Disclaimer: The Friends characters do not belong to me, but to Bright,
Kauffman and Crane Productions and Warner Bros, while Elvira is copyright of
Cassandra Peterson. The use of all these characters is not intended for
profit, only for entertainment.

Author's Note: Just a little something that came to me. I think it covers all
the unexplained elements and contradictions in Omega Phallic's account (e.g.
what is the point of calling it "Night of the Living Friends" if it is taking
place in broad daylight, as it has to be to fit the time of the funeral in
Friends 1,8?) - which does not annoy me nearly so much as Ross's Revenge,
since it is impossible to take it seriously.

Elvira Mistress Of The Dark/Friends: Part 2 - Revenge of the Mindless Sluts
(FF, FFF, FFFF, nc/con inc, oral, anal, ref to best)
by Exintaris ([email protected])

Elvira wept tears of pain as her anus was fisted vigorously by Phoebe, but
she continued to lick Rachel's juicy but sweaty cunt, not daring to stop for
fear of having much worse inflicted on her, the kind of things that she had
inflicted on Phoebe, Monica, Rachel, and Monica's grandmother Lilian.
Occasional glances to the side showed her that Monica and Lilian were now
being fucked doggy style by two of her wolves and were very much enjoying it,
to judge from their ecstatic faces and abandoned cries of pleasure, even
though in Monica's case this must be up the ass because of the cock Elvira
had endowed her with. Elvira herself could not deny that she was getting
enjoyment from licking Rachel's cunt, rich with the products of many orgasms,
but there was a strong underlying flavour of zombie come, the opposite of
tasty. She was also responding sexually, if against her will, to Phoebe's
fisting: her magic cock was straining painfully.

She cursed her own folly in deciding to expend her magical energies on having
fun with the three young women and with Lilian's ghost, which had fatally
weakened her. Could They, the masters she answered to, be punishing her,
even, for exacting such a monstrously disproportionate price for the minor
offence that Rachel had committed? Certainly, she had not expected Rachel to
retain some measure of intelligence - or was this because she was a natural
"mindless slut", and so not truly mindless at all?

Rachel had very quickly guessed one way to use the amulet. When Elvira had
jumped her, hoping to grab it back by physical force, Rachel had yelled "Get
off!", with the result that Elvira's body had been hurled several yards away.
Rachel had begun to experiment with simple commands while gripping the
amulet, which removed Elvira's clothing and forced her to suck a zombie's
cock while being sodomised by another zombie. Further commands dispelled the
demon that was still playing with Phoebe, and sent the zombies back to their
graves when they had finished with Elvira. Then, dull-eyed and unspeaking,
Phoebe had joined Rachel to participate in Elvira's further punishment, while
in their seemingly unending lust Monica and Lilian had brazenly enticed two
of the wolves still hanging around into screwing them.

Rachel's breathing was becoming rapid, and she wriggled under Elvira's mouth.
"That's right, you zombie-lover!" she cried. "Lick me good, lick me deep!"
Then she paused and seemed to stiffen, looking away; a glance behind by
Elvira showed that one of her wolves was now sniffing at Phoebe's ass. At the
same moment exultant shouts from Monica and Lilian indicated that they had
come once again.

"All right! All wolves go back wherever you came from!" Rachel shouted, and
they all vanished.

Monica sat up and looked at Lilian, who looked back. Some spark of
intelligence seemed to be communicated between them.

"Mom?" said Monica interrogatively, stroking her magic cock. Lilian nodded,
a rather malicious expression on her face. Monica got up and went over to

"Mom!" she said demandingly.

Rachel was now moaning continuously. Suddenly she shrieked and thrust her
crotch in the air with a deep groan of completion as she came.

"Why not?" she gasped as she fell back, then in a louder voice, gripping the
amulet tightly, "Bring - Judy Geller - here!"

A wine glass still in her hands, Judy Geller materialised. She looked around
her with amazement. Then the spores in the air had their effect, and suddenly
much enlarged breasts burst open the buttons on her shirt and coat. She
screamed, looking down at herself in horror, and dropped the glass.

"Mom," said Monica, and moved towards her determinedly. A wicked smile on her
lips, Rachel ordered, "Judy's clothes, begone!"

