Chapter 1 - The Sky Magic Duo

Notes - All characters in this story are the age of 18 or above. This means that if a character happens to be under this age in the show canonically, in this story they are to be depicted as an adult version of them. I do not want to nor wish to condone sexual intercourse with minors. 


This story takes place in an alternate timeline where Wendy was never affected by the Fairy Sphere, and as a result, was able to age normally and as a result matured to the age of 18 years old. 


A/N - I have a Discord Server available on my profile where you can receive updates whenever I post my stories, ask questions or receive an update where you are in the commission queue. There is also a Patreon available where you can submit/vote on community polls, receive discounts and shortened waiting times. 



Tags - Old Man, First-Time, Creampie, Alternate Universe, Yuri.
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Wendy Marvell was happily humming to herself as she walked the streets of Magnolia in broad daylight, having no reason to be in a sour mood as the weather was beautiful and the streets were bustling. It was yet another day, just like any other, hopping her way over to the Fairy Tail guild, ignorant and clueless to the many salacious gazes she would attract by the men in the streets, maintaining that innocent cute smile on her face. 


“I’m so happy that everything’s finally returned to normal!... I still remember the shocked, gawking expressions on their faces when we finally reunited and they noticed that I was no longer the cute little girl anymore, and I’ve become a woman!...” thought Wendy, who further reminisced about the time where her master, Makarov first laid his eyes upon her, recalling a lot of compliments and even a bizarre question that didn’t know how to answer, regarding her three sizes. Of course, the perverted old man was rewarded with a slap to the face by Erza and Mirajane.


“Hmm… Ever since we have won the Grand Magic games, it seems everyone’s been busy.. I guess they’re all out on jobs, huh?... I was invited too, but I had to decline.. Master asked to talk to me privately about something today, so I couldn’t make time for it.. I wonder what he wants me for?...” spoke Wendy aloud to herself.


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At Makarov’s private office…


“Hi, Master!~... I’m here!...” greeted Wendy with a beaming smile, respectfully bowing and speaking very kindly and sweetly to the master of the Guild that she’d adored so much.


“Ah, if it isn't our beautiful Wendy!... Thank you for coming today, it’s really important!..” spoke Makarov, who’s eyes widened at the blue haired beauty’s appearance, still having trouble getting over the fact that she’s matured this much.


Strikingly similar to her edo counterpart in terms of appearance, Wendy had grown much taller and beautiful. Her long, signature blue hair had reached down to her back, with her bust size growing immensely, recently measuring at an absurd FF-cup size that was mouthwatering to see. Fashion had become a significant part of her hobbies, wearing a very revealing cerulean colored tube top with a thin white trim, tarping off her waist and at her bust into multiple spiked points.  Underneath her exposed cleavage which once could peek right into when she bent down was a light blue bow and her flat toned stomach and belly button were exposed, showing off her great hourglass figure and developed curves over the years of maturing. 


Her clear white pants hugged her firm buttocks nicely and reached all the way down to her ankles, certainly the most simplest design of her outfit, but still great to look at from behind. Wendy had started delving into make up, and wore pink lipstick as well as painting her finger and toe nails matching colors.


“You don’t have to spoil me so much, Master!~.. I’m a grown woman now!..” giggled Wendy with a bright smile, who mistook her master’s lustful gaze as merely his affectionate grandfatherly love for her. 


“That’s exactly why I have to compliment you!..” he commented with great glee.


Wendy noticed that instead of the usual office desk in the room, it was replaced with a king sized bed with a massive blanket, much to her bewilderment. That’s where Makarov was sitting, and looking at her eagerly.


“Master.. How come you wanted me to come here alone today?.. Is there something you needed me for?..” asked Wendy, truly having no suspicion or any clue as to what was running through Makarov’s head. 


“Oh, I just wanted to celebrate with you, Wendy!.. It’s been 7 long years you’ve been apart from your closest friends, after all.” he replied.


“Aww, that’s so sweet, Master!~... The past seven years have really been tough!.. I think one of the hardest things along with missing everyone, was growing up so fast!... Dragon slayers experience puberty much differently than normal.. It’s a lot more severe, and we develop far quicker than normal wizards due to our special magic…” sighed Wendy, thinking about all the hard times behind her. 


“Is that so?... Thank the gods…” silently whispered Makarov, who was grateful for this fact considering Wendy had grown to match the likes of Erza, Lucy and Mirajane in terms of seductiveness. A few months ago he’d only seen her as the sweet young girl Wendy, but now she was a full fledged babe that’s name was in the mix as the superstars of Fairy Tail’s abundance of sexy women.


She couldn’t quite hear what he said, so Wendy looked at him confusedly with her head tilted to the side with her trademark smile still lingering on her face.


“Wendy.. Do you think you could do me a favor?.. Could you quickly change clothes?... I have a problem that requires your assistance..” asks Makarov.


“Change clothes?...” asked Wendy.


“Yes, into a nursing outfit!.. I need you to help me recover, after all.” 


“Oh, okay!.. No problem..” she replied, casting requip magic to summon a bag of nurse clothing. 


There was a changing room nearby and Wendy pardoned herself as she exited the office, meanwhile Makarov was waiting patiently on his bed overhearing the sounds of grunts amidst her struggles and difficulties changing. 


“E-Eh?.. Is this outfit a little too small?.. I can barely fit!..” thought Wendy, having a hard time slipping into the attire. Unintentionally, her tits were bouncing like crazy, trying to shove them inside of her shirt and having to pull up her skirt so that everything would fit nicely in place. It took a little longer than usual until everything looked fine.


A few seconds passed by until the bluenette popped back into the room with a slight blush.


“U-Um, I must’ve gotten the wrong clothes… These are way too small and tight on me now..” shyly admitted Wendy, in the midst of clipping on her earrings while wondering if the outfit she’d prepared was the one from two years ago when she wasn’t yet developed fully. 


Makarov couldn’t even form an immediate sentence, his jaw dropped as he instantly felt himself hardening at the sight of the hot babe popping in to his private office wearing an incredibly erotic and tight nurse outfit with high heels. 


