If you don't like smut and Futanari than this isn't the story for you. This particular chapter contains (Futa x Female).

But if you do... read on and check out my citrus goodness.

Chapter 1 : The Awakening

[Akali, Zyra]

Zyra was having the most wonderful dream. She was cultivating a garden and was currently manipulating a small tree. Its growth mirrored how she imagined it in her mind. She made it thin but tall, albeit not too thin so as not to sacrifice balance. The dream was pleasant and she walked around her dreamscape enjoying the scenery of the garden.

Contrary to popular belief, Zyra did in fact sleep. Although at one point in her existence she may have been a plant which would require no sleep or rest, she was now for the most part a human. In fact, Zyra was just waking up from a long night's sleep right now...

Zyra normally woke up as soon as possible to maximize her time in the sun. Although she needed sleep and food like humans did, she still enjoyed the sun and it always filled her with energy. It came as a surprise to Zyra that when she opened her eyes, light was already pouring through her window. It appeared that she had forgotten to close her room's shades. She shifted in her queen-sized bed and looked at the clock. It was 2 in the afternoon. Had she really slept over 16 hours? Zyra pulled back the covers and climbed out of bed. She immediately noticed something felt different. Her lower body seemed... heavier?

Zyra looked down and upon seeing what had caused the extra weight, fell back onto her bed in shock. The beautiful body she had taken for her own use was ruined. She then noticed that the leaves that usually covered her nether regions had fallen off as the thing appeared. The leaves were currently in her bed no doubt. And what of the thing that had grown out from between her legs?

A large, thick penis had grown out of her body.

Zyra was no expert as she had never tried to engage in sexual activities but from what she had read in books, this was unnatural in size. It looked to be at least a foot long and 4 inches wide. It's color was the same milky tan as her skin. Veins stood out along the shaft and it was tipped in a mushroom shape that was slightly darker than the shade of her skin.

There was one other thing though, 'technically two things' she corrected herself.

Two massive testicles sat in a pouch underneath her penis. 'Her?' she asked herself.

They too, we veiny just like the shaft. She estimated them to be at least a foot in diameter each probably closer to a foot and a half if she was being honest. As she was discovering all of this, her hands roamed around her new additions subconsciously. She felt like she had a million questions.

How had this happened?

Why did it happen so fast?

How did it happen so fast?

Why is it so large?

How does it react with my body?

Is it fertile?

The last one came as a surprise to her.

One other thing came to mind as she was questioning all of this. She pushed the massive testicles out of the way and was surprised to find her womanhood still there but the clitoris was gone. All of this moving and handling of her new penis seemed to arouse it as it suddenly swelled in her hands. A haze seemed to come over her mind and she began to stroke it.

Her new body part continued to grow in both width and length and her balls began to grow. She continued to stroke it, increasing the strength and speed of her pumping. Soon, the shaft was rock hard and after a bit, she felt something jolt in her testicles.

A spray of white liquid flew out of her tip, splattering all against her body and face. The scent was musky and thick, but was extremely alluring, as the liquid seeped down into her mouth, she found that it was not too sour nor sweet but just right.

For the next three and a half hours, Zyra continued to jack herself off until both she and almost the entire bed were coated in layers of spunk. As the fog that had covered her mind lifted, she realized she needed to get help. A trip to the infirmary may provide her with some answers and aid for what she was dealing with.

The only problem was that both she and everything around her was completely covered in layers of dry, drying, or dripping sperm. The smell was everywhere and she could barely stop herself from continuing to masturbate.

Sometime during her self-indulging, all her leaf coverings had fallen off and she was completely naked. She could have wrapped something around herself but her towels were all in the laundry and her sheets were covered in white liquid.

In order to get help though, she would need to go down a long, busy hallway. She could go in the opposite direction and grab a towel from the Women's Locker Room but she doubted that a towel would hide the new appendage that hung down below her knees.

If the urge to masturbate was this hard to resist, Zyra doubted she could continue to carry out her duties as a champion in the League of Legends and would probably be captured and experimented on.

She had to get this under control now, before it was too late.

As she walked towards the door to the Infirmary, Akali glanced up at the clock over the doorway.

5:57 PM

Her shift started at 6 and would end after twelve hours. The Kinkou all took turns in the infirmary but Akali worked almost every night, even when she had matches scheduled the next day.