Judy's clothes disappeared and she was left naked apart from her shoes. She
backed away from Monica, looking at her in fear, but Monica moved forward
fast and grabbed hold of her.

"Monica Lilian Geller, let go of me this instant!" Judy cried, but Monica
took no notice, nor did Lilian, who had also seized her. Struggling and
protesting loudly, Judy was forced to her knees.

"Monica, I'm your mother!" she cried, now sounding panicky. "You can't mean
to do this!"

But Monica and Lilian went ahead with forcing her legs apart, and then
Monica drove her magic cock into her from behind. Judy cried out in pain but,
continuing to ignore her, Monica started screwing her lustily, while Lilian
began to handle her breasts more subtly, squeezing and stroking and playing
with the nipples. Judy groaned and cried out in a mixture of despair and
desire. She gave up struggling and began to moan, apparently in response to
the handling of her now very sensitive breasts. Her moans were soft at first,
then louder, and anyone watching would have noticed that she had started to
push back against Monica's thrusts. Just as Lilian pulled Judy's head down
to her crotch, she cried, "Oh Monica, fuck me harder!" Then her voice was
muffled as, with no reluctance at all, she began to lick her mother's pussy,
though it was not clear that she knew who she was.

Elvira only caught glimpses of this as Phoebe's fisting finally propelled her
to a body-shaking orgasm, including a massive ejaculation from her magic
cock, after which she curled up in a fetal position, utterly spent. Rachel,
who was clearly feeling the effects of her latest orgasm on top of all her
previous activity, seemed content to leave her like that. She and Phoebe
watched Monica finally getting payback from her mother with satisfaction;
Monica's face showed triumph, Judy's complete abandonment to pleasure.

"Good," said Phoebe, patting Rachel's shoulder.

"Well, I think so," said Rachel, "but what do we do now?"

Phoebe's brow wrinkled in an effort at thought, but she shook her head. It
was too hard for her now. She let her body slump, and seemed to be thinking

"Tired," she eventually said, very emphatically.

"Yeah, me too," said Rachel. She nudged Elvira with her foot. "Do you have
some place around here where we can rest up, even get some food and clothes?"

Elvira sat up with some effort. "My . mansion," she gasped.

Rachel nodded, then turned back to the Geller grouping. "No sense in going
anyplace before they're done," she observed.

It did not take long before Judy came, screaming with delight, as Monica, her
face ecstatic, hurled magic seed into her, and Lilian ground her cunt against
Judy's face, evidently stimulated to orgasm also. After several deep thrusts
into her mother, Monica relaxed, and turned a smiling face to Rachel.

"Good," she said, then, after apparent thought, "very good."

Judy also looked over at Rachel, panting. "Well, I must say ... I do not
understand ... any of this," she gasped. "But that was the best ... screw ...
I've had for a long time. Though how Monica got a cock . and why she should
want to use it . on her own mother ... is more than I know." Even in these
extraordinary circumstances, her urge to criticise her daughter was still

"You've been screwing her over mentally for ever," said Rachel harshly. "She
wanted payback, and so I gave her the opportunity to screw you for real. When
did you last say anything that was not critical to her?"

Judy's mouth opened, then shut, and a look of pain and regret came into her
face. She drew a breath, then turned to Monica and stroked her face gently.
"Thank you, dear. That was ... very nice, very nice indeed."

Monica's face lit up. She threw her arms around her mother and hugged her
tight, saying "Mom!" in a delighted voice. Then she began pressing her still
rampant erection against her.

"Not again, dear," said Judy rather wearily. "Not yet, anyway, please. I
don't have the stamina of you young people."

"Yeah, lay off your mom for now, Monica," said Rachel. "We all need to rest,
so if I can manage it we should all go to this woman's ... mansion." She said
the word questioningly.

"The mansion of Elvira, Mistress of the Dark," said Elvira proudly. "If you
don't have the strength, Rachel, you can draw on Phoebe's - she has great
untapped magical power. Just put her hand on the amulet too."

Evidently understanding some of this, Phoebe did this unordered.

"Take us to the mansion of Elvira, Mistress of the Dark," Rachel commanded.

