Disclaimer- I don't own the characters or the idea.

Warnings- Gender bending, if you have a problem with it turn back now. I don't want to any flames related to it, it is a waste of my time and yours. Keeps me toasty though.

Pairing- FemSerph/Cielo

This was written over a year ago and came from a challenge my husband gave me.


The rain poured down on him, as he let his hands fall from Sera's body, sensing Heat's glare. "We're comrades…" The words were soft as they left his lips, his head killing him, body hurting from the previous battles and something else. Varna was quiet inside of him, the hunger just a dull thud in his stomach. Either there was something wrong with him or what had happened affected him more than he cared to admit.

Pressing his fingers to his temples, he rubbed them gently, noticing the concerned looks that were immediately sent his way, Cielo's joke falling short at the sight. "I'm fine. Let's just head back." He murmured, turning his back to the team. His body was starting to hurt, the dull pain starting to lace through every part of his body.

Stepping forward, his legs felt like jelly, body swaying slightly. The world spun around him, going in and out of focus, forcing him to close his hues. Although the world wasn't moving, the dizzy spell had not passed and he fell to the ground, hands cutting against a broken rock. Lowering his head, he took a deep breath, letting it out slowly to ease his pain, the soft hands of the mysterious woman running against his cheek and the marking there.

Normally the soothing sound of Sera's song could reach him and calm almost any ailment that plagued him. Now however it did nothing. The dull pain intensified, a growl escaping his throat, hands shaking and barely able to hold him up. He heard what sounded like whispers, even a scream or two, even his hearing going blurry. The sound of his blood rushing into his ears, drowning out all the sounds around him. In his mind, he heard Varna crying out, the sound loud and overpowering everything.

Breathing heavily, he felt blood pour out of his mouth, the darkness in his mind overpowering him as he succumbed to it, falling forward passed out. If it wasn't for his breathing, he would have looked dead to those around him, his pale skin taking on a thin sweat, as the transformation his body was about to undergo started.

"We need to take him back to the base." Cielo spoke up for them all, the shock they all felt registered on his features. Uncrossing his arms, he grabbed the taller man, hefting him over his shoulder, buckling slightly under the added weight. "I'll meet you all there." Snapping his fingers, he transformed, taking off into the air, leaving those on the ground behind.

It didn't take long for him to reach the Embyron base, his package still not moving, the added weight heavy though. Folding his wings in, he started to descend, barely touching the ground, before he was off running through the hallways as a human once more. Placing the man in his own room and on his bed, he left it for now, waiting in the meeting room.

Curling up his legs, he leaned back against the wall, able to make out the first of Heat's argument floating through the metal walls. Until the leader awoke, this would prove to be very chaotic for the cause and reaching Nirvana. And his discovery would have to be kept a secret, until he could speak with Gale about it.

Groaning, Serph started to awaken, rolling onto his side on the bed. His mind was fuzzy, memory failing him on what they had previously done. All he remembered was speaking to Sera, beating the leader of the Solids, and gaining their members. Bat had gotten away again… Clutching the sheets, he opened his hues, silver orbs scanning over the meager furnishings. This wasn't his bedroom, so someone must have brought him back to the base. The splash of their color confirmed that this was indeed his land.

Moving his fingers up, he looked at the gray sleeves that still covered his hands, running them along the Atma marking on his cheek, Varna stirring within him. That hunger was making itself known, telling him that he had been out for hours, perhaps even days. Slipping off the bed, he bit his lip faintly, body protesting the simple movements. Running a hand through his hair, he looked to his tag ring, surprised that it was still there and he wasn't announced dead.

Moving to the door, he heard it open, blinking when he saw Cielo standing there. "How long have I been out?' His voice sounded a little higher pitched, but he chalked it down to sounding hoarse after his sleep. He however did notice the shocked look he was getting. "What?' He asked, running a hand down his face, sighing softly.

The smallest member blinked, his mouth opening before closing tightly shut. The Jamaican was unsure of how to say it, or even put it. No one had come to check in on Serph, instead focusing on coming up with a plan to finish off Bat once and for all due to his suggestion. This was not what he expected after the other had passed out.

