Beholden Lust

Story by Lapsa on SoFurry

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What happens when a beholder has wet dreams? Well...those dreams have a way of becoming some-one else's nightmare...or blessing in disguise~

A poor team of adventurers running into a beholder. Completed YCH for devilwolf1984! I hope everyone enjoys!

Story by me.

Characters to devilwolf1984 Also, if you like this story, be sure to check out my others. And don't be afraid to donate if you want! You can donate via paypal (ask) or on my Patreon > Here!< or my ko-fi > Here <


Beholden Lust

By: Lapsa

For: devilwolf1984

"Something doesn't feel right...everybody keep an eye out." Eamon spoke, his black-tipped blue vulpine tail swishing anxiously behind him as he walked ahead - heavy armor clanking with each step as the rest of his two party members trailed behind him.

"N-not right?" The cleric asked as she shuddered, the light flickering a bit as she tried to keep her legs steady, her reptilian tail almost moving between her legs.

"Quiet - both of you!" The black-furred wolf spoke - her voice harsh but whispered, blade now drawn as she hurried her steps to match with the paladin's own pace. "Eamon is right. This place should be crawling with goblins right now - where are they all?"

"Keep that light steady - chamber up ahead. Eva, with me." The flickering stopped as Eamon and Eva halted in front of the entrance - eyes scanning the room together for any signs of movement.

"Dante, you know what to do."

"Of course, brave sir Restin." The cat chuckled again as the ball of light from his hands rushed past both of the warriors, the chamber before them lighting up with the bright orb that now sat in the center.

Eamon would motion as soon as it hung steady in the center, moving into the room himself as the wolf took the other end - the mage behind them both trailing at the entrance with his hands raised as arcane sparks left them. The two warriors would barely manage to get more than halfway through the room before their ears would perk with the sudden cacophonous flurry of cackles and blades.

"It's an Ambush!" Both warriors would raise their weapons up for a fight as a horde of goblins poured into the room - the light from the circle turning a crimson as it morphed into bolts of fire.

"W-What in the hell? Is that--?" Eva would just barely let the strange sight of the creatures distract her as they came into view; oversized breasts, cocks, and butts seeing the tiny creatures stumble and fall as they tried to rush forward - their disproportionate frames making them little more than fodder.

"No time to worry about that now, fight!" Eamon let out a loud grunt as he swung forward, already cutting down wave after wave.

The battle itself would be easily fought as the barely armed hordes charged forward, hobbling along as blades of steel and bolts of fire cut their nearly endless numbers down little by little. It would only be a few minutes of the useless assault before an echoing growl through the chamber sent the twisted creatures running - a few more felled by their own lack of dexterity as they were crushed beneath one another in their desperate retreat.

"Ah~ More visitors~?" Another growl echoed as a voice rang out, guttural but giddy, shifting into a more soothing tone by the end as the party watched on as a pink hue slowly came into view from down the hall. None of them would let out a word as even Eamon seemed to slink back - his heart pounding in his chest loud enough to make the faintest sound against his armor. They'd all ready themselves in silence for another battle - this one building itself up to be bigger than the last.

Their preparation made it all the more surprising at what finally rounded the corner - the familiar features they had braced themselves for twisted and misshapen into something far more horrifying. They looked on at the familiar round body, the single eye on its head and the mouth curled into a devious toothy grin - but the similarities ended there. Eye-stalks were interspersed with twisted phallic tendrils, some ending with cocks while others resembled onaholes as they wormed and snacked about on the creature's head - a pink hue to its skin that seemed to glow in the dim fiery darkness.

"Mmmmmmm...you all look so much more...substantive than those pathetic little goblins~" The voice rang out again, the beholder's grin not moving as the words boomed inside the minds of each of the three adventurers. "You'll make much better toys~!"

"N--" Eamon took a step forward, mouth moving to speak before his words and movement were cut short. He'd just barely see out of the corner of his eye his two other companions frozen in place as well, the same bright pink glow around their bodies that surrounded his own.

"Just look at you~" The fox would slowly find himself lifted into the air as the armor and clothing fell from his body to reveal his naked muscled blue-furred form beneath, the beholder licking its lips as it seemed to appraise him. He'd find himself there under its gaze for a long time, drawn so close to it that those lewd twisted tendrils were nearly slapping against him before the pink gaze would grow even more intense on his form. "You'll do nicely as the first~"

The seconds that passed would fade into eternity as Eamon's body was flooded with an overwhelming pleasure - his eyes would be forced onto the beholder's own piercing pink gaze as the feeling tingled over every inch of his body. He could feel it starting to push into his mind, worming its way inside of him as a numbing pink haze whispered lustful thoughts and sickening fantasies on its way through his mind. He'd be bombarded with promises of pleasure as those tendrils carried on through his thoughts, leaving the fox completely helpless as the gaze grew deeper and deeper to unravel his darkest most hidden desires.

