Disclaimer: I own nothing of RWBY.

Marmalade

By: Imyoshi

Nora Valkyrie hummed an unknown tune.

She waltzed across Beacon's courtyard, bored but open to jump into the first sign of trouble. Silly Ren called it bothersome, but she preferred the term go-getter. Fun with a capital F and comical pop on the N. Fun! So here she was, keeping her ears out and eyes open for anything relating to that three letter word, but so far nothing bold or exciting took place. Which brought up her tune, an activity to pass up the time until something—?!

Beep! Beep! Beep!

She reached for her Scroll and blinked at the surprise caller ID. Penny Polendina? One of Ruby's more fun friends? Huh? Nora liked her company—energetic orange-heads had to stick together—and pressed the device to her ear with a smile on her face.

"Hello?"

Excitement on the other line. "Friend Nora?"

"Yup! You've reached Nora. Conquer of Grimm, and Queen of pancakes and all things under the sun. What's up, lazy butt?"

"The ceiling, but that's not why I've contacted you." Penny appeared to look around her area before whispering on her screen. "I've got a surprise I want to show you. Can you meet me at my living quarters? It's urgent."

Nora pretended to think it over, before spreading her grin. "Sure! Anything to kill the boredom."

"Excellent. Goodbye."

Click!

She shook her Scroll. "Goodbye, boredom!"

...

Reaching Penny's room was difficult. Not that it was guarded or stuck in some high tower, but her dorm was at the far end of campus. Something, something, General, she didn't know. Nora just merrily knocked on the door and yelled out Hello from the hallway. Penny opened the door like she had been waiting by the doorway the entire time for her arrival.

"Salutations, Friend Nora!"

"Yo!"

Penny smiled, but not before sticking her head out and checking the hallway. Once the coast was clear, she reached out and pulled Nora in by the threading of her outfit, slamming the door shut in a loud and not in an inconspicuous way at all.

Penny then spun and clapped her hands together. "Good, you're here! I've got something to show you. Be right back."

She zoomed away, secret agent style, and crawled against the floor to peek underneath her bed. Penny wrestled to pull out an object, throwing various items she had collected over her months of exploration. So far, Nora's favorite was a trumpet that read; If found, please return to Flynt Coal at—blah, blah, blah! Boring. Nora threw that over her shoulder and dodged a few more items before Penny launched her arm up.

"Found them!"

Nora blinked at the chokers gripped tightly in Penny's hand. One looked like something they put on a pet, solid black with a dash of silver to put a name on, while the second had spikes and a noticeable pink pendant. Nora found herself unable to look away from that, tempted to wear it since it worked so well with her current outfit.

"What are those?"

Penny held them close to her chest, skipping over to her. "A secret weapon developed by Atlas scientists. I, uh, secret-borrowed them." Hiccup! "And thought it would be enjoyable to share them with somebody."

"Why not ask Ruby?"

"She's currently busy with her team."

Nora nodded. "Oh? Okie-dookie! So? What is it? How does it work? Tell me, tell me!"

Penny pushed the devices out. "Friend Nora, feast your eyes on the Angel Blade System! A high-tech outfit designed to combat the Grimm. It's combat ready! And it comes with a built-in Bra."

"Bra? You mean?" Nora pointed at her chest.

Penny laughed. "Not exactly. Bra stands for Battle-Ready-Armor!" Nora thought that that was a silly acronym but shrugged. "And how they work is simple. We put them on, and the devices activate and mesh with our cerebral cortex and attach a skin-like suit to our bodies through our nervous system. It's rather complex."

Nora slowly tilted her head with a squint of the eyes. "And it's not standard issue because..."

"It's highly innovative and not yet tested. Anything could happen." Penny laughed. "We could potentially explode."

Oh? Innovative and highly explosive technology? Untested? Count her in one-hundred and ten percent! Nora practically swiped the gadget away from her equally energetic friend's hand, grinning from ear to ear at the heart-shaped pendant that matched her shirt's opening. The hypnotic design and shine had a hold over her. Fun!

Little did Penny know that she secret borrowed the wrong prototype and snatched the Bra that stood for Bimbo Reconfiguration Assessment. Jam-packed with intoxicating aphrodisiacs and perverted body modifications, this doohickey's mind-numbing properties would soon flourish and corrupt its two test-subjects into mindless perverts, just as soon as they activated the mechanism by putting the collars on.

Nora went first, clicking on her collar with glee. The heart-shaped locket shined around her neck, and she rather enjoyed the weight it gave. Penny followed soon after, sharing the same experience with her stylish choker. A fashionable choice if they did say so themselves. They contrasted nicely with their skin and outfits—?!

Nora Valkyrie and Penny Polendina's clothes vanished.

Energy wrapped around their bodies like a second layer of skin. Beginning from their arms, extending half-shoulder length, past their torso and everywhere in-between. Physical features from their bodies reacted first. Their bosoms grew with their rumps exploding in jiggliness as their hips adopted more defined, pear-shaped like curves. Then the clothes began materializing—?!

Malfunction! Malfunction!

Whatever clothing was supposed to appear, stopped halfway due to an error of code. A bright light flashed in the room, and two confused orange-heads blinked when the process finished. They both peeked down, blinked a second time, followed by a minute third, and their minds reeled. Nothing of these provocative outfits screamed Battle Ready Armor. Their color schemes differed and lacked much clothing to wear.

They first noticed their latex arm sleeves.

Red with white gloves for Nora, and all purple for Penny. Their forming corsets, ending above their belly buttons and tight, pressed their bare chests up with Nora shoulderless and Penny given purple sleeves. Color matching, thigh squishing leggings came with the outfit, attaching to Nora's corset from underneath while Penny acquired a pink, see-through skirt that concealed nothing. As a matter of fact, just like their exposed and expanded breasts, nothing covered their nether regions with their front and backside exposed in full view. Chokers then locked, wrapping around Nora's neck in a heart-shaped locket that included a red helmet and green visor. Penny's came with playful, tiny devil wings attached to her head.

Nora, being the more human of the two, reacted just as expected.

She cried, attempting to cover herself up. Her face beat tomato red with Penny watching wordlessly as her friend shifted between a set of phases. Either she wrapped one arm around her generous chest and used the other to cover her nether region, or blushed and attempted to hide her butt, which only ended up revealing her breasts or sex. All of this went on for about five minutes before Friend Nora threw her arms up in bouncy physics. Penny couldn't help herself and watched those boobs jiggle, memorized by their creamy softness and erected pink before Nora's voice snapped her out of it.

