“Please ... please. No more.” The young teen begged. She was a ripe nineteen. Her breasts were just budding into B-cups. Her ass getting rounder with new growth.

Mr. Blank grabs her brown hair. Yanking her head back painfully as he thrusts into her from behind. The teen groans as he fucks her. One hand reaching beneath to roughly grope her small tits. Pinching and tugging at them.

Her essence was nearly gone. Mr. Blank and his minions had fucked the girl countless times. Feasting on a little of her life force with each violation. This would be the last time he took her. Then she would join her mother.

The man with no eye sockets, looks to the statue of a mature woman. Nude, but for bikini bottoms. She is posed standing, hands running through her hair.

There are hundreds of similar statues dotting the large garden. Women in various states of undress, and different erotic poses. Frozen forever in the nightmare he forced on them.

His past meals.

He can hear their silent screams. Music to his ears.

“Man I got so much homework.” Chad says. The athletic boy kicking an acorn into the street.

Grimacing, Oscar agrees, “Yeah, tell me about it.” The black boy pulls a history book from his bag as the trio heads into the small graveyard, just a couple blocks from their neighborhood.

The third boy, chubby and eating a candy bar, nods. “I forgot my bag at school. I’m just planning to take the F’s on Monday.” Tad tells the other two with confidence.

The three boys were nineteen, and fed up with all the rules and expectations hoisted upon them. Their first year of college was off to a crummy start.

They sit on a couple large grave stones joking about the substitute in gym.

“Man, why can’t we just be free of all this?” Chad moans later. Standing up to head home.

“What if you could?” An oily voice comes from behind them.

The boys turn to find a tall creepy man. Dressed in a mortician’s suit with a top hat and cane. His skin was grey, with long black fingernails. There was just smooth skin where his eyes should be.

“Yes boys. I’m a demon. But I’m not here to hurt you. I’m here to offer you what you want.” He gives them a frighteningly wide grin. Showing his sharp teeth.

“What can you give us?” Oscar asks. Not as frightened as he thought he should be.

“New forms, and a new world in which to scamper about and play. Like my little friends here.” He motions to a pair of furry wolf men. Short just four feet tall. They sniff the air around them excitedly.

“Dude! We could be monsters?” Tad asks excitedly.

The frightening man nods with a smile. “No more homework. Ever.” He tells them.

“What would we have to do?” Chad asks suspiciously.

“Why something evil, of course.” He assures them. “Something depraved and immoral.”

He steps closer and sweeps his hand wide. “You must become mother fuckers. Then you must deliver your mothers and sisters to me.”

“Fuck my own mom?” Oscar says.

“Don’t tell me you all haven’t thought about it. Squeezing your mom’s sweet ass and ramming your cock home?”

He leans in close to the boys. “Raise your hand if you have imagined resting you face between your mother’s pillowy breasts. Then motorboating her till your little pricks shoot jizz all over her tummy.”

Tad raises his hand. “Dude! Your mom is so fat.” Oscar says. Seeming offended.

“Sure but she has huge tits and a big round ass.” The chubby boy retorts.

“I ... I’ll do it.” Chad says. “I mean, if it really means freedom.”

“Oh, yes.” The tall man says. “You will be free from your lives as they are now. What do you say? Deal?” He sticks his hand out for a shake.

The boys shake. Only Oscar hesitates.

“Very, very good. Excellent. There is a carnival at the edge of town. It’s their last night. Do you know it?” The trio nod. “Excellent. Convince you mothers to take you tonight. At dusk you will change. Then you must chase down your mothers.”

“Chase them?” Tad asks with a grin.

The demon smiles back. “Of course. It’s all part of the fun and games. When you catch them, take them. Make them yours. Then I will take good care of them.”

When the boys fully understand, the tall man nods. Then he ushers them on their way.

The demon grins as the three teens hurry home.

The convincing was fairly easy. It was almost as if the mothers were eager to meet their fate.

