Kate`s panties felt the biggest jolt of energy ever as the enchanted toy store had finished with Molly. They floated throughout the city looking for something else to enchant, spotting Caleb leaning against a wall with a devilish grin on his face. The panties felt the powerful force of magic coming from him, immediately feeling threatened by it. They tried to enchant his clothes to defend themselves, but Caleb had already shielded himself against the rogue magic.

"Well now, where do you think you`re going, my little friend?" Caleb asked as he vanished and reappeared behind the panties. "It`s time I kicked this game up a notch." He flicked his hand, and red lightening flashed from his hand--hitting the panties. Then a red ambient light glowed from the panties as the gathered magic was enhanced.

After Caleb was done, he dropped his hand and the panties started to fly away. They got about 15 feet into the air and then couldn`t move. They looked down and saw Caleb holding out his hand, grinning with his vampire like teeth.

"Oh no you don`t...I`m not done with you yet," he said as he chanted a spell to bind the panties' magic.

They fell into his right hand, and he slipped them into his right coat pocket.

Caleb teleported to Molly`s sex shop and walked to the front door. He raised his hand toward the door lock, overpowering the magic keeping it shut. Once inside, he saw Molly on the floor panting frantically, mercilessly being gang-banged by dildos and vibrators in all holes. As he got closer, the diabolical toys stopped and squirmed away. He bent down and pulled her up.

"Thank you so much," Molly said with a shaky voice. "I--I don`t know what the hell is going on...they all just came to life and started raping me. Even the intercom started talking to me."

"Here, put these on," Caleb said, holding out Kate`s panties.

"Thanks," Molly said." Just as she slipped them on, a jolt of energy filled her body, and she blacked out. A second later, Molly`s body stood up and looked at Caleb, confused.

"What did you do?" She asked. "Am I...human?"

"Never mind that, my pet. Consider it an upgrade," Caleb said with a lustful smirk. "Kate can`t reverse the enchantment while you`re in this form. Plus, as a human, she`ll be reluctant to kill you."

"But why would you help me?" I`m nothing but a rogue spell."

"Because I`m a warlock that feeds on the lustful desires of women," he said. "Think of it as a more efficient way to put food on my table--kind of a 'you help me, I help you' scenario. Just don`t betray me, because I`m more than capable of changing you back."

"Well then," she put her arms around his neck and smiled, "do you have a name for your little pet?"

"We`ll call you Penelope." With that, Caleb teleported out of the store.

"Hmm...I like it," Penelope said as she turned around to all the sex toys and lingerie in the store. "Flee this place, my children, grow my army!"

The door flung open on its own. Every article of sexy clothing in the store began filling out and forming outfits. A pair of crotchless panties were accompanied by a pair of net leggings, and a black lace bra when a trench coat floated out of the back room and buttoned itself around the skimpy underwear. The pockets of the trench coat filled to capacity with a variety of sex toys ranging from egg vibrators to dildos, and some leather gloves and a hat joined the ensemble. The outfit walked out the door followed by other similar outfits until the store was empty.

"Well now, that should gather me the sexual energy of the entire city by the end of the week. Now then, time to find me an outfit of my own."

Still mostly naked aside from the panties, Penelope opened the front door of the store and peeked out to see if anyone was coming. When she saw the coast was clear, she flew up to the top of the building and took a big whiff of air.

"This human body is nice," She cooed. "I can smell the essence of females all throughout this city." Just as she said it, she saw a hot blonde with short hair in her mid-20s walking out to her car in business attire, which consisted of a white button down shirt, black dress pants, and black high heels.

"Ooh, I like those clothes. They should fit me perfectly. I think I`ll let them have fun with her first though," Penelope said with a sly grin as she held out her hand. A gust of wind seemingly flew from her hand and hit the girl.

The girl felt the huge gust of wind and wrapped her arms around herself as she felt a chill. She looked around her and saw nothing.

That`s weird, she thought. Totally calm except for that one gust. She shrugged it off as nothing and got into her white ford mustang. As she started to drive off, she felt something flick her clit. Startled, she looked down and saw nothing.

"What the hell?", she muttered. She kept driving and felt something grope her left breast and swerved onto the wrong side of the road. "What the fuck is going on?!" She yelled. She pulled over and stopped the car. In a panic, she tried to get out, but noticed she couldn`t move. Both her arms and legs were pinned to the seat by some unknown force. "Somebody help me!" She yelled.

No one was around. She felt both her breasts being groped, and looked down to see her bra moving inside her shirt. The cups were contracting and squeezing her tits like a pair of hands. She gasped as the crotch area of her panties somehow molded itself around her mound and started massaging her pussy lips in a kneading motion.