The white thin fabric clung to each and every one of her desirable curves, hugging onto her tight waist and stretched out by her sizable hips, stopping at her upper thigh area and showing off her cleanly shaven, womanly slender legs along with her light blue heels and painted toenails. The small top was far too tiny to have any hopes of containing her spilling breasts that’s become quite the problem since they’ve grown to this absurdly proportionate size. 


Wendy blushed furiously in confusion at the sight of her master literally drooling, staring at her, but brushes it off as parental concern or something of the like. There wasn’t a concern in her mind that someone that’s been like a grandfather to her up until this point would even think of her in that light, despite her charming looks that she herself wasn’t even necessarily aware of. 


It almost crossed her mind that Makarov wasn’t his usual three foot self, using his magic to increase his height to the point where they were nearly standing identically tall, but decided to brush it off and not question him as to the reason why. 
“I-Is this outfit okay?... It might be a little too revealing and distracting, sorry about that!..” asked Wendy, concerned. 


“It’s more than okay, Wendy!.. Don’t worry about trivial things like that!...” assured Makarov, to which Wendy found great relief as she thankfully sighed. 


“Great!.. Now that’s out of the way… What did you specifically need help with, Master?..” she questioned.


“Oh, yes… It’s um, stress treatment… Only someone like yourself would be able to alleviate it..” muttered Makarov, with the sexual innuendo completely missing her head. 


“Alright, I’ll do my best to help you, Master!...” cheered the innocent lady who had no idea what she was getting herself into. 


It was almost natural, but the two walked forward and met with a friendly hug, with Wendy wrapping her arms around Makarov’s neck, with the old pervert’s hands finding themselves resting along the crook of her back with the other on her tight waist, making her eep from the surprisingly rough handling but not enough to make her push him away, just taken aback. 


“Oooh, my sweet Wendy…” thought Makarov, burying his face into her neck and rightfully eliciting a slight shiver down her spine, inhaling the lovely scent of the few strands of sweet smelling hair in his face, feeling her partially naked boobs smothered against his chest. 


Truthfully, it was almost a heartfelt moment, if there weren’t any perverse emotions behind it, of course. The hug probably lasted a couple of minutes, the loving act making Wendy giddy with joy. Makarov on the other hand was enjoying this apparently intimate interaction in other ways, with the hand that was previously resting on her back sliding upwards and past her shirt to rub her naked back, causing Wendy’s eyes to widen at the overfamiliar touch. 


“U-Um, Master?... What are you doing?...” she asked meekly.


“I’m just checking if you have a bra on, Wendy!..” he replied slyly.


“Y-You shouldn’t do that... I’m not wearing one though, because the shirt was already too tight and would hurt me...” muttered Wendy shyly.


“Really?... What a naughty girl you are, Wendy!... What bra size do you wear now?..” asked Makarov, having some fun with her and teasing. 


The question was a little too much for such an innocent woman to handle, causing her to back away slightly and step outside of the tight embrace as a hard blush donned her face. 


“I’m um-... An FF-cup now… It’s a little strange now… Having people pay more attention to my chest than face…” admitted Wendy.


“I can see why…” muttered Makarov silently underneath his own breath, inaudibly.


“Master… What did you mean by ‘stress relief’?... You don’t look very hurt to me… If you wanted me t- mmnpph?!~...” mumbled a shell-shocked Wendy who’s eyes bulged when Makarov had grabbed her by the hair gently but swiftly pushed her lips to his, their mouths connecting in a sudden kiss that took Wendy by storm, confused and unexpectant of the assertive move.


It was so out of nowhere that Wendy hadn’t even closed her eyes yet, still wide eyed and incapable of forming a train of thought as Makarov’s lips pressed more firmly against hers, beginning to indulge in the sweet taste of her soft pink lips, snapping her back to reality as her face flushed crimson red at the realization that her master had just stolen her first kiss. Having never been in a situation like this before, she was unsure of what to do, standing idly for around a minute in a state of confusion, while Makarov couldn’t help but get a little greedy as his hands found their way to her skirt covered butt and grabbed it handily. 


“Kyaa!?~” yelped Wendy as she instinctively shoved Makarov away, panting heavily and wiping her lips.


“What are you doing?!...” she asked with a slight tone of anger, one that was out of character for the typically reserved girl.


“This is what I mean by ‘stress relief’, Wendy!... The source of my stress is from the lack of sexual relief over the last couple of years.. I need your help, Wendy!... Only you can do it…” answered Makarov.


As naive a person Wendy was, it was relatively impossible for her to take his words any type of way. Now realizing that Makarov was essentially asking her to have sex with him, her already bright red face turned an even darker shade as she was overcome with embarrassment.


“S-Sex is something only should be done between boyfriends and girlfriends…” muttered Wendy, spouting her ideals.


“But Wendy… My sexual needs have been really hurting me.. It’s been soo long since I’ve been with a woman, and I’m not sure if I can die peacefully without experiencing it again!....” he said desperately.


Her overwhelming sense of kindness managed to outweigh her outrage of the thought of sleeping with someone that was over three times her own age, and Wendy’s eyes couldn’t help but trail downwards towards the freakish bulge forming a tent in his pants, contemplating her decision for nearly an entire minute as they stood in awkward silence until she finally spoke out and broke it. 


“A-Alright, Master… I’ll do it for you….” she agreed with a sigh, having no recollection of Makarov ever being this perverted in the past.


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There really wasn’t anything holding Makarov back at this point, now that Wendy had consented. Their tongues were mixed into a passionate duel of spit and saliva, where the busty bluenette was struggling to keep up. It was more like he was invading her orifice with his slimy, eager tongue, and all she could do was stand there and focus on her breathing. The french kiss was deep, deeper the longer things went on as the perverted old man helped himself to her sweet tasting lips and virgin tongue, exploring every inch of her mouth and leaving Wendy slightly disturbed feeling the imprint of his dick rub against her skirt covered thighs, trembling slightly in his grasp as she breathed nervously through her nostrils. 


“Mmm~... Mmm~...” groaned Makarov, who was definitely the beneficiary out of the two, having gotten his share of a pretty woman’s inexperienced tongue as he backed away after several minutes having his fun, leaving Wendy breathless as she tried to recollect herself.