"W-What is this? Why am I dressed like this?!"

"Ah! A malfunction occurred halfway." Penny hummed. "The Angel Blade system must not yet be completed."

"You could've started with that."

"My apologies."

Nora frowned. She headed for the bathroom and gasped at her exotic reflection. Her once bountiful breasts went up in size, much too big for any bras she owned, bouncy between each movement and beyond erect. A plump posterior greeted her, attached to pear-defined hips. The outfit itself, well, she colored hard. Nora always took pride in her generous bust size, and for it to upgrade a full rack, well, she played with them. The way that the corset pushed them up, enticed her to grab and squeeze. Her hugging stockings forced the eyes to glide upward toward her taut stomach and upgraded rump. From what she recounted in those precious seconds, Penny's body followed suit with her derrière having turned into a space station.

Outside the door, Penny studied the sight of Friend Nora checking out her newest body. Nora's heart raced incredibly fast, attributed to embarrassment. She failed to see the point. So her breasts enlarged, hers too, including her buttocks and hips. Although, the nipple piercings were odd. Penny quite enjoyed the upgrades, not knowing the traditional culture of nudity. Her purple jacket fit snuggly around her shoulders. The metal corset hugging underneath her chest kept her breasts elevated. A newer sensation she instantly came to treasure. Wearing the choker felt more liberating that she would have thought. An oxymoron, sure, but she enjoyed the way it squeezed her neck. Must be additional properties of her lavish outfit?

Like Friend Nora's extra golden rings to her nylon leggings, those things hugged the edge of her thighs that showed the mellowness of her skin and tightness of her outfit. They forced the eyes to travel up and observe her backside, and she noted quite hard. Nora liked to shake and strut.

Nora quickly spun around on her heels with her sputtering. Penny only saw the chest jiggling physics again. "How long are we stuck like this?"

Her eyes snapped up. Huh? Oh! "Approximately two hours and thirty-five minutes."

Her companion sighed, crossing her arms underneath her impressive breasts. "I guess we'll just have to sit here and wait then."

Penny saw no fault in the plan. Effective and simple. Easily doable, but hen both their chokers glowed. Somehow their hold tightened around their neck before an injection pierced their skins, and she reacted first, reaching for the collar.

Oh no! A virus!

Newly-made and undiluted aphrodisiac injected into their systems. Damage wise, not too much, nothing lasting, but Penny found her grip on the neckband weakening as the seconds passed. Concentrating became difficult. Hormones hijacked their minds, overloading them to unfathomable levels. Penny tried to resist, hoping her anti-virus immune system might kick in, but her firewall worked against her, turning her insides into a wet, hot, sticky mess. Fingers instantly traveled down and fumbled with her drenching folds. Not by her choice. All automatic. She soon fell to her knees, using all processing power on thought and digit-digging goodness. Worse of all, she couldn't stop gawking at Friend Nora's lewd body, surrendering to the satisfaction of pleasuring herself while Nora went through the same stages of the virus. Circuits! Just look at that body. Her internal temperature was rising.

Resistance was futile.

For Nora, well, she settled on toying with her fun bags, cupping and fumbling them in the open while playing with the pink in-between. She tried to stop herself, maybe not suck on a pink tip, but watching Penny openly masturbate to the display killed all attempts. Instead of stopping, she asked better questions. Why did Penny's skin look so squeezable soft? If she pulled those piercings, would Penny groan? Why was her sensitivity so high? The lightest of her touches set her nerves on fire. Not to mention the way Penny eyed her. Here she was, pinching and rubbing her nipples, occasionally biting down, not even trying to hide her arousal with her juices freely spilling down her thighs, and she secretly hoped to Dust Penny enjoyed the free show. Judging by the permanent blush but refusal to look away, she appreciated it quite much.

That was how things escalated rather quickly, with them observing the other pleasuring themselves. Never once did they break eye-contact, digging faster or tweaking harder. Penny unmistakably faltered. Playing with herself by digging her fingers in-and-out in a brisk pace that made rubbing seem tame. Her breath hitched. Eyes struggled to maintain open as she spread her fingers in the most excruciating ways, but she managed to stand on her shaky feet. Nora only made it harder by sucking on both her tits, trailing slow circles around her pink, presumptuous morsels. Penny eventually had no choice but to throw her head back as a powerful orgasm rocked her socks, forcing her to squirt all over her fingers along the way.

Huh? Nora tilted her head at the lavish display. She would have never pegged Penny as a squirter, but the proof was impossible to ignore, more so than her stained digits. They dripped in a hypnotic behavior, blurring everything else around her. Drip. Drip. Drip. Her pupils followed every drop from the beginning, till the end. Unlike a release, they revved up the excitement, not pushed it down, but Penny was still shaking from her orgasmic-high to embrace it, so Nora took it upon herself to feel blissfully horny. She released her nips, controlled by the dripping juices in a trance. Hands then traveled down—squishing her spit-covered boobs together—to play with her snatch. In her gloved-fingers went, stealing a lively moan from the first few movements due to the fabric scratching in all the right places.

Penny noticed.

She eyed her tainted hand, and then her heaving, drooling friend, before receiving the update and offering her palm out as a treat for a dirty, dirty pet. Drip. Drip. Drip. Nora sought to end her public display of fetish indecency, not wanting to give into the outfit's power over her mind, but the slickness called out to her. Told her to come over here and taste it. Commanded her weak-willed mind with an authoritative power that it made her work twice as hard, twisting and turning until she felt her legs begin to shake.

Nora surrendered on the tenth drip.

She dropped down to her knees and crawled on all fours, soaking wet. Even if it was only a few feet away, she went excruciatingly slow, captured by her friend's fingers. Penny didn't react, eyeing her shapely rear as it bent and curved. Curvy, bouncy, hers. Then, before she knew it, Nora kneeled before her, gradually standing up while inhaling the scent of her body as she passed her thighs, folds, stomach, breasts, and finally collar. The distraction worked. Nora seized Penny's stained fingers and tentatively licked them clean, nibbling on the tips out of arousal, not necessity. Mmmm! Delicious. She fancied Penny's unique flavor, unable to resist and reached for her other hand, but her friend acted greedily and sucked the rest off herself, eyes half-lidded as she fumbled with Nora's sensitive chest in her newly washed hand. A tentative finger remained in Penny's mouth as she drank the last bits of her nectar, sharing a look with her friend that was all parts perverted.