In an instant they were whisked to the steps before the entrance of a big
building with a classic "haunted house" appearance. It was set among dark,
sinister-looking trees among which pairs of eyes could sometimes be seen
at a low level; evidently these were Elvira's wolves. The house was
three-storied and high-gabled; mosses and creepers spread over the brickwork
and hung from the eaves, more than one window had a broken pane, curtains
hung askew or were missing. The sky above it showed the same deep gloom, not
quite full darkness, that had developed in the cemetery when the zombies
first appeared as a result of Elvira's magic, and the house itself appeared
totally dark from outside.

Elvira led them inside, where a sickly glow began to illumine the hall as she
entered. They were met by a naked young woman, dark haired and pale skinned,
who had the same dull look about her eyes as Monica, Phoebe and Lilian, and
breasts that were big but not gigantic. She showed something like surprise,
and looked from Rachel to Elvira questioningly.

"Can she understand my commands?" Rachel asked.

Elvira nodded. "If the commands are simple and your will is strong."

"Take us somewhere we can rest," Rachel ordered, "and bring us food and

The young woman bowed and led them to a magnificent but decaying reception
room, where the light was more natural if rather dim. Paint and gilding were
peeling from the walls, pictures hung askew and were too dirty to be made out
easily, metalwork seemed rusty and all the furniture looked dilapidated.
Phoebe sighed in relief and threw herself into an armchair, which promptly
collapsed. Everyone else laughed, even Elvira. Looking chagrined, Phoebe got
up and set herself down much more carefully on an ottoman. The rest also took
seats, equally cautiously.

"Will someone please explain to me what has happened?" said Judy plaintively.
She was now sitting on a chaise-longue with Monica, who was holding her hand
and gazing at her with a loving expression. "Why are you the only one who
seems to have much intelligence left, Rachel, apart from Elvira?" She said
the name with hostility, as if she suspected that she was responsible for
everything. "And who is this woman who looks so like Monica?"

"That seems to be the ghost of your mother, made young again and given a
body," said Rachel. Lilian nodded, smiling, as Judy gasped.

"Elvira, you tell her why you did this to us," said Rachel, pointing at her.
The amulet flashed. "Oh, that makes me feel ... a sort of weakness in ... my
spirit," Rachel gasped.

"Your magical power is nearly depleted," Elvira explained. "That's what
happened to me when I dealt with your friend and her grandmother. I used up
all my power temporarily."

"Tell it all," said Rachel grittily. "I command you."

Constrained by the magic, Elvira explained everything she had done and why,
while silent young women, every one attractive and big breasted, brought
food and drink that, unlike everything else in the room, looked fresh and

When Elvira had finished, Judy, who had been showing shocked sympathy at all
that Monica and her friends had had to endure, said "Well!" in a tone of
marked disapproval. "It seems to me that you have behaved most irresponsibly,
Elvira, and have paid only a small price for it, so far. At the least, you
should put everything back as it was before, if you can."

"I won't have the strength to do that for some time," Elvira confessed, "nor
will Rachel."

Rachel frowned. "I still feel I could do something to you," she said

Before Elvira could reply, Lilian waved to attract Rachel's attention.
"Rest," she said clearly, in a pleading voice.

Rachel could see the tiredness in her eyes, and understood. This was an old
woman in a young woman's body, and she might have enjoyed her time in a young
body for a while, but now she really had had enough.

"Go to your rest," she said strongly, pointing at Lilian. With a grateful
smile, Lilian waved and disappeared.

"Wow!" said Rachel. "I didn't lose power then, I felt a kind of surge."

"You used the amulet for good," said Elvira, her mouth twisting with
distaste. "They like that." She made no attempt to explain who They were.

Rachel nodded and looked thoughtful. Then she turned to the young woman they
had first met, who stood by the door like a majordomo or butler, waiting for

"Bring everyone in this place here," she ordered.

The woman bowed and departed.

"What are you going to do?" Elvira said in a panicky voice. "Do you mean to
rob me of all my servants?"

"We'll see," said Rachel enigmatically.

When all the mansion's inhabitants were assembled, it was plain to see that
all were women, varied but mostly young and all attractive, if endowed with
over-large breasts in many cases.