“Wendy… Would you be a dear and get down on your knees for me?..” instructed Makarov, who obviously needed to take the lead considering Wendy had never even imagined doing something like this before. 


Reluctantly adhering to his command, Wendy did as she was told and dropped down onto her knees, having trouble maintaining eye contact. 


The act alone of getting a hot babe willing to get on her knees in front of him with her giant tits spilling out and those innocent, slightly fearful eyes staring up at him was enough to make his hard dick lurch and throb in anticipation. Exhilarated as he tapped at the zipper of his trousers, telling her to help remove his pants and boxers which Wendy followed nervously. 


“W-What is going on?... I can’t believe I’m really doing this…” she thought, taking an audible gulp as she prepared herself for the unbelievable things that were coming. Wendy made quick work of his pants, tugging them past that bulge that became only more visible being contained by only his boxers. 


“Huge…” she mouthed, taking in a deep breath before finishing the job and pulling down his beige colored boxers, gasping loudly at the sight of a ten inch dick that looked disproportionate to his usual appearance. 


Makarov eagerly removed the rest of his clothes to stand completely naked in front of the scantily dressed busty nurse, which completed one of his dirty sexual fantasies that he was touching himself too recently. 


“Wrap your fingers around it, Wendy!~... I’ll teach you everything, okay?... Give me a handjob!.. Stroke it up and down and make me feel good!” urged Makarov, beyond thrilled about the situation they were in. Alone at the guild with nobody to bother them, in his private office and having one of the hottest girls at Fairy Tail listen to his perverted demands and silently stroke his cock. 


It wasn’t the greatest execution, but she tried her best, and it was enough that the slender fingers squeezing his hardened shaft belonged to her. Wendy didn’t speak throughout it all and stared wordlessly at the sight of the slit at the top of his engorged crown, noticing the powerful smell of a man with his crotch this close to her nose and face, quickening the pace and pumping it harder and faster without instruction, following the natural flow of her experimental touching. 


“Aaaggh… Wendy!~....” cried Makarov, letting her know that she was doing a fabulous job and putting a smile on her face. 


She wasn’t doing anything special, but it was more than enough. Makarov hadn’t been touched in literal years, and Wendy’s appearance alone turned him on beyond belief. Her soft, small hands struggled to completely wrap around his girth as she reached a blistering pace with the aid of his precum oozing out and serving as lubrication, distracted to the point where the sound of his groans were tuned out, failing to hear his warnings until she was ambushed by a massive load of cum that shot straight out of his mushroom head and landed all over her white shirt that was further sullied by his copious spunk, still standing strong and hard as Wendy gasps at the sheer volume and the fact that he was still erect and ready to go.


“O-Oh my, Master…” 


“Wendy… Wow, that was incredible~.... Thank you…”


“You’re welcome, I guess….” she muttered, unsure how to respond to the compliment.


“Let’s keep going, shall we?...” asked Makarov, which admittedly was one of Wendy’s fears as she was hoping he’d be satisfied after finishing what he called a handjob.


“O-Okay…”


“Take off your clothes, Wendy.. It’ll only get in the way of what we’re going to do..” he said with an excited voice


Due to his prompting and needy behavior, all Wendy could do was reluctantly strip off her clothing, having trouble shaking her hips out of the pants and squeezing her breasts out of the revealing white top. Makarov couldn’t help but sigh in relief as the tight outfit was discarded onto the edge of the bed, her naked body and especially those huge boobs breathing freely and completely exposed to the world. 


The way her pretty pink areolas complemented her beautiful pale skin was mesmerizing, the size and sheer suppleness of her enormous breasts were a sight for sore eyes to see. Wendy was constantly training, and as a result was in top notch shape, slender and yet curvaceous and busty in all the right places. There was no sag to her tits, and her plump butt was well rounded and firm. Her pussy, yet unused, was clean shaven as well as her womanly long legs which he couldn’t help but admire the smoothness of her thighs as he watched her step out of her heels.


“This time, I want you to use your mouth darling…” said Makarov.


“U-Use my mouth?...”


“Yes… It will be similar to what you did with your hands… But it’s going to be even hotter than that…” 


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"Ah… Yes, this is heaven, Wendy… Just like that, do what I told you… Agh, be careful of your teeth.. Keep using those lips and wrap your tongue around me.. Oonggghooo~.." groaned Makarov, who was in a state of bliss from the inexperienced but sexy blowjob that was sending him to the heavens.


Wendy had no idea what she was doing, looking and feeling incredibly silly from the drool trickling down her lips as she clumsily bobbed her head up and down and attempted not to gag and choke. Makarov's penis was huge, two times larger than the average male. Her hands kept him at bay resting on his upper thighs, breathing from her nose as her mouth was full.


"It kinda tastes funny… It's not awful, but it's a little salty… And wow, are all penises this big?.. It's stretching out my mouth quite a lot…" thought Wendy, closing her eyes and dragging her lips up and down the foreign object, taking in as much as she possibly could, which was to be expected given her lack of experience. 


“It’s been so long…. Gah…. Wendy, I’ve forgotten the sensation of a woman’s hot mouth!...” gasped Makarov, his perverted comments making her blush harder, bucking his hips out of unparalleled joy, having become quite the quick shot after years of pent up sexual frustration. In truth, he wasn’t lying about his need for “stress relief”, this was certainly something that he desperately needed. 


Wendy gagged profusely with her eyes shut tight when Makarov accidentally forced himself painfully deep, sporting a massive ten inches required delicate care for the youthful Wendy. Makarov wanted to get out as much as he could, basking in the glories of oral sex for several minutes until he felt his limits steadily approaching. With his penis throbbing in between her lips, Wendy was confused at the reaction, unsure if this meant she was performing well or not. 


“Oh, Wendy~... It feels amazing, but you can do even better… Could you use those big tits of yours?... Wrap them around me, and keep licking and sucking me with your lips and tongue!...” he gasped, responding with a frantic nod of the head by Wendy who’s heart was racing wildly, in disbelief that her Master would refer to her chest as “those big tits”.