Chad grinned as he squatted in his sisters closet. He had his pants down and was lightly stroking his cock. This wasn’t the first time.

Gabriel comes rushing in. His blond sister was a couple years older and hot. She had a cute ass and big tits.

Chad liked that she wasn’t afraid to flaunt her body. Especially in a bikini around the pool.

“Get ready then.” His mom calls from downstairs. “We will leave soon.”

“Ok, mom!” Gabby calls back. Unbuttoning her blouse as she walks in her room.

Chad has a great view as she reveals her DD tits, clad in a purple bra. Slowly coming into view one button at a time. He tries not to moan as he strokes faster.

The blond teen strips her jeans off. Her purple panties go next. Chad bites his tongue staring at her small tuft of golden pubic hair. Her tight little pussy.

Wearing only her bra she bends over to search her dresser. Chad watches, practically drooling as her wonderful derrière wiggles back and forth.

She pulls out a silk thong. Purple like her bra. Her brother watches her slip them up. Sliding a finger between her ass cheeks to settle the thong between her cute buns.

She struggles to pull on a tight pair of daisy-dukes, leaving the fly undone. Showing off the top of her panties.

Then she pulls out a cropped tank top. Leaving her tummy bare, and thin enough that Chad can clearly see her bra. It’s low cut, showing off a generous amount of cleavage.

Gabriel flounces out of her room. Ready to troll for boys at the carnival.

Grunting, Chad pulls one of his sister’s velvet dresses from its hanger. Relishing in the soft feel of it wrapped around his dick. He imagines it’s Gabby’s twat as he cums.

Something he has wanted to do for a while. But wasn’t brave enough until today.

There were nine going to the carnival. The three boys. Their mothers; Chad’s athletic mother Aurora. Blond and statuesque with DD’s. ; Oscar’s slim mom Elayah. With chocolate skin and perky C-cup tits. ; then there was Tad’s mom. Miriam was big. Two seventy with massive F-cup breasts and big round ass. She had a cute happy face. And was as kind as anyone.

Gabriel was there, of course. As was Oscar’s younger sister Naomi. At eighteen she was cute with dark skin and long brown hair in a braid.

Tad’s aunt Bev was also excited to go. Slimmer than his mom, she was still chubby at a hundred and ninety pounds. She also had a big round ass, E-cup breasts and a round tummy.

There seemed to be plenty of people when they parked. After they paid and crossed under the entrance banner, Oscar noticed the crowd seemed to have mysteriously thinned.

There were manikins dresses up as towns people all over. Even in the middle of walkways. It made the place seem busier than it was.

“Weird.” Naomi says poking one of the fake people.

“Probably got people stationed to jump out at ya. Give you a good scare.” Bev assures the black teen.

The group all ride the carousel at the front together. The boys closely watching the sun.

“Mom, is it ok if I go off alone?” Gabriel asks afterward.

“Sure honey.” The tall blond tells her. “Just call in every hour.”

The teen rolls her eyes, before stalking off to find some fun.

“The workers all seem so ... dead eyed.” Elayah tells Miriam as the boys try to win a big stuffed animal for Naomi.

“Hey, we have a winner.” The man behind the counter says. Staring off in the distance he pulls out a big brown teddy bear for Tad.

The black girl gives him a warm smile when he hands her the prize. Nearly as big as she was.

Everyone has fun on the tilt a whirl. Though the music seemed to play at half speed.

Getting off left the group feeling woozy.

“Almost feel drunk.” Miriam says. The faces of the people they pass taking on a subtly sinister appearance.

They were deeper in the carnival now. They could hear crowds and rides. All the noise you would expect.

But it all seemed to come from just beyond the tents and stalls near them. Their aisle was quiet. They were the only patrons.

The group walked past a barker advertising the “hall of whores”. He was sweating so much his clothes were soaked and there was an actual puddle where he stood.

“There’s no way I heard that right.” The blond Aurora mumbled looking back.

