Chapter Twelve - Sweet Lovemaking With Levy

The longer Levy spent with Lee, the more she found herself liking him. Of course, he was handsome and smart, but he was also kind and thoughtful. One might think that was a contradiction for the obvious anxiety that Juvia showed regarding his closeness to Levy, but it didn't really seem to be so. He would frequently have to take breaks to assuage some bout of manic jealousy or neediness before coming back to their studies - and he never seemed put out by it, either.

He also had a friendly, jocular attitude. It was unusual, but it suited him well, as he would make these absurd claims and sweeping turns of phrase as he spoke about this or that. Even if they were technically true, there was a degree of comic exaggeration to pretty much everything. The meal wasn't great, it was "a breakfast befitting a champion such as myself", Juvia wasn't beautiful, she was "as lovely as the sun cresting over the sea's horizon", and Levy wasn't smart, she was "the most brilliant woman I have ever known!" It made just talking to him a bit of a laugh.

Somebody who hadn't been tutoring him might have thought he was just a cocky buffoon, but having seen how quickly he picked things up, she couldn't. He was honestly smarter than her, he just didn't know quite as much about the domains of her expertise.

He started calling her Teacher at some point in there, and she felt a tad embarrassed, but also a little delighted. It felt like a title above her station, given how quick he was picking up everything she was teaching him. Her hands were becoming subtly more and more willing to brush across his bare skin. He certainly didn't seem to mind that. And he had a lot of bare skin, very available to touch and feel. He responded in these beautiful, subtle ways, the faintest shift in his expression, the movement of his legs, that left there little doubt in her mind that he was liking it. It even excited her, in some embarrassing way, provoking that kind of response from a man.

So, after one tutoring session, and after Juvia had left to go get groceries (which Levy knew by experience would take her a while, as she would fuss over everything), Levy let her hand wander slowly up Lee's thigh. She pushed his shorts up in the process, feeling up the muscle of his leg, glancing at him out of the corner of her eye. There was the subtlest bob of his throat, as if he was really feeling it, and the backs of her fingers soon brushed against his cock. It twitched in reply, as if he were a young, innocent boy, and she really were his 'Teacher'. There was something very enticing about that, getting that kind of response from a man like him.

She shifted her hand, watching his face as she did, until her palm rested against his cock. He swallowed, his eyes on hers, and she couldn't help but smile, enjoying the thrill of sexual power, getting that kind of response from him. Her fingers began to stroke his length, slowly and gently at first, then faster and faster. She leaned forward, meeting his lips with hers. It was a soft, sensual peck, lip against lip.

There was no asking if it was alright. No questions. She could feel a heat blooming in her cheeks, a raw desire for him manifesting in her body in countless minor ways. She wanted him. Wanted to take him. She'd never done this before, he was so much more experienced, but she wanted to be the one leading the way despite that. Her fingers stroked up and down his length, pumping his cock through the fabric of his pants. Her breathing was a bit heavy, just from doing this much - she couldn't even see his cock, yet she was so excited. It was like all the built up sexual tension from days of touching him in ways casual and intense were now about to explode.

She barely managed to control herself enough to keep from just jerking him off until he creamed his pants, breaking off their kiss to speak. "Let's continue your lesson in the bedroom," she said, as she pulled her hand away.

"I am more than happy to continue to be taught by you, Teacher," he said, somehow still boisterous despite the way he clearly had to awkwardly walk alongside her, his large and hard cock posing quite the problem to his gait. She smiled a bit as she saw it, as she saw the tent in his pants, the way it slid down one leg of his shorts and just threatened to burst free. She had done that to him. This smart, handsome, heroic man - she'd gotten him like this.

After having been beaten up and humiliated so recently, the power trip was even more appealing. She was excited. She was wet. She wondered how long ago she had decided to do this, because it felt like it must have been when Juvia left, at the absolute latest. Perhaps even before that. "Lie down on the bed," she ordered, and he obediently did so. She moved to straddle him, pulling down his shorts, and she suppressed a gasp as she saw his turgid length burst free into the open air, pointed directly at the ceiling.

It was larger than she had expected, even having groped it, having seen it against his pant leg. It was like an animal thing, threatening to explode at any moment, twitching and throbbing with raw desire.

Raw desire for her, she couldn't help but mentally note, the curl of a smile appearing on her lips as she thought that. Her fingers began to stroke it again, and Lee let out a low groan. "That feels so good, Teacher," he breathed out.

