Disclaimer: I do not own Fairy Tail or characters. This is fanmade and nonprofit. Please support the official release.

WARNING: Extreme smut, some may not like this kind of material


In the Fairy Tail guild hall at night, some of the members of Fairy Tail guild sat around the table drinking and eating to their hearts content. The place is rather pleasant than usual with so many members out on jobs, even Nab who rarely offers request. Lucy noticed the calm setting asked the others, "Where is everyone?"

"Happy is out with Carla and Wendy." replied Natsu drinking.

"The Thunder God Tribe took a S Class mission!" shouted Elfman drinking.

"Bisca and Alzack took Asuka to the beach." Erza said before taking a drink.

"Macao and Romeo went home early today." Cana replied while chugging her barrel.

"Why's that?" asked Gray taking a sip.

"I believe their mom got sick." answered the brunette.

"Hey bookworm!" shouted Gajeel, swallowing his drink, "Where's your cheerleaders?"

"Well both Jet and Droy are out on a job." sighed Levy while drinking.

"Why aren't you with them?" asked Pantherlily after finishing his drink.

"Apparently, the job is men only."

"To answer your question more actuary, they went to The Most Handsome Man Contest." said Mirajane overhearing the conversation while trying the drinks she just handed out.

"I see." ponder the small, black animal

"Hey sis." said Lisanna putting down her drink, "Where did the master went to?"

"He went to a meeting for all of the guild masters."

Lucy took another sip of her drink enjoying the quietness of the guild. "For a long time I thought the guild was so loud be..." the blond haired, celestial mage stopped speaking while witnessing Natsu standing up from his chair.

The pink haired, dragon slayer stood there, taking off his vest and throwing it onto the ground. Slowly he unbuckled his belt and letting his pants fall to his ankles. Lucy shrieked at the sight of the exposed dragon slayer, grabbing the attention of the others. "What the fuck are you doing?" Lucy screamed.

Breathing heavily, "I don't...know, I'm just...hot...need...something." replied Natsu.

Lucy was about to yell at Natsu, to pull his pants back up instead the celestial mage moved her hand down to her womanhood instead. The blond rubbed her index finger through her panties to massage her virgin hole. She question herself in what the hell is she doing, especially in front of the others? Her patted breaths and the exposed dragon slayer either mesmerized the others or made them blush. Cana seeing their actions also notice Gray's naked body. That however is uncommon for the ice mage to strip in public let alone being naked, so Cana started to remind Gray about his clothes by saying, "Hey Gray your..." Gray turned exposing his erect member in front of her, "Your penis is...very big."

Gray became confused at the statement only to watch Cana use her left hand to grab and twirl her left covered nipple. He just watch her moan and pant while she messaged her breast and focused on the long penis that is pointed right at her. Huffing, Mirajane asked, "What are you...guys doin...?. Lucy? Gray? Cana? Natsu? Natsu? Natsu..." the white waitress whispered out seeing the lengthy erect penis that Natsu is flashing.

Mira walked up next to the dragon slayer for him say breathing heavily, "Mira..."

The white hair maiden just smiled and bent down to her knees. She stared at Natsu's member in front of her face engulfing the smell of the flesh of manhood. Sticking her tongue out, Mira licked the bulb of his member and started to slowly lick more of his member. "Mira..." whimpered Natsu.

"Mira!" shouted the blushed Elfman.

"Mira!" shouted the sweating Lisanna, "That looks...very...thralling."

Lisanna lowered her hand downwards Elfman's pants and grabbed his covered penis. "Sis." surprised the muscular, older brother while she strokes his impressive cock.

Levy watch the two siblings across the table handling each other came a spark of inspiration into her mind. She stood up only then to quickly paced herself towards the edge of the table where Lucy sat. The blue haired woman stood behind the blond woman just watching her pleasuring herself. Levy wrapped one arm around Lucy's neck while the other hand slid down to the blonds skirt and panties to insert a finger into her that Lucy was begging in her mind to accomplish.

The celestial mage moaned at the sudden action and continue to moan while the script mage behind her twirled her finger inside the virgin hole. Lucy manage to say, "Levy...?"

