xXx Summary xXx
Erza and Lucy have habits of getting changed during lunch where no one else was other than each other.

xXx A/N xXx
My first time actually writing a fem x fem ." Well this is actually for my friend's birthday… but I still decided to upload it onto fanfiction.

xXx Disclaimer xXx
Sadly I don't own Fairy Tail or else…kukuku~ =u=

-Inside the Change Rooms-

It was weird and normal at the same time that the celestial mage and Titania would choose to change clothes at the same time. Most of the time it was just the two of them in the change rooms and they didn't mind a little privacy. Well, the rest of the Fairy Tail members would just cause a ruckus; especially with the male change rooms next door…it wouldn't be surprising if they had Natsu flying through the wall when they were all half-naked.

It was a wonder why Erza didn't just requip on the spot. It was faster that way. But Erza would just say it would be wasting magic if she did it all the time, so she would visit the change room a few times. Usually they visited at the beginning of lunch when all the other Fairies were eating lunch in the canteen…that was where Natsu, Gray and Elfman would be when they caused a huge ruckus.

Erza was just about to go into her own cubicle to get changed when Lucy stepped inside as well. This surprised Erza. "Since when did Lucy get so bold?"

"Aren't you scared that I will rape you?" retorted Lucy at Erza's laid back response.

"Like you can rape me. Pfft!"

The Titania instantly regretted what she'd said as she saw a glint in the celestial mage's eyes.

"Want to see if I can?"

Lucy pulled herself in for a kiss but being Erza, the other wouldn't easily submit to it. Lucy nibbled lightly hoping to gain access but instead of submitting Erza stuck her tongue out to dominate Lucy. Erza had way more physical strength and easily pushed Lucy to the other side of the change room. While her tongue explored the warmth and sweetness of Lucy's mouth her hands were playing with Lucy's soft blonde hair. From slow exploring of Lucy's mouth, it turned into a needier manner where they were just physically battling with their tongues without any other thoughts in mind.

The air suddenly got very moist and hot. Erza thought that this time, Lucy must be serious about raping her. Well, she wasn't ready to submit yet, she just wondered if it was okay if she tried dominating for once… Most of the time she just let Lucy have her way at teasing her since Lucy was way more experienced and always seemed to know what to do or the spots to touch that would turn Erza to mush.

This time, before Lucy could do anything, Erza decided to break the kiss before they would run out of air. While Lucy was still full flushed and panting Erza latched herself to a spot on Lucy collarbone to create a hickey, marking Lucy as hers. Small waves of sensations rushed throughout Lucy body and very soon she was starting to get wet down there, while Erza licked, sucked and explored every inch of Lucy's body leaving marks everywhere.

Clothes were quickly taken off and left on the ground and then there were hands exploring wherever they could get to. Erza, seeing Lucy naked, was getting wet herself and needed release very soon. She started to play with Lucy nipples until they were nicely erect and twitching at the slightest touch. Erza really loved it when they were so sensitive. She brought her mouth to one and started sucking and rubbing it against her tongue while her fingers continued to play with the other.

"Sto-op-p playing aah-round…Puh-lease…"

"Getting rushed are we?" She smirked.

Erza bit down on one of Lucy's nipples, earning a small mewl from her. Teasing Lucy sure was fun.

Getting bored of playing with Lucy's nipples, Erza bent down and slowly pulled Lucy down with her so that they were lying on the ground of the change rooms. They were on top of the pile of clothes that they'd discarded beforehand so that the floor wouldn't be too cold or hard. Erza had to pry open Lucy legs since the blond start to get nervous and shy. This was her first time topping, usually Lucy would have her way with things.

Erza took a minute to take in the enticing sight in front of her…Lucy Heartfillia on her back begging for Erza. This was sure a new sight. It didn't take Erza long to fulfil Lucy's wishes. Erza got to work straight away, starting to flick her tongue at Lucy's clit, sending waves of pleasure up and using her fingers to massage the skin around the clit.

By the time Erza had a nice taste of Lucy's flavour, Lucy was already quite wet and really needy. Erza sucked on one of her own fingers so that when it was slick enough she pushed one into the open of the vagina feeling the walls tightened around her fingers. She pulled out a bit to make more space and tried to prod her fingers deeper trying to find Lucy's spot.

After many attempts at prodding deeper and even searching the upper wall for the spot Erza finally found it. Lucy squirmed as soon as Erza brushed her fingers against it her soft breathing slowly turned into uneven pants. Remembering to flick her tongue as well Erza continued into a rhythm in time with her fingers. Finally not being able to take the pleasure anymore Lucy came. Her vagina tightened around Erza's fingers so much that it turned Erza on as well.

"Equip."

"Requip."

Erza changed all her clothes off and requiped herself with a box.

"Aah, Erza what's that box?"

"You'll see…" Erza smirked and opened the lid to pull out the things inside. First came out a thin but sturdy red ribbon made out of special hide that wouldn't break no matter how much strength was used to pull it apart. It was so soft that there would be no marks on the wrists if it was ever used to tie them together. In light speed while Lucy was still in daze Erza used them to tie Lucy's wrists together on top of head. Next came the cat ears, Erza clipped each one side of Lucy's hair.

Last of all was a two-way vibrator dildo, it was a premium box that had cost Erza a lot of gold but now it seemed to be all worth it. Erza was so wet already that the dildo slipped in easily when she stuck it into her. It felt so good having a cool hard thing inside her compared to Lucy's fingers most of the time. Erza pulled it out and pushed it back in making it even more slicker so later it will thrust in smoothly.

Next she pushed Lucy down and it was such a brilliant sight with Lucy under her squirming tied together with cat ears. Erza had always fantasized about this moment that she would have Lucy under, so many nights she would dream about this. With the dildo already inside her she thrust into Lucy, with a few slow thrusts she pulled out again. Hearing a small moan emitting from Lucy she turned the vibrations on and started to thrust back into Lucy.

They slowly started to pick up the pace but and their rhythm started to get uneven.

"Untie my hands please..."

"Okay... Just hold onto me."

Erza untied Lucy's hands and Lucy could only latch onto Erza. While Erza sent waves of pleasure into Lucy, the dildo was really worth it since it was set to vibrate and turn inside vaginas. Erza started to thrust harder and faster into Lucy, both of them were so close to cumming. After a few minutes Lucy gave out moaning Erza's name and came. Erza on the other hand came as soon as she heard Lucy moaning her name.

The dildo kept going and vibrated in their oversensitive vaginas since they'd just come together. They started kissing, until the bell for end of lunch rang. Lucy broke the kiss and whispered into Erza's ear, "Next time it's my turn."

Erza accepted the challenge and whispered back, "Let's see, just wait until next time."

A/N

Ty for reading :D. Also thanks to my friend the Princess of Whatever for betaing it xD. R&R plz