http://www.furaffinity.net/view/6979035/

A Rogue's turning
By Feral

A blur of green shot through the sky moving from target to target. Things, horrible things had descended on the city and they were everywhere. These grotesque monstrosities abducted and raped anything or anyone they could wrap their slimy tentacles around. Luckily for Rogue, they were no match for her strength. With speed and power she threw a single punch that ripped through their chest and sent them crashing down to their demise. Their bodies fell like rocks as Rogue delivered her swift justice and flew to the next.

Purple goo and grit dripped from her drenched fists and uniform. The green and yellow spandex shed their remnants easily at the speed she flew. It took only a second to reach the next creature then one more to dispatch it. She paused in the sky and took a breather and surveyed the scene below.

She could see her comrades fighting on the ground against the flightless variety. Some of them had already fallen; Storm, Jean, they even got her mother Mystique. Mystique got it the worst though. Her changing powers took on a whole new level now that these Makai corrupted her. She didn't even slightly resemble a human woman anymore. Just like the beasts that raped her, she now only knew how to rape and reproduce. Her body proportions and additions astounded even Charles. His attempt to fix her mind had left him in a coma. Scott was in charge now. Even from this height she could see his optic blast occasionally tearing through the creatures and leaving a line of fire in its wake. She knew Logan was down there with him, so at least together they were safe.

Scanning ahead, Rogue could see what she assumed to be their leader. The "father" stood at least 50 feet tall and was decimating the military forces with the slightest of effort. Its large tendrils swung back and forth and took another helicopter out of the fight. It seemed to laugh at their attempts as it continued to bring down their feeble resistance.

She tapped her headside communicator. "Scott, I'm going in. Taking down these little waves is not going to win us this fight. Send back up," she said in her sweet southern accent. Releasing the comms she only heard static. "I hope they heard me."

Ignoring several of the demons around that were drawing near, Rogue flew straight toward the large creature. Suddenly one of the flying monsters latched a tendril around her wrist and pulled her backwards. The demon clawed and grabbed at her outfit tearing the clothing off her left breast. Her white skinned tit jiggled at the assault and the cold air made her nipple hard.

"Not on the first date." Rogue grabbed the creature's shoulders and dug her fingers in piercing its flesh as another tentacle wrapped around her tit. She screamed and convulsed as her mutant powers kicked in. Her body started to grow as her skin began to take on a pale blue that matched the demon's skin tone. Her nipple changed to a soft purple and puffed out an inch and started to secrete a slimy blue liquid. Her strength and frame increased slightly as well. Her body convulsed and grew heavier from the absorption and she ended up ripping the demon in two. Wiping its blood splatter from her face she discarded its remains with a furious toss to the ground below.

In her head she heard a deep undecipherable voice, yet somehow she knew it called her name. She brought her palm to her forehead and breathed heavily. Concentrating, she was able to stop and reverse the absorption process. Small tendrils that had sprouted from the top of hand began to recede and her healthy white skin tone soon returned. She shook her head and tossed her auburn, white streaked hair about as the chills finally subsided.

Shaking the dirty feeling from her body she renewed her course toward the giant demon. "Mother, I will free you from that fate."

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Moving from shadow to shadow, a bright yellow trench coat darted amongst the rubble. Jubilee snuck closer to one of demons that had turned its back to her as it ran toward Cyclops and the others. Shooting the creature in the back of his head, a flash of yellow and red hit the creature and erupted in a bath of sparkling lights that blinded it. It staggered back a few steps and then fell as Wolverine came out of nowhere and decapitated the creature.

"Thanks Logan."

"Don't thank me yet." Wolverine leapt at Jubilee and sank his claws into another demon that was about to grab her. "Now, you can thank me." Jubilee smiled and jumped into Logan's arm and planted a kiss on his cheek. She even noticed him blush slightly. She let go of his neck and he gently put her back on the ground. Then he was off again, shedding more of the demon's blood across the pavement.

Jubilee continued on her mission and headed deeper into the city to discern the last known location of Storm. Scott said perhaps something was left at the site that might be able to help them learn where they were currently keeping their hostages. She managed to dispatch two more demons with highly charged bolts of power that sent their upper bodies splattering into a shower of blood and guts as she continued her trek to Storm's last known location. She brushed off her coat and began to check the rest of her equipment when a garbled communication from Rogue echoed over her headset. She heard something about the large beast in and then the comms went dead.