Oh? Nora smirked. Penny thought she outsmarted her, keeping all her tasty juices for herself. Whelp! This Valkyrie had a few tricks up her sleeve to extract more, but first, she wouldn't dare allow that platter to escape her. Not when all she had to do was devour it from the new source. If Penny thought that playing with her chest was going to distract her, even when she leaned down to suck and nibble on an exposed nip, twirling her tongue before biting down, while her other hand squeezed—and what was she talking about, oh, right! Distractions! Nothing of the sort would keep her from claiming her prize.

So while controlled by her perverted fantasies and properties of the mischievous suit, she cupped Penny's delectably soft cheeks and forced her up. Penny didn't stop her, resting her hands on her shoulders. Feet soon turned into inches, and their lips parted. Nora knew she should stop this—stop herself—but hazy minds and unchecked hormones made her react without thinking. Supple lips pressed together. Electricity, the spine-tingling kind, jolted their nerves alive. Nora held her close, wrapping her arms around her head, running her hands through Penny's locks, while Penny's adventurous hands traveled down the curvature of her spine. Those curious fingers tickled her skin. More!

"Friend Nora."

"Penny."

A chaste kiss and nothing less, but then Nora applied pressure against her lips and opened her mouth to a new wonderous world of possibility. Things exploded. She barely controlled her actions, driven by lust to break boundaries and experiment. Brushing turned into a frenzy, skin meshed against sensitive skin, and a tongue clashed with hers. Too many new experiences, so little time to adjust that Penny groaned into Nora's mouth. Nora merely welcomed the burst of fun, biting down on her friend's bottom lip before re-tasting spit. Slowly, ever so slowly, Penny got into the groove of things, found her bountiful treasure, and seized Nora plump and juicy mounds, giving them a playful pressure.

Things quickly escalated.

Their firm boobs smushed together during the intense liplock. Nipples rubbed against one another, and they effortlessly fell to their knees, never breaking the spit contact. Penny found Nora's hands stretching and playing with her buttocks and vice-versa for her. Her fingers dug into marshmallow-soft skin, gripping perfectly balanced fat as they lost themselves to their heated drool session. They moaned, they groaned, they breathed as if their life depended on it, brushing fiery breath against their mouths. Drool mixed into the fun, and both were messy eaters.

Breaking away, Nora immediately bit Penny's neck. Penny undoubtedly moaned, so she took advantage and slipped one of her hands around her body and below her navel, sticking, not one, but two fingers into a slippery crevice. That moan turned into a startled gasp, and Nora's jaw tightened, feeling her friend's pulse skyrocket around her mouth. Thump! Thump! Such a strong heartbeat, almost robotic, like a pacemaker. Well, she wanted to feel that thing overworked, so she increased her pace and searched for that weak spot. In-and-out, in-and-out, Nora enjoyed the way Penny's body trembled between her teeth. Uh? Nope. Not there. Maybe here? Gasp! She smirked around her neck.

Found it!

Now to turn her into a slick mess—gasp! That sneaky tart! Nora released her neck to cry out, choking. When did she have time to remove her hand and sneak them around her body?

"I believe the expression is; two can play this game, Friend Nora."

Nora couldn't even peek down to watch her insides get teased, unable to see past the brushing busts. Without any other choice, she used her free hand and pulled Penny into another make-out session, this time fingering her while Penny kept squeezing her rear. Somehow, after wrestling her tongue, and losing, Nora lost focus when Penny's fingers found that particular spot that made her body tremble. Penny, of course, noted this and kept applying pressure there while controlling the pace in everything else. From here on out, or at least until Nora found her G-spot because she lost it during that surprise attack, Penny controlled the flow with Nora at her mercy.

Then Nora released her head to maneuver down and pinch her nub. Penny impressively powered on through, even if her toes involuntarily curled. Neither one of them wanted to lose. A friendly competition of sorts. Faster! Faster! Curious fingers explored while thrashing tongue fought. Eyes closed when they felt their approaching relief. Hot. Hot. Hot! They moaned together, clenching around the other's fingers with a never before felt orgasm washing over them. Nothing compared to the sensation, no past experiences or vivid dreams, not a thing.

Their arms dangled lifelessly on their sides while they slumped against one another. Here they were, tiredly huffing with their chests rising and breasts rubbing, fingers soaked in sticky juices. Thank Dust they leaned on one another, or else they might collapse to the floor a heaping pile of boneless limbs. Drool spilled down the corners of their mouths with their hair clinging to their skin. Speaking of sweat, it helped in the rubbing of their bosoms, creating delightful friction between each lungful gasp of air that ended up rubbing their still painfully erect nipples.

Lust-filled turquoise stared at corrupted green, and before either regained any bit of sanity, their bruised lips connected for another round.

An hour later, against a wall, sweltering and moaning through rapidly rising chests, Nora and Penny thrashed their heads on the dry wood, clenching around the other's digits. Three orgasms later and nothing had quelled this insatiable heat inside them. If anything, they craved more. It might have had something to do with drinking the other's juices, some chemical must have made them unbearably horny and highly addictive, but they didn't care and kept fingering one another with stained lips.

Penny made her desires known after licking and biting down on her areola. "Nora, while I've enjoyed our sexual stimulation together, it's not sufficient enough. I need something more."

"I feel the same."

"What are we going to do?"

Nora groaned. Why was Penny asking her such an impossible question while her fingers toyed with her snatch? Dummy did have a point though. Girl-on-girl action? Nadda. Not enough. They both needed some tantalizing meat, preferably attached to two hot-blooded males with oozes of testosterone. Why she had such a thought, especially experienceless to the male anatomy, confused her considerably, but corruption made her think crazy things. Not as if the perverted suit affected her judgment. Luckily for Penny, Nora knew of two such specimens. Would they be willing to help them? Shouldn't be a problem, and she could become very persuasive if desperate, and she was desperate.

"Quick! Give me my Scroll."