"Oh, shhhhhhit!", she yelled, beginning to involuntarily soak her now living underwear. The moisture from her wetness formed into a tongue and dove deep into her pussy, flicking at her g-spot. The water based tongue spiraled and flicked inside of her as she gritted her teeth. "Fuuuuuuck!" She came hard, laying limp in her seat and panting heavily.

Penelope felt the magical jolt from the encounter and decided that it was enough for now. She floated down in front of the car. The girl`s eyes widened as she saw Penelope land in front of her, nude except for her panties. She had a devilish grin.

The fondling stopped for the moment, and the girl was able to move again. She quickly got out of the car as Penelope walked toward her. The girl tried to run, but she suddenly lost her balance when her high heels slipped themselves off her feet. Before she fell on her face, she started floating a couple inches off of the ground.

"Wh-what..." is all she got out before she felt her shirt begin to unbutton itself. The shirt forced itself off of her, and when she tried to grab it, she felt her pants unbutton and begin to shimmy down her thighs. "No, stop!" She protested. She reached down and grabbed her pants trying to keep them from sliding off, but she felt her shirt sleeve wrap around her wrist. Her shirt pulled her hands away from her pants and they slid off, revealing red lace panties. The pants filled themselves out, walking toward Penelope.

Penelope levitated above the ground and the pants floated up and slipped themselves over her soft legs. Still being stripped by her now living clothes, the girl felt her bra unclasp. She quickly grabbed the cups, trying to prevent the bra from flying off.

"Look, I don`t know how you`re doing this, you bitch--but you`d better stop!" As she yelled, she felt her panties tap her clit. Her hands flew apart just long enough for the bra to get away. It hovered over to Penelope and snapped itself around her, settling over her perky breasts.

"Mmm...you`re quite the feisty little thing, aren`t you?" Penelope giggled as the shirt buttoned itself around her. She beckoned toward the girl`s panties and they began to slide off. The girl grabbed the panties in a last ditch effort to keep herself covered and accidentally broke a thread in the waistband. "Let go of them!" Penelope yelled as she zapped the girl with a green lightning bolt.

The girl laid stunned on the ground as the panties freely slid themselves off. Penelope grabbed them and touched the broken thread with her finger, mending it in a flash.

"There you go, now--you`re okay." The panties filled themselves out and floated at Penelope`s side. The girl came to and slowly lifted her head toward Penelope. She began to whimper. "You know--that`s the first time I used my power out of anger. I`m not even sure what I did to you, but it serves you right." With that, Penelope flew away, leaving the girl naked on the highway.

She stood up, stunned at what had happened. She bolted to her car and got inside. When she settled into her seat, she felt something slide across her clit. She stopped and looked down, finding nothing there.

"What the fuck?!" She exclaimed. She slammed the door of her car and reached toward the ignition when she felt something start tapping her clit. She looked down and still didn`t see anything. She began to freak even more, frantically digging through her purse to find her makeup mirror. She held it under her crotch. To her horror, saw her clit moving on its own, her love button pushing itself in and out without any assistance from her fingertips. She dropped the mirror when she felt both her breasts move on their own. She looked at her chest, watching as something that looked like invisible hands kneading them. She reached down to grab hold of the phantom hands, but her own fingers passed right through the empty space as her breasts went on moving by themselves, squeezing and contracting at their own accord.

"What the hell did that witch do to me!?" She yelled. She felt her pussy lips move and start rubbing against her clit. The sensations were too much; she started bucking in the seat. "Haahhh, hahhhh, hoooooooooooly shit!" She screamed, coming again. Her body continued to fuck itself, and as she squirmed, she soaked her car seat. As soon as her juices came in contact with the car, her seat-belt clasped over her by itself, and the car engine turned itself over as the gear-shifter switched into drive.

"Oh fuck--what now?" She cried out as the car drove itself to an unknown destination, her body being tweaked and prodded the whole way there. Before long, the car pulled itself up to Molly`s sex shop. The girl`s jaw dropped when she saw a collection of sex toys outside her car, waiting for her.

----

It was sunrise, and Kate had fallen asleep on top of the spell book when she heard a knock on her door. She rose out of her chair and stiffly walked toward the door. She looked through the peephole, seeing girl with black hair and highlights. She opened the door and the girl grinned at her.

"Hi, Kate. Did you miss me?" She said.

"I`m sorry--do I know you?" Kate asked, confused.

"In some shape or form, I suppose. My name`s Penelope."

As Kate examined the attractive girl, a cold chill went down her spine. At Penelope`s side were a pair of red lace panties, hovering on their own.