Rachel shook her head at Elvira, saying "Greedy." Then she beckoned to
Monica, Judy and Phoebe, put their hands on the amulet and said in her voice
of command, "All those who in their heart of hearts do not wish to be here
must be returned to where they came from, in all ways as they were, and at
the time when they were taken."

The amulet flashed so brightly that it blinded them temporarily, and Monica,
Judy and Phoebe all cried out as if at a sudden stab of pain, while Elvira
wailed in despair. When they could see again, one woman was left, smiling
rather shyly at Elvira.

"Yolanda!" Elvira said in a wondering voice. "You want to stay?"

The woman nodded, and came to put her hand in Elvira's. "Love," she said,
with some effort.

Elvira looked transfigured by the knowledge that someone loved her. She
turned to the others, keeping hold of Yolanda's hand. Rachel was lying
sprawled against the couch as if exhausted, her eyes closed. All the
others looked drained too.

"How do you feel now?" said Elvira to Rachel in a much more sympathetic

Rachel's eyes opened. "Like I'd done something very, very tough," she said.

"You should rest a while," said Elvira. "I promise I will help to make
everything right again, though I do not think I can take away the memories
altogether. It will take all our power combined, I think, just to get you
back to where you were. You will remember not to sit on a tombstone again,

"I will," said Rachel seriously. "So, what are we gonna do while we wait?"

"Well, I know what I'd like to do," said Judy, stroking Phoebe's arm.

Everyone looked at her in surprise, and Monica made a protesting noise. Judy
chuckled and patted her arm.

"I've already done something with you and my mom, dear, which I soon accepted
and very much enjoyed," she said. "But I've always wondered what it would be
like to make love with a woman properly. I'm sure Phoebe would be willing,
wouldn't you?"

Phoebe nodded, grinning. Monica still looked as if she were puzzled.

"Where do you think you got your liking for sex from?" said Judy, patting her
again. "Maybe we can get together later." As the others showed more surprise,
she grinned and said, "We're not in the ordinary world here; we're not even
in our proper bodies." She fondled one of Monica's breasts. "So why not have
a little fun?"

"Be careful how much you do," Elvira warned. "That too can deplete magical
strength. But certainly we need not deny ourselves." She moved away with
Yolanda, her magic cock at full erection again.

Judy and Phoebe lay down together on the chaise-longue, which creaked but
held up. Monica looked at Rachel enquiringly, her cock totally erect. Rachel

"Yeah, let's have a piece of that magic cock!" she cried. "Maybe I owe you a
bit of payback too, Mon."

Monica was sitting in a chair that looked sturdier than most. Without
hesitation Rachel went across, straddled her, and sank down on her cock,
feeling a renewed thrill as it entered her; it felt so much better than
the zombie cocks had done. They began to fuck, stroking each other and
kissing, while Judy and Phoebe sucked each other's breasts and rubbed
them together, and each also rubbed the other's clit. Elvira meanwhile
began to screw Yolanda on a couch with great eagerness, kissing her with
real passion.

That was only the beginning. Judy seemed to have lost all her inhibitions
with her clothes, and showed herself even more wanton than her daughter and
her friends, whose libido had been so strengthened by the effects of Elvira's
magic. Opportunely, all four reached their first orgasm at much the same
time. Then Judy led Phoebe over to Monica, whom she persuaded out of her
chair to lay herself on the worn, faded carpet. Then she indicated that
Phoebe should poise her pussy invitingly over Monica's face, while she
herself began to suck on Monica's perpetually erect cock. But then Judy
changed her mind and began to masturbate Monica's cock between her enormous
breasts, rejoicing in the novel and exquisite sensation. Rachel, when
recovered from her first-class ride on Monica's cock, went behind Judy and
began to lick and finger-fuck her holes.

