How (Not) to Use Take Over Magic

BY : Madam_Facilier
Category: +. to F > Fairy Tail
Dragon prints: 1812
Disclaimer: I do not own Fairy Tail in any way. This story was not written for profit.

There was an unspoken consensus in Fairy Tail—with the exception of Natsu, but he was a lost cause—that Lucy Heartfilia’s breasts were glorious.

Lisanna considered herself a very lucky woman as she yanked the blonde’s black tank top down, making the spaghetti straps slide off her shoulders while Lucy’s breasts bounced free.

“Lisanna?” Lucy bit back a moan as the youngest Take Over mage cupped her breasts from behind. They were large, but not so much to be considered overkill. (In the past, Mira liked to say that Erza was a prime example. Come to think of it, in the old days, she used to accuse Erza of stuffing her bra, too.) Lisanna was almost content to just hold the blonde’s warm mounds. “I-I’m not sure about this…”

“You were the one who asked, Lucy,” Lisanna teased by tweaking the blonde’s nipples, eliciting a yelp from the bustier mage. “I thought you wanted this.”

“I-I do…” Lucy took a deep breath as Lisanna continued fondling her breasts, her face flushed pink. It didn’t matter if it was out of embarrassment or arousal. The blonde squirmed as she fisted the sheets of the bed they sat on.

“Are you ready?”

Lucy closed her eyes. This was her last chance to back out with her dignity—somewhat—intact. “Yes.” And it was gone just like that. She felt so incredibly dirty, but she had also wanted to try something exciting and new and…and this was so filthy and taboo that it made her heart race!

The blonde’s breath hitched as something slithered over her bare thighs—when did Lisanna take off her shorts? Lucy opened her eyes, gasping as two pink octopus tentacles carressed their way up her torso. They dragged slowly along the sides of her breasts, which Lisanna squeezed appreciatively before she reluctantly released them. The pink flush on Lucy’s face burned into full-blown red as the tentacles wrapped around her breasts.

Unlike Lisanna’s cradling hold, the tentacles handled her bosom more roughly, making Lucy moan. The ends of the tentacles circled her nipples, and as the blonde shut her eyes, she was assaulted by the sensation of tiny suckers rubbing against her areola. “Lisanna…” Lucy whined.

“I really like this side of you, Lucy,” Lisanna purred against her ear while the thinner end of the tentacles coiled around the Celestial Spirit mage’s nipples. “I didn’t think you had it in you to be so slutty,” she finished as the tentacles squeezed firmly around Lucy’s breasts and nipples and the blonde cried out in surprise. What else explained why Lucy wore something that she knew she couldn’t wear a bra underneath?

The ends of the tentacles retreated from her nipples, making the blonde open her eyes. While the tentacles never loosened their relentless hold on her breasts, the thin tendril-like ends pointed to larger suckers not far down. Suckers that looked large enough to—

“Ah!” Lucy’s face burned with the realization of where the suckers were going to stick. Moving forward meant bringing herself closer to the tentacles but trying to wiggle away prompted Lisanna to wrap her arms around the blonde’s stomach to hold her in place.

“Where are you going, Lucy?” Lisanna sang. “Let’s have some fun!” The suckers clamped over Lucy’s nipples and she moaned loudly. The tentacles, as though invigorated by Lucy’s cries of pleasure, squeezed her breasts while the suckers sucked her nipples.

Lucy panted as she leaned her head back against Lisanna’s shoulder, closing her eyes as she lost herself to the feeling. The suckers on her nipples were warm and slimy but they held fast and sucked as relentlessly as the tentacles groping her chest. The obscene slurping noises made it that much more erotic. It felt so wet—and so hot—that Lucy arched her back to thrust her chest out just to feel more. “Lisanna…feels…too hot…” she moaned as she squeezed her legs together in a futile attempt to quell her burning desire.

“Are you close, Lucy?” Before she could say as much, Lisanna turned Lucy’s face towards her and kissed her passionately. Lucy mewled into the kiss as she came, tensing as her lower lips clenched around nothing. Lisanna broke the kiss and Lucy gasped as a finger around her sensitive wet core. “You’re soaked…and we haven’t even played with your pussy yet!“ Lucy blushed madly at the vulgar term but Lisanna wasn’t fooled. Whatever innocence Lucy had had was chucked out the window out of her own volition. “It’s time we change that.”

“Wha—?” Lucy’s breath hitched as a third tentacle replaced Lisanna’s finger. Circling her entrance, teasing the tip inside for a shallow thrust, pulling out to stroke up and down her sex. The blonde gasped and her hips bucked when the tentacle poked her clit.

“You’re so sensitive there, Lucy,” Lisanna said while the tentacle circled the blonde’s clit, making her whimper as her hips bucked from the extra attention given to the sensitive nub. “I think you’ll really enjoy this.”

Lucy didn’t understand immediately what Lisanna meant, but her eyes widened as a sucker hovered over her clit. “W-wait!” Lucy scrambled to close her legs but Lisanna grabbed under the blonde’s knees to spread her wide open.

