Lemon takes place the day before Roxas' first day as a teacher at Kuoh Academy in Chapter 34.

"So, run me through this again, Vene." Roxas remarked to his grandmother, as she led him through the door to a luxury apartment that Venelana (dressed in her purple secretary attire, that just made her look even hotter than she already was, which was saying a lot). "Why did you buy this apartment for me, again? And why did you want me to become a teacher at Rias' school, again?"

After shutting the door behind herself and Roxas with a wave of her hand, Venelana turned back to Roxas, her tits bouncing slightly in her outfit. She easily noticed Roxas' eyes flicking down to her lightly-bouncing chest and then back up to her face.

"I believe I told you why before, but I don't see why I can't run you through this again, as you said." Venelana replied. "I suggested that you become a teacher at Kuoh Academy so you, as well as I, could keep an eye on Rias, her servants and the servants of yours while they're at school. You can also see how they're doing in their school life, which would be very beneficial for both you and for them."

"Mmhmm." Roxas nodded, as his eyes flicked around the apartment. It looked like a damn nice place... which he hoped it was, Venelana had spent 1.1 million Souls on it. A drop in the bucket compared to Roxas' personal wealth, but still.

"I also think that leading a classroom would help you in leading your servants as a King." Venelana continued. "And to make all of that easier, after you agreed with my idea of you becoming a teacher, I brought this apartment for you, so you wouldn't have to constantly go back and forth between this town and your villa in Greece."

"Yeah, that part absolutely makes sense." Roxas replied, nodding. "Time zones can be a bitch and a half, and that's putting it kindly."

Venelana smiled, and gave that short exhale through her nose that one gives when they heard or saw something funny, but not quite funny enough for them to let out a full-blown laugh, before she turned around and walked further into the apartment, into a living-room type area that had a couple of couches and a couple of chairs, all of which seemed to be pointed towards a large flat-screen TV, which a moderately large fireplace off to one side as well.

"Through there is the kitchen." Venelana gestured to a door off to the left side of the room, a couple of paces away from an extravagant-looking dining table. She made to open a different door and keep going (a hallway could be seen through the door that Venelana had opened), but paused as Roxas headed towards the door to the kitchen, opened it and took a look through it.

"Hm." He hummed. "Nice kitchen. Asia'll love it."

"Oh, definitely." Venelana replied, as Roxas came back. They both went through that Venelana was originally going to guide Roxas through, and headed down a hallway with three doors on either side.

"Doors on the right are the bedrooms for Asia, Xenovia and myself, while we live here, at least." Venelana explained. "They're big enough for multiple people to comfortably sleep in them at once, should the need come up."

'Chances are it will.' Roxas thought to himself, thinking of Rias.

"And the doors on the left," Venelana continued. "Are the home theatre, the library and one of the bathrooms, respectively. Though I doubt you'll have much need for the latter."

"Got it, got it." Roxas replied, a smile on his face as Venelana motioned him through the door at the end of the hallway. "Master bedroom, right? For me?"

"Indeed." Venelana nodded, going in after him. The bedroom they currently stood in was moderately-sized compared to Roxas' bedroom in his villa back home, and the bed, Roxas noticed, was similar to his bed from the Gremory Manor.

The same bed that he had fucked Grayfia and Venelana so passionately on during his and his peerage's stay there during the summer.

Smirking momentarily from the pleasant memories, Roxas tuned back into what Venelana was saying, as she gestured over to the two doors that led off from his bedroom, one to the left and one to the right.

"Left door is your own bathroom; right door is to your office." Roxas' assistant explained, pausing as Roxas looked into the bathroom, then walked over towards the office, which looked all-but-identical to the office in his Greek villa. "Should help you focus with work related to teaching, as well as work relating to your businesses. Speaking of the latter..."

"Yeah?" Roxas looked around, closing the door to his office and looking back at Venelana. "What's up?"

"You asked me to remind you, in case you forget, that you have a business dinner with Jude Heartfilia." Venelana continued, adjusting her outfit slightly as she talked. "Tomorrow evening at 7, Paris-time."

"So, at 3 in the morning the day after tomorrow." Roxas surmised. "Eh, I remember. Not looking forward to it, though."