He wanted to finish with a bang, and what better way than to take advantage of Wendy’s loveable assets that seemingly came out of nowhere during her stages of puberty. She was only roughly 18 years old, but her body had matured to the point of its prime, reaching the largest size possible and having the sexiest curves. Those soft, warm and jelly like melons felt like they nearly swallowed him whole, if his erection wasn’t at such a freakish size, it certainly would have. Instead, his precum leaking tip had barely managed to escape her abundant cleavage, leaving enough room for Wendy to tilt her chin downwards and carefully suckle on the tip with her tongue sliding up and down in a precise manner.
Makarov’s words had become nothing but pure, lust-fuelled grunts, bouncing his thighs against the underside of her jiggling breasts, tilting his head upwards in glee with a stupefied expression on his face as he was prepared to blow. 


“I-Is he going to do it again?... Is he going to let out all of that sticky white stuff?..” wondered Wendy in a panic, unsure of the next procedure, wondering if she needed to pull out for him to finish all over her like he did last time. 


“Agh, Wendy!~... I’m going to blow!... Holy shit!...” he cursed, jerking his hips upwards a final time and slipping out of the confinements of her sweet lips, making Wendy yelp as she backed away slightly with her mouth opened in surprise, a geyser of semen shooting directly onto her hair, and all over her face and tits. Makarov wanted her to drink some of it, so he furiously jerked off the base of his shaft and angled towards her open mouth, emptying the contents of his balls directly onto her taste buds, causing her to shut her lips in surprise and curiously drink the potent tasting liquid in a huge gulp.


“H-Huh?... What did I just drink?... Ah, Master… Was I supposed to drink that thick white stuff?... Why did it taste so good?...” moaned Wendy, who was unsure of her own body’s reactions to receiving her first dosage of semen, carefully peeling her eyes open and looking up at Makarov’s face, feeling a tinge of relief from the incredibly happy expression he was wearing from having the blue busty bombshell swallow his seed.


“Oh my…..” he groaned, watching as Wendy naively used her fingers to scoop up the dripping remnant strands of cum hanging on her face and cleavage, truthfully finding the exotic taste pleasant as she brought her soaked longer fingers towards her mouth and sucked them clean off as if it were a yummy dessert.


Makarov’s cock pulsated with energy, the sight alone providing him with enough strength to maintain his uncontrollable libido. Having never lasted this many times without softening a singular time, never feeling this alive since his younger days. 


“Kyaa!~...” yelped Wendy, who had just finished cleaning up her appearance as best as possible, while also delighting in the taste. 


The sex craved old man pushed her onto the bed, with her luscious blue hair sprawled out underneath her. He completely absorbed the glorious sight of a naked, and exceptionally bodacious Wendy Marvell underneath him, adorably blushing as she quickly realized that this was the moment where Makarov had intended to make love to her, taking her sacred maidenhood away for himself. 


There were no words shared for several seconds, as Wendy watched as Makarov carefully pulled her legs apart, revealing her wet naked slit that had become this way after unknowingly becoming aroused from the musky jizz he’d constantly shot out at her body. Her arms were pinned underneath his large hands, but Wendy had actually managed to slip out of his grasp, much to his annoyance as she blocked his angling dick that was on the verge of penetrating her with her hands that had just protected her chastity.


“W-Wait!~...” she gasped.
“W-Wendy!.... I can’t get better if we don’t have sex….” he said impatiently, worsening her blush.


“I-I know we’re going to have to take that step, but….Whenever I dreamed about having my first time…. I always imagined that I would be on top, so I could look down and stare at the man who was taking my virginity…” confessed Wendy, averting her gaze and looking away as she couldn’t bear the embarrassment of expressing her secretly kept fantasies.


Makarov was more than happy to oblige, easing his weight off of her slender figure as they quickly swapped positions, with Wendy excitedly shoving him back on the bed and crawling on top of him.


“I had no idea that you even thought of these things, Wendy… You’re not as innocent as I thought, are you?... Here, show me what you got…” snickered Makarov, comfortably resting on the back of his hands as he took great enjoyment in watching Wendy carefully position herself the towering, intimidating cock that had just busted all over her on two separate occasions. 


“A-Alright… Here we go….” muttered Wendy, completely dismissing his comments as she was enraptured in the heat of the moment, losing her virginity that she’d kept her entire lifetime. Slowly descending herself onto the bulbous head, her wet folds slightly parted, carefully and cautiously swallowing the rest of his thick crown that caused her to bite down on her bottom lip to ease the pain, plunging her hips onto the enormous slab of meat that penetrated her virgin cunt after persevering through some resistance.


“Aagggghhhh!~...” grunted Makarov.


“Oooohhhnnnnnn!~...” gasped Wendy.


They were both howling due to several different things, in Wendy’s case, her pussy had just felt like it split open, and a surge of searing hot pleasure shot directly into her body at the feeling of being filled with hard cock. It wasn’t as romantic as she’d envisioned, with her blood seeping through and drenching her thighs and the mattress underneath from her hymen being wrecked by his incredible phallus. 


“Oooh, goosshh!~.. Master!~.... It hurts!~....” screamed Wendy, who had slight tears in her eyes as she grimaced, freezing in place as she moved a little too fast than she could handle.


“It’s okay, Wendy!... It’s always like this at first… Give it some time and you’ll start feeling great in no time…” he assured her, slowly rubbing her buttocks in an attempt to calm her down.


Needing a couple minutes remaining as so, as Makarov remarked that she was the tightest he’d ever felt, Wendy eventually mustered the courage to continue as the blistering pain finally ceased. 


With her palms pressing against his chiseled abdomen as she carefully tried to ride him, Wendy’s eyes drifted apart slightly as her mouth hung wide when she experienced her first vaginal sex encounter.


“H-He wasn’t kidding… This feels entirely different than a few minutes ago!...” internally commented Wendy, who winced slightly as she brought her hips forward after inserting a significant amount of his numerous inches within the depths of her warm, velvety tunnels. 


“Gaah, you’re incredible, Wendy!... You’re squeezing so tightly around my cock!~...” gasped Makarov, having trouble believing that this was her first and only time with a man from how pleasurable her tight figure was. 