She secretly did it as the night shift was much calmer than the day shifts. Nobody was getting into trouble during the night and she could usually just relax on one of the cots, pull out her portable Hexa-Vision, and watch a few episodes of whatever show she was in the mood for.

She walked inside and greeted Shen, who was sitting behind a desk. He rubbed the area between his eyes and sighed.

"Long day?" asked Akali.

"Yeah, but I got everything done so you won't have to continue any cases for me," he answered.

"Have a great night Shen." she said.

"Bye Akali, call my room if you need anything," he said as he got up and left.

Akali sat down behind the desk, propped her feet up on the desk, pulled out her Hexa-Vision and was just about to start a new series when the door opened. She quickly put away the gadget and looked up.

It was Zyra.

And she was different.

For one, she was completely naked.

Two, she was coated in layers of what appeared to be sperm.

But what Akali noticed most of all, was the massive cock and balls dangling between Zyra's legs.

"Zyra! What happened?" Akali exclaimed as she nearly fell out of her chair before running over to Zyra.

"I, uh- I don't know. It was like this when I woke up," Zyra answered.

Akali led her over to a cot and had her lie down. "I'm just going to run a few tests, see your temperature, check your heartrate, that kind of stuff," explained Akali as she put gloves and a mask on before grabbing the necessary tools.

Zyra was lying still on the cot, staring off into space. It seemed as though whatever had happened was taxing on both her body and mind.

"Zyra, do you want something to put on? I have a spare set of clothes," asked Akali.

"No thank you, they probably wouldn't fit anyways," said Zyra as she gestured to her massive penis.

"When did you first notice this?" asked Akali.

"About 2 in the afternoon,"

"Have you- have you done anything with it?" asked Akali as she began to run the necessary checks and tests, "does it, you know, work?"

"Yes and yes," said Zyra and a blush appeared on her face.

Akali realized she may have overstepped her boundaries. She knew where Zyra's room was and how far the walk was to here. She also knew that many people would have seen Zyra in her naked state as she came here. Although Zyra usually kept to herself, all the rumors and talk of her behind her back would no doubt sadden and anger her.

Akali had Zyra slide her legs over the side of the cot and sit up. She then shined a light in her eyes, ears, mouth and nose; looking to see if something had gotten there and caused this change. Zyra was quite tall and when Akali had to check in her mouth, she had to bend over Zyra. Zyra shifted uncomfortably but Akali couldn't figure out why.

It was when she felt something touching her breasts that she had a sinking feeling of what it was and looked down. Zyra's previously flaccid penis had reared up like a mast and was touching her left breast.

"I'm sorry Akali, I can't help it," said Zyra as she grabbed Akali's shoulders.

The walk to the infirmary was quite embarrassing to Zyra and when she got there, she was nearly trembling in shame. Whispers followed her down the hallways as the nude lady with the massive penis walked to her destination. By the time she had reached the infirmary, she was hoping that she could lie down and Dr. Shen would be able to fix whatever was wrong with her.

She wasn't prepared for Akali though.

Zyra had never been into ladies, or anyone. Plants never felt the need. But the new addition to her body had seemed to change her. Akali was dressed in her Nurse suit, and rushed to help Zyra to the cot. The Nurse outfit left little to the imagination. It accentuated her wide hips, shapely rear, and bountiful breasts. They weren't on the scale of Sona's or Miss Fortune's but they were perky and had a natural teardrop shape. Akali wasn't wearing a bra and her breasts were nearly popping out of her collar.

Zyra tried to not look at them. Tried to not get aroused, but when Akali leaned over to look inside her mouth, she was given a perfect view of Akali's cleavage. Against her silent screams for it to not, Zyra's new penis quickly straightened and rose until it was poking Akali's breast.

As Akali looked down in confusion, Zyra could hold it no longer.

"I'm sorry Akali, I can't help it," said Zyra as she grabbed Akali's shoulders.

With new strength that she hadn't had before the growth, Zyra stood up and tore off Akali's clothes until Akali was standing naked as Zyra. Zyra pushed Akali until her back was on the wall before drinking in her body with her eyes. Akali really was beautiful.

Zyra reached behind Akali with her left hand, and began to kneed Akali's ass, it was pert and firm but still had some jiggle. With her other hand, Zyra began to grope Akali's left breast. Zyra mashed her body against Akali, trapping her shaft between the two of them. Zyra tried to touch as much skin as possible. Their breasts mashed together and cradled Zyra's cock as it reached up between them.

