Italics indicate thinking.

This Side Story is what happened after the flashback in Chapter 27 (Meredy)

Years Ago- Ultear's POV

"No sweetie" I hugged Meredy "You're even more beautiful."

"Really?" Merry sniffed.

I had Meredy sit down and we talked about what her new body would entail. After I explained some of the ins and outs of her body I got to work.

"We need to do some tests." I told her.

"Okay what?"

"I just want to run a general physical to make sure your body is in good shape."

"What do you need me to do?" she asked.

"Just sit and let me run the test.

I poked and prodded at Meredy's body. I could tell she wasn't a big fan of the blood test, she doesn't like needles.

"Okay I already tested it once but I want another semen sample."

"You mean that goo?" Merry said "How do you plan on getting it?"

She has a good point. I guess I'll have to show her.

"You have to give it to me." I explained.

"How?"

"Take you hand and do this." I said wrapping her palm around her limp rod "It won't do if it's not hard…"

"How do you get it hard?" Merry asked.

"You have to get turned on…I think I have an idea."

I unzipped my jacket and took my shirt off. I stood before Meredy in just my bra and a pair of jeans.

"Umm Ultear what are you doing."

"It's working." I said looking at her penis start to get hard.

This is kinda embarrassing, turning my own daughter on.

"What's happening to it?" Merry said as her dick stood at attention.

"Now do what I showed you, masturbate."

Meredy started slow and gradually picked up speed. I stood there watching with a vial ready to collect the sample. Meredy was making loud fapping noises as she masturbated. She had started slow but now she was really into it.

"Oh…oh…here it…oh…COMES!" Meredy blew a load all over her stomach and I cleaned it up.

"Excellent job. I don't need you for anything else right now why don't you go take a shower and get cleaned up."

Meredy's POV-A few weeks later.

Ultear had to go out shopping to get clothes for my new body. My training bra no longer fit so I had to wear a real one. Having this 'thing' between my legs is annoying. I kept wrecking all my underwear. It's constantly getting hard and ripping through them. It seems like every night I have to masturbate to get it down so I can sleep.

Which is where I am now, in bed, hand wrapped around my dick, stroking as fast as I could.

"Oh yeah…that's it…mmm so good." I moaned as I jacked off.

Yeah having to masturbate was annoying but it sure felt great.

"I'm so close…HA!" I gasped as I started shooting out cum and covering my smooth stomach "That's better."

"My little girl is growing up."

"Ultear?!" I screamed covering myself.

I saw the look on her face, she was drunk.

"I'm getting so old~!" she whined throwing herself onto my bed.

"Get out of here." I said.

Ultear's head had landed right over my crotch. She grabbed the waistband of my shorts and freed my dick.

"Bad girl you can't even take care of one boner."

"Ultear stop you're not thinking right." I said pushing her off.

"Don't talk back to me girl!" she yelled "Now you are going to fuck the shit out of me understand."

"Are you even listening to yourself?" I asked.

Ultear laid down and started licking my dick.

"AH!" I gasped at the incredible feeling.

"I had a feeling that would *hic* Change your mind."

In one swift motion Ultear took me into her mouth and started sucking. I don't know what came over me but I let her keep going.

"Ul it feels so good." I said.

*Slurp* "A nice thick cock, just what I needed."

Ultear kept sucking as I laid there and moaning. It felt so good, her warm mouth eaf=gerly pleasing me.

"Ultear I think I'm gonna…"

"I wanna taste it." She said tickling my balls.

"I'm cumming!"

I felt ropes of thick jizz start filling up Ultear's mouth she eagerly swallowed the load and then proceeded to get undressed. She stood naked before me glistening in the moonlight.

She straddled my hips and started kissing my neck "I love you sweetie."

I started kissing her back and I could feel Ultear's wet snatch dripping onto my body. Ultear started grinding her large butt against my crotch as we kissed and I could feel myself getting rock hard.

"Mmmmm." Ultear grabbed my dick and teased her entrance before shoving me inside her.

"OH!" I gasped at the sudden change.

She was so warm. Her walls were squeezing the crap out of my dick.

"So big." Ultear groaned "Feels so nice."

Ultear started grinding her hips. The pleasure that was coursing through me, I had never felt this good before. I instinctively grabbed Ultear's big ass and started thrusting my hips to match her movements.

Lucy Heartfilia Thank you for this gift. I feel so good!

I squeezed Ultear's ass and started moving more aggresivly.

"Good girl." Ultear smiled "Fuck me."