The same woman kissed the celestial wizard's mouth, accepting the scripted mage's tongue to enter her mouth and roll their tongues all around feeling the wizard's mouth. Then the script mage whispered into her ear, "Shh...I always wanted to try this...with another woman."

Gajeel across the room standing next to both Lily and Erza became mesmerized at the blue hair's fingering of the blond woman. He began to take his shirt off while walking toward sthe two woman. "Where are you...going?" asked the shedding cub.

Gajeel smirked, "To get my mate."

Lily stood their to calm himself watching his partner going to mate with someone. Erza standing next to him also tried to calm herself and yet the red haired woman rubbed her thighs together trying to hold back her sexual desires. Lily noticing the Titania struggles; says, "Can I tell you something Scarlet?"

Erza become puzzled, "I always had fantasies...with the other Erza back in Edolas. So with you here...the only thing I...can do...is to have my fantasies become real."

On the other side the room, Gajeel stood behind Levy with her butt sticking out in the air. His clothes are already gone by the time he got their so slid his hands up her curved butt to the mage's pants and slid them down to her knees. The iron dragon slayer kept on massaging the butt and looking at the gorgeous holes of the bookworm. Slowly, he slid his digit into her anal hole; raising Levy's head in shock. "What...are...you...doing?" asked the scripted mage.

"I like things rough." smirked the sweating dragon slayer, "So I'm preparing you for my massive cock."

Levy blushed red of the reediness while moving her finger faster in and out of Lucy's vagina. Both woman moan with each thrust of the fingers stretching the walls of their holes. Levy attempts to focus on blond's hole more than Gajeel's preparation of her own despite he added another finger while Lucy only mesmerized of the sight of Mirajane giving Natsu a blow job.

Mira's dress laid on the floor with her large breasts revealed and exposing her vagina that was only covered by her forgotten dress. The pink haired man put his hands behind the maidens head then slowly thrust his hips serving Mira his long manhood. Mira closed her eyes, thrusting her two fingers in and out of her own womanhood, imagining when the cock would do once it as enter her vagina, the cock that she can not shallow whole. That imagination made Mira bobbed her head faster with Natsu's increasing speed of thrusts. Natsu kept on moaning and thrusting when suddenly feeling something building up inside of his member. "Mir...a..." muttered the dragon slayer.

The white hair maiden bobbed her head faster feeling the member inside her wet mouth growing in size. "Mira, Mira, Mira, I'm...!" Natsu shouted when exploding his hot white seed into her mouth.

Letting in some of the seed into her mouth, Mira quickly push the cock out of her mouth and letting her face become covered with the dragon slayer's white sperm. Natsu just panted off the pleasure he received from Mira while she swallowed the sperm and licking the seed off her face to taste the dragon slayer's seeds that did not disappoint her.

Lucy watching the sudden actions of the maiden, she felt something building up in her body. She read about this in some the books she browed from Erza. The blond can do nothing about it and let her blue haired friend continue to masturbate her to experience her climax. "I'm cumming Levy!" screamed Lucy spraying her juices over the finger and chair.

Levy pulled her finger out too moved it in front of the blond's mouth. The celestial mage smelled the covered finger of her own juices only too lick the juices off the finger. It tasted what she never thought it would, imagining it to taste salty instead it tasted rather sweet. The scripted mage aroused at the sight of her friend to so be slut like to then suddenly experience a huge amount of pain running through her body from her origin of her anal hole.

The script mage immediately turned her head around to witness the Iron Dragon Slayer inserted his ten inch manhood inside of her anal hole. Not all of his manhood is inside her tough, only about four inches but even then he let the script mage to adjust to the size of the inserted penis. "How is it bookworm?" asked Gajeel.

"Very...long...painful...gr...great...pleasure." mustered Levy.

"Good. Now it's gonna get better."

He slowly pull his length out then stop before the bulb is about to come out. Then the dragon slayer slam right back in to only repeat this process of thrusting over and over again. The script mage started to cry and moan at the process of Gajeel's mating. "Lucy..." Levy whispered into Lucy's ear, "Table...spread...your...le...legs."

Lucy understood what she said, both did the same erotic books from Erza. She laid down on the table, open her legs to reveal her womanhood in front of Levy. Smiled, Levy said to Lucy, "Uh, wet...ha...already...ha...ha!"