"I hope she's alright." Then she scurried across the open street that lead to city's junkyard. Inside the heaping piles of refuse, Storm had disappeared in a mix of ice and lightning. Jubilee breathed heavily as she drew upon her courage. She just wanted this recon mission to be over. With a heavy sigh, Jubilee ducked back into the shadows as she began to make her way into the junkyard.

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Rogue panted heavily sucking in deep breaths of air as she eyed the three beings in front of her. Her comms was out and her body showed signs of superficial wounds and attacks. Her suit was in even worse condition and could hardly even be called clothing now; save for a few strips holding together loose patches of cloth around her waist and shoulder. The most solid piece of uniform still covered her left breast and proudly showed her X.

Suddenly, one of them broke the peace and charged her as the other two flanked her and threw their tendrils toward her. Rogue struggled as their tendrils wrapped her arms up and held her in place. She just smiled as her skin began to tint once again. Her height quickly increased by two feet and her muscles surged out and grew toner. Her breasts developed into full double D's with plump, six inch nipples that spewed forth thick blue liquid that dripped down across her stomach. Throwing her head back she growled with a demonic, twisted face as her hair turned pure white and rapidly extended down to the small of her back where a long, thick, barbed tail shoot out from her tail bone and flickered in the air. Her clit surged outward several inches and thickened into a more phallic design. Her nails extended into sharp black tips that dripped with a sickly white fluid. Several tentacles also grew off the top of her hands and wiggled freely. The change came within a matter of seconds this time and Rogue's new form seemed to shake with anticipation.

When the charging one drew close enough, she flipped herself backwards in the air and delivered a well place toe kick right under the creature's jaw driving her nails into its soft flesh ripping its head clean off its body. Kicking the head off her foot she watched it fall to the earth like a rock. Then she pulled her arms together and released her own tentacles at the creatures. They quickly wrapped the two up then slammed them together. The two creatures flew with such velocity toward each other that when they impacted each other their bones could be heard shattering. With another flex she reeled them forward until they were within her arm's reach. Releasing her blood soaked tendrils Rogue wrapped her arms around their bodies in a monstrous bear hug. With one final pinch their spines cracked and then they too fell to the ground like old broken toys as she released her hold.

Her mouth was stretched wide with sharp fangs that now hung in a devilish grin as she reveled in their deaths. Their blood dripped from her body and a long, slender tongue licked her claws clean. The battle lust soon passed though as Rogue struggled to regain control. Shaking her head and breathing deeply, she once again released the tainted energy. Her skin slowly changed back to her pale hue and her size and genitalia shrank down again. Her uniform was completely destroyed now and she hung bare in the sky. She could feel the transformations taking a stronger toll on her body. Feeling tired she descended to the ground to recover.

Landing in a deserted gas station, Rogue nearly collapsed and had to catch herself on the counter. Sitting down she put her hands on her head to ease the aching and tried her best to tune the voice out. It had been getting stronger with each change. Each transformation had opened the telepathic path a little more. Rogue wasn't sure how much longer she could resist its call.

This time, like the others, the voice spoke differently. This time it took on a thick cajun accent that reminded her of Remy and it sickened her. "Hello, mon ami. You're not looking so good right now. You looked so beautiful in the sky a moment ago though. You and I both know you can't hold out forever. I've seen your face. You are enjoying the killing too much. So why don't you stop resisting me and just give in."

"I will never give in. Not to you. Not to no one. Let me catch my breath and then, I'm coming for you."

"Coming for me? Oh indeed, you'll be cumming for me. As much as I enjoyed watching you in action, you should have just asked for an invitation. Please, pay me a visit at my lovely abode. I will make sure my pets cause you no further delay." His laughter echoed in her head as his voice trailed off. Rogue was tired of being his plaything and smashed her fist through the counter sending several splinters in stray directions.

She felt angry and that anger fueled her body. Without hesitation, she burst through the roof and flew straight toward the Giant.