Akali's hands beat furiously at Zyra, trying to make her stop but with newfound strength, Zyra hardly noticed the blows. Zyra began furiously kissing Akali, she wanted to taste every part of her, to eat her up. She began with Akali's mouth, jabbing her tongue inside to taste Akali. Zyra had never done this before but what she lacked in skill she made up for in strength. Zyra left her mouth after a while and began to trail kisses down Akali's neck.

Zyra looked down and was pleased to note that Akali's nipples were firm and erect. She gave the left one a small pinch and Akali buckled in her grasp, letting out a moan. "Your body betrays you, ninja" said Zyra smugly. Akali answered with another moan but tried to disguise it.

Zyra's trail of kisses led down to Akali's right breast where she circled around a bit before latching her mouth onto Akali's nipple and sucking. Akali jerked her hips into Zyra's in pleasure and let out moans. Zyra smiled with the nipple still in her mouth before nibbling down on it.

"Annnhhh!" screamed Akali as her inhibitions started to fade away.

Her hands found themselves from behind her back to Zyra's ass as she began to massage the mounds. Unlike hers, Zyra's were much less firm but were not all fat, there was still muscle underneath it all. When Akali realized what she was doing, she tore her hands away in shame.

Zyra stopped sucking and biting the nipple and said, "If you wanted, I could always stop. Just tell me if you need me too"

Akali's mind screamed for her to put an end to this but her body shouted for it to continue. The fight between the two stopped when she realized that she did want this. Her cheeks reddened and she shook her head, she needed this.

Zyra stopped, and Akali nearly whined in protest. "Patience little one," said Zyra before she backed up, "Get down on your knees."

Even though the furthest Akali had gotten in these activities was the occasional masturbation; she knew where this was going. Akali opened her mouth wide and Zyra said nothing before she jammed her cock into Akali's face. Almost half a foot went in before Akali began to gag.

"If I didn't know any better, I would say that you are quite experienced in this Akali," said Zyra.

Ironically, it was both of their first times but both made up for it in passion.

Akali began to bob her head down the length, trying to move her tongue around the shaft like she had seen on the Hexa-Vision when she and Irelia were younger and more rebellious.

Now it was Zyra's turn to buckle as Akali's mouth explored Zyra's virgin length. While Akali bobbed, Zyra began thrusting her hips forwards and backwards and her hands wrapped themselves in Akali's hair as she began to push her face onto her cock. The warmth of Akali's mouth was unlike anything Zyra had ever felt before. The pleasurable feelings of Akali's tongue massaging her shaft served to fuel her carnal desires even further. With a particularly strong push, Zyra jammed her entire length into Akali's mouth before exploding down her throat.

As sperm flooded her esophagus, Akali drank in the scent of Zyra's cock. It and the area around it were all hairless and the area smelt of both nature and sex. Zyra finally extracted herself from her and Akali finally realized that she had been unable to breath. She began to take in massive breaths of air as she fell onto her hands and knees.

"Don't get too tired yet sweetie," taunted Zyra as she picked up Akali and bent her over the cot.

Akali's backside was presented to Zyra as she bent over and Zyra could clearly see the juices of Akali's virgin snatch dripping down her legs.

Zyra grasped her length in her hand, and guided it into the moist hole. She eased herself into Akali from behind, slowly spreading her walls apart. Akali cried out in pain and blood dripped down her legs, joining the clear fluids on the floor. The cries of pain slowly turned into moans of pleasure as Akali got used to the abnormal length and girth of Zyra. Her virgin walls were obliterated by the now nearly 5-inch thickness of Zyra's throbbing slab of flesh and Akali could almost feel each vein on her walls as it rubbed them.

Zyra began to hump Akali faster and faster until she was a blur. Akali's hips moved to meet Zyra's. Zyra's hands roamed over Akali's chest, squeezing, pulling, twisting, and pinching her sensitive breasts.

Soon the only sounds in the Infirmary were that of flesh hitting flesh, moans of pleasure, and Zyra's balls hitting both her ass and Akali's as they swung back and forth like the pendulum to some perverted clock. Each hump of Zyra's was accompanied by a grunt of exertion as her testicles weighed a large amount after filling up. They smacked into her ass and then into Akali and Zyra reach down and felt one to find them rock hard.

After a while, Zyra reared back before slamming herself into Akali harder than she had done before and for the second time that night, exploded into Akali. This climax was different that the first however as Zyra had been saving most of her seed for this one and had only expended a small amount down Akali's throat.