The blue haired woman sticked her tongue out and licked the pussy of the virgin celestial mage. Lucy moaned with each lick made by her friend only to moan louder when she insert her wet tongue inside her moist, slick pussy. Levy kept on thrusting, twirling her tongue all around the pussy of the blond. Gajeel thrust harder and faster watching her mate pleasuring the blond woman thus causing Levy to move deeper into Lucy's pussy. "Man bookworm, I didn't know your into this." said the iron dragon slayer.

"Look at that...Gray." Cana telling Gray where he laid on the ground backside .

Gray turned his attention away from the brunette bouncing on his cock to watch the trio of mages having sex with each other. "Which one...uh...do you think is...ohm...lucky?" asked Cana.

"Uh...G...Gajeel..." Gray replied breathing out each word with Cana's walls tighten around the ice mage's long member.

"Typical...you men only want...ohm...woman making out...uh...ha...around their...ha...c...ha...cocks." the card mage said while she keeps on sliding up and down his cock with her hands rubbing her tits.

"We...um...can't help it." replied Gray putting his hands on the brunets waist, "Now...I am...going to..."

"Go ahead..I'm going to cum as well."

Then both released their juices, with Gray filling up Cana's womb while Cana sprayed her juices over the ice mage's waist Cana fell down onto Gray's chest with the cock still inside her pussy, ignoring it and just breath out her climax.

"Hey sis." Mira asked over Natsu's shoulders while she herself is up against a pillar with the dragon slayer's manhood is pushing upwards into her womanhood.

"Yes...Mira?" replied the younger sibling when she is on all fours with her older brother pounding into her from behind.

"Did you aleady...ha...do this with Natsu?" asked the eldest sister.

The younger sister moan and bit her lip before she replied, "Yes, me and Natsu had sex already."

The maiden smiled, "Then I doing this with an experience man."

"Shut up and take this cock." yelled the pinked hair man thrusting harder and faster up inside the white hair maidens tighten walls while she just hold on the dragon slayer with her legs around his waist for more access to her pussy with her arms around the slayer's scarf.

"Indeed." yelled Elfman, "Now take this like a man!"

Elfman thrust his whole member into the small woman's hole and came inside her womb. "Elf...man." said Lisanna before she collapsed on the table.

"Lisanna..." Mira said moaning out when experiencing her own climax with the dragon slayer with her walls attempting to plunge out more of Natsu's seed whereas he just smiled at her.

The Salamander turned his attention, looking at the loud moans and skin slapping of the trio of love makers doing each other. Gajeel smirked, grabbing Levy's wrists, thrusting faster and harder to the point of his whole length inside her anal hole. "Man, your one hot, sexy, tight ass bookworm." Gajeel complimented.

Levy continue to thrust faster into Lucy's hole; enjoying the taste, while moving her hips in rhythm with Gajeel's thrusts. Lucy felt the similar build up she had experienced earlier. "Levy, I'm going to cum!" shouted Lucy.

"Now bookworm, let me hear you scream my name!" declared the iron dragon slayer.

He slammed his hips with incredible force, exploding loads of seed inside the blue hair girl whereas Lucy sprayed more of her juices onto the woman's face. "Gajeel!" screamed Levy slowly adjusting the pain into pleasure.

Lucy watch her friend drop onto the floor with some of the dragon slayer's cum spilling out of her. After a few seconds, Lucy looked around the room to see all the woman collapsed on the floor with all the men still have the penises hard. With an idea in mind, she called out, "Natsu! I need your cock inside me!"

Obliged, Natsu laid Mira down then quickly walked in front of of the blond mage with his cock pointing at her still virgin hole. Lucy closed her eyes waiting for the anticipation of losing her virginity to the fire dragon slayer. Without warning, Natsu slam his cock in Lucy's hole, breaking the hymen with one thrust and one loud screaming celestial mage.

The dragon slayer let the mage adjust to his size while Gajeel smiled at the smell of the blood on her thighs. "Hey fire breath!" shouted Gajeel, "Point her ass over here!"