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Jubilee knew she was getting close. Her locator blipped faster as she went further into the junkyard. "Only another 50 ft." She was eager to hurry up and finish this mission. Luckily for her, there didn't seem to being any Makai in the area.

Soon she arrived at the scene and immediately began searching for clues. Scorch marks pocked the area from recent lightning strikes and tattered bits of white silk littered the grounds. This was definitely the spot where Storm was taken. Soon she found what she was looking for buried under a small hill of dirt; Storm's transponder. Every X-men had one and they came in a set of two. One was kept on their person and another one had been injected under their skin. Together they worked as a GPS of sorts. If they felt in danger, they would activate the beacon and leave the transponder to be recovered. With the item in hand all she had to do now was make her way back to Cyclops and the others.

Jubilee pocketed the device and spun around to leave. But just as she did, a winged demon landed before her kicking up a large cloud of dust. Jubilee screamed and the creature hissed back. Slimy droplets of saliva sprayed from its beaklike maw. Jubilee threw her hands up and blasted the demon with everything she had. Red, orange and yellow sparks of light hit the creature and started to push it back. When it stumbled, she took her chance and ran as fast as she could toward the exit.

But, she didn't get far. In its blindness it had shot a tentacle out from its' palm and luckily struck Jubilee in the ankle knocking her down. She quickly spun onto her ass and fired another salvo of lights at it. This time though, the creature was ready and using its tendrils like a chain spun it fast enough to deflect each blast. Step by step it got closer until she was within arms reach. Then, with one scaly backhand, it slapped Jubilee in the face. She cried out as the force of the blow knocked her fully to the ground.

In the next second it was upon her. She could feel its scaly hands grip at her legs as it quickly ripped her blue boots off her feet and quickly followed by shredding her tight jean shorts into tattered pieces. Her pink mound showed brightly under the pale moon and displayed a small patch of light brown fuzz shaved into an X just above her clit. The demon's tongue quickly lapped at her folds causing Jubilee to scream louder in protest.

Its clawed hand molested her small breasts under her tight red shirt. Then it ripped away the fabric and squeezed her bare tits hard. Tears streamed down her face as she tried once more to zap this beast but two tendrils from its backside tied her wrist up and slammed them into the ground. It continued to crawl up her body with its tongue, now two feet in length, and continued working it against her nether lips and then her asshole. Its saliva coated her pelvic region and inner thighs heavily.

"Get off me. NO! NO!" was all that escaped her lips before the head of its growing member slide between her chest and into her mouth. Jubilee gagged over the taste and size of its flexible shaft. Heavy breathing escaped her nostrils and loud gulping noises sounded from her throat as its slimy pre leaked steadily down her esophagus. The demon's tongue splintered in two where they simultaneously darted into her pussy and ass. She released a muffled scream but it quickly subsided as its pre started to work in dulling her resistance. In under a minute her screams and cried turned to grunts and moans.

Its tongue swelled to double its original width as pre begin to course through its piping and soon flooded her pussy as the other tongue's release seeped deep into her bowels. As it's tongues plundered Jubilee's southern holes its shaft buried itself further down her throat causing it to bulge out. Jubilee spasmed in raptured fits of orgasms as the demon raped its prize and delivered pleasure never felt to her before.

Given fully to the beast, one hand coaxed more juice from its cock as the other reached around its back and pulled its body tightly against her own. Smiling, the Makai released its first blast of seed.

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Rogue found the leader to at least be a creature of its word for although she was surrounded by thousands of these demons, not a single one attacked or even grew close to her. And the closer she got to the giant creature, the more she saw it was less an entity and more a structure or host to this legion. She flew higher now, although she was not sure if was simply intuition or a telepathic guidance that drove her, toward the top of the giant.

She could make out a rough fleshy surface on the giant and saw many people incased in crude cocoons. Some were simply in a stasis, while other were actively being raped or worked on. She turned her head away from that sight and focused on a window like structure where this giant would've had a mouth. At the edge stood a proud and rather handsome creature that could be no other than the Makai's leader.

It greeted her with a bow and then retreated into its lair as she landed on the balcony. Rogue clenched her fists and quelled her rage knowing that if she killed him, they would probably never find their comrades or more importantly, find a cure to save her mother. "He must be taken alive." With shudders of anger and nervousness, she followed him into his lair.