"I can imagine you're not." Venelana replied, narrowing her eyes slightly. "I've looked into Jude, and he isn't the... best, guy you could've entered such an important partnership with. Why him?"

"Least chance of him blabbing about his partnership with me to anyone that would've taken interest." Roxas replied. "Which, at the time, was pretty damn important to me."

Venelana swallowed, and exhaled.

"Understandable, I suppose." She replied, before looking back at Roxas and reaching for the buttons on her blazer-dress. "Though, if you're stressed out about a business dinner with Jude, and since we're alone in your new bedroom, maybe I could help you relax?" Her expression gained sultrier air (Roxas always marvelled at how quickly his grandmother could go from pure business to pure sexy in a matter of seconds. It was one of the many things he loved about her) as she slowly undid each button, eventually pulling off her dress and moving onto her shirt.

"I mean." The brunette beauty added, turning around and smirking at Roxas as she pulled off her shirt as well, revealing the gorgeous and extremely expensive-looking purple set of lingerie that she had been wearing underneath. "It's also a good opportunity to test out the bed. See how good it is at taking two powerful beings going at it, you know?"

"Shit, Vene." Roxas smirked, stalking up behind Venelana and, without hesitation, reaching out and grabbing her huge breasts through her bra, making his grandmother moan lightly. "That was all you needed to say."

Venelana smirked, and began shifting her ass so it grinded against Roxas' crotch, which was still (unfortunately) covered by his pants, her moans increasing in volume as Roxas squeezed her breasts. As it happened, she hummed as she felt Roxas pushing back against her from behind. Her hums of pleasure turned into a yelp of surprise as Roxas suddenly shoved her forward, causing her to flop down stomach-first on the bed.

The Nephalem was on top of Venelana in an instant, leaning down and kissing her neck while beginning to fiddle with her bra, in an attempt to pull it off. However, before either of them could go any further, they heard a knock at the door of the apartment.

"Fuck." Roxas whispered. With one hand on Venelana's bra-strap, he lifted his free hand and opened a one-sided magic-circle to see who was on the other side, and raised an eyebrow at the person he saw standing outside his apartment door. "Grayfia? What's she doing here?"

"I invited her here, after I told her that you'd be coming to this apartment for the first time." Venelana replied, lifting her head up. "Well, she asked if she could come first. Said she wanted to see if the apartment was a good place to live, and I basically said 'sure thing'."

"Sure thing." Roxas replied, lifting himself up and off of Venelana's body. "But I get the feeling that that isn't the only reason you agreed to let Grayfia come today. Am I right?"

"Maybe~" Venelana replied, lifting herself up as well. "But that's up to her." She gave Roxas a wink as he retreated from the bedroom, and headed to the front door of his apartment. Opening the door revealed his mother standing on the other side of it, as his one-sided magic-circle had told him.

"Hey, Mom." Roxas greeted the maid standing in front of him, brushing some of his hair away from his face as he did so.

"Roxas, hello." Grayfia greeted Roxas in return, inclining her head to him. "You've already moved into the apartment that Venelana brought for you, I see."

"Yeah, we got here a few minutes ago." Roxas replied, nodding. "She also told me that you wanted to check the place out for yourself." Grayfia affirmed Roxas' statement with a nod.

"You mind if I come in?" Grayfia asked, after a beat of silence between her and her older son. "I can't exactly inspect the apartment while standing outside."

"Pretty sure you could, given that it's you, but whatever." Roxas replied, standing back and allowing his mother (who didn't answer his remark) to step into the apartment and begin looking around. The whole lookover of the living room, kitchen, home theatre, library and bathroom took several minutes, with Roxas making Grayfia a cup of tea as she did so.

"So where is Venelana?" Grayfia asked, as she drank the tea that Roxas made for her, while sitting down on one of the couches. "Shouldn't she be here with you?"

"Yeah, she is." Roxas replied, stretching as he sat down beside his mother, sitting in a far more casual way than Grayfia was. "She's in my room. At the end of the hallway. We were actually gonna test out the bed before you arrived."

Grayfia looked over at Roxas while putting down her teacup (which was almost empty. 'Damn', Roxas thought. 'She drinks fast').