Penny obliged and crawled toward the forgotten device, unable to support her weight, and shivered when Friend Nora's fingers left her, but heated up at the thought her friend watching her move on all fours with her back turned. She felt her eyes on her rear, drinking in the sight of her dripping thighs and bare rump. The latex already hugged her thighs with her see-through pink skirt amplifying her posterior. Still, she made it an effort to move each leg as far as possible, before sticking her butt out as she leaned down to grab the device with her mouth. She then crawled back to a now standing Nora, who appreciated the display by licking her digits clean of her juices. Each finger got special attention, getting sucked on thoroughly, before moving onto the next one, until nothing remained. Then Nora kneeled and freed the Scroll from her mouth and patted her on the head.

Penny quivered against the affectionate patting, leaning into Nora's hand. She quickly rested on her knees when her friend moved away to dial a number. Now it was her turn to appreciate the view. Those latex-leggings and high heels with the skin-hugging corset combo worked magnificently with her upgraded body, entrancing her optics to watch her body move. One of her hands already found itself moving downward. Then she heard voices on the other line, deep and filled with such masculinity, purposely put on speaker, that it caused her CPU to work in overdrive.

Perverted thoughts! Perverted thoughts! Perverted thoughts!

Playing with herself, spreading and dipping her fingers into her drenched folds, Penny tried to control herself. Restrain whatever aphrodisiac laced her body and focused on Nora's conversation, but her friend had a habit of moving animatedly during discussions, bouncing, hopping, being overall eccentric with body gesture, and she couldn't help but noticed how Nora's near naked body reacted to her movements. Like the way, her bust swayed between each twist-and-turn, or how her outfit drew the eyes to her crotch, where a tuft of orange hair, shaped to that of a lightning bolt, teased her in glistening sweat. The few times she turned around, that spacious rear begged to be slapped and grabbed. When it moved left, her eyes followed and vice-versa. Hypnotic in plumpness, a Siren's song against her unguarded ears, and when Nora leaned on the wall, practically demanding she revered her wet alter, Penny obey.

Nora moaned loudly when Penny surprisingly dropped to her knees and buried her mouth between her quivering legs. A tongue, Penny's tongue, licked and sucked like no tomorrow, locking her hips in place with her hands gripping her cheeks from behind. She never broke eye-contact, slurping away as she stuck her butt out. Lick! Suck! Nibble! Nora barely heard the guys through her Scroll, pinching one of her nipples instead. Devilish latex taunted sensitive skin, and she thanked her lucky stars for the wall holding her body up. Her orgasm was slowly approaching with her not daring to look away, not until she dirtied Penny's filthy face.

Nora still tried to keep the conversation going. "Huh?"

"I said; we'll be there soon."

Good enough for her. "Hurry up! Bye!"

Nora couldn't toss her Scroll away fast enough, grabbing Penny by the hair, forcefully pressed her deeper into her legs, and spilled her release. Her back stretched on the wall. She had never been a squirter before, so the sensation was still a new one. Dumb suit! Must have changed more than just her physical appearance. Not that Penny appeared to mind, licking her lips clean of her juices while the rest stained her flushed skin and grinning face. If anything, she craved more, re-doubling her efforts by kissing her inner thighs to make her lose control again.

"What shall we do while we wait?" Penny asked between kissing around Nora's entrance.

Nora refused to answer her. She merely flipped Penny on her backside and crawled above the girl, lowering with her legs wrapped around her head and tongue deep into her folds. Penny reached out to seize her backside while she locked her arms around her thighs and opened them up for better access. No more finger-licking. Time to drink from the source itself, and they both couldn't agree more. Nora sensually rubbed those smooth thighs while Penny teased her butt with pinches and slaps. When Nora came first, she knew things were going to be okay when her friend enthusiastically slurped whatever juice spilled onto her face, and with her doing the same.

Ten minutes later.

Knock! Knock! Knock!

"Nora? Penny?"

Nora shot her head up, puckered lips stained in Penny's fluids with her robotic companion still eating away at her with her hands stretching her butt. That was her Fearless Leader's voice. Dust! She squeezed Penny's head and squirted right then and there, barely able to form a string of words. Penny took advantage and drank, loving every second of the messy facial.

"Come in!"

She didn't even consider their compromising position or perverted clothing. No such thought, or any thought for the past ten minutes, filtered through her lust-induced mind as that handle jiggled open. Only the wait, the apprehensive, clawed inside her head. What would they do once they opened that door and saw them? Would they panic? Run? Go for help? Better yet, would they join them and scratch this insatiable itch that their eager tongues could not reach? Penny, bless her awkward friend, couldn't reach her spot where the fire burned, no matter how much she kissed, probed, licked or sucked with her mouth and tongue combo. Nora knew her efforts were in vain, too. Sure, they both had climaxed—multiple times—on the other's face during the lapping frenzy, and Nora learned to savor every delicious drop, but when her friend's thighs crushed her to keep her enthusiastic tongue going, that was when she learned of their pointless, but fun endeavors.

Then the door opened and in walked Jaune Arc and Lie Ren with Nora Valkyrie shifting to sit on Penny Polendina's face.

Part of her, the half not thinking of ripping those pants off and begging for release, wished she had her Scroll nearby to take a quick photo. Those expressions were priceless. Then Penny nibbled on her bud, and all non-perverted thoughts flew out the window.

Nora moved.

She stood up, blushing up a storm with her exposed body presented for her leader and partner to see. Bouncy jugs jerked with her moist groins rubbing openly. Good. Nora despised awkward situations, choosing action over words every time. She wanted them to see her in this outfit. She craved the way their eyes soaked her in, jumping back-and-forth between her and Penny laying flat on her back with her legs wide open and chest heaving.

Neither one of them got a word in as she pulled them inside and slammed the door shut. She didn't waste a second, dropping to her knees with her hands rubbing the growing bulges in their pants. Penny watched from the sidelines, eyelids sinking with her fingers making short work of her amply licked folds. Seeing her in that compromising position turned her on even more. Nora sequentially chose Ren as her partner, dragging her hand over his zipper with her eyes unable to brush away from the threading bulge. One, two, and out popped his member, hard in her grip and very much ready to conquer every inch of her sinful body. Still, they deserved some explanation before she started draining him dry, and she offered them that while running her tongue up Ren's shaft in a deliriously slow lick.

"Experimental gone wrong! We need you!" Nora kissed his tip, pupils dilated. "Now."