“T-That’s good, Master!~.. B-But, it’s really big, isn’t it?!... Agh, I didn’t know that all of this could fit inside of me!~...” gasped Wendy, who couldn’t help but admire the fact that she was capable of actually engulfing all of that hard dick with her engorged pussy lips. 


“Yes!... Tell me, Wendy!... How does it feel?!...” he asked, having trouble maintaining the pace of his breath as he stared at her pendulous breasts flopping and jiggling from her frantic motions, increasing in speed with her longing desire amplifying from marvelling in the manly proportions of his virile cock.


“It feels wonderful, Master!~.. I didn’t know sex felt this good!...” yelled Wendy, rocking her hips back and forth in an almost animalistic manner, having trouble stopping herself now that Makarov’s length was beginning to please her. 


The feeling was mutual, clearly. As Makarov couldn’t help but hold tightly around her slim waist, watching as he constantly slipped in and out of her soaking wet pussy, piston like as her juices would occasionally gush onto the mattress underneath them and mix in with the slight stains of blood. Eventually, they lost themselves into the clouds of lust, enamoured by each other’s bodies as that wooden bed creaked back and forth over the course of the next half hour or so. 


Now that he’d cum several times, it took longer and longer to wring that white stuff out of his empowered dick. Until eventually, they were both reaching their climax, with Wendy’s fingers caressing his chiseled muscles while Makarov made her bounce up and down his lap with slight thrusts that nudged his cockhead even deeper until it pressed against her womb.


“Ohhhh, ohhhhhh!~... Master!~... I-I can’t… Something’s happening to my body!...”


“Good, good!~.. Let it all out, my cute Wendy!~... Me too, I’m going to cum!~... I’m cummiinnggg!~...”


That close, intimate contact was the final straw, leading towards both of their powerful orgasms to ring into each other’s ears as they cried in pleasure, with the virgin bluenette cumming for the first time, her vaginal juices squirting out of her tight folds while simultaneously milking Makarov’s potent seed that shot straight into her body.


A couple seconds went by as they caught their breaths, with Wendy feeling her insides full with hot, potent seed that was oozing from her cunt. With their bodies connected, Wendy pushed herself off his lap, letting out a satisfied sigh as his painfully erect and veiny penis slipped out of her abused cunt. 


“Wow… I’m really glad that I’m a Sky Dragon Slayer…” commented Wendy.


“Oh, why’s that?...” asked Makarov, much to his amusement.


“H-Having all this inside me could get me pregnant, right?... Well, those that are capable of using healing magic are able to control their cycles to prevent pregnancy…” sighed Wendy.


Makarov nearly flipped out after realizing that he could’ve potentially just knocked up one of his guild members, completely forgetting about the potential consequences, but able to laugh about it now that Wendy had revealed that lifesaving fact. 


“Although, to tell the truth.. I don’t think using a condom or pulling out of a hot babe like Wendy would be possible for me anyways…” internally admitted Makarov.


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It was a consensually, mutually gratifying experience. Therefore, there was no reason for the two to stop. Wendy and Makarov continued their sexual escapades throughout the afternoon and evening, assuming numerous positions as they wanted to keep fucking and cumming over and over. Makarov had put her in a missionary position and roughly thrusted against her sex, having his fill of mounting her and completely ravaging her insides with his strong cock. Of course, after her revelation, he’d always finish inside without fear. His dried up ball sack was finally receiving action and given a purpose, constantly emptying himself within the clenches of Wendy’s otherworldly pussy, that was slowly but surely morphing its size and shape to match his. 


“So good, so good!~... Your butt’s just as nice as your breasts, Wendy!...” commented Makarov when he was taking the blue buxom from behind, pounding into her guts doggy style as his hips bounced against the cushiony flesh of her rump, further infatuating him and putting new ideas into his head to try now that they were connecting and living out their inner carnal desires. 


Wendy’s Master wanted to fully conquer the delicious tasting virgin, claiming all of her holes to himself. He’d even managed to successfully persuade and convince her into taking her anal cavity, finding himself longing for it after watching how her butt would jiggle against his thrusts. After a couple minutes of contemplation, Wendy eventually gave in and spread her asscheeks apart, giving him way to demolish her puckered hole with his all powerful cock, needing to take even greater precautions then he did taking her vaginal virginity considering that anal sex was more dangerous and hurt greater. 


Eventually, things transitioned smoothly, and Wendy wasn’t thrashing about in pain but in odd pleasure when Makarov was slamming against her thick, round and plump ass. He’d never imagined that a woman could be this absurdly tight, having lost count of how many times he’d ejaculated.
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Meanwhile...


Sherria Blendy, who had become one of Wendy’s closest friends, was now visiting Fairy Tail to meet up with her. Although, it was odd that the guild was completely empty, as Wendy told her to meet her there. 


“Come on, I’m already having a tough enough day as it is!...” spoke Sherria, crossing her arms underneath her well developed bust, recalling her trip on the way to the guild where she received numerous catcalls along with men trying to look up her skirt. Sighing as she had to resist the urge to smack the many perverts with her Sky God Slayer magic. 


Walking around the guild in search of Wendy, eventually a discernible noise started picking up in the distance, with nobody in the vicinity being present. Upstairs in the office, noises of feminene and masculine groans could be heard, although she wasn’t necessarily sure what the source was. 


“What’s going on up there?... Is there a party or something?...” wondered Sherria as she went to check, overstepping her boundaries as a visitor but being unable to shake this sense of curiosity.


When she reached upstairs, she pushed the door slightly open to peek inside, which was Makarov’s mistake as he forgot to lock the door and put a seal on the room to block out the sound. 


Sherria’s face turned nearly as red as her hair as she covered her face within her hands, blocking her view as she gasped in colossal shock. Her best friend was in the midst of getting anally pounded by her elderly Guild Master, with a face full of lust caused by a man who was nearly tripled their age.


“Please cum in my virgin ass, Master!~... It’s all yours!~.. Fill me up with it!~...” screamed Wendy, who had become significantly sluttier for Makarov’s cock the longer time they spent together.


“Of course I will!~... Aghh, here it comes!~... Cumming into your ass!~...” he roared at the top of his lungs, shoving his hips forward and bottoming out into her big butt, with Sherria peaking through the cracks of her fingers and watching as the white seed trickled out of her bum and onto her soft thighs when Makarov pulled out. 


