Susan

James was really enjoying the view in front of him, the most popular girl in school, completely naked and on her knees staring at his huge penis with a determined look. Susan was short but her figure was that of a model with perfect breasts and ass with a tiny waist and blonde hair, her clothes were on the floor right next to her, she had neatly folded them since she hates a mess. Yui was on Susan's shoulder with a big smile and her gaze shifting from James penis to Susan's face, waiting for something to happen.

"Well don't just stare at it, move on already..." said James who was starting to get impatient.

"Calm down James why are you always in such a hurry, I'm trying to prepare myself, otherwise it will be like last time!" scolded Susan. James sighed.

"Ok I'll get closer" continued Susan while slowly moving her head towards James penis. Yui started jumping from excitement getting even more excited as Susan got closer. Once Susan's nose was a fraction of a second away from touching the penis' tip she suddenly shut her eyes and moved her head away while still on her knees, Yui's face shifted from excitement to disappointment. "The smell is just too strong James!" she said while pinching her nose "I feel like I would faint just from the smell, how am I supposed to lick it" she whined.

"Also you need to put it completely inside your mouth" said James in case Susan forgot.

"I'm sorry but its impossible James I just cant!" replied Susan. James sighed again.

"I told you so... I knew this was gonna happen when you said you could do it, you have no experience" said James.

"I get it already, you were right! you don't need to rub it in my face I feel bad already, I'm supposed to be your girlfriend but I'm such a coward that I can't do anything naughty with you and you are forced to masturbate all day long with that crazy libido you have" said Susan while wiping a tear from her eye.

"Alright alright calm down already that's why Yui is here remember?" said James consoling Susan. Susan Sat down crossing her legs since her knees were hurting and looked at her shoulder were Yui was standing and said "I guess if you say so, I don't know much about magical things since its so rare, nowadays its pretty much useless to learn about it other than as a hobby".

"Well I learned about it in some games, its a popular theme you know..." said James.

Now Susan sighed and said "of course you got it from a game when do you even read books...". James wasn't affected by that remark, he thinks its true anyways.

"It's reliable enough, now Yui go ahead and and help her out, I know I can count on you to bring out Susan's female instincts!" said James to Yui while smiling.

"What does that even mean? I just can't see a lady enjoying this" added Susan.

"I'm not really sure, I just remember something like that, but you are supposed to get better at sex or something and it affects males and females different" replied James.

"So you don't even know... why am I even going out with a boy like you..." said Susan lamenting for herself. James smiled.

"Because I won you over remember and you are a graceful loser" he said.

"I know I said I would be your girlfriend if you could beat my math exam score but who would believe you had bad grades because you didn't have a girlfriend..." Susan replied.

"Yeah I don't really study since I spend all my time masturbating but once I set my sights on that exam it was easy to beat you" said James with a smug smile.

"Still I am the top student at school and you beat me just from studying once... I guess you would have a lot of potential if you could get that libido under control..." Susan looked at Yui and sighed. "Lets do this already, I need to leave soon to tutor some of the girls from class that asked for my help" said Susan to Yui.

Yui nodded while smiling at Susan, this made James wonder if Yui even understood Susan correctly considering Yui can't speak but after what happened next his doubts disappeared. Yui jumped and started hovering in front of Susan's face, the heart shaped mark on her abdomen started glowing which made Susan curious but she was interrupted by the dust coming off from Yui's wings which fell on her face making her shut her eyes closed. After Yui seemed finished from releasing her dust on Susan she flew towards James and landed on his shoulder.

"Did it work?" asked James. Susan coughed a little and rubbed her eyes.

"I don't know" she said "I don't feel very differe..." she suddenly became silent and fixated on James penis which was still exposed.

"Susan?" probed James.

"Oh sorry!" said Susan coming to her senses "I just can't stop looking at your 'thing' for some reason" she said while blushing heavily. Susan noticed James was looking at her which made her embarrassed and looked down.

"... Anyways I will try again, I feel like I will be able to do it now..." she said on a soft voice while still looking down. She got on her knees again and looked up to James penis.

"Wow.. you somehow look so feminine now" said James noticing Susan's face was flushed red and shiny and had a much more embarrassed look while staring at James penis, he also noticed her posture was a bit different than before, her feet and legs were more close together and she was crouching a little in a submissive position. Susan's new appearance made James erection much harder which Susan noticed making her even more embarrassed.

"It still smells the same but now I feel like I want to sniff it more for some reason..." said Susan while discreetly moving her hand down to her vagina and started touching herself "Its making me feel very hot down here". The sight of Susan naked on her knees masturbating while sniffing his penis made James penis fully erect which made its tip reach Susan's lips since her face had gotten very close. James thought the sudden kiss his penis had given her would make her recoil but instead she started kissing his penis back and started using her tongue to lick the tip. James grabbed Susan's back of the head and started pushing her head towards his penis, Susan immediately opened her mouth as much as she could to allow it to enter without resistance. James felt how his penis entered Susan's throat which convinced him that the fairy dust was working since, other than an occasional moan, Susan seemed to not resist James at all considering she couldn't even lick his penis before and now she was deep throating him. James started getting rougher pulling Susan's head away from his penis until just the tip was in her mouth and then quickly pushing her head all the way until his whole penis was in her throat, James was being so rough that a clapping sound was made when Susan's face hit James balls. Once James was about to cum he used both of his hands to push his penis as deep into Susan's throat as he could, Susan feeling what was about to happen increased the intensity of her hand touching herself. James and Susan came at the same time, Susan's eyes rolled back as James semen poured directly into her stomach. James knew his ejaculation lasted more than the average guy but he was still surprised at how long he kept ejaculating inside Susan's throat. Susan had lost all her energy after cumming and was letting James do the work of holding her up while she focused on letting all the semen inside her stomach. Once James finished ejaculating he released Susan's head and she fell on the ground unconscious. Yui giggled and flew towards Susan's face and began licking some semen around Susan's lips, once she finished cleaning all the leftover fluids she flew back to James shoulders and gave him a smile while closing her eyes, James then smiled back at her and patted her head with his finger.

"Good girl" James said to Yui, then he looked towards Susan and said "You are a good girl too Susan".