Time to themselves was hard for Ruby and Penny to find, with Ruby suddenly becoming an active huntress working with General Ironwood and Penny's work as both an employee of Atlas Academy and as the Protector of Mantle. So, the couple needed to take advantage of what little time they had, which they were doing. Ruby had booked one of the academy's private workshops, not much more than a large cupboard with a workbench and better ventilation, as it was the best, most private place in the academy that they could get.

Ruby was face to face with Penny, with her arms on the workbench on either side of Penny. Ruby's body pinned Penny to the workbench, as they shared each other's warmth. One of Penny's hands cupped Ruby's face as they made out, while the other hand had slipped beneath Ruby's skirt. It was rubbing against the growing bulge in Ruby's shorts, helping it keep growing and pulling quiet little moans from Ruby's lips.

"Mmf, not too fast, I wanna use all our time here," Ruby whispered to Penny. Penny nodded and rubbed Ruby's bulge slower, making sure to go over the whole length of it. Just before they closed their eyes and went back to their make out session, Penny spotted movement. She kept one eye open and used her eye's zoom function to get a better look. In a crack in the doorway, Penny saw a familiar blue eye and a sliver of a familiar blue beret. Penny broke off from the kiss, running a trail along Ruby's cheek and over to one of her ears.

"We have someone watching us," Penny quietly informed Ruby.

"Are they cute?" Ruby asked. With their faces pressed against each other, Penny could feel the smirk on Ruby's face as she asked the question.

"It is Ciel Soliel. You met her during the tournament," Penny explained. Ruby nodded. Then, in the blink of an eye, a red blur raced over to the doorway. It swung open, revealing a wide-eyed, frozen Ciel, with Ruby standing next to her, her hand firmly gripping Ciel's shoulder. Ruby guided Ciel into the workshop, closing the door behind them as Ciel's shocked stiff legs followed Ruby's orders. Once they were inside and privacy was reestablished, Ruby could get a good look at Ciel.

Sure enough, Ciel looked almost the same as she did when Ruby met her during the Vytal Tournament. The only differences that Ruby noticed were a higher collar on her white shirt and the fingerless, elbow-length black gloves were replaced with what seemed like a black undershirt with attached fingerless gloves. What looked the most different about her right now wasn't her clothes, it was her demeanour. Ruby remembered Ciel being stiff and straightlaced, yet the Ciel in front of her right now was shaking in her thigh-highs after having been caught perving on them. That got Ruby's curiosity.

"So, Ciel, did you enjoy what you saw?" Ruby asked teasingly, running a hand around the waistband of Ciel's skirt as she circled around to Ciel's back. Ciel gave a small nod.

"I did," she quietly admitted. Ruby took Ciel's hips with both hands and pressed up against her back, her bulge pressing against Ciel's perky rear.

"I like your honesty, but we still have to punish you for being a pervert," Ruby said in a husky, lustful tone.

"Ruby, I am not sure if…" Penny spoke up, before being interrupted.

"Penny… I believe it is best if I am punished, right now," Ciel stated. Despite her monotone, matter-of-fact voice, there were hints that Penny managed to pick up on. The blush on Ciel's cheeks, the slight breathiness in her voice, Ciel pressing her body against Ruby's ever so slightly, Penny could tell that Ciel wanted this. Ciel wanted to be punished.

"Very well," Penny responded, her voice taking on a sudden sense of dominance. "Ruby, punish her."

"With pleasure," Ruby acknowledged, a lecherous grin on her face. Ruby walked Ciel over to the workbench and bent her over it, putting her face down on the bench as her beret flopped off her head and onto the bench. Penny took the hint to lower the workbench slightly so that Ciel was perfectly bent over for Ruby. Ruby lowered her tights and shorts just enough for her to whip out her cock, long and girthy, covered in ridges and visible veins as it gently throbbed. As she did that, Penny reached over and flipped up Ciel's skirt, revealing the white and bright blue striped panties Ciel was wearing, which contrasted well with her dark skin. "Ooo, cute panties. Need 'em out of the way though," Ruby commented as she tugged Ciel's panties down. With them out of the way, Ciel's firm rear and eager core were on display. Ruby teased Ciel's slit with her hot, throbbing cock, before sliding it in. Ruby let out a small grunt as she did so, while Ciel let out a high pitched moan.

"Ah! So… it is so big!" Ciel cried out, any attempts to remain calm completely out the window.

"I know," Ruby bragged. "Penny can handle me well, but it feels so tight in you." Ruby rolled her hips and began to slowly, firmly thrust into Ciel's core. She went at it steadily for a little bit, surprised at how much noise Ciel was making. "Wow, Penny was getting me all worked up, but I bet you're still gonna finish before me," Ruby teased. This made Ciel's blush intensify, as Ciel's hips began to buck on their own in an attempt to increase the pleasure.

"Ruby, I don't think this is enough of a punishment. Harder, punish her harder," Penny ordered, a hint of excitement slipping into her voice.

"Yes, I need to be punished harder!" Ciel pleaded.

"You asked for it," Ruby said with a shrug. "Penny, cover her mouth." Penny nodded and quickly did so, muffling Ciel's moans. Ruby then got a firmer grip on Ciel's hips and began to pound her, grunting as she thrusted hard into Ciel's core without any regard for Ciel. Not that it particularly mattered, as Ciel's muffled moans made it clear she was enjoying it.

As Ruby kept hammering at Ciel, she could feel the pleasure building up and up. As she did, she had an idea for how to really drag out Ciel's punishment. In one sudden moment, Ruby stopped thrusting and slowly slipped her cock out of Ciel.