There were a couple rides that weren’t moving. Then a rat faced man calling for a pie toss game. He had a beautiful woman in a bikini. She was gagged and tied to a circular board that he spun as the group passed.

“Hit the lady, win a prize!” The strange man announced.

“That seems inappropriate.” Elayah complains. The boys couldn’t take their eyes from the struggling woman.

“Ooh! Can we play this one?” Naomi asked, excited.

The game was a big square, similar to a ring toss. But instead of bottles there were nine women’s asses sticking through holes in the center box. Arraigned in a three by three grid. The asses wore thongs and looked very realistic.

‘Rubber, surely.’ Elayah thinks. “Oh, honey. Maybe we can find something else. Like a squirt gun game?”

“Aw, c’mon mom.”

So the teens each pay a ticket. “I like your body paint.” The black girl tells the woman at the counter. Her skin looked like scales and shimmered in the oddly colored, flashing lights.

The woman smiled at the teen mysteriously.

The boys and Naomi were given sturdy paddles attached to sticks. The object of the game was to swat when the light above an ass was lit up. Whoever had swatted the most asses in a minute won a small prize.

The bell rang and the teens started whacking. There was some realistic sounding cries of pain coming from the large box. If they were in fact rubber derrières. They certainly jiggled and bounced like real asses.

The mothers tolerated the strange, erotic game. After all, the four teens seemed to be having a lot of fun.

The asses got redder and redder as they played game after game.

The sun getting lower and lower.

Gabriel had been walking around for a while. Wishing now that she hadn’t split off. The carnies were creepy and there weren’t many customers.

No boys, it seemed. So what was the point.

Not wanting to have wasted her time alone she buys some cotton candy and enters a hall of mirrors. ‘Mirrors of Truth’ see your greatest fantasy. The marquee said.

At first it was just twisty hallways of funhouse mirrors. Then she jumped. There was someone in one of the mirrors.

An image of a dusky brunette girl was walking with Gabriel, hand and hand. Sharing her cotton candy.

“That’s ... odd.” She says walking on.

In the next few mirrors the pretty girl gives her a peck on the cheek. Then Gabby has her arm around the girl’s waist. “I wonder how they do that.”

Now Gabriel kisses the girl passionately. “Huh.” She chuckles uncomfortably.

Gabby has her hand up the girl’s shirt. “That’s not right.” She murmurs. Watching as the brunette slides a hand down inside the back of her shorts.

It’s so realistic they the blond can practically feel her fingers squeeze her ass. “Hey! That’s not right.” She calls out. Turning to go back.

She must have gotten turned around. The way back just seems to be another mirror.

She rushes forward. Just wanting to get out.

In the mirrors a third girl has moved in. A redhead with short hair. Pulling off Gabby’s shirt. Fingers caressing her soft cleavage.

Suddenly she has entered a small room. A dozen mirrors aimed toward the center. A dozen lesbian groups making love. Each a little different. Half are already fully nude.

Now there are hands on Gabby. Real hands! She gives a little scream, and turns.

The girls. From the mirrors. In front of her. Nude. Grabbing her.

Gabriel struggles as the girls wrestle her to the ground.

Unlike in the mirrors these girls have long tails. A couple inches thick and bristly.

Fully prehensile, one wraps around her arm. The blond is forced to her back. One girl tearing open her shirt with surprising strength. The other tugging down her shorts.

Her purple bra is pulled up. Her big tits flopping out. The brunette straddles her stomach.

Gabby wants to fight. To get away. But with both her arms trapped by tails the two girls control her.

The brunette grins at her. Then begins slapping the poor teen’s breasts back and forth. Gabby grunting and moaning at the rough treatment.

The redhead has spread Gabriel’s legs, and lowers her head between creamy thighs.

Pushing aside purple panties she begins to lick the teen’s sensitive cunny with a slimy, darting, snake like tongue.

“No! Oh, no! Stop, please.” Gabby begs. Her body beginning to respond to both the licking and the slapping. The redhead laps at the girl’s moistening pussy.