Teacher. That was sexy. She was 'teaching' him, wasn't she? He wasn't a virgin, but she was teaching him about her, about her body, as she gingerly ran her fingers up and down his cock, staring down at his virtually naked body, her free hand reaching down to push aside his clothes. "What should I 'teach' you next?" She asked, smiling as she saw him rendered naked beneath her, saw his bare chest, his muscular abs, his handsome features. She tried to reach for his sunglasses to remove them, but for whatever reason, he didn't let her. "Should I 'teach' you what the inside of my pussy feels like?"

She must have been really caught up in the moment to say a line like that. Lee certainly seemed enthused by the idea, judging by the frantic nodding, the way his cock twitched in her hand. "I would adore being given the chance to experience that with you."

She flipped up her dress, ready to push aside her panties - only to find they were somehow in Lee's hand already. Her bare sex was already exposed, the tingle of air against it feeling all the sharper now that she was aware of it. She felt a flush in her cheeks at the realization that she had been going commando for however long without realizing it, but she was committed at this point.

She positioned herself over his cock, teasing her pussy against his tip. Her juices began to slowly trickle down it, but the sparks of pleasure that came up were sweet - not overwhelming, but pleasant, sending a shiver up her spine as she gingerly kissed at his cock with her lower lips. That thought made her lips curl up, her embarrassment forgotten, and she began to repeatedly kiss his dick, smearing her juices against it as she moved up and down, petite bobbing movements that only accounted for an inch or so but were clearly quite intensely effective. She thought she could feel a trickle of precum, though she didn't manage to actually see it before her lower lips had kissed it away.

"Teacher, your lesson is driving me beyond the point of reason! Please, have mercy upon this needy soul and grace him with your sex."

His words made her smile, but even given everything she'd done so far, Levy wasn't the sort to delight in teasing someone who didn't want to be. She started to slide herself down his cock. It felt huge, this enormous, wonderful thing that filled her up in a long, laborious motion, pushing aside parts of her she had hardly been aware of before now, as they got plugged up. She shuddered as she felt it, sucked in a deep breath as she managed to get past the halfway point. Her legs trembled, but she kept going, enjoying being on top like this. She was in control. She held the power, here. Lee's twitching rod inside her showed as much.

When she took him entirely to the base, it felt incredible. Their two bodies were merged into one. She reached down for his cheek, brushing her thumb against his cheek bone, then leaning down over him, keeping his length inside her all the while. Lip pressed against lip, mouth against mouth - his tongue flicked against her lips, as if asking to come inside, and she opened her mouth. A moment later, his tongue was practically invading her mouth, spreading her lips wide, teasing her palate, her gums. It made her toes curl, and she naturally began to pay him back in kind, doing her best to reciprocate the movement, though she clearly had far less experience. Wiggling her tongue this way and that was wonderful.

Lee's hands reached down for her ass, then, fingers briefly squeezing at her butt. It served as a nonverbal reminder that they were supposed to be having sex right now, not simply kissing each other while his cock rested inside her. It wasn't insistent, but a gentle nudge - and she wanted to keep going anyway. She began to slide her ass up his length, enjoying the pleasure that came with it, her breath hitching in her throat as warmth spread out from between her thighs.

She broke off the kiss, knowing that she probably looked at least slightly out of sorts, and spoke in a soft, nervous voice, as she tucked her hair behind her ear so that it didn't block her view of Lee. "Do you like it?" It wasn't a genuine question, but some teasing little thing, accompanied by a gentle curve of her hips in a lovely circle around his cock, rubbing it all along the inside of her sex. It felt probably better for her than it did for him, as she felt her sex tingle with energy, while he simply gasped in response, fingers briefly digging into her ass cheeks.

"I love it, Teacher," he told her, and she couldn't help but smile at the line, her fingers softly trailing along his cheek. It felt good. Very good. Could she really maintain any kind of pace when she was so close to coming already?

"Would you like to learn what my naked body looks like?" She asked. He nodded rapidly, head bobbing up and down, and she peeled her dress up and off her body, tossing it to one side. She wasn't as busty as Juvia by any means, but she knew he was also in a relationship with Konata, so...

Any concerns he might not like her relatively petite breasts disappeared as his hands hungrily reached for her breasts, caressing them, fingertips playing with her nipples, rolling around them. His eyes were possessed of a manic glint, as if there was nothing in the world so vital and valuable as her own bosom. She shivered, swallowing, knowing her own orgasm was about to come. Her hands went for his chest, gripping his stomach - and then she came. It was a titanic surge of pleasure, her back arching as her sex squeezed down on his cock. Her head cast backwards, a low moan escaping her throat, this vibrant, animalistic thing that seemed to resonate with the very core of her being.