"So strong...but so vulnerable~ I can see that now~" The beholder's voice, now ringing even louder than before, echoed through the fox's mind. "Don't worry, my little toy. I will make you what you've always dreamed, my little sissy toy~"

"No need to think, no need to fight it~" The fox tried to grunt under his breath, trying to resist against the hold on him as his heart started to beat even faster. He'd barely get more than a passing chance to resist the powerful mind-warping will of the creature's prolonged gaze - each dissenting thought now being burned away by the terrifying visage before him as it seemed to cover every inch of his vision. The drive to fight was already starting to flutter away, little more than a soft mushy cold that seemed to drain from each part of his body.

"Such a good little kit~ This is what you want~ No need to fight, don't want to fight~" One of the tendrils brushed against the fox's crotch, the tip of a red shaft starting to push from the sheath, Eamon's eyes now taking on a more glassy pink hue. "Just a mindless sissy kit, just a toy for your master to enjoy~"

Memories, experiences, and hopes would all slowly be pushed away by those sweet words as they continued to echo and repeat - slowly supplanted and replaced as a chorus slowly filled their place. The fox would find himself even mouthing the words from within the hold of the spell, mind collapsing under the weight of the beholder's own. Every bit of who he was inside would be twisted and distorted into a shell of its former self - those deep desires he had long since repressed brought to the surface and given new life by some vile arcane arts.

The beholder's changes wouldn't stop with the fox's mind though, all thought gone from Eamon's head by the time he would even begin to feel the tingling sparks of arcane energy across his fur - entire form soon shimmering in a blindingly pink light. Each of his companions were helpless but to watch on as it happened, his body changed in that prison of pink; toned muscles softening away into a lithe feminine form, once bulky figure no more as his hips widened and flat rump filled out to give his frame a noticeable lurch. Even the masculine rugged features of his face would be wiped away and replaced entirely as his lips plumped, scars vanishing as the normally hard scowl almost always on his face was replaced with a doey dumb smile - now erect, and smaller, cock between his legs throbbing and dribbling pre from each spark of pleasure that each change had brought.

"J-just a dumb little kit...j-just a sissy little toy...g-g-go-good sissy..." By the time the light faded the fox would already be on his knees on the ground, barely recognizable and mindlessly muttering the words still reverberating through his thoughts. The beholder would look on with that same twisted grin for a while longer before turning to the other two, a futile attempt at dispelling the beholder's otherworldly magic from Dante drawing the creature's attention.

"Oh~ Look at how playful the little kitty is~" The monstrous abomination let out a ghastly chuckle that seemed to shake the rotted walls of the chamber as it moved over to its newest victim. He, too, would find himself lifted into the air as those tendrils slithered along his robes and fur - leaving trails of something slimy and putrid as the khajiit let out a muffled hiss. "Such a mastery of the arcane arts...but you won't be needing that anymore~"

Dante would feel his gaze drawn to the beholder's own as the same pulse of pleasure that had coursed through the fox's own body now rippled across his own. The same overwhelming pleasure would have the same effect as it assaulted his mind - tearing at his thoughts with a singing heat as the beholder's own will pushed through the softening mushy resistance.

"No need to fight~ You'll feel so much better when I'm done~" The same sickly voice crept ever deeper into his mind as it echoed around like a twisted chorus. "Everything will be so much more simply; no worries, no fears, no desires~ No thoughts at all~"

A pink heavy fog would slowly leave the beholder's grinning mouth, slowly wrapping around the feline and pushing into his very being - flooding his mind with a thick haze that seemed to ignite with the sparks of lust dancing up his spine. He'd feel his cock press against his robs, pre already leaking from the tip as he desperately tried to fight against the pleasure melting away at his mind and will - all the while feeling the beholder push deeper as it mocked and taunted.

"So happy, so free~ No need to think, no need to have the burden of all that knowledge." The eye once again grew an intense shade of pink. "Just mindless bliss, so free, so light~ You can't help but want it~"

"M-mindless...h-happy..." The words would leave as mumbled whispers as Dante's eyes clouded over with a pink aura, arcane sigils and mysteries fading from his mind - burned to a blackened crisp before dancing around with those mocking words.

"That's right, just mindless and happy~ Nothing remaining, no knowledge, no skills, no power~" The feline would feel his grip fading from his mind as a inky blackness began to engulf him from all sides - all the color and light and magic fading from his form. He could feel the sickening pleasant tingle going from his limbs up to his spine as every bit of power left - his grip on the arcane slipping away as more and more of his thoughts fell into that void.

