sphere. His cock remained inside as it spurted out a little more, filling her even fuller.

When he at last pulled out, the loose ends of Lilith released a little cum before they suddenly tied themselves together in a knot. That left her lying on the bed, a condom transformed into a sphere of semen. As if that wasn't bizarre enough, Lilith's face appeared on the side, her eyes rolled back in her head as she rode out the rest of her pleasure.

Simon cuddled with them both and didn't say anything about it, but several of the maids heard him mutter "What the fuck?" under his breath throughout the day.