Good. Explanation finished! Nora then focused on licking his shaft with the same ferocity she showed to Penny's cunt, except she planted deep smooches all around his member while playing with her chest. Anything to get him into the groove of things. Silence was golden, but a silver tongue proved better. So she started fast and quick, twirling her tongue around the head before engulfing little-by-little of his tool, moving deeper by each experimental suck. Each one came with her licking underneath the shaft and teasing her nips with hard tweaks. Soon she covered him in drool mixed with Penny's flavors, going from half-hearted throat fulls to reaching depths where gagging was normal, notably for beginners such as herself, but she choked around his hardened tool with ease. Dust! The sleazy costume worked wonders. Did she even have a gag reflex?

Only one fun way to find out!

She released him with a comical pop, a bridge of spit between them. A few tentative licks on the tip revealed a new taste, something salty, but addictive to her reformed tastebuds. Craving more, she teased him by only swallowing his head for a bit, more interested in inhaling the intoxicating aroma of testosterone. Overpowering, musky, and mind-numbingly perverted, Nora couldn't stop herself from taking his member all in at once and spreading her throat to accommodate for the girth. She smirked around Ren's junk when his breath hitched. Then he seized her orange strands and started screwing her face as if he owned her.

Perfect.

Ren had her right where he wanted. Begging and soaking wet. Things couldn't be better for him. With her sex drive set to eleven, any all embarrassment flew out the window. She couldn't fathom why gobbling on her knees felt so natural, so tantalizingly good between each throat bulge. Must be the suit. Yes, the outfit. Nothing else. She wasn't naturally like this, not at all. Nope! Not—gulp—a—suck—snowball's—choke—chance.

Slurp!

Like a perverted puppet controlled by aphrodisiac laced strings, Penny chewed her lip at the sight of Friend Nora's disorderly sucking on her knees. Such open perversion. Her tongue drooled over every inch of his skin, painting the erection in a coat of spit. Meanwhile, Penny imagined that was her beneath Ren, bowing before an alter than righteously deserved a dutiful and devoted follower. Her fingers stretched and played mercilessly with her velvety folds, crunching her toes while her tongue rolled out. Then corrupted pupils shifted over to Nora's leader. Optical sensors grew from the thread-pushing package that twitched and throbbed. She peeked up. His eyes met hers, fingers picked up the pace, more throbbing with an increased rush of blood, and she moaned when her walls clenched, and slippery juices spilled.

Penny Polendina got on all fours.

While Nora choked and worshipped salty meat, dribbling between each throat filling suck, while moaning as her tight throat repeatedly expanded and contracted, Penny mewed and crawled toward her friend's leader, going deliberately slow to allow Friend Jaune the pleasure of watching her curvy posterior bend. Her eyes focused on his crotch. Nothing else mattered. She bit her lip so hard that it would have bled if she had blood. Fluids spilled down her thick thighs, a mixture of Nora's drool and her synthetic lubricant. He didn't move, but Penny felt his eyes roaming her corrupted body, drinking in the sight of her crawling toward him, and for that, she kneeled before him in awe, resting her spacious rump on her legs.

A quick turn to the side revealed Friend Nora's increasing pace, actively getting louder between each mouthful. Her fingers occupied themselves by endlessly tormenting her sex while she dripped on the carpet and drooled on his member. Penny moaned. Look at her swallowing every inch of him, getting ready to choke on his inevitable load.

Penny craved that sensation.

Turning back to her partner, she reached out and slowly unbuckled his two belt buckles with the bulging tent impossible to miss. Motherboard! Now that she managed a moment of self-restraint while staining the floor in what limited memory her CPU processed, Penny moaned. What did her male friend think of her wearing this provocative outfit? On her knees? More than ready to give what was classified as a blowjob and definite deepthroat? Huh. Based on the data of this bulge threatening to burst out, and with how hard it felt between her slender fingers, Jaune appreciated it.

Very much so.

She rejoiced at the conclusion, picking up the pace. Buttons came undone. Pants were tugged down. Free went his appendage, springing forward before resting dominantly on her face with her nose inhaling the thick, hypnotizing aroma. Her polymerized pupils turned to that of pink hearts. No wonder Friend Nora gobbled away. With such a rich and hacking scent, Penny found her body aching and processing power coming to a snail's pace. Folds tingled in anticipation as she gave him an experimental lick from the base of his shaft. Her vision narrowed lustfully, deliciously under the spell of tempered skin. That lick from top-to-bottom turned into two, then three, four, and when she started planting firm kisses around the head and end, she lost count.

Penny followed her debased programming, slowly sinking her lips passed the head of his tempered flesh, taking more and more of him with Nora-flavored lips. Unlike her friend, Penny continuously teased her sex during the cheek filling fun, and never had a gag reflex. Her pieced nipples danced whenever her body twitched, and she grinned from the exotic taste of his pre-seed. More and more she sunk until her nose brushed against his skin, throat delightfully full and eyes peeking upward. Then Penny slinked back, trailing her tongue underneath heated veins, only to bolt down again and repeat the process in an ever-increasing speed. She kept teasing her folds, loving every second her plucked nipples moved. Why giving head felt so amazing was beyond her comprehension, thank the outfit, but she slurped and sucked on hard meat while he watched her spoil his tool with a hot-and-ready mouth.

She couldn't help herself, an eager slave to her ambitions.

Soon she adopted a brisk pace that left him coated in her artificial spit in no time. More of his seed started to leak, mixing well with her drool and dripping past her mouth. From the corner of her eye, with her throat full, lips dripping fascinating cream, and breasts pressed together, she observed as Ren used the handles attached to Nora's helmet as a device to control her friend's bobbling. She only squirmed from the display of dominance, wishing for the same treatment while her fingers kept attacking her one weak spot.

Jaune must have noticed or read her interface because his palm seized her noggin. Penny paused with her throat stuffed to peek up at the dominating Arc. Wish granted. He gripped each side of her head and screwed her face silly, like an animal. Deepthroating doubled with her mouth nothing but a thing to be used. She playfully groaned under the scrutiny, dribbling all over him while her fingers worked her over.

All of this went on for a bit, with them choking or moaning as they moved in an unsynchronized blowing spree. Then they felt them throb, ready to burst inside their mouths and the costume perverts never slowed down. Never let up. Never even looked elsewhere as they sensed that tattletale twitch in their throats. A final push later, with Jaune and Ren shoving them against their pelvises, Nora and Penny enjoyed the pleasant not-surprise of their mouths filling up with extra-thick batter. Somehow their outfits triggered orgasms of their very own, staining the carpet in eye-rolling delight.