I could feel my balls slapping into Ultear's thighs. The older woman leaned down and played with my breasts. I had been so focused on the fact that I was now a Futanari that I had forgotten that Lucy's semen also made my older.

I grunted as I slammed into Ultear.

"Oh yes Meredy right there….Mmmmm yes!"

I could feel her starting to get tight. There was a tingling sensation in my ball sack.

"Ultear I'm cumming!"

I felt my hot seed start to fill Ultear's warm vagina.

"OH! MERRY!" She screamed out as she also yelled out in bliss.

We fell asleep after that. I knew the next morning's hung over Ultear would not be happy about what just happened. I didn't care; I nuzzled myself close to her massive motherly bosom and fell asleep.

Yeah she wasn't happy. Mostly with herself but I was in trouble for not having enough self-control to stop us. Still that didn't stop Ultear from saying now that we did it once we were lovers and she was going to be using me to remove stress.

A few Years Later- Shortly After Lucy Meets Meredy and Ultear.

I had just finished having sex with Lucy. She was so good. She made me feel amazing. I wish I was half as good as she was. I was trekking through the forest when I found the person I was looking for. Standing there looking out at the water clad in a bikini that barely fit.

"Juvia." I said walking up.

"Meredy!" The two of us hugged.

Her breasts were so soft I moved my hands down and touched her large rump.

"Hey!" she yelled "You smell like Lucy-Sama." She mumbled "Then you must know Juvia is for Lucy-Sama only."

"Lucy said I could have you for a bit." I mumbled squeezing her luscious ass.

"Lucy-Sama has put Juvia out on loan?"

"Something like that." I said making her top fall off "I have something to show you."

I pulled my pants down and showed Juvia my gift.

"You're a…"

"Lucy made me like this." I told her "Don't you think you should help me. I won't bully you like her. You can do what you want."

"Juvia only follows orders. Juvia is not allowed to issue commands." The water woman said "Lucy-Sama ordered Juvia to please Meredy."

Juvia got on her knees and started playing with my penis. She licked and stroked before she wrapped her creamy breasts around my cock.

"Oh Juvia they're so soft." I moaned as she started moving her chest up and down.

Juvia kept moving her chest along my dick as I leaned up against a tree and moaned.

"You so thick." Juvia said "It feels so nice smashed between Juvia's breasts."

"Oh Juvia you're so good."

"Juvia is Lucy-Sama's favorite plaything for a reason."

Juvia jiggled her breasts around as I drew closer and closer to my climax.

"Juvia I'm gonna cum soon."

"Cum for Juvia." The girl giggled "Juvia loves Futanari cum!"

"AHHH!" I spewed all over Juvia's pale, slightly tanned, skin.

Juvia got up against the tree and pulled her bottoms off. Her glorious ass on display.

I got up behind Juvia and stuck myself inside her womanhood.

"Oh so large!" she moaned "Meredy is so big."

"Your ass is so big." I said squeezing the supple flesh.

I started thrusting and Juvia's ass slammed into my hips. She was so good. She was soaked and she was warm.

"Oh harder!" Juvia moaned "Please have your way with Juvia!"

"Oh I will."

I grabbed Juvia's waist and start slamming into her.

"Meredy it's so good!" Juvia moaned "You're so different from back then."

"I grew up." I said crashing my hips into her aggressively "I'm a woman now."

Juvia kept moaning as I fucked her up against the tree.

"Juvia I'm gonna cum. I'm gonna fill you up."

"HAA! DO IT!" She moaned orgasaming.

"FUCK!" I jizzed inside Juvia and when I pulled out semen ran down her leg.

Juvia was laying on the ground trying to catch her breath. I got up behind her and started pushing myself into her ass.

"AHH! Juvia's butt!" the girl said in shock.

Her ass was so tight and the cheeks pressed up against my crotch as I fucked her felt so good.

"Fuck yeah Juvia you're so good."

"Oh Meredy!" Juvia moaned.

Juvia kept taking most of my dick into her ass and she loved it. I hadn't felt this good in a long time.

"Juvia I'm gonna cum in your ass."

"No! That is for Lucy-Sama get don't!"

"Then I'll just cover those sweet cheeks of yours with liquid gold."

I pulled out and started jacking off.

"FUCK JUVIA!"

I shot warm cum all over and covered Juvia's fat ass in my seed.

"So warm."

Unfortunately after that we had to leave, but I had the feeling that Ultear and I would see our fellow Harem members soon enough.

AN

Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.

Suggest who you want to see next time.

Next Chapter Hint- We're going to the water park, and a bet is a bet.

Till next time!