"Test out the bed?" Grayfia repeated. "You mean-?"

"Whatever you were about to say, Grayfia," Venelana's voice was heard a second before Venelana, still wearing nothing but the sexy lingerie that Roxas had seen her in minutes ago (complete with stockings and heels), came out of the door that led to the bedrooms. "It was probably correct. You done with the whole inspection that you wanted to do?"

"I was." Grayfia replied, gulping down the last of her tea and setting the cup down on the table in front of her and her oldest son. "Though did you really have to get into what I know you were about to do so quickly? Couldn't it have waited until after I was finished? Since you knew I was coming."

"I did." Venelana nodded, walking over to Roxas and sitting down on the arm-rest of the sofa that was closest to him, a slowly-forming smirk on her face. "Though I was going to help Roxas relax in preparation of some stressful RoxCorp-related stuff that he'll be doing tomorrow." Her smirk fully formed, Venelana winked at her daughter-in-law. "If you're up for it, I'd love your help. I know Roxas would like it."

"She's not wrong there, Mom." Roxas replied, after a couple of seconds, before standing up and accepting a kiss from Venelana when she leant in for one. He didn't see it, but Grayfia's face went slightly red at the sight of Roxas and Venelana kissing, which quickly devolved into a short makeout session when Roxas' hands strayed down to Venelana's ass, and squeezed it fervently.

Roxas and Venelana pulled apart after a moment, and without a word out of either of them, Venelana began pulling Roxas towards the door she had come through a minute earlier.

"We'll be at the end of the hallway if you're willing, Grayfia." she remarked, before leaving with Roxas.

Venelana and Roxas were back in the bedroom within a moment, and were back on Roxas' bed and kissing harshly, with Venelana pulling Roxas' clothes off as she did so: going from shirt to pants to socks.

Once all that was done, Venelana pulled back, giving Roxas the chance to rest his eyes on his grandmother/assistant's fucking gorgeous form. Though as he did so, he noticed several small cameras set up around the room (one above the bedroom door, two on the left side of the room, two on the right side), all of which were pointing at the bed that he and Venelana were making out on.

"Hoping to make a porno out of this, Vene?" he asked.

"Why not?" Venelana replied, grinning and licking her lips. "It's not like you haven't done this before with several others. My own daughter included."

Roxas let out a little short nose-exhale of his own, and grinned in return.

"Yeah, you're right." he replied. Venelana was about to continue, but the door to the bedroom opened, revealing Grayfia standing in the doorway. Her maid outfit was off, revealing a stylish yet skimpy set of black lingerie on her, complete with black stockings and heels (which Roxas was certain that she wasn't wearing before). Roxas was the first to notice her, and the first words he could muster out were "D-damn, Mom."

Venelana looked up and grinned at the sight of Grayfia standing in the doorway in a similar state of undress as her.

"So, I guess that's a yes from you, Grayfia?" Venelana remarked, her expression sultry. "Hehe. Come here."

Using some magic, Venelana pulled Grayfia towards her (rather unexpectedly, if Grayfia's expression while being pulled towards her mother-in-law was anything to go by), caught her and pulled her into a kiss, reaching down to her ass and beginning to grope it as she did so.

Roxas' eyes widened as Grayfia returned the kiss with equal passion, and snaked her hands between herself and Venelana's chest to grope Venelana's marginally-smaller bust. Venelana pulled back to let out a light moan, while looking at a spot just over Roxas' head and winking, before returning to the kiss with Grayfia. Roxas looked around at the spot that Venelana was looking at before, and noticed a sixth camera there, before turning back to the show that the two MILFs (or rather, GILF and soon-to-be-GILF) were putting on for him.

Venelana moved her hands up behind Grayfia's back, and without much visible effort, removed her bra, pulled it out from between them and tossed it aside, with Grayfia doing the same to Venelana's bra, resulting in the breasts of both women being revealed to their oldest grandson/son, who had an enormous tent forming in his boxers.