When they finished unloading, both the girls slowly moved back to enjoy their snacks. Pop! Penny reacted first and twirled her tongue around the distinct taste. Such potency. Thick, sticky, and hot. If Friend Jaune were to unleash this capacity inside her—hiccup—her heart-shaped pupils thumped at the thought. Velvety walls pulsated, and she greedily swallowed it all with a lusting display. She figured she had a few minutes to recharge her batteries before their next course of action, but she was dead wrong. Jaune's still very stubborn member pressed against her timid face and she nearly creamed herself right there.

Penny's eyes grew in a startle.

Another? He wanted another spit shining? So soon? Even after bursting such a heavy load into their mouths? Not that she minded, more than ready to indulge his wish with knee subservience goodness, but she thought they might need time to recharge. Guess not. Aura, she thanked her gears on Aura. Neither one of them was close to being satisfied, harder than ever. Huh? That left the question of whether to merely blow him again. Databases revealed a secondary technique to the infamous blowjob, and that was a titjob.

Her mate might enjoy that.

So she squashed her boobs together and offered them to him as a consolation prize. The fire in his eyes agreed, and she instantly got to work with a hungry smile. Penny lifted and wrapped her chest around his iron-like member, making sure to massage his rod in an up-and-down motion while she sucked helplessly on the bulbous head, this time hungry for another helping of his milk. She never broke eye contact. Somehow the way he looked down at her, like a deviant or delinquent, further turned her on. Friend Nora copied her, moving hers out-of-synch. Nothing but the sounds of gagging again filled the room.

Unbeknownst to the pole lickers, their outfits released a scent irresistible to their counterparts. Potent with a mixture of their natural musk, they have turned their suitors into raging beasts, more than ready to pin them down and screw them silly, and this couldn't be more obvious with the way they controlled their pace in their hair-gripping grip.

Nora loved every second of it.

Not the costume's fault this time, she had always wanted to give Ren a thorough sucking but had never acted upon her raunchy desires. Those typically remained wet dreams. Now, however, between stroking him with her fluffy cushions and engulfing the head with dutiful, Penny-seasoned lips, she gladly rested on her knees. His rock-like member received the treatment it deserved, and Nora shared a look with an equally enthralled Penny.

Her soft pillows teased her leader. Penny moved slowly, adding to her impressive deepthroating skills, a winning combination that had Jaune on edge. Nora preferred the quick and fast approach, licking him nonstop as her chest caressed him from every spot possible. Twitch! Throb! Nora smirked, spitting his mushroom out to increase her speed and pressure. Someone was about to burst! Another load incoming! Humph! She felt filthy. Better take it to the face this time and catch any lingering globs. Ren didn't have a problem with that, nor Jaune with Penny mimicking her movements. Both the gingers worked hard for their facial.

Neither one of them waited too long.

Nora's sticky-stained visor rolled down. Her efforts quickened with her tongue rolled out. She massaged Ren's member, breathing in deep breathes as he throbbed between her knockers. Any second he would paint her face. Mark her! Drench her skin until his scent stuck! She couldn't wait, moving faster with her tongue reaching out to tease the tip. Then what sealed the deal was when Penny begged.

White gumminess erupted and decorated their waiting, pleading faces. Instinct immediately made them latch onto the heads to slurp some down. A useless effort, Nora and Penny tried their best to swallow every viscous drop, but beginners only got so far, even with the help of naughty costumes and spirited enthusiasm, and ended up releasing their spurting and lusciously spit-covered members with a mighty pop. Creamy stickiness instantly stained their flushed faces, spilling on their frizzled hair and noses and flawless, hot skin. Tongues rolled out to catch any lingering ooze with Nora moaning loudly and Penny squirming with one eye closed. They breathed as if they had been drowning. Thick globs came with a vigorously powerful aroma, one of which made them wet.

Always the formal one, Penny gulped her remaining load and presented her stain-free mouth. "Thanks for the meal."

Nora rolled her eyes, still catching her breath with bits dripping down her chin and spilling onto her chest. She refused to swallow the spurts stuck to her tongue, collecting that all together in her mouth while using her free arms to manage the remaining goop. She marveled at the way it clung to her fingers, rich and ropey, refusing to come off. The salty taste in her mouth, warm and creamy, tempted her to lick the remains off in a passive and tedious method. So she did, running her tongue up her palm and over each finger, sucking them dry with bedroom eyes.

Penny puppeted her actions and dipped her finger across her cheek, collecting a tasteful glop on the tip, with her tongue licking any residue on her lips. She glomped down on her digit, grinning in appreciation to her first facial. Salty, yummy, and compacted, very impressive for making offspring. Their essence burned their insides and skin in a most enjoyable experience. How would it feel inside? Where her womb ached for stimulation and turned her jello-like thighs into a quivering, slippery mess?

Turing to one another, the filthy orange-heads shared the amount of batter residing in their mouths, not having swallowed the quantity they cleaned off. Tongues twirled it around, painting their insides white with remnants spilling down their face.

Nora grinned with a mischievous gleam in her eye. "Are you thinking what I'm thinking?"

Penny shared a rare smirk. Probability pushed to her favor, but just to be entirely sure. Glomp! She grabbed both sides of Friend Nora's stained hair and shoved her into a kiss that quickly turned into a sticky-covered, spit-sharing, very messy, tempestuous make-out session.

Their first make-out session had been fun, but this one was exuberating. Sharing the male's seed and drool swiftly became a game to see who could capture the most. Neither of them wished to share their prize, more than willing to steal the other's batch in heated tongue wrestling, not to mention an audience to watch and listen to their very vocal free show. Penny moaned at the attention, losing the battle of tongues due to a traitorous thought, but she gave the men a peak and shivered at the sight. That tremble passed over to Nora, who paused between her lip-biting to see what all the fuss was about, only to smirk and bite down on that delicate lip.

Time for some real fun.

Separating while playfully squeezing each other's cute butt, with a bridge of white hanging off their lips, each turned to appreciate re-hardened pieces of meat. Plucky nipples rubbed innocently against one another, smushed together by squishy, ample tits. Those things between their legs looked ready to destroy their holes and punish their aching wombs. Nora giggled and spread Penny's cheeks as an offering, but before sticking a finger inside that enticed a throaty moan. Penny did the same, unable to look away from the throbbing, drool-covered masses.