The air grew stale and stank of sex as she stepped into the lair from the balcony. The inner walls glowed with a fleshy red pulse that glistened under a slick slimy coat. As she turned a corner she saw him sitting on a throne of sexual deviance. The frame and legs resembled large engorge shafts at the ends and joints were a variety of teats and breasts. Some resembled human organs, others more bestial, and then some that were not recognizable to her.

Given a different circumstance, Rogue might have actually been attracted to this king of demons. His form was very humanlike except his skin color was a pitch black. He had a thick head of dark blue hair that draped down his backside and sported a manly face that would discredit any A list movie star of his status. His body was highly toned and developed as if he was a gold medalist in track and field. Twin spaded cocked tails swung under the throne and his posture radiated that he was of royalty. As she took in his figure her eyes drifty frequently to his massive shafts; for he had two engorged members that put a horse to shame erected tall a full foot above his seated head. His red eyes watched Rogue as she looked him over.

"Do you like what you see?" he asked in a deep pleasant voice.

"Everything I see disgusts me. I did not come here to be your sex slave. I came to reclaim my friends and my mother."

He smirked at her revealing many sharp fangs hidden behind a near human smile. "Surely you did not come into the lion's den to insult me. We are here in conquest of this world. What could you possibly offer me to surrender the abundance I have already gathered." He said with humor in his voice.

"I can let you live, although I should kill you on this spot."

"You think that you can harm me?" He laughed out loud and his laughter echoed throughout the room. Rogue was growing impatient and her rage was getting the better of her. The demon king saw this in anticipation.

"I have been watching you, Rogue of the X-men. I would highly appreciate it if you came into my folds willingly. Perhaps I can bribe you with a small token of affection. I know you want to see your mother. I can give her back to you. All you have to do is join me? Something of a Quid pro Quo. In fact, I will be even more of a gracious host. I will return your mother and your friends to your comrades, unharmed and in your mother's case, un-altered. I will even take another step to say they will remain unharmed until my conquest is complete and I leave your planet. What do you think of this Rogue?

"I do not trust your words."

"Fine, as an act of good faith let me give you your mother back. Perhaps that will change your mind."

Rogue was taken aback at this offer. Despite what she heard, she was still her mother. The entry she had come in from closed off behind her and a new one opened up next to the King's throne. She could hear a wet sloshing sound from the shadows of the new doorway and watched as large creature shamble out before her into the light. Rogue's face showed shock and tears readily formed as she took in Mystique's altered form. Rogue feel to her knees in tears before the monstrosity. As she strode in the door vanished back into a fleshy wall sealing the room.

The new Mystique looked nothing like her former self save her skin color and unmarred face that smiled wickedly at her daughter. Her body was grossly bloated and she carried herself in a manner of beast. On all fours she walked strongly despite the size she now bore. Her legs were pure muscle and her feet resembled the demon's clawed appendages. Three whip like tails flickered behind her frame and six highly engorged breasts hung with firmness on her shape. Their nipples leaked a milky white liquid that left a trail behind her as the dragged across the floor and was probably responsible for the slashing sound under her feet. Resting between her set of three tits was an enormously barbed penis that dwarfed the Demon kings members by a few feet and girth. The cock's head was flared like a horse and more, although thicker, white liquid frothed out from its tip.

The King looked pleased with himself rising from his throne. He walked over to Mystique and rubbed a dark clawed hand across her backside. Mystique moaned and purred at his touch. Rogue got back to her feet, her hands clenched into white knuckled fists. "Careful, Rogue. I am a being of my word." He paused and looked Mystique over. "Isn't she magnificent? Who knew her powers and my own blood could have produced such a fine mother. Oh yes. She is indeed both a mother to the two of us now and I would like to congratulate you with the news that you have many siblings in my ranks." He continued to walk around Mystique as he talked to Rogue until her was fully behind her.

Grabbing his dual cocks with his hands, he pulled them down and sunk them deep into Mystique's swollen and gaping pussy. It was almost as dark as the demon's skin and easily could have taking six more members of his size and length. Between the space where her own cock had grow was a massive clit that protruded out several inches and mirrored her penis in flared and barbed description.