Gathering the courage to say something, he reached out, squeezing one of the large lumps on his leader's chest, before dropping it. It was real all right and he couldn't help himself. "Uhm… Well.. You have breasts." He offered, unsure of how far this transformation went. Should he even consider the other a man anymore or a woman in his mind? And it looked as if he would need a larger shirt so that his stomach wasn't exposed.

The urge to bat away the hand died when he actually felt the pressure of being touched there. "What?" He cried out, his silver gaze falling to what had to be the hugest rack he had ever seen. Grabbing Cielo, he pulled him into the room, glad that it was his lover and not another one of their comrades. This was awkward, yet it wasn't as bad as it could have been. His voice was still higher and now he connected it with his new look.

"Don't tell anyone about this yet. Just grab one of woman's uniforms." He looked down, unable to see past his chest. Poking a breast, he shook his head unsure of what to do about this. Being a demon was one thing, but this change was not what he had signed up for at all. No one else had changed like this. Hearing the okay and the other leave the room, he started to undo his pants.

Slipping them off of his lower body, he noticed that his frame had gained curves that were previously straight. Taking a deep breath, he ran his fingers over his front, cursing softly to himself when he felt it flat there. He had no only gained breasts, but he had gained an addition. Spreading his legs slightly, he ran his fingers through his silver curls to press along his new addition

Feeling was believing after all, dropping his fingers, he jumped when he heard the door open and the Jamaican entered once more. "Do you have the clothing?" He asked, pulling his fingers through his hair, letting out a soft sigh at this all. It was a mere inconvenience for now, his demon form had to be the same.

Covering his nose with his hand, he felt the blood start to flow out, the sight a turn on even for someone like him. Serph had been feminine as a man, and as a woman, it had only accentuated it. "Yeah I did." He held out the clothing, keeping his blue orbs focused on the far way to avoid any contact with the bare body.

Grabbing the cloth, he turned around, raising a brow at the sight. "See something you like?" Despite the situation, they were still male and they were still demons. Demons with some moral, but demons at the core. Devouring wasn't the only thing he had to do to sate his new desires and hunger. He enjoyed the taste and feel of flesh against flesh and he wanted to put off introducing his new self to his comrades.

Unfolding the clothing, he looked behind him, seeing the other nod his head slowly, stepping closer. Well that was interesting, normally it took more for the other to come at him like this. He looked down at the separate parts, unsure of how some of it worked. He was about to reach out and grab the shirt to at least cover himself slightly when thin hands wrapped around his breasts, Cielo's chest coming into contact with his bare back, sending a shiver down his spine.

Varna's demonic desires fueled his own urges as he leaned against his lover, despite his want to go out and finish the war that still plagued them. Biting his lip to stifle the groan that wanted to escape, new feelings surged through him. Feeling the fingers move over his nipples, pleasant warmth ran through him. No wonder woman liked being touched here it was a nice feeling. Spreading his legs, he let his tongue run over his lips, wetting them for what was about to come.

"I think it is more than that." Cielo murmured, blue hues closing. He could smell the beginnings of arousal on the air already, Dyaus demanding more. Pressing his lips to the bare shoulder before him, he allowed a hand to leave the new additions, fingers trailing over previously memorized areas. It was new, exciting and yet at the core the same. Fingertips moved down the curves, this dominance he held new for him in every way. He was used to only being taken and being allowed to touch when Serph deemed it.

Sucking gently on the flesh, he pushed the woman against the bed, the clothing forgotten underneath him, as he flipped his leader over, so he could tease the front half. Letting his tongue taste the flesh, his dreadlocks clanked together softly, as he moved downwards, trailing along the large breasts, the flat stomach and too the silver curls. Unsure of the female anatomy, he let his fingers dip there, spreading the pink folds wide, revealing the new entrance that had been given to them.