“No—!” The Celestial Spirit mage choked as the sucker attached to her clit. She tried to flail as the sensation became too much, but she found that her arms were bound behind her back by another tentacle and rendered her defenseless.

Lucy cried out as a second orgasm was ripped from her. Before she could regain her breath, the blonde moaned out of shock as a fifth tentacle slithered into her core and pumped in and out steadily. “L-Lisanna, please!”

“Please what?” The Take Over mage asked innocently. “Do you want more?” The tentacle thrust in roughly, drawing a cry out of Lucy.

With no way to escape, Lucy was forced to watch and feel the tentacles that tormented her body. Fondling her breasts, sucking her nipples and her hypersensitive clit, and thrusting into her core…The sight was so debauched and the sensations too much that Lucy came a third time.

She barely had time to recover when a sixth tentacle joined the one already inside her. While the first one made slow, deep thrusts, the new invader pounded into her quickly. But both hit a spot inside of her with each thrust that made the blonde’s hips jerk weakly. Lucy would’ve screamed out her next orgasm if Lisanna hadn’t silenced it with a kiss.

By the time the Take-Over mage released her lips, another tentacle barely got its tip into Lucy when she came again. At this point, Lucy was sobbing. She was overwhelmed by everything but the tentacles continued to pleasure her. “Lisanna…p-please, no…I can’t…” Lucy let out a long moan as the three tentacles writhed and thrust into her at different speeds. “…come…not again…”

“Yes, you can,” Lisanna cooed into her ear. “I want you to come one more time, Lucy.”

The blonde shook her head, an answer that didn’t satisfy Lisanna but she let go of her legs. For a moment, Lucy thought that Lisanna had listened until she was turned around and forced to support herself on her knees while her arms remained bound behind her.

Lucy’s face burned when she peeked at Lisanna’s lower body. Instead of human legs, the Take Over spell replaced them with eight octopus tentacles, seven of which had applied themselves somewhere on or inside Lucy.

Lucy felt her chin being lifted up so she could look into her lover’s blue eyes. “Just one more, Lucy,” Lisanna said. “One more and I’ll drop the spell.”

Shaking and barely able to support herself on her knees, Lucy nodded. She gasped as another tentacle thrust into her, joining the ones wreaking havoc in her sex. “Feels…too good…” The blonde wanted to come but she felt too overwhelmed to do so.

The tentacles on her breasts and clit released the Celestial Spirit mage. Lisanna grabbed her ass to pull her closer. Lucy yelped as Lisanna licked one of her nipples while she pinched and fiddled with the other. The suckers’ actions had made her nipples that much more sensitive. “L-Lisanna! Stop licking my nipples, please!”

If Lucy thought that would convince Lisanna to stop, she was wrong. Lucy’s breasts were soft and warm, tipped by tantalizing pink nipples that were nice and perky. Lisanna was disgruntled to learn that the suckers had failed to arouse Lucy to produce milk. But that was something to look forward to next time.

And there would be a next time. Lisanna had ruined Lucy for everyone else and by the time she was done, Lucy Heartfilia would never be able to find anyone who could satisfy her. And the Celestial Spirit mage would always return to the Take Over mage for more.

But for now, Lisanna was getting impatient. Lucy wasn’t coming fast enough, though her sobs had turned into soft moans. Lucy was barely aware that her arms had been released until she fell face first onto a pillow, her ass high in the air while four tentacles continued to pound into her. “Lucy,” Lisanna murmured into the blonde’s ear as she slid her hands under Lucy to cup her breasts. “You need to cum if you want me to stop.”

Lucy panted as Lisanna’s fingers began to play with her sensitive nipples. Combined with the tentacles fucking her, everything began to feel too hot all at once. Lucy sobbed into the pillow as she came for the sixth time that night.

At once, the tentacles vanished and Lisanna was back to her normal form. The Take Over mage ran two fingers along Lucy’s pussy, drenched from so many orgasms and her own arousal. Lucy whined in protest and Lisanna pulled her hand away to flip the Celestial Spirit mage over.

The blonde panted heavily, her breasts rising and falling with each breath. Brown eyes unfocused with lust tried to meet blue through half-closed eyes with tears in the corners. Her tank top, which had been pulled down earlier, now rested under the swell of her breasts. In this state, Lucy was the picture of an utterly fucked whore.

It was hard to imagine that this was the same woman who had asked—looking embarrassed as she did—to experiment with her octopus form.

“Are you all right, Lucy?” Lisanna asked. The blonde nodded weakly in response. “Was it too much?” There was a brief pause before Lucy attempted to shake her head, only able to turn her head to one side as her fatigue lulled her to sleep.

The Take Over mage watched the Celestial Spirit mage’s short pants turn into steady breathing. “We should do this again some time,” Lisanna said, even though she knew Lucy couldn’t hear her.

Lisanna didn’t notice the small smile that formed on Lucy’s face from those words.



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