"GET YOUR HANDS OF MY MOTHER!" Rogue could take no more and jumped at the Demon king with her right first outward. She struck him true across the jaw and caused his face to turn slightly away. He then laughed at her as four thick tentacles sprouted from his chest and slammed into before the wrapped around her waist and held her in midair. She grabbed at the tendrils and kicked in the air as she tried to rip them from his torso. But nothing happened. She had no strength and more importantly she wasn't absorbing him.

He watched her astonishment with a smile as he continued to plow the bestial Mystique. "I bet you wondering why your powers are gone. You can thank me for that. I am more highly evolved than my minions that you torn asunder; with a smile I might add. I have my own set of powers and one of them seems to counter a mutants innate abilities. That is another reason why you mother is stuck in this form. I've had many a nights with her; constantly molding her body and mind until she no longer wanted to change back. I don't even need to keep it on around her anymore. But for you, I would dare not let you touch me. With this gift, I was never in any real danger from you.

He closed his eyes and groaned as he neared climax. Mystique leaned forward and pushed against him as her tails wrapped and squeezed her teats. Rogue could see the Demon king's balls expand and heard the churning torrent inside them. The Demon king filled Mystique with a flood of hot cream that splashed the fleshy ground with the little bit that seeped out. Mystique groaned as well now and her shaft erupted too covering her daughter completely in heated white goo. Rogue was helpless and defeated. She lowered her head so she could not see such a sight.

"Aw. Take heart my dear. While your mother is my deliverer, you shall be my prize. I have quite a plan for you. Rogue lifted her head and hate filled her eyes as she stared at him. He pulled his semi flaccid members out from Mystique cunt; a river of sperm poured out freely onto the membrane floor. His two members hung down and dragged across the floor. Then he grabbed Mystique's clit and stroked her off. Soon it came, but instead of a gush of hot white fluid, five bluish green orbs popped out from its tip.

He grabbed them in his hands and walked over to Rogue now. He showed them off in front of her face. They were about the size of a golf ball and gave off a smell that was strangely pleasant and alluring to her yet heavily drenched in sex. "Perhaps you thought I was going to rape you into submission. Well worry not, while I would love to fuck that ass and cunts of yours, my cocks are not a method to break you with. These eggs will be."

"I know how you can temporarily absorb energy and that you can willfully dissipate it. These eggs will guarantee that won't be a problem. They will infect you and once they take hold, you will willingly take many hosts. For your own body will begin to produce these same infected seeds. Once you pass them onto others, they will begin a simpler change. You will by my wolf in sheep's clothing, to quote your kind. Your body will be like mine though. I choose this form because you earthlings found it pleasing and attractive. You have no idea how many of your people willingly gave into their desires at just the sight of my body. Yes, you too will prey upon those desire's with a body of peak feminine attraction and yet some masculine properties well." He laughed and grabbed at his cocks as he said the last part.

Rogue once again resumed her struggling but the Demon king simply strengthened his grasp until she cried out in pain and gave up. "That's a good girl. Now take your medicine."

He knelt down as his tentacles left her waist and moved to her wrist and ankles one by one. Spreading her legs apart he took the first egg into one hand and spit on it. Then he spread her cunny lips apart and spat against them too. His saliva was hot to her exposed entrance and produced a mild sting of pleasure that she failed to hide. He smiled at that as he pushed the egg in easily. He pushed it deep inside and Rogue cried out at the intrusion. She could feel the egg doing something as it dissolved and coated and bonded to her vaginal walls. The demon king did the same thing against her asshole and slipped the next egg in with just as much ease. Again she felt is tingle and bonding inside her anal cavity. He legs kicked as sparks of pleasure erupted through her lower body and he pussy grew wet.

"I thought you would like that. I cannot wait until you come back to me fully changed into my equal. I wonder who will worship whose cock."Mystique's tongue was now wrapped around her massive shaft as she watched her daughter get assaulted. She also thought of such ideas.