The fire dragon slayer smiled, he did just that by grabbing Lucy's butt with her legs around his waist and reveal her ass in front of the other dragon slayer. Gajeel just smirked and pushed his erect member up into the blond's anal hole. Lucy bites her lip trying not to scream again while both dragon slayers let the tight walls of the celestial mage adjust to their equally long sizes.

Slowly, the iron dragon slayer started lay down on the ground bringing Lucy on top of him with his hands on her waist while Natsu coming along; still inside her, on his knees. Then Natsu started to move in and out of the blond beauty while Gajeel lift her up on his member then dropping the celestial mage further down his length. The friction of the two erections made Lucy moan in pain whereas the males growl feeling each others members through the mage's walls. "It...ha...ha...ha...hurts...ha..."cried out Lucy.

"You'll get use to it real soon bunny girl." Gajeel remarked.

Just then, another cock appeared in front of the blonds face. She looked up to see the owner of the cum covered erection to be Gray. Without a thought, she open her mouth and started to take in his cock. Natsu with a fearful glare, thrust harder into Lucy reminding her who her first sex partner is. She could not help it, when all her holes have cocks inside her when she never had normal sex with one person let alone doing it with three. "Man Lucy...uh...your fucking hot." yelled Natsu.

"She liked that comment Natsu" added Gray, "Since I can feel her moans through my cock."

Suddenly, Lucy's blue and white shirt is pulled up above uncovered breasts. The breasts jumped out revealing a smooth, large perfect boobs that are being groped by unknown assailants. Lucy can only move her eyes to see that her friend Levy is fondling her right breast. "Look at you Lucy." replied the blue hair woman, "Your nipple is so hard...and so...tasty looking."

The script mage began to suck on her harden right nipple which only brought more pleasure through Lucy's mind. Soon more pleasure continue to grow through her when her other nipple is sucked on by Cana. Cana stopped to say to Lucy, "I'm so jealous that your lucky to have so many men loving you."

The brunet return to the pleasuring Lucy with while she rubbing the blond's cilt. "Lucy, you give a good fucking blow job" replied Gray as he pushed deeper into the blond's cummed, moist mouth making her deep throat the now cleaned cock.

"Your ass is so fucking tight you virgin whore!" yelled Gajeel while thrusting upwards with his own cock being engulf by the dry walls.

"Yes Lucy...cum for me...make me cum all over your pussy!" Natsu yelled while the cock moved at ridiculous speed in her wet pussy with his already cummed over cock.

Lucy could not take it anymore, her mind broke down and cummed none stop with all three men cumming inside her while the two woman without stopping, pleasured her body.

Meanwhile at the other end of the hall, the small panther named Lily is now been fully grown into adult muscular size form; pounding his massive cock into the scarlet knight named Erza. The scarlet haired woman moaned loudly with each hard, deep thrust the beast made behind her when he hit the Titania's prostate. The feeling of skin and fur also made the knight blushed when she knew that she is having sex with another species that is not her own. Seeing the face of pleasured knight of her bending over the railings to see everyone elses' sexual intercourse; Lily claimed, "So you like to watch other people fuck?"

Their was no response, only the moans coming from Erza's mouth of the feeling of wrapping her wet walls around a monster cock bigger than the dragon slayers. Lily continue to speak while he thrust, "I think your the guild's biggest whore. I always hear you read smut and I bet you masturbate to yourself every time you read those trashy books. Truth is, that the real thing is nothing like what is written in those books and those who just read smut are bitches, sluts, whores or those are just too horny. So answer me are you my bitch? My slut? My whore? My fuck buddy?"

He thrust harder, feeling to need to cum, hearing the strongest woman in the guild begging, moaning at the need to cum as well; only in the end to have both partners cum all over the insides of the scarlet Titania. "Yes..." said Erza.

"Yes what?' asked Lily.

"Yes, I'm a slut, slut, slut...slut...slut...slut...slut...slut...slut..."

Erza open her eyes of the morning sun, She gasp and got up quickly to see she is in her room. However she felt wet in addition to the bed also gotten wet. Realizing the situation; Erza sighed then say out loud, "Not again."


Thank You for reading. Please Review.

Also would you like to see a lemon with Pantherlily with anyone?