The Sky God Slayer magic user was visibly in utter shock, confused and at a loss for words as to why she was seeing the unlikely couple before her. A wave of conflicting emotions was running through her head. On the one hand, she was outraged that an essentially elderly man had sex with her beloved Wendy, but on the other she couldn’t help but stare and admire Wendy’s flawless skin, even while coated with sweat, juices, and cum. This was unbeknownst to many, but Sherria was secretly bisexual, although she hadn’t exactly realizedd it herself, perhaps always having held a crush on her bestfriend and beautiful partner Wendy.


Licking her lips at the sight of the busty brunette's heaving chest, those massive mounds of flesh moving with every deep breath, getting immensely turned on by the sight. Sherria admitted herself at that very moment that she certainly was attracted to the same sex, unable to keep her eyes off of Wendy’s insanely sexy figure, maybe even falling in love with the unfortunately heterosexual woman.


Accidentally, Sherria leaned far too forward and slipped through the crack of the door, swinging it open and slamming against the wall with enough force to elicit a noise to alert the couple of her arrival.  It was understatement to say that both Makarov and Wendy’s faces went pale with shock, the two reacting differently as they both had different reasons for acting the way they did.


“Ahhh!~... Oh my gosh, Sherria?!?!...” screamed Wendy as she yanked at the blankets sheets and futilely attempted to use them as cover, managing to only hardly contain areas of her marvellous body with that thin cloth.


Makarov, on the other hand, after calming himself down, reacted physically. His already hard cock throbbed upon seeing the equally busty and gorgeous wizard. 


The clothes she was wearing were on par in terms of eroticness and seductiveness as Wendy’s, although unintentional. Sherria’s contrastingly red hair was tied up in a twintail, and her short sleeved white crop top with a light pink trim revealed her toned stomach and lovely thin waist, wearing a dark blue short skirt that hugged around her wide hips with dark blue heels and painted finger and toe nails. It resembled that of a typical schoolgirl outfit, but the one she wore could hardly fit on her helplessly busty figure. Much like Wendy, she had also developed significantly in a variety of areas. 


“Say, Wendy… I can see that you’re very tired… Do you think Sherria could take over and help me take care of my urges instead?...” asked Makarov.


“Hmm…. That’s a good idea… Sherria might be able to help you!~” pondered an exhausted Wendy.


Sherria was in utter disbelief at Wendy’s response, having trouble believing that she really was this innocent and naive that she equates having sex with a man as old as Makrov as help. Before she could refute his suggestion with anger, Makarov brought up an interesting and tempting point.


“Oh, that really would be a good idea!... Maybe if Sherria and Wendy could kiss me as I make love to her, all of my stress would be gone!...” suggested Makarov slyly, having no idea about Sherria’s crush on Wendy and coincidentally persuading her with his perverted fantasies. 


“H-Huh?.. Kissing Sherria?.... I can’t say that I’ve ever thought of doing that before… But if it will help you Master, then I’ll do it!...” said Wendy with a huge smile, truly intent on helping Makarov in whatever way she possibly can. 


It was almost like she had no say in the matter, not that she could. Standing still as it was tough to process everything going down, Wendy broke her out of her trance when she looked over and spoke to her.


“Sherria… If you can bear with it, would you do as Master says?..” muttered Wendy bashfully.


“Of course!...” instantly replied Sherria, who’s mind wasn’t even thinking about the fact that she was required to sleep with Makarov, the prospect of kissing Wendy far outweighed the damages that giving up her virginity to the old man had in her mind.


“Have you kissed anyone before?..” asked Makarov, who was getting ignored by Sherria up until this point.


“No, I haven’t..”


“I see.. Well, before you kiss Wendy, you have to kiss me first.” he demanded.


“Alright, Master.” replied Wendy for her, although Sherria had no room to complain.


She walked forward and joined the couple at the spacious bed, gulping intensely as she started breathing heavily at the notion of finally engaging sexually with Wendy after all this time. Sherria didn’t know exactly when, but for a very long time now she’s been seeing her best friend in that light. Closing her eyes nervously, and nodding her head reluctantly, Sherria puckered her lips and braced for impact, unsure of what to expect.


Makarov wasn’t in the mood to play games, and immediately engaged in a steamy french kiss, parting her soft lips with his tongue and entering her orifice with ease, holding onto the back of her neck as he exhaled heavily while starting off already with very deep kissing. 


“Nnghh?!...” mumbled Sherria who grimaced at the salty taste, in slight disgust from having Makarov’s perverted tongue wiggle against hers, having trouble mustering the will to return his passion, begrudgingly moving her lips against his as his focus was entirely on her wet mouth. It wasn’t a secret, but she didn’t appear to be enjoying anything about it.


This went for several minutes, with Makarov grinding his front against her still clothed figure, and running his hands up and down along the curve of her butt. Sherria was having a hard time breathing, still not accustomed to the old man's breath she was tasting from Makarov’s forceful kiss, much to her displeasure. It felt like a century until she could finally inhale some oxygen, sometimes forgetting to breathe through her nose as she’d never expected mere kissing to last that absurdly long. After the old pervert had his fill, Sherry pushed him away by his chest to recollect herself, wiping the connecting trails of saliva from their lips as she persevered and survived that unpleasant hell and was rewarded with Wendy’s heavenly lips.


“Wendy… It’s our turn now…” panted Sherria, who was waiting for this moment, eyes glimmering with excitement as Wendy shyly nodded her head and leaned forward to meet her with a kiss.


Their mouths connected in a sweet manner, with Sherria smiling against her lips as Wendy’s was trembling slightly from the awkwardness of kissing another girl. It was a perplexing situation for her, who’s only seen straight couples and never actually thought of doing anything remotely lesbian.


The difference in terms of how badly both ladies want this was glaringly apparent, with Sherria taking the lead and kissing every inch and crook of Wendy’s strawberry tasting lips. This was what she envisioned as her first kiss, loving every second of it in comparison to the unpleasant saliva swapping with Makarov. There wasn’t really a moment where she felt any type of attraction towards the weirdly buff, old man. 