Again they came: Monica was first, shooting a stream of come up her mother's
chest with a moan of release, then Phoebe, writhing around with squeals of
joy on Monica's tongue, and finally Judy herself, bouncing up and down on
Rachel's fingers a few times with delighted cries before bending to take
Monica's still spewing cock into her mouth. She gulpd down her magic seed
with every evidence of enjoyment, then, observing that despite everything
Monica's cock still remained rigid, gave a wild laugh and hitched forward to
impale herself on it. Apparently indefatigable, she began to ride Monica with
even more enthusiasm than Rachel had done, whooping with joy, her new breasts
bouncing up and down wildly. She kept talking to Monica, saying what a good
girl she was, how she was pleasing her mother, and could she just fuck her a
bit harder? Monica seemed to understand much of this, for she braced herself
and began to thrust her butt up from the floor regularly as her mother bore
down, driving as deep as possible into her. Her face suggested she was in

Meanwhile Phoebe took over Rachel and they began to suck and play with each
other's bountiful orbs, leaning forward to kiss on the mouth now and then.
Then they began to try to rub pussies together, though their immense hooters
made this a little difficult; but they managed, first one on top, cushioned
by her massive breasts, then the other. Again all four came, three with
blissful cries, but Monica with a groan that almost suggested pain. Then
finally her cock deflated and she collapsed, clearly in need of rest. Judy
pulled her into a cuddle, with Monica's head on her breast, while Rachel
went to Monica's other side and Phoebe to the other side of Judy, throwing
their arms round them. They huddled together contentedly, occasionally
stroking or kissing whatever was closest to hand, saying nothing as their
breathing returned to normal.

Judy was the first to speak. "That was marvellous," she said sincerely. "I
haven't enjoyed myself so much since I don't know when. Your fine, smooth,
firm young bodies are so delightful to touch." She ran a hand along Phoebe's
thigh, all the way to her crotch, and playfully tugged at the fine blonde
bush covering her mound. "Once I was like this," she added a little
wistfully, "and Jack couldn't get enough of me."

"Has he stopped making love to you, then?" Rachel asked sympathetically.

Judy chuckled. "Oh no. We still have our moments. But we're aging, Rachel."

"Well, you sure as hell didn't show it," said Rachel admiringly. "That was
some performance. Not got the stamina, indeed!"

Judy chuckled, while Phoebe and Monica grunted in agreement, Monica with
particular vigour. Judy laughed and caressed her.

"My lovely slim daughter," she murmured. Monica's expression was one of
absolute bliss.

All this time Elvira had been using her magic cock with Yolanda, who showed
no awe of it or of Elvira, but behaved as if the cock was her toy to play
with. She willingly took it into all three holes, bringing Elvira and herself
off time after time. Anyone watching would have seen Elvira's expression
change from her normal imperious, rather sulky look to something much softer
and more loving. Finally they stopped, Elvira's cock becoming momentarily
quiescent, and came over hand in hand to look at the four women.

"Well, you certainly had a fine time," Elvira said in a very friendly voice,
"but as far as I can see it has strengthened you, if anything, particularly
you." Her eyes were on Judy. "Shall we have some more refreshments, then see
if we can send you back?"

"I would like a chance to clean up a bit," said Judy, and Monica grunted
and nodded her head emphatically, which made Phoebe and Rachel smile
affectionately. Even with much reduced intelligence and a raging libido,
Monica remained a clean freak.

"We do have bathrooms," said Elvira, "though not in the best state of repair,
I fear. Yolanda, please show them."

Rather later, after cleaning themselves and resting, while those who wanted
took further food and drink, Elvira, Judy and Rachel started to work out a
form of words that, when issued as a command, should take them all back to
where they had been when Rachel's heel broke, but would leave the amulet
behind with Elvira. They accepted her solemnly delivered promise not to
cheat. She warned them that the energies needed were so great that they
might reduce their own innate powers permanently, or at least for a very
long time, and that as a result they might very well have long-term bad luck
in various ways, especially in matters of the heart. It was clear that she
was hoping they might stay, at least for a while. But Judy said that they
would have to take that chance, for while Elvira was being a charming hostess
there was really nothing for them there, and it would surely be better to get
back as soon as possible, before something else disturbed the flow of time.
Rachel agreed fervently, and Monica and Phoebe, who seemed to have some idea
of what was going on, also nodded and grunted in agreement.

They stood with all their hands on the amulet, including Yolanda's. Elvira
spoke the command, which made the amulet flash so brightly that they were
blinded for several seconds. When Monica, Rachel and Phoebe regained their
sight, they were back in the cemetery, in the clothes they had worn, breasts
their normal size and intelligence at normal level, holding hands. They
retained memories of what had happened, though often the details were so
faint that they caused no real revulsion.