"Mindless...h-happy...i-its...all gone..." The Khajiit would twitch as a few sparks of pain echoed through his mind, claws digging into his own thoughts to try to grasp at them uselessly.

"That's right, just let it all go~ Focus on how much better you feel, how much lighter you feel with that burden lifted~" The beholder blew another puff of pink smoke as the feline's clothes dissolved, the khajiit finally dropping to his knees as a hand went down to stroke his cock, tongue lolling from his mouth as the last bit of his mind left him with the spurts of cum that would coat the floor in front of him just seconds later - still mindlessly pawing even after as the beholder moved to the final of the three heroes.

"And what are you? Such power, the strength of a dragon in such a frail mortal form~" The beholder feigned surprise as it spoke, its tendrils guiding the wolf's chin up to its own face. "I can't wait to take it all, to leave you as the proper little pup you were meant to be~"

"N-nev--" The wolf barely managed to get more than a growl of the word out before one of the beholder's more phallic tendrils pushed its way into her mouth - a sugary taste flooding her mouth just as a wave of pleasure coursed through her body and mind. It'd be even more intense than the last two as her entire body quaked even within the beholder's grip - her slit already wet by the time it spoke again in her mind.

"Ah~ No fighting~ That power is simply too much for some dumb little pup~" The tendril began to move back and forth - sliding a little deeper each time as the wolf felt something draining from her - the beholder feeding on her very soul as more tendrils caressed across her body - sliding in each area they could to rub and grope at her. "Mmmmm~ Simply too much~ You'll be so much better without it~"

Eva gagged on the tendril as it pushed deeper and deeper - just like the echoing voice mocking her amid her thoughts. She could already start to feel her body grow weaker - seeing her soul siphoned from her body in the periphery of her vision. Even her mind itself would not be spared as the beholder's magic seemed to steal even those - memories and experiences draining from her mind as she tried to fight it, racing the hungry gaze of the creature across her thoughts.

"Just a bit longer~ You know you can't fight~" The taste would become even more overwhelming as the black furred wolf tried to bite into the thick hide, doing little more than earning the beholder's wrath with a psychic sting through her mind that cracked away at her resistance - the hunger tendrils sliding even faster amid her thoughts now as they wrapped around her will, holding it steady as they violated every inch of her mind. "Such a naughty puppy~"

Painful seconds would see the helplessness grow as her jaw went slack, even the friends around her now faded from her mind in a blurry pink smudgy stain that itself would slowly be licked clean by that grotesque tongue. Eventually though that painful sting would subside as the tendrils slowly retracted, a husk left in this place as the last bit of her mind dissolved away.

"So close~ Not much left now~" The wolf's eyes drooped into a dull pink as the tendril pushed all the way back against her throat - letting loose a torrent of pink sticky seed into her throat before pulling back, letting her now lax lips and muzzle take the rest before sliding it down over her body. "There we are~ All gone now~ Now, to fix up that body~"

The abomination's eyes would glimmer even brighter than before as it let its full depravity full unload onto the husk of a wolf before it - fully reveling in the helplessness of the fully broken toy. Lips still dribbling with pink gooey cum would plump up as the wolf twitched - features changing as a fire of arcane energy spread over her body. Once attentive pointed ears would droop, sharp teeth becoming softer, bright pink high-lights running down her black hair, scars and a harsh gaze replaced with the same doey smile that had consumed the fox's own expression so much earlier.

The changes would continue as the fire spread down the wolf's neck next - her rather flat breasts expanding instantly into a nearly gg-cup, armor and clothes dissolving away with the transformation. They'd grow even further as the fire continued, becoming almost too large for even the beholder's magic to keep Eva from sagging forward with the weight - a tongue lolling down as drool dripped to the floor below. Her toned body beneath wouldn't fare much better as a lithe form was turned into a soft chubby body - muscles almost completely gone as her sword fell from her buttery grip. She wouldn't be aware at all though as her hips expanded outward, ass now counter-weighing her massive breasts as her thighs thickened.

By the time the fires consumed her toes every inch of her former life's toll on her body would be erased. Even her fur would be a lighter shade - high-lighted with pink stripes that left an even more permanent mark on her. The wolf would barely be able to stand on her feet, even falling to her knees barely enough as her arms - freed from the beholder's magical imprisonment - grasped at her breasts as a few idle moans escaped her. All three would explore their new bodies and mindless bliss beneath the watch of their new Master, its mind already racing with what other possibilities awaited it with its new set of toys - and yearning for the next band to bring it more fresh specimens to unleash even more of its twisted fantasies upon.

If you enjoyed yourself, and the story, considering donating to my patreon: https://www.patreon.com/Kikikalani or my ko-fi: https://ko-fi.com/lapsaheartlocke every little bit will really help me out and let me continue making content for you all to enjoy!