Dipping his tongue into the open space, he tasted the female form for the first time. Running his muscle along the crevice, he ran it along the entrance, before pushing it inside. It didn't enter very far, but it was enough to get a reaction out of the leader. Putting pressure against the wet self-lubricating walls, he moaned softly, hues slipping shut

Grabbing the bed sheets, the silver haired leader arched his body into the air, a light sweat rolling down his body already. A mere virgin in this form, every sensation and feeling was new to him, good. Crying out softly, he moved his body against the invasion, feeling his insides spreading, another thing that was new to him. His toes curled, as he closed his hues tightly, breathing slightly heavier.

Thoughts ran through his head, the want to be on top even in this position filling his mind. He might have changed forms, but he was still the same at heart and his desires were the same. In his head, his demon growled at him, demanding he take over now that things had gone in such a direction.

Easing up on his grip, he started to rise off the bed, pulled himself away from the muscle, hissing softly at the loss of contact. Forcing himself to sit up, he slipped off the bedding, kissing his naughty lover, growling softly, as he turned them around, throwing the man on the bed. Climbing over him, he offered a small smile, grabbing the shorts and yanking them down. "I'm still in charge." He murmured, trailing his finger down the front of the exposed area, unzipping the rest of the outfit taking it off. He allowed his tongue to trail down the pale planes, tasting, as he grabbed the hardening organ.

Pumping it slowly, he dug his nails slightly into the flesh, teasing the man first. Bringing their faces closer together, he kissed the Jamaican deeply, tongue dragging along the pale lips. When he gained entrance, he plunged it inside, wrapping it around he other muscle. Pressing his breasts against the chest, his movements grew rougher, desire building within him.

Unable to think about anything, Cielo nodded his head, hues closed tightly. The flip was not unwelcome; the reprieve from the duties was he was accustomed to. Taking what he was dealt, he thrust into the moving hand, bringing his hands up to wrap loosely around his leader's neck. It felt good and he wanted and needed more.

He felt himself responding to the heated movements, cock hardening as the blood flowed downwards. Breaking the kiss when his brain registered a need for air, he breathed heavily, moaning lowly, biting his lip to keep the movements quiet. His Atma on his thigh glowed faintly, the power surging through his body, mixing with the pleasure. "More…," he groaned, tugging on the neck, bringing the female closer to him. "Now…" He growled, blue hues narrowing faintly.

Not really wanting to comply with the plea, he dropped his fingers from the hardened organ, noticing for the first time had much smaller and thinner they were, the nails painted silver. Shaking his head, he trailed one down the entire erection, smirking at the growl, as he raised his body up, feeling for his entrance as he rubbed against the head of the organ. "Hmmm?" Finding what he wanted, he pressed the member inside of him slightly, the walls spreading around it with ease.

Moaning softly himself, he watched, molten gaze unwavering. Toes curling, he grabbed his lover's shoulders to ground himself, starting to move down it slowly when he heard the soft begging for more. He loved doing this. When the cock was entirely in him, his body arched, breasts sticking out more than they already were.

The self-lubricating walls surrounded the organ, spreading wide, pulsating against the organ. He shuddered at the feel of having someone inside of him, starting to lift himself up. Arms shaking briefly from the exertion, he lifted himself up high in the air, before slamming back down, taking the organ into him completely.

Gripping the shoulders tightly, he let out his pleasure, panting heavily. Sweat rolled down his frame lightly, as he panted, pressing his lips against Cielo's once again, wanting to feel that pressure. His movements started out like he normally did this, slow, teasing the man beneath him, knowing what it did.

Cielo was feeling it. His noises were lost within the deep kiss, tongue trying to win the loosing battle once again. Each time Seraph fell on him, he rose to meet him, the feel of the hot, moist walls incredible. Holding the other tighter, he started to move faster, bringing his hands down to help guide the woman, wanting them both to feel incredible before they had to move on and fight once more.

He was glad when his partner followed suit, the pace picking up between them. A light sweat ran down his body, chest heaving, as the heated pleasure ran through his body. Breaking their kiss, he let his hands drop from the waist and move along to the breast, teasing them gently with his fingers as he slammed upwards to meet the other.