"Well done, Rachel," said Phoebe, hugging her enthusiastically. "You saved
our asses, grabbing the amulet and seeing how to use it."

"Yeah," said Monica, also hugging Rachel. "Sometimes there are advantages to
being a natural born slut, I see." She and Phoebe snickered.

Rachel smiled forbearingly. "You know what?" she said. "I feel like I have
screwed all that out of me. I had enough sex today to last me for a year -
well, half a year, anyway."

They laughed and walked onwards. Presently Rachel said, "Monica, do you
remember what it felt like, having a cock?"

"I certainly do," said Monica, giggling. "It was . empowering."

"I wonder if your mom will remember," said Phoebe in a quiet voice.

Monica blanched. "Oh God, I hope not."

When they met, there was a certain something in Judy's gaze, or so Rachel
thought, but she greeted them all cordially and said not a word in criticism
of her daughter. During the reception that followed the funeral, she drew
them aside to a place where they could be private. They regarded her

"Do you remember, my dears?" she said in a soft voice, which made them relax.

"Well ... yeah," said Phoebe. "I remember it all. But ... not all of it

"Yeah, I know I was raped by a lot of zombies," said Rachel. "But it's like
a story told about someone else. It doesn't . hurt, or scare me."

When Judy turned to her daughter, Monica nodded. "That's how I feel. But,"
she hung her head, "I remember what I did to you much more clearly, and, oh
mom, I feel so ashamed."

"Don't be," said Judy warmly. "I remember everything we did too, and I
enjoyed every moment after the beginning. Don't forget, I was the one who
encouraged you into further incestuous behaviour. I shall treasure the
memory of everything we did together, all of us." She looked round them.
"I wanted you to know, I hold none of it against you. In fact, I feel
closer to you all, especially Monica. But you won't ever talk of it, will
you, even to your closest friends and lovers?" She sounded anxious.

"No way," said Phoebe firmly. "It's like, what happens in Vegas stays in
Vegas. You have my word, and the others' too, I'm sure. After all, we don't
exactly come out of it looking too good. And no one would believe us anyway;
they'd think we were nuts."

Rachel and Monica agreed. Monica said, "Mom, I love you. I would never do
anything to hurt you, and I'm so glad that you feel we've become closer. I,
uh, remember how pleased you were with me; that made me feel great."

Judy smiled at her and winked.

"It's a pity we can't tell," she said. "I'd love to see the looks on the
faces of our menfolk. Wouldn't they be shocked?" Her expression was demurely

They all laughed.

"Y'know, I was getting kinda used to my boobs," said Phoebe in a relaxed way.
"I think it's a pity I couldn't keep them."

"Well, I don't," said Monica rather fiercely. "I think they looked quite out
of proportion on me and Rachel, yes, and on you and mom too, though your
height meant you could carry them better."

"Let's face it, they were bigger than Pamela Anderson's," said Rachel, "if
not up to that Italian porn star's, but she's just gross. But who wants to
carry all that around with them?"

"I agree," said Judy. "You look much better as you are, particularly my
beautiful daughter." She focused her gaze on Monica. "Never forget that I
love you," she said softly. "I won't be able to stop myself criticising you,
because it has become so natural to me, but I'll make a real effort to save
it for serious matters and let little things go. Really, I do it because I
want you to be even better than you are, which is pretty damn good. Can you
accept that?"

"I can, mom," said Monica, beaming at her. "What you have said means such a
lot to me."

They embraced enthusiastically, and Judy gave almost as loving embraces to
Rachel and Phoebe.

After that, relations between Monica and her mother were much improved, while
the three young women seemed to be very strongly bonded. As a result Monica
in particular was far more relaxed, a development which her brother and male
friends valued, even though they did not understand it. The men did notice
that every now and then the eyes of two or all three of the women would meet
and they would giggle or chuckle briefly, as if sharing an amusing secret,
and that Judy Geller too did this with them when she visited. The men found
this vaguely disconcerting, but could get no clear explanation of the reason
for this behaviour and eventually gave up trying, since they were all
relieved at this outbreak of unprecedented harmony.


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