“U-Um?... Is it just me, or is Sherria really getting into this?..” thought Wendy, feeling a little bit off put by how enthused her best friend was, excitedly breathing through her nose as the contact of their lips created multiple smooching noises, having no indication that Sherria was a bisexual.


As they delve into the bliss of womanly love, Makarov begins unhooking Sherria’s skirt, taking it right off and then returning his attention towards her shirt and unclipping her pink laced bra as the girls continue to kiss. On another planet it seems as if Sherria didn’t resist or fight back against his touch, her mind filled with thoughts of Wendy as everything else that was occurring outside of her own little world was irrelevant. Makarov gawked at her raw, naked body, much to her annoyance.


“Sherria…. You promised, right?...” urged Makarov, waving his erect cock around teasingly, finally managing to snag her attention when he reached down and squeezed the flesh of her tits impatiently.


“Grr… Fine…” responded Sherria after finally releasing a dazed Wendy from the clutches of her lips.


---------------------------------------------------------------------------------------------------------------------------


Nearly a half hour later.


“Mmmnphh!~... Mmmnpphhh!~....” mouthed Sherria, who certainly was not having the time of her life. Currently, she was experiencing the same things Wendy did earlier. A blowjob titjob combo that made excellent use of her womanly features, however cringing hard at the unlikable taste. 


Wendy didn’t mind it, but Sherria hated it. Although the accumulated saliva left the tip of his cock shiny and slippery, that was no indication of how much she enjoyed doing this. Her marshmallowy tits were a perfect cocksleeve for her mammoth erection, and although she didn’t want to, Makarov held onto her head and guided her slight bobs up and down his length. She needed a lot more guidance than Wendy, who wasn’t as adverse to the idea as Sherria. 


“Come on, Sherria~... Suck it harder…. Use those tits to massage me!...” he instructed, to which Sherria would eventually follow with a disgruntled look, wrapping her jiggly melons around his shaft and keeping him as engulfed as possible. 


It amazed her how long this lasted, her jaw already sore from being stretched out this long and her neck cramped from the compromised position it was in. There was even a fair amount of sweat built up around her chest area from the hard, wet slab of meat that tasted of Wendy’s tangy pussy that spurred her on, gliding up and down the crevice of her cleavage. 


Makarov didn’t feel that same emotional attachment he did with Wendy since she was one of his most renowned Guild Members, so he didn’t bat an eye when treating her a little differently. Sherria’s disgruntledness was obvious, but that didn’t bother the old man who was selfishly masturbating himself towards another glorious ejaculation. He failed to warn her of his predicament, instead grasping onto the strands of her luscious locks and grunting helplessly as his hips jerked forward and he erupted inside of her mouth. 


“Nnnngghh?!?!?!?!” sputtered Sherria, who’s eyes bulged open when her cheeks bloated like a balloon from the incredible amount of thick, sticky cum. Her lips were glazed in his spunk and the second spurt practically leaked straight down her throat, causing her to gag from her mouth being filled and being forced to swallow unless she wanted to drown. Makarov was completely emptying his load as he pulled out of her soft lips and then aimlessly firing, the rest landing all over her face, hair and tits as she grimaced and turned away. 


There was still so much semen swimming in her mouth as Sherria felt the urge to resuscitate it, preparing to do so as she gathered herself with a few deep breaths. Right before she was about to spit out the salty treat, Wendy swooped in and captured her lips. Shocking everyone in the room as she lustfully held onto the back of Sherria’s hair, pulling the filthy seed in her mouth that Wendy loved herself, wriggling it around and entangling their wet muscles together as the bluenette stole every single drop that resided within her cheeks, constantly gulping and swallowing both Sherria’s spit and her Master’s tasty spunk.


The red haired woman’s core was on fire from how aggressively Wendy had just kissed her, eyes delirious with lust as Wendy pulled back and started to kiss and lick at any other area where Makarov’s jizz was dripping from. Her pretty face, those impressively big breasts, no matter where she would suck and lick it all up. 


“Wendy…” muttered Makarov, who was elated from how dutifully Wendy was cleaning his cum.


“We can’t waste Master’s precious seed now, can we?..” seductively whispered Wendy with a playful wink.


Sherria was in bliss from having just made out with her crush, meanwhile Makarov was in awe because of how fucking hot that depraved sight truly was.
---------------------------------------------------------------------------------------------------------------------------


That was all Sherria needed as motivation, putting up with whatever Makarov asked of her if it meant having an excuse to do naughty things with Wendy. That sloppy, tongue twisting kiss from earlier set her pussy and insides on fire. 


Makarov had her pinned down on the bed with her mind racing with perverted thoughts, with Wendy helping her throughout the process as she gripped onto her hips and was preparing her deflowering. Sherria only snapped out of it moments before the sex would actually occur, gasping loudly when her vision cleared and all that was on top of her was the sight of the buff, naked old man that was Makarov staring down at her and breathing hard. 


Responding naturally just like Wendy did, Sherria tried to cover up her entrance with her hands and insisted he waited. Makarov grew annoyed as his jabs failed to push past her open palms, grunting in frustration as his cock demanded more relief.


“Hey, come on!~...” insisted Makarov.


Before Sherria could speak, Wendy took the initiative and acted upon her own horniness, not out of necessity to follow Master’s orders but because she herself wanted to do it. At first she was bewildered from the notion of kissing another girl, but now she wanted to kiss Sherria. Frenching her mouth once more as she clasped her hands onto the back of her neck, causing her to moan in heavenly pleasure as her wrists and resistance slackens as a result. 


Wendy took this chance to grasp her wrists on her own, their fingers entangling as they held hands as the bluenette pinned her friend down onto the bed as she deepened the kiss. 


“Aaaaggghhhh!~...” yelled Sherria at the top of her lungs, voice muffled and moans concealed by Wendy’s tactful lips. Makarov plunges himself into Sherria’s awaiting, hot snatch that was slick with juices from the torturously pleasurable kissing with Wendy. Her heart fluttered and her pussy tightened relentlessly. 