"Ciel, kneel, and watch me," Ruby ordered. Very quickly, Ciel did as she was told, kneeling in front of Ruby as Ruby leant back against the workbench.

"Ruby, I do not think Ciel is done being punished," Penny stated. Ruby reached out and grabbed Penny, pulling her in close.

"I wanted to give my girlfriend some attention. And besides, look at that face," Ruby said, gesturing to Ciel. Ciel's face was flushed, with a desperate look in her eyes, which were locked on Ruby's erect, slightly throbbing cock. Her chest rose and fell quickly as her breath and heart raced. "It's torture for her without this in her," Ruby purred as she ran a finger along the length of her dick.

"Very observant," Penny praised. The couple then leant in for a kiss, each with a hand cupping the other's beautiful face. Penny's other hand was gently stroking Ruby's cock, making sure to keep it hard and ready, but not going too far and making Ruby come. Meanwhile, Ruby's other hand was on an adventure under Penny's skirt, idly fondling what she could find under there. They kept at it for a few minutes, occasionally sneaking a glance at Ciel, who was looking all hot and bothered as she began to squirm. Penny broke off the kiss for a moment. "Ruby, I think you deserve an orgasm, and Ciel is going to give it to you," Penny cooed as she let go of Ruby and stepped away. She circled around to Ciel and knelt behind her. She grabbed Ciel by the jaw and forced Ciel's mouth. "Open wide," she cooed as she pushed Ciel towards Ruby's cock.

"Don't worry, I gotcha," Ruby said as she took over, guiding Ciel to her cock. Slowly, she made Ciel take all of it in, making Ciel's eyes roll back in her head a little bit. Penny rubbed gentle circles on Ciel's back as she held Ciel in place.

"You can do this, Ciel," Penny encouraged. "I know it is very large, but it is also a wonderful cock. You may even find yourself getting addicted to it."

"Yeah, lucky you," Ruby bragged, a cocky smirk on her lips. "Make sure to repay me by drinking it all in." Simultaneously, Ruby and Penny both pushed Ciel's head so that Ruby's cock went in deeper, all the way so that Ciel was deepthroating Ruby's cock now. Ciel gagged a little on it, but it was clear that she was incredibly horny. There was no need for careful analysis or anything, it was obvious that Ciel was enjoying it the moment Ciel's hand slipped up her skirt and she began masturbating. The moans created vibrations that Ruby felt running up her cock and beyond, driving her wild. "You better get ready, Ciel, 'cause I'm ready to burst," she growled.

"Do it, Ruby!" Penny cheered.

Before Ruby could come, however, Ciel came. Her fingers had finally finished her off, making her let out guttural orgasmic moans, the vibrations from which were too much for Ruby. Ruby's cock unleashed a torrent of cum right down Ciel's throat. Ciel almost struggled to keep swallowing all of it, but fortunately she managed it. Both girls were in the throes of pleasure, both moaning away, with Ciel's moans muffled by a mouthful of cock while Ruby put her hand over her own mouth to keep from making too much noise.

After a little bit, Ruby had run dry and Ciel came down from her orgasmic high. Ruby carefully slipped her cock out of Ciel's mouth, letting Ciel catch her breath. Ruby put her cock away as Ciel almost collapsed forwards, nuzzling against Ruby's thigh.

"Ah, good girl," Ruby cooed, gently stroking Ciel's navy blue hair. Penny shuffled around and followed Ciel's lead, nuzzling Ruby's other leg.

"Are you feeling better, Ruby?" Penny inquired, looking up at Ruby.

"Oh yeah, way better, all thanks to the two of you," Ruby said, softly smiling to the two of them. Ruby then knelt down to come down to the other girls' heights, before putting her arms around their shoulders and pulling them into a big group hug. "You feeling okay, Ciel?" Ruby asked. Ciel raised an eyebrow at Ruby as she pulled her temporarily forgotten panties back up.

"You… want to know how I am feeling?" Ciel inquired.

"Well, yeah! Being dominant in sex isn't just about bossing people around, that's just being a jerk. Besides, if I don't take care of you, you won't wanna do this again," Ruby explained with a sweet smile on her face that even got the recomposed Ciel to smile.

"You are an unusual one, are you not?" Ciel mused. "I must admit, I have not had any experience with this before, outside of my dreams."

"Hey, you did great, right Penny?" Ruby tried to reassure.

"Of course. For someone who is so inexperienced, Ciel did a very good job. Her experience with following orders may have helped," Penny theorised.

"I… had not considered that," Ciel admitted.

"Well, Ciel, do you know what helps with inexperience?" Ruby asked. After a moment of silence, it was clear that Ruby was expecting an answer from Ciel.

"P-practice, correct?" Ciel answered, uncertainty keeping her voice quiet.

"Yep, that's right! So, y'know, if you wanna deal with the whole 'inexperience' thing, I'd love to help you practice. Y'know, if Penny doesn't mind," Ruby offered.

"I am okay with that, as long as I can help," Penny counter offered. "I would like to rail her at some point."

"Please do," Ciel purred as she leant in close and nuzzled Ruby. Penny followed suit, snuggling in nice and close to Ruby.

"Oh man, this is gonna be fun," Ruby said with a smirk, not knowing how right she would be.


[AN: This fic was written for Dark_Tenshikage over on AO3. I won't lie, it's always a little weird when someone asks for a fic without any expansion in it, but it's also a nice change of pace from time to time.

Speaking of doing something different, I think this is the first time I've written Ciel, and I hope I got her right. Then again, there's not much to compare to, since she was only in, like, one episode in Volume Three and never showed up in the Atlas arc, which was a shame. Still, I always wanna try and keep characters accurate to the source material, ignoring the stuff that would mess with what I'm writing.]