Nora reacted first, leaning forward with a giddy grin. "They're going to screw us silly."

Penny turned and offered her hips in a tantalizing and criminally slow shake to one Mr. Arc. "I'm counting on it."

...

Pant! Pant! Pant!

In the middle of the room, getting used as proper toys, Nora and Penny moaned breathlessly with their faces inches apart. Neither could form a coherent thought, neither could control their hearts, getting pounded and thrust senselessly from behind with Jaune and Ren using their arms as handlebars and bodies as playthings. Skin flapped against skin with their jugs jiggling from the echoing impacted thrusts. Penny felt like a walking, talking sex toy in Jaune's arms. Nora felt more pet-ish, an unknown fetish of subservience she only just discovered about herself. Both groaned between their expanding walls and wettening folds. Soon! Just a little more!

They penetrated deep, smacking their wombs hard and quick. Thrust! Thrust! Thrust! Velvety folds clenched tightly around them, milking them for their precious seed. Penny begged for Jaune to go faster. Nora pleaded for Ren to hit harder. Rewarding them for their honesty, Jaune and Ren used their Aura and enhanced their abilities. Suddenly impacted thrusts turned into mind-numbing experiences. Wet walls couldn't grip them hard enough to slow down, not like either of them wanted that, eyes rolling back and arms limping in their impressive grip. Girth tore them apart with the outfits upping the sensitivity. Over and over and over again, until they felt their orgasmic relief approaching.

They never knew hot-blooded coitus could feel so blissfully, name-forgetting amazing. Smack! Smack! Nora dropped her head when Ren gave her some slack so he could penetrate further, while Jaune pulled Penny in so he could angle himself and hit her G-spot. The sweat trickling down their curves covered the room with a thick layer of sex. Nora ended up spreading her legs apart. Penny stood on her tippy-toes to accommodate for the height difference. Both their gentlemen callers grunted and pounded their tight holes.

The quirky girls knew their end was near. So when it finally happened, with Penny going first, she squeezed hard, curling her toes with him throbbing inside those shrinking walls. Noise, any noise, became impossible to make with her moans turning into silent cries as her head raised and spine arched against his muscular body. Things grew more intense when Penny felt Jaune twitch before a white-hot bloomed spilled into her program drive. Hot, unbearably hot. She trembled in his hold while riding her release in a deliciously, comforting heat. Every inch of her insides got filled with Aura tainted seed, and she cherished each second, getting lost in the ones and zeroes filling her screen.

The sight of Penny's orgasmic face—with her eyes rolled back, tongue sticking out, and petite body pressed against her leader's torso—would forever burn in Nora's pleasure-comatose mind.

Not so long after she joined her quirky friend as Ren shot his impetuous load into her drenched chamber. Heated stickiness invaded her insides, filling her womb to the brim with thick baby-making batter. She refused to let him go until he emptied his entire load inside her. His hot and syrupy load, compacted and very, very potent. Huffing and puffing, she reached her high and turned limbless in his hold. Thank Dust they held them because falling to their knees would all be but impossible to stop. Only their rising chest revealed their conscious state, however slipping that was, and grudgingly lifted their heads to stare into lust-filled eyes.

Ren pulled Nora up, and Jaune lowered Penny. They breathed tiredly. Labored breaths matched their sweaty bodies. Their faces were close, and the seed inside their wombs left their toes curled. One little move and—smooch! Sticky stained lips met, members re-hardened, and tongues battled for dominance as both of their mates began thrusting again. Deeper, faster! Deeper, faster! Deeper! Faster! Eugh! They feverishly sped up the make-out session, much too busy clouding their thoughts in hip-thrusting goodness and an eagerness to trade spit. If the free show they gave Jaune and Ren ended up with them pinned to the floor, with their bodies drilling into theirs relentlessly and without mercy, then the two moaned loudly into their lip-locking to rile them up.

Nora suddenly broke off the kiss, smirking to the best of her hip pounding abilities. "So? That's what my leader tastes like?"

Penny grinned. "Ren's got a unique flavor as well."

Both giggled for a brief moment, before those turned into loud moans. Sensitivity worked against them with them already so close to another release. Smooch! Their lovers pinned them into another make-out session, pushing forward, except with enough torque to rub their chests together. Nora and Penny ended up lip-locking with their nipples grazing and openings stretched.

They only last half a minute before losing their minds to another release.

More male seed spilled into their bodies, this time with not enough room. Jaune and Ren slowly slid back and released the girls, watching them fall to their knees. Penny and Nora panted exhaustively on the floor, posteriors thrown upwards while they rested on their face, dripping in their white ooze. Fingers twitched. Bodies trembled. Sighing, they eeped when stiffness rubbed against their holes.

Judging by their still roaring erection, they weren't close to finished.

Maybe it was the sight of them about to claim them a third time, or perhaps the outfits influenced them, or their natural curiosity, but Nora and Penny found the reserved strength to pin them to the ground.

...

Nora planned to wear this outfit a second time.

Here she was, riding Ren with her palms flat on his broad chest and his gripping into her soft hips, bouncing like there was no tomorrow. Never before did she have the courage to act upon her desires, and now she shamelessly milked him of everything he had in feverishly delight. She moaned, she groaned, she cried and sighed, breathing heavily with him slapping her rump between each tasteful hop. Each one of those tingled her spine in the best of ways.

Penny copied her technique except opting a reverse pose, riding her friend's Fearless Leader with her back turned and arched. Not that he appeared to mind, preoccupied with running his hands all over her backside, sides, and bum, savoring the bucking view. She aimed to please. One hop at a time.

She knew right then and there that addiction was brewing. Both would, without a doubt, crave their bodies again. Their energy. Their taste. All of it! Penny expected more sucking, swallowing, slurping, riding, and thrusting in the foreseeable future. If real girls experience this unimaginable pleasure, how could she resist? That wouldn't be fair to her or her dancing rump, sliding in-and-out without pause. To deny herself this, to lock it away and throw away the key would be a crime against humanity, and Penny was programmed to preserve humanity, to protect it.

To serve it.

Good thing Team JNPR's leader understood her plight, ramming inside her needy folds in synch with her thrusting. He—hiccup—showed true compansion and no mercy to begging and moist walls. His thick, steel-like sword showed her better fun activities than board games or girl talk. Although, if this was what her other companions talked about, Penny might be more attentive to listen than dull them out, but, for now, she settled on him gripping her wrists and increasing his velocity. Ram! Thrust! Smack! Oh, Penny howled, right there! Mess up her insides and stuff her artificial womb with more backup!