As Akali's womb was soon drenched in the hot liquid, Zyra pulled out before coating Akali in layers and layers of spunk until all that was visible was a large white blob. Akali had seemingly fainted in ecstasy so Zyra easily picked her up and laid onto one of the cots. Tiredness soon hit her and she laid herself down on an adjacent cot before falling asleep.

Zyra was awakened by somebody shaking her shoulder and calling her name. She looked at the window and saw that it was still dark outside before turning and seeing that it was 4:00 AM. She wasn't in her room and looked around before realized she was in the infirmary.

It was then that she remembered what had woken her and she whirled around to find Akali, kneeling on the ground next to the cot.

"Zyra, I woke up an hour ago and I was different, I was like you…" Akali whispered.

"Like me?" Zyra asked before remembering everything.

The growth of a massive penis, the shameful walk, the sex with Akali, and falling asleep in the infirmary.

"Yeah, like you," said Akali as she gestured down between her legs.

Zyra looked down and gasped.

In between Akali's hips was a cock that rivaled her own. While it was definitely shorter, Akali's was massively thick and had veins that made Zyra's look like they were nonexistent. The length was maybe 10 inches while the width was at least 7 inches thick with each vein standing out half an inch. The testicles were another story though, they were Massive.

Akali wasn't actually kneeling down, she was sitting on her titanic balls. And all of her shifting around seemed to be arousing them.

Akali spoke quickly, it seemed she was filled with energy, "Listen, I know you just woke up, but since we are up this early, we should leave so nobody sees me. I already cleaned up so nobody will know what happened. Your room is closer, let's just head there and spend the day, we can come out late at night."

Zyra nodded and Akali quickly scribbled a note:

Shen and Kennen,

Sorry I wasn't here. Zyra wanted her case to be handled with discretion as I'm sure you understand how severe it is with all of the rumors. I moved her to her room and will continue to care for her there until she is better. It may be a while and Zyra would prefer if nobody else came and saw her how she it. Thank you,

Akali.

And so, the two of them ran naked down the hallway, Zyra tall and graceful followed by the shorter Akali who struggled to lift her titanic sack high enough to let her run. They quickly made it to Zyra's room and entered. Akali took in the state of the bed covered in sperm and smirked.

"You've been busy."

"Yeah well I'm sure you know how horny you get when you first grow one of these."

Akali nodded thinking back to her waking up, thinking that someone was in bed between her legs. In truth though, it was just her massive balls. She thought back to her dream.

She was pruning the tree, as was the sacred duty of The Fist of Shadow and found the she was able to manipulate the shape.

Akali wanted to do an elaborate design so she made the trunk extremely thick but short in order to increase the sturdiness. Lastly, the leaves and branches extended at least double the height of the trunk in each direction

It was puzzling how the tree in her dream had a similar shape to her new cock but she would worry about it later as her penis began to harden.

Zyra noticed this and smirked. In a sultry voice she said, "maybe it's time I paid you back for helping me in the infirmary."

Akali nodded and licked her lips. Soon Zyra's lips found themselves wrapped around Akali's trunk as her hands fondled and squeezed the colossal balls.

"Zyra, did you by any chance have a dream before you woke up with your penis?" asked Akali in between groans of pleasure.

Zyra nodded and continued her ministrations. Akali's cock jack-hammered in and out of Zyra's mouth as Zyra slurped on the prolific amount of pre that coated the shaft. It appeared Akali was extremely sensitive as in next to no time her penis exploded into Zyra's mouth.

Zyra clamped her lips down as much as she could around Akali's massive girth to conserve as much seed as possible. Akali's seed was slightly sweeter than her own and she found that it somehow gave her tired body energy. After minutes of taking in Akali's sperm, Zyra felt like she could take on an entire army.

If both of them had been paying very close attention, they may have noticed Zyra's body becoming stronger, her breasts increasing in size, her butt getting rounder, and her balls and shaft, even though it was only by a fraction of a millimeter.

Akali had only started ejaculating five minutes ago, and still probably could go for another twenty-five. It was to both of their displeasure when a knock came from the door.

AN: Yeah this is my first fanfiction, and also my first lemon and while I understand it was pretty basic, I have had next to no experience writing stuff like this (Although I've read a lot of it)

Later chapters may get kind of crazy though, but if that isn't well received, it will be ammended

Thanks for reading,

LoL Futa Fan

(Next chapter is already in production even though this will probably not be a great story)