The Demon king stood once more and took the third egg into his hand. Then he lifted a finger to Rogue's exposed and hardened nipple. A think tendril shot out and penetrated her flesh. Despite the eggs pleasuring, Rogue cried out in pain as her flesh was pulled apart. Thick streams of blood pooled down her chest and belly from the penetration. "I am sorry my dear. Sometimes I forgot your kinds low threshold of pain." A barbed tongue shot of from his mouth and struck her in her jugular. It rapidly pumped a fluid into her blood stream. Rogue immediately calmed down as the pain dulled and then died. "Do not ever say I am without mercy. Now, where was I?"

He then broke the slender finger tendril into three parts that stretched her nipple wide into a gaping hole which he pushed the third egg into. Then the tendrils formed back into one and pulled out. The blood stopped flowing and Rogue began to moan as the third egg took hold in her fatty tissue. A dark blue hue glowed under her pale flesh. He did the same to her other nipple and planted the fourth egg. Then he looked into her eyes. Her cunt was rapidly producing fem juice and her nipples had started to leak a thin stream of blue juice as well as the eggs fully situated themselves in her flesh.

"Be a god girl and say ah." Rogue obediently did so. He popped the final egg into her mouth and her lips closed around his finger giving it a gentle suck. He cooed at her gesture. Then the last egg went to work and wrapped around her tongue and downward into her throat.

With the eggs full implanted he opened the balcony once more and stepped forth into the night air. "You shall be my queen. Now, go forth and do my bidding." With that he tossed Rogue with such strength that she was completely out of his sight in a matter of seconds. Then he turned back into his chambers, his cocks once forming a hard erection as he walked over to Mystique. The wall to the balcony closed once more.

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Jubilee groaned as the demon continued raping her for what had seemed hours. Every ounce of her clothing was torn in shreds. Her body was entirely covered in demon jizz and her holes were gaping and still filled by the demon. The aphrodisiac from its pre had long ago worn off, but her body was in full betrayal and in full enjoyment of being pillaged. The demon's shaft was fully lodged down her throat and its two feet of length was coiled in her belly. Its ass and tail were only centimeters from her face as it had turned around to get better access to her ass and cunt with its tongues which were also fully inside her. They had swollen twice more and completely filled her entrances but still slid in and out easily due to the excessive amount of seed in her. She couldn't see her belly, but knew that it was swollen and bloated from the demon's length and gallons of seed still being deposited in her. Her womb had long been breached as the tongue licked her inner walls eagerly and it felt as if the other one had fully burrowed through her intestinal tract and was coiled in her stomach as well jacking its own shaft off inside her.

Her body spasmed for the umpteenth time as another orgasm rattled her and drove her into a higher euphoric state. She felt the heated rush of cream gushing down the demon's penis as more exited into her ravaged frame. Then suddenly, with a painful racking, the demon and its cocks were no more. Jubilee chocked up several pints of sperm and breathed deeply thankful to be free of that blockage. Despite her freedom, her body was too worn out to move and finally she passed out.

Several more hours passed before Jubilee began to wake up. Her body was sore and wet and cold now, but most of the demon's seed had vacated her holes. With a groan she tried to sit up and managed to after a few minutes. She remembered something heavy hitting her before she passed out, so she looked around. She immediately saw what was left of the demon that raped her. "Serves you right bitch!" she said as she stumbled to her feet. Then she went over to its mangled form and summoned all of her strength to kick the carcass. A large chunk of its flesh soared out from the mangled rest and flew several feet away. Jubilee watched it fly with satisfaction. Then she noticed the body that it hit. She ran as best she could to the body to see if they were ok. She was very surprised when she found Rogue naked almost pure blue.

She knelt quickly beside her and grabbed onto her shoulders. They were cold to her touch, but more importantly Jubilee didn't feel the usual drain. Still, she yanked her hands free fearing her powers. Then she thought; if her powers weren't working, then it might be too late. "Please don't be dead Rogue," she said as she grabbed her again and rolled her over.

Jubilee released a sigh of relief when she saw her chest rising and falling. Aside from her blueness Jubilee didn't see anything else out of the ordinary. She shook her a few more times before Rogue's body put a hand on her and pushed her several yards away forcibly. "Get away from me, now!"