At the sight of this, Venelana slowly began to kneel down, laying light kisses all over Grayfia's breasts and stomach as she moved down to her crotch. Slowly pulling down the thong that Grayfia wore revealed the pussy that Roxas had fucked so hard back at the Gremory Manor, which Venelana immediately dived at. Licking it, kissing it, sucking on it, even lightly pulling on it with her teeth once or twice, drew out all kinds of pleasured moans from the silverette maid, who reached down and held onto Venelana's head, keeping her there as she continued to play with her pussy.

"You sure know your shit when it comes to eating girls out, Vene." Roxas remarked, pulling out his cock from his boxers and slowly beginning to jerk it off to the scene in front of him.

"Had practice." Venelana replied, her voice muffled by way of her mouth being so close to Grayfia's pussy, before she managed to pull back and speak clearly. "Lots of it." she then returned to playing with Grayfia's pussy for a moment or two, before Grayfia stepped back, pulling Venelana back to her feet with some magic of her own. Before Venelana could ask Grayfia what she was doing, Grayfia had knelt down herself, pulled off the thong that Venelana wore in order to render her as naked as Grayfia herself was, and guided her onto the bed, just in front of where Roxas was lying and jerking off to the sight of their naked forms.

Venelana, instantly understanding what Grayfia seemed to want to do, allowed Grayfia to pull her onto the bed and begin a 69 with her, with Grayfia being the one on top. She leant down to spread Venelana's own pussy apart with her hands and dive at it with her tongue, while Venelana, who was lying on the bed just a foot away from Roxas, reached up to spread Grayfia's pussy apart with her own hands and dive at it with her tongue, just as she was doing earlier.

Both women moaned hard onto each other's pussies as they pleasured the other, while Roxas jerked himself off to the sight of them, his jerks slowly becoming faster and faster as he became more and more aroused. Grayfia was the first to notice this, pulling back from Venelana's pussy as she looked over at her son.

"Hehe~" she giggled, holding down a pleasured moan as Venelana dragged her tongue across her pussy. "I think Roxas likes what he sees, Vene~"

Venelana just hummed in reply and continued playing with Grayfia's pussy via her tongue, drawing out another pleasured moan from her daughter in law, with this one being one that she didn't hold down.

"Damn fucking right, I like what I see." Roxas grinned, continuing to jerk himself off. Grayfia made to reply, but Venelana switched from tonguing her pussy to tonguing her asshole, causing Grayfia to let out a loud moan of pleasure. She shuddered violently from her position on top of Venelana, and didn't stop as she returned to eating Venelana out, as Venelana continued her ministrations on her pussy and asshole. It was clear that, from Venelana's work on her nether regions, Grayfia was closer to orgasm than Venelana was.

"Ohh, fuck..." Though Grayfia's moans were slightly muffled, Roxas and Venelana could still hear her loud and clear. "S-Satan- shit, right there! Vene- vene- VENE, FUCK!"

Venelana didn't have time to pull back, or even reply, as Grayfia finally hit her climax, squirting her juicy femcum all over her fellow MILF's face and upper body. As she did so, Grayfia flopped down onto Venelana, panting and coming down from her high. Venelana let out a giggle as she did so, while teleporting herself out from underneath the younger MILF's body.

"Tasty~" she remarked, after licking what she could of Grayfia's femcum off of her face, before making her way over to Roxas. "Sucks that you came before I did, though." she shrugged, and climbed on top of Roxas, planting her pussy on his face. "Think you can finish what your mother started for me, Roxas?"

Roxas nodded, and a second later, began licking and tonguing at Venelana's pussy, drawing out renewed moans of pleasure from the mature Bael woman.

"Ahh~! Good boy." Venelana sighed, throwing her head back and beginning to steadily rock her hips on top of Roxas' face, slowly grinding her hips on his face. The action drew out a hum of appreciation from Roxas, who continued eating out his grandmother, but that hum of pleasure quickly graduated into a loud (yet still muffled) moan of surprise and pleasure, as he felt a pair of delicate (yet familiar) hands on his crotch, guiding his hands off his cock and beginning to jerk him off.

"Allow m-me to take care of that for you, Roxas." Grayfia's voice could be heard, before Roxas felt her wrap her mouth around the top section of his cock, and her large, warm, pillow-like breasts around the rest of his cock. The sudden shots of pleasure were enough to force Roxas over the edge into a powerful orgasm