Lee's hips bucked intermittently, an autonomic response to the stimulation, his breathing loud in the empty room, as she just rode out her blissful orgasm. He didn't grasp her by the hips to seize control of her body - he just gently teased at her breasts. After a few seconds, he leaned up, sucking on one of her nipples, his lips pressing against her areola, his teeth gently teasing the nub. Her hands went to his head, then, grasping it in both arms and holding him tight against her, a nonverbal statement of her own: keep doing that.

"That's good, Lee," she breathed out, her voice quivering as she came down from her orgasm. "That's very good." She started to move her hips, forced to make the motion as much forward and back as it was up and down, his cock twisting around inside her in the process. Lee just groaned in response to the stimulation, his eyelashes - just visible behind his sunglasses from her angle above him - fluttering, his expression one of intense pleasure. She did her best to move her body in the way that got him to feel the best, but she had to admit to inexperience.

Lee seemed to have no such problems. Now that she had found a pattern, a position - now that he was pressed against her breast - he seemed to begin to develop more complex movements. One hand slid down her stomach to begin to tease at her clitoris, pressing down against it and sending sparks of pleasure along with the already-blissful experience of having Lee's entire length inside her. She gripped Lee tight against her, groaning softly and gasping in pleasure. "Keep it up, Lee. You're doing wonderful," she panted down at him, and it only served to intensify his movements, his free hand playing with her breast, fingertips against her nipple.

She could hardly stand it. She wanted to play the role of the teacher but she was about to come again, and he hadn't come even once. She ground down against him, her movements becoming more intense, frantically slamming her hips up and down, twisting them left and right. She worked her inner muscles around his cock, even as her fingers practically clawed at Lee's back, as she pressed her breast and chest further into his face. Her ragged breaths seemed to echo in the room, and then - she exploded in ecstasy, her cheeks lighting up. A moment later, Lee joined with her, hips bucking as something hot and sticky began to fill her up. She let out a long, shuddering breath, eyes closing for a moment as she simply enjoyed it.

When he was finished, completely and utterly, she pulled off in a slow movement. Her legs felt wobbly, and she threatened to topple; Lee reached with one hand for her hips, holding her steady. A moment later, she felt her energy return, the sweat having vanished from her skin, the exhaustion completely gone. Even the feeling of cum inside her was absent as well.

"What would you like to do next, Teacher?"

She smiled wanly at that, honestly having no idea. Going a second round? Calling it there? No, she didn't want to call it there. She wanted to show him a part of herself she rarely showed, the part that was fierce and competitive and energetic. She wanted to show off. She licked her lips momentarily, then smiled as the thought came to her.

She shifted on the bed, sliding down towards his legs, until she was straddling his calves. She wet her lips with a few movements of her tongue, then leaned forward, wrapping his cock in her mouth. She couldn't taste herself on it, and she began to gently suckle and lip what was in her mouth. Her hand reached for his main length, beginning to stroke it. She just stared up at him, as if daring him to offer any objection to her conduct - fortunately, he didn't have any.

"Ah, that's so nice," he breathed out, his fingers clenching up around the bed sheets on either side of him, his breath somewhat unsteady for the moment. She enjoyed seeing him like this, his naked body still leaning up, showing off those gorgeous abs, that handsome chest, both still perfectly glistening with sweat, as if selected for specifically the most beautiful amount, the quantity that exactly showed off and drew attention to his muscular physique.

She started to stroke his cock, then, her hand moving up and down his length. Her mouth began to work overtime, her tongue flicking and twisting at his cock. She tried all sorts of strange shapes, poking the tip, flattening out and lapping at the underside, bringing it down from the top. Her cheeks would hollow intermittently as she tried simply to suck, and each time she did that, there would be this intense groan from Lee, his whole reaction absolutely wonderful to watch.

He was letting her do it at her own pace, but she knew she could do better. She began to engulf more of his cock with her mouth, bathing his dick in wet spit as she slid downwards. Each little trickle of it, slowly slithering down his whole length, was soon grabbed by her still-in-movement hand, stroking it in, smearing it along and lubricating the journey, adding a wet noise to the sound of each stroke.

Where his cock was in her mouth, it was now so deep she couldn't like the tip, so she instead began to worm her tongue along both sides of it, slithering it up towards the top, then dragging it back down before repeating the movement on the opposite side.