Jubilee was startled and a few tears trickled down her cheek as she feared for her friend who was now convulsing before her. She watched in horror as Rogue's scream filled the area and her body began to change. It started growing larger and denser as bone shattering noises sounded from her frame. Her breasts grew larger than any Jubilee had ever seen and her nipples grew out several inches leaking a steady flow of blue ooze. Her skin took on a deeper tint of blue and displayed of a well defined muscular shade hidden under a sleek composition of curvy flesh. Several horns sprouted up out of her hair and forehead as her hair also became something of a sinewy mess of snakelike tendrils. One even maintained her white streak as the rest were dyed into a deep violet.

Rogue picked herself up onto all fours as her screams turned deeper and more guttural. A long forked tongue shot out from her mouth as a thick spaded tail emerged from her backside just above her ass. It whipped through the air as long slender claws erupted from her feet and hands and dug into the earth. Rogue pounded the ground with a closed fist in pain as a pair of slender batwings sprouted from her back. They quickly curled up and rested on her backside following the curve of her spine. Slowly her screaming subsided and she gathered herself to her feet.

Jubilee didn't know whether she should be in awe or shock as Rogue towered above her. She sort of reminded her now of She-Hulk, if only Jennifer was demonic, blue, and violet. Jubilee
stayed on the ground as the new Rogue looked at her. Suddenly, her image seemed to vibrate and then she was gone. Then, in the next second, she was back only now she stood directly in front of her. Jubilee lifted her head up. First she noticed a slickness to her that caused the little light to reflect off her skin. A blue trail of juices and ooze leaked steadily from her nipples and cunt that gave off a strong odor that clouded her mind. She stank heavily of lust and sex and Jubilee found herself reaching a hand toward Rogue's thigh as she looked into her golden, feline-like eyes.

Rogue placed a clawed hand on Jubilee and grabbed the top of head firmly. This attack broke the trance temporarily. Jubilee screamed, but her screams grew muffled as Rogue shoved her face into her crotch. Her blue cunny juices splashed across Jubilee's face and soaked rapidly into her pores bringing her back into her previous trance. Jubilee's muffled cries turned into lustful moans as she started lapping Rogue's violet lips and clit. Her clit grew thicker and longer and pushed into her mouth. It continued to extend down her throat, causing it to bulge out at the invasion. Rogue's blue cunt juice flowed freely down her throat and drove Jubilee's wants higher. Her own pussy became extremely wet and started running down her body where it mixed with more of Rogue's liquids under her knelt body.

Rogue raked her claw through Jubilee's hair with closed eyes and murred to herself as her clit grew deeper down Jubilee's throat and stomach. She shuddered momentarily as her cock-like-clit ejaculated inside Jubilee's belly. Thicker splashes of blue goo splattered against her face from Rogue's cunt and Jubilee's belly expanded out from the sheer volume of seed. Blue ooze tricked from around her lips and ran across her breasts. Jubilee moaned loudly as her skin grew warm. Rogue grabbed her head with both hands now and began to fuck her mouth. Her clit-cock even resembled a cock more as thick veins became visible as she pulled out a few inches at a time before ramming her member back down her throat. Her hair sprang to life and two thick tendrils wrapped around her massive mammories. They squeezed tightly around her blue orbs and caused her nipples to spray thick stream of blue with each clutch which poured down into Jubilee's hair.

This only continued for a minute or so before two more of her hair tendrils wrapped around Jubilee's ankles and yanked her frame skyward until she was in a upside-down spread eagle position. While she continued to rape her face, Rogue's tongue shot out of her mouth and plunged into Jubilee's pink snatch. Her lips sucked passionately against the pink folds as he tongue grew thicker and began to fill her pussy tunnel fully. Her womb was quickly invaded and soon to that became filled with Rogues inflated tongue. Jubilee came hard and ejaculated her own fem juices across Rogue's demonic face. Slender tentacles sprouted from her face and sucked the juices off eagerly. Then they subsided back into her flawless skin. Another small twitch in Rogue's body indicated that she came again. Jubilee's belly surged forth into a more pregnant size as blue juices shot out of her nose and sprayed from around the corner of her lips. Her throat distended further as something more solid slid past between her lips and emptied itself into her belly. Her body started to take on a blue tint.