Across from her, Nora leaned forward to bury her generous knockers into his face. She had long ago tossed her helmet, not noticing it vanished, along with her other clothing throughout the process of riding. Same for Penny. Seductive outfits left way for a birthday suit and a factory figure. Oh well, she didn't care, more focused on meeting his pushes. How fortunate that he used her bubble butt to help time their collisions and apply dominance. Such a thoughtful partner that Nora sped up so he could empty inside her waiting belly faster.

Their grunts played like a soft melody, music to their ears. Each sound made them try harder, lift their hips higher, or quicken the pace. Sweat beaded down their bodies. Breathes hitched between each savory thump. Now, they felt their final release incoming.

Penny leaned forward, arching her back to emphasize her butt. She reached back to spread her cheeks, not slowing down in the slightest. Not that that mattered since he practically moved her hips on his own, holstering her close while keeping his upwards thrust swift and precise. A quick peek over her shoulder, with those same hands rubbing her squishy rump, had her artificial spine tingling from the way he eyed her bottom. Those eyes were predatory and hypnotic to an overheating android. Then they took in a delightful hue, matched only by his amused grin like he currently wasn't screwing her memory out.

"You have freckles on your butt."

Penny didn't know why, but she blushed up in red critical error when he said that. Even when reverse cowgirling, moaning at one-hundred audible, pace ever increasing, she hiccuped at freckled bottom. Then he playful slapped that peppered butt, and she suddenly didn't mind that he enjoyed the view of her reddening posterior. Let him watch her milk him. Observed as she smacked her own rear between the constant thrusts! Twisting and rolling her hips, Penny struggled not to lose any rhythm while her body began to quiver from an impending release. Strangled breaths became haggard messes. Spanks grew in intensity. Velvety walls massaged him, and her hands played with her chest, pinching and plucking erected nipples while she drooled all over his crotch.

Huff! Huff!

So close! A few more hits against her womb and that would be the end. So Penny chose the only sensible option and leaned back, spasming on top of his broad torso with an arm of hers thrown around his head. One of his hands cupped her chest, squeezing and grinding a nipple between dominant fingers, the other busied itself by teasing her nub, rolling his fingers, and pinching the bundle of nerves. She squirmed, unable to take the pounding, taunting, and pinching all at once, and came right there on top of his body, spasming out-of-control. Penny was powerless to arch her back, trapped in his hold. Fidgeting turned into an excitable moan when she felt his fiery seed discharge inside her walls. Both of his arms hooked around her stomach to hold her in place.

Across from her, Nora panted louder and louder by the seconds. Her orgasm was coming to fruition, only improved by Ren helping her bounce. Sweat slid across her chest, dripped down her nipples, and glistened off her orange hair. His grip on her back bumpers tightened. He sat up, forcing Nora to latch onto his shoulders and ride him out, pace sped up by him. She ended up biting down on his shoulder to stifle her cries when he spurted. Nora then compressed around him and fell.

...

"Are you going to tell us how this all happened?"

Nora yawned. "Later. Sleep now."

Penny watched the scene unfold on top of Jaune's chest, hugging his body with her feet anchor around his. If this was afterglow, then she saw why so-and-so individuals became addicted. Poor Ren, confused with Nora snuggling deep into the crook of his neck. No answers only more queries, she considered answering them, but cuddling was comfortable, and she didn't dare disrupt the mood. Having Jaune's around holding her waist close, sharing body warmth far surpassed any sensation she had experienced. So Penny kept her mouth zipper-shut, sighed, and burrowed into his neck with her fingers tracing his chest.

A nagging feeling irked her mainframe.

Penny knew, while her processor worked again, that she should warn Friend Nora about potential contraception. Chances were high for her, and while she remained ignorant of her companion's ovulation cycle, better to not take risks. However, her battery charge remained low, and snuggling up to Jaune's stocked body, with her head rested in the crock of his shoulder, insides stuffed with his potently thick seed, and body held close by his impressive grip, just took priority. Her eyelids drooped, her body shut down, and her thoughts fuzzed in the warm embrace.

A successful experiment.

…

A few months later and Penny learned a few things.

One, she did not think her synthetic body and artificial organs could properly conceive an offspring. Part of her felt that the Angel Blade system was to blame. How she was going to tell the General or her new boyfriend confused her. Good thing she arranged a dinner for them to meet. What an exciting evening planned. Two, she loved calling Jaune her boyfriend now, upgrading him to the title of Boyfriend Jaune. Finally, three, she learned to indulge in the little things that made her day thirty-three point five percent better. She had never understood the appeal of arm-hugging until she glomped his hand in public. Unfortunately enough, compressing biceps was fun and all, but Penny discovered that she did, in fact, not want to be friends with anyone.

Jealousy was an obnoxious emotion she started learning.

Harlots were everywhere in Beacon. They circled her boyfriend when she wasn't around. Bless his thick-headedness that he didn't notice, but Penny found herself hugging his arm not only for entertainment but to mark her territory. Go away! Jaune Arc belonged to her. Restricted access! Trespassers beware! Not even her friend Ruby was an exception.

Penny loved Ruby, cherished their friendship like a priceless snowglobe or signed arena card, but one wrong move and her friend would find herself dodging a hailstorm of steel for breakfast. A minimum of five-feet must be established between her and her man, and all hugs had to be monitored and notarized in triplicate. Five-feet! Sixty inches! Nothing more, and definitely nothing less.

At least Gal Pal Nora understood her dilemma. She broke bones to keep the charlatans away. An effective strategy, but she preferred intimidation over physical alterations. People folded easily underneath the scrutiny of floating, bladed weapons.

Speaking of Friend Nora, Penny felt inclined to mention the bundle of cells growing in her body. She doubted Nora noticed, foreseeably too enthralled to pay any attention to her biological functions. A quick Scroll call should suffice.

"Penny?"

Penny turned around to find her boyfriend smiling in her direction, arriving ahead of schedule for their appointed dinner. She burst forward, tackling and hugging his arm for all it was worth, grinning that million-watt smile he came to adore.

Later.

She felt inclined to tell her friend later.

Author Notes: Something for a Pa-tre-on story for Suicidetoto. I'll write anything!