It was new and exciting, but the silver haired leader knew it would come to and end soon. Already, his insides were clenching around the organ, his pace picking up immensely. He angled himself, pressing the cock against his walls, shuddering when the combined efforts of it all ran through his body. If this was what it felt like to be taken, he wouldn't mind it so much.

Leaning forward more, his toes curled, arms shaking barely able to hold himself up any longer. He was nearing the edge already sadly enough. He was used to lasting much longer, this virgin form having much less stamina. It was saddening in a way, but he held on. Breasts moving with each slam onto the rod, his body arched, the sweat pouring down, pants heavier. He heard the faint sound of knocking outside and was glad the other had half the mind to lock the door before this started.

He felt fluids leaking from him, running down the organ as his walls clenched tightening. Keeping his tight grip on his body, he continued to move up and down, crying out when he felt himself growing nearer. If Cielo wasn't messing with his breasts, he would have most likely held out longer. At least he believed so. "Close…" He murmured, letting his partner know, his tongue flicking along to taste the lips of his partner.

Opening his mouth the Jamaican slammed upwards, going deep inside the woman, grabbing his leader's hips to force him down on him. Feeling the tight walls around him, Dyaus grew excited, his member swelling, the pre-fluids dripping down. Being with a woman was definitely a different experience.

The silver haired leader let out a low groan at the feel, the swollen member pushing his walls aside more. Burying his face into a pale shoulder, he cried out feeling it end for him. The fluids escaped him, shooting out against the man as he came hard. Continuing to move even after he had finished, he moved faster, harder, the weariness not affecting him as much now.

Biting his lip, the grunts escaped him; hues shut tightly once more, hair plastered to his face. His nails broke the flesh of the pale skin, blood dripping down, piercing the air with its wonderful scent. Shifting, he allowed his falls to force the organ to press against his moist walls.

The Jamaican wasn't going to last much longer and he knew it. Shuddering each time he felt the moist heat, he groaned loudly, body arching off the bedding. Holding his leader tightly, he felt it end for himself as well. Throwing his head into the pillows, he cried out, cumming hard within the woman. The fluids ran down, as he fell back into the meager cushions the clothing stuck to his back. Closing his hues, he panted, forcing the other to fall on top of him, the breasts pressing against his flesh. "Man…. We need to head out soon… Gale had a mission for us…" He muttered, really liking the way he was laying.

Opening a hue, to watch his leader, he let his hands slide off, falling limp against the bed. The clothing was a bit sweaty, but not entirely ruined. Grabbed a tissue, he wiped himself off, before doing the same with Serph's legs, throwing it in the garbage when he was finished. He tried to regulate his breathing, not wanting to give away what they were doing. "I'll let you get dressed." He offered, trying to come up with some sort of lie for their long absence. Gale would be unhappy about it that was for sure.

Nodding his head, Serph looked at the contraptions, grabbing what looked like a top, starting to dress himself. It was a hard fit over his breasts, but he managed to get everything on him, the skirt leaving a lot of breeze between his legs. Holstering his pistol underneath his jacket, he stretched his fingers, the sleeves fitting snugly over them like usual. Twirling, he tried to get used to the feel, before moving to the door, allowing it to slide open. Whoever had been knocking had vacated the hallways almost empty except for some of the earlier members of his team.

He heard Cielo behind him, following slightly behind as they normally did this. Nodding his head to his members as he passed, he watched them look at his new assets. He ignored it the best he could, understanding what Argilla probably went through now. When he finally reached the strategy room door, he heard the voices of his closest comrades filtering out the door opening slowly.

"Finally Cielo what the hell to-…" Heat's voice cut out as he turned, seeing his leader standing there with breast. Red orbs rolled into the back of his head as he fell backwards and hit the ground dead to the world.

No one moved however even when the man fell, Serph ignoring him, as he stepped over the fallen body. "No one says a thing. What is the plan Gale?" He heard Sera tend to Heat, while he was relayed the plan to lure out and exterminate Bat, trying to forget that Argilla's eyes were on his breasts as well. God he hated being a woman.