A few quick thrusts was all that he needed to ravage her hymen, destroying it which stained her thighs with her maiden blood. Sherria thrashes about with her body jerking wildly in frustration, having never imagined being penetrated by this wholly cock was this powerful. Boiling hot surging pain stung her tight cunt, as she nearly hyperventilated from her erratic breathing.


“Don’t worry, It’ll be okay Sherria~... Just relax… It’ll start feeling really good, okay?...” whispered Wendy against her lips, staring her romantically into her eyes and causing Sherria to blush, slowly nodding her head in response as she trusted and admired her best friend and hopefully eventual lover. 


“O-Okay, Wendy… I- nngh!~.. Believe you!~...” she gasped heavily, with Makarov refusing to give her required time to adjust.


“Muah!~... You’ll get through it, and you’ll start getting used to it soon, okay?...” said Wendy in between kisses, constantly rewarding her with smooches as Sherria obediently listened.


A few minutes longer, and sure enough, Wendy wasn’t lying. Although she wasn’t proud of it, or wanted to admit it, Sherria let out a series of moans and gasped in unbelievable pleasure when her sopping wet cunt was repeatedly beaten by Makarov’s fat and thick cock. Now that it seemed Sherria didn’t need her assistance any longer, Wendy pulled away with a gleeful smile. 


“So?... How is it now, Sherria?... Better?...” asked Wendy, which Sherria was struggling to cope with his immense size, but finding herself reacting orgasmically. 


“Ooohh, wooow!~... She’s still not as tight as you, Wendy… But Sherria is definitely the second greatest fuck I’ve ever had!...” praised Makarov, which actually made her blush in response.


This transitioned into hardcore, breathtaking fucking. Sherria felt like her tightness was being crushed by Makarov’s veiny beast, constantly pounding her into a moaning mess as sweat clung to her skin, their genitalia connecting closely together as Makarov shoved himself balls deep and hammered her against the mattress. It was exhausting and took a large toll on her smaller body, but oh did it feel fucking godly. Their skin clapped together for nearly an entire hour, until both Sherria and Makarov had enough. After they filled the room with their incessant, voracious groans. It was finally time for that highly anticipated creampie, as Makarov kissed the nape of her neck and groaned into her ear.


“Gaaahhh, you’re too much, Sherria!~... I’m going to fill your pussy up with my cum!~...”


“Nnnnoooo!~... Anywhere but insiiideee!~....” vocally pleaded Sherria, however her body betrayed her, climaxing an instant after as her orgasm caused her entire being to shudder violently as her squirting cunt clung to his immense meatstick, causing it to respond naturally by unloading a flood of semen within her womb.


“Nooo!~... How could you do that?.. Oonn, goooshh… There’s way too much!~... What if I get pregnant?...” she complained, wiping the sweat off her forehead with her arms as she panted breathlessly. 


“Hahaha, don’t worry, Sherria!.. You’re a healing magic user too, so you can control your pregnancy!... We’ll be okay..” assured Wendy.


“Really?... Thank god!...” sighed Sherria.


“Yup!... You know, I can use my fingers to help you too if you need?...” giggled Wendy, who wanted to get in on the fun. 


This turned Sherria into a sex craving beast she never knew she was capable of, leading into their following lust-fuelled sex acts that were mindboggling with ecstasy. Makarov was just a perverted old man in her eyes, but boy did he have a talent for pleasuring women. They spent the next several hours making love past the night, and even claiming the resisting buxom anally as he did with Wendy. 


After the end of it all, Makarov found himself lodged in the middle of the two busty healers, with their arms wrapped around him and their sweaty tits sandwiching his face, cuddling up to him as they spooned naked on his bed with only a thin, nearly see through blanket sheet covering them. 


“Ahhh…. I’m in heaven….” he thought, copping a final feel as the two had already dozed off to sleep, physically drained and mentally exhausted from the constant orgasms that wracked through their body.


---------------------------------------------------------------------------------------------------------------------------


The morning after…


Makarov was the first to wake up, and woke the others by fondling their tits and fingering their abused pussies to climax until they fell out of their sex induced, deep slumber. 


“Kyaa?!~...”


“Oonnhhh…. What happened?...”


After they come to and discuss several things, Wendy asks Makarov what’s going to happen between them now that they’ve crossed the line and indulged in furious, passionate sex. 


“What’s going to happen?... Well, I think it’s safe to say that both your healing and love making should solely belong to me now…” 


Sherria was about to refute his statement, until Wendy agreed instantly.


“H-Huh?... How come you’re so easy to give in, Wendy?... Don’t you have anyone else that you want to do this with?...” whispered Sherria into her ear.
 
“Well… To tell you the truth, I can’t really envision myself sleeping with anyone but Master…. And, I had a lot of fun kissing you too….” responded Wendy, loud enough for Makarov to hear. 


“.....!!!!!”


“In that case… Then I declare that my body belongs to Makarov too… And, Wendy.. I have something I need to tell you…”


“Yay!..... And okay, what is it?...” 


“I’m proudly in love with you!... More than just a friend, Wendy!....” she confessed, much to Makarov and Wendy’s surprise as they took a moment to react.


“Y-You love me?... But, w-we’re only loyal to Master and his need for love making..” mumbled Wendy, who was in a state of shock and embarrassment.


Sherria, in protest, crawled downwards and placed a kiss on Wendy’s sensitive pussy, making her moan as she trailed the slit teasingly with her tongue.


“I will only make love to Makarov if you are there, Wendy..” demanded Sherria, looking directly towards Makarov for his answer.


He simply nodded in agreement, already stroking himself to life as he stared at the youthful ladies quarrel.


“But, this is really tough, isn’t it?... I’m already so sore, and we only spent one night with him… If we don’t want our bodies to break, we should probably find some other girls to help with this problem too, don’t you think?...” suggested Sherria, in the midst of stretching as she spoke. 


“A splendid idea, Sherria..” smirked Makarov.


All at once, a number of girls around Earthland sneezed as it seems their intertwined fates were decided for them at that moment, with their only lover being one man and one man only, Makarov.


The list of those ladies are as follows….


Lucy Heartfilia
Erza Scarlet
Mirajane Strauss
Lisanna Strauss
Cana Alberona
Brandish
Kinnana
Meredy
Princess Hisui






























 






