Lilith was hanging out at Carls place while he was at work. In the time they have been together he has started to straighten his life out and be happy again. Lilith had a lot to do with that as she would have sex with him every night.
She was watching TV and relaxing when she heard a knock at the door. A little confused she got up and answered it. As she opened up she saw Doll standing outside but something was different about her. She had bright red hair and a strange smile on her face.
"Doll?" She said curious about this visit.
"Well hello Lilith! So lovely to see you." She said as she walked past her walking in to Carls apartment. "So this is where you've been shacking up. Didn't know you were the sentimental type!"
"What do you want Doll?"
"Oh that just it, I'm not Doll!"
Lilith was a little confused about all this as she could not sense her powers. "Who are you?"
"I'm what you wouldn't let Doll become! What she held back because of you, but now I'm free and I've been having a grand ole time!"
Lilith tried to use her powers against her but they seemed ineffective. Lilith was beginning to panic a little but was trying to keep her cool as to not let on she was weaker than her. "What do you want?"
"Thats easy, I want you!" Red replied as she moved closer to her. Lilith backed away until she was against the door before Red leaned in and planted a kiss on her lips.
Lilith didn't know what was going on but as soon as she touched her she found herself getting very turned on. Every touch was like fire on her skin and she didn't even object when Red began to undress her.
Lilith stood there naked as Red kissed her neck and worked her way down before she looked at Lilith's body all over. "Oh yes that's exactly what i want!" She said with a giggle before she grabbed both of Lilith's breasts. Her hands began to liquefy back in to slime and force their way in to her nipples. She locked lips with her again and started to shove her tongue down her throat as her whole body turned in to slime and entered Lilith through every hole that was available to her until she was completely in control of the succubus before her.
Lilith stood there motionless for a second before opening her eyes which were now bright red. She began to examine herself sprouting her wings and tail to see her full powers. She walked over to the mirror and looked herself over some more. She began to laugh out loud as she was in control of the succubus and was even more powerful than ever before.
She could sense everything, she could smell every male and female in the building and she licked her lips as now she had the power to create more succubi and build her powers even more.