A similar bulge traveled through Rogue's tongue and squeezed its way through Jubilee's already filled tunnel and deposited itself into her womb. Jubilee's pussy started to take on a violet hue and her cunt and internals grew slightly more flexible allowing more of Rogue's tongue to invade her chasm. Jubilee grabbed her tits as Rogue kept her suspended by her hair. Then she felt something pressing against her asshole. Rogue's spaded tail had curved over her head and was now forcing its way into her ass. Soon the rubberlike spade was buried inside her colon and pressed in deeper as more of her tail vanished. When her tail reached two feet she began fucking her ass with slow long thrusts. Jubilee took one hand off her tit and grabbed at her clit which was beginning to grow out.

Rogue began shaking again and this time she stumbled to her knees and then elbows as her third climax hit her. Jubilee hit the ground causing a splash of blue creme to splatter about the two as her body hit a large puddle of juices on the ground. The demon Rogue and turning Jubilee remained in a 69 position as Rogue came again. Her clitcock thickened further and stretched Jubilee's jaw wide as another seed and gush of creme flooded her throat and stomach. Slowly Jubilee's mouth began stretching out into a maw. Her skin darkened slightly further than Rogue's and began to grow patches of light blue fur as her womb took another egg and the first slide down Rogue's tail and into her intestines. Jubilee's clitcock grew enough that she could grab it in her clawed paw that used to be a hand. Its tip tapered off into a canine point and a knot began to grow at her base while a nub of a tail formed above her ass.

Rogue pounded her hips harder against Jubilee's muzzle as she sought to fill more of her changing body out. Her nipples parted open and two slimy, violet, fleshy tentacles slithered out and attached themselves to Jubilee's furry blue nips. A slender spike shot out that dug into her flesh. This caused Jubilee to cum hard and she sprayed her stomach and breasts with thick purple cream that shot out from her knotted clitcock. Another set of breasts began to grow just under her first and then a third set under that. Two more pairs of tentacles spilled out from Rogue's nipples and shot a barbed tip into Jubilee's new nips. The six tendrils then began to burrow into her furry flesh. Blue juice leaked profusely from the penetration and Jubilee's six teats began to swell. Soon Rogue's tendrils had fully penetrated her nipples and slow began a rhythmic pattern of fucking her soft flesh.

Rogue clawed once more at the ground as new eggs began descending through the tentacles from her nipples. They stretched Jubilee's nipples wide as they slid into her flesh sealing her fate.

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Rogue grunted and Jubilee moaned and whimpered as their lustful debauchery continued. Both girls came and orgasmed several times over the next few hours as Rogue's seeds permanently altered Jubilee's mind and body. The Demon king watched fully entertained and aroused as he emptied another round into Mystique. His queen was more than he had hoped for. Not only did she match his beauty and lust but she was able to create new stands of minions for his future use. These hellhounds would be a welcome addition to seek out further captives and he couldn't wait to test this new model out for himself.

He watched Rogue come one final time filling Jubilee already engorged frame to her max. Then she pulled her cock, tongue, tail and tentacles out from the new hellhound with a loud, sloppy pop and a torrent of blue seed that sprayed the air in slick mist. Her tentacles coiled back into her nipples and her clit shrank back down to a manageable size, but was still larger than an earthly female. Jubilee's new canine form was grossly swollen with Rogue's demonic cum and she pawed at the air as she attempted to stand herself up. Rogue helped flip her over onto all fours as more cum vacated her holes and nipples.

After most of the seed was egressed, Jubilee pushed herself onto two legs; her fully formed tail swung behind her and her twin knotted members slowly shrank back into her double sheath. Looking more like a Lycan than a dog she shook her body violently shedding the excess juices from her fur. Her six teats jiggled full of creamy cum; her top pair being the largest jiggled more than the other sets. She began sniffing the air.

"What do you smell Jubilee?"

"Another bitch. It smells like Shadowcat. I would love to fuck that 'pussy'."

"As would I. Lead the way and let's increase our ranks for out master."

Jubilee howled and dropped back onto all fours as she ran out of the junkyard and into the night. Rogue uncoiled her wings and took to the sky hovering above Jubilee as the two began their hunt. The Demon king returned to his throne greatly pleased with this night as new portal opened before him showing a ravaged form of the one they called Storm.