Lee groaned in response to the pleasures she was inflicting on him. His hips buck mildly, and his cock hit the back of her throat, prompting a brief gag. The spray of spittle caused her to pull back, but she didn't stop sucking his cock even then, keeping her lips in their tight seal. If anything, the movement let her jerk him off more effectively, all the drool that she'd been bathing the upper part of his cock now getting smeared across his entire length as her hand frantically worked him over.

She looked up at him, silently urging him to come in her mouth. To find release. To prove that he enjoyed her body, her mouth, her tongue, her hard work. His length twitched and throbbed, threatening to explode at any moment - and then the naughtiest thought came to mind. Her hand snapped down near the base, gripping it firmly, preventing any nascent orgasm from escaping as she pulled the rest of the way back. With her free hand, she started to jerk him off while holding him like that, her lips curled up in a smile. "Where do you want to come, Lee? Do you want to come in my mouth?"

"Yes," he gasped out, and he wore just the cutest, sexiest expression. He wasn't trying to stop her from doing what she was doing with his cock, so she took that as a sign it was fine with him. He didn't even beg for mercy, just trembling in pleasure and waiting for any further questions, or some order.

She couldn't take it too long. Seeing him like that made her feel too mean. She swooped forward, frantically jacking him off, corkscrewing her head from side to side, hair whipping back and forth as her mouth was held wide open. It took less than a minute for him to finally lose control, coming hard in her mouth, spraying all across her palate, hitting the back of her throat, just clogging her mouth with the bitter, sticky, salty, cream of his cock. It seemed a never ending load, Lee's cock continuing to twitch and spurt with every passing second, not stopping for even a moment at any time.

When he was completely spent, she peeled back, popping off his cock and just enjoying the strange taste for a moment before she swallowed it down, filling her stomach with her student's thick cream. She sagged in place, letting out a long breath. "Was it good for you?" She asked, doing her best to affect confidence despite the fact that that was her first time doing that sort of thing with a man.

"It was a wondrous, unique, and precious experience," was his immediate, prompt reply, making her smile, a certain warmth emerging inside her heart at the line. He paused a moment, running a hand through his hair, and then he suddenly seemed to be less enervated, less exhausted. "Would you like to continue lovemaking, or-"

"Darling, I'm home!" It was Juvia's voice, coming from the entryway.

"Go ahead," Levy said, with a wave to dismiss him. They did live together, after all.

* * *

It was simply unthinkable to, after making sweet love to a woman, simply abandon her without hesitation, letting her lounge on one's bed in a lonely and unpleasant afterglow. "I am in the bedroom with Levy," I called out, and Levy's eyes immediately widened. She grabbed a blanket, hurriedly covering herself up as Juvia all but burst into the bedroom. She seemed to pause as she came in the door, as if uncertain what even could or should be said in this situation. I was naked. So was Levy (under the blanket).

Levy seemed to prefer to leave the ball in someone else's court for this sort of situation; I waited patiently for Juvia's response to this situation, ready to stop her if it was inappropriate or violent. As such, it was Juvia who broke the silence. "You're still going to have sex with me, right?"

"Of course," I agreed, easily.

"I'll still get to wake you up every morning with my mouth, right, my darling Lee?" Levy blushed at that.

I answered for myself: "I would hate to miss that wondrous experience."

"Th-then enjoy yourselves! I'll go make something to eat! For when you're done!" She turned and started to scurry out of the bedroom, but I stopped her, standing up and using time magic to pull her back to me, wrapping her in a bear hug. She stuffened and turned an incandescent shade of pink-red, the color bright enough one might have confused her for a Christmas light if the season were different.

"Juvia, there is no need to feel threatened - Levy is a sweet and kind girl, who I am certain you could become fast friends with!" I considered having a threesome with the two of them right then and there, but decided not to. "I shall bring in the food, and make something. Levy, you are wearing your clothes once more," I said, having used my magic to revert her personal time backwards as I spoke. She glanced down, surprised to find herself clothed. "Enjoy a pleasant conversation with Juvia. She is a kind and sweet girl, just like yourself, and I am sure there will be no troubles between the two of you." I then practically thrust Juvia into the bedroom and ran off myself.

I could only hope that they managed to find a good topic of conversation.

* * *

Juvia had never had a female friend. She hardly knew anything about Levy other than what she had overheard of the other girl teaching her beloved Lee, and she had understood none of that. She needed something to talk about, anything at all! Her beloved Lee had tasked her with this! Wait, that was it! That was the one conversational topic that was certain to work in this situation!

"Isn't my beloved Lee's cock so amazing?!"