With her big tits now red from abuse, Gabby moans and shakes her head. The brunette moves to straddle her face. Grinding her pussy on the helpless teen’s lips.

“Lick, whore.” The girl demands. Gabriel doesn’t want that. Has never wanted to do that.

She squeals when her pussy is slapped. Then again, and again.

She obediently begins licking the girl’s cunt. Sticking her tongue in as far as it will go. Tasting her unpleasant juices as she gives inexperienced, sloppy, cunnilingus.

Surrounded by a million scenes of herself wrapped in lesbian sex.

Gabriel can feel an orgasm slowly build as the pair violate her. The young woman riding her cums first. Screaming in joy as she gushes juice all over her face.

Soon Gabby orgasms herself. Body bucking as strong waves of ecstasy wash over her.

She loses herself in the bliss.

When the blond comes back to herself she is alone. Except for her now normal reflections looking back at her. An endless mosaic of nearly nude teens. Sweaty and used. Tears drying on their shocked faces.

Her shirt and shorts have gone with those girls. She picks herself up and shoves her big breasts back in her bra.

She starts looking for the way out.

The sun has gone down.

Half the lights in the carnival have turned off. Those left on cast an eerie glow over the group.

“W ... where is everyone?” Miriam asks.

The place seemed deserted now.

“Aaarg!” The boys start to scream. Making the women jump.

The boys feel like they are on fire as their bodies change. Pain and excitement. Their clothes tearing away.

Tad’s arms turn blue and split. Growing longer. Turning into tentacles. His skin takes a blue tint, and his chin grows a small cluster of tendrils. To say nothing of his tongue. “Yes!” He cheers sounding like he is blubbering underwater.

Chad gets even more muscles. And covered in fur. His nose and mouth elongating into a snout. He grins and snarls at his mother.

For Oscar, his skin grows shiny in places. Turning hard. Bits of bug-like carapace covering him. His eyes become multi-faceted. And his hands become bug claws, growing a second set of insect like limbs. “Awesome!” He buzzes.

Little demons stream from everywhere. Throwing things and knocking stuff over. Not touching anyone. Just causing a ruckus.

The women flee, but with such chaos they split up. Naomi sticks close behind her mom, but they are the only two who stay together.

“Hur, hur, hur! Let’s get ‘em!” Chad growls. “Arowww!”

The boys give chase.

Miriam huffs and puffs as she runs. Already out of breath. The big woman doesn’t know what’s going on. But she knows trouble when she sees it.

And what happened to Thaddious. She shudders.

‘Maybe I can hide.’ She thinks. Looking for someplace suitable. Nothing high, she eyes some stopped rides. She could never pull her fat ass up.

Suddenly her son leaps over a hotdog stand. Something he couldn’t have done ten minutes ago. Followed by five monsters that look like octopuses on thick legs.

“Hello mother.” His voice sounds wet and slobbery.

His tentacles lash out grabbing the mature woman’s blouse. Tearing it open. Buttons raining on the asphalt. Revealing her big belly and huge tits. Kept in place by a plain white, reinforced bra.

He tears her shirt away as she screams.

Laughing as he lets her run. Big tits bouncing in their bra, her fat tummy jiggling.

Chad felt great. Stronger.

He could sort of sense the layout of the carnival, and even where the women were in it.

With a grin he chased after his mother.

Her athletic body already further away than the other mothers. Her tight ass looking hot in her yoga pants.

He leaps to the top of a churro stand and runs along the roofs, chasing her down.

Aurora pauses at an intersection to decide which way to go. Worried about her daughter.

Chad lands on her. Knocking the wind out of her.

His mother struggles as he tears her pants to shreds, revealing her green silk thong.

“No! Chad, please!” She begs as he gives her sweet ass a few swats. Loving the sound of her squeals.

Then in a flash he was gone. Leaping onto a ride.

He watches as she catches her breath. Then stands and flees. Green thong and tight white T-shirt the only clothes covering her hot body.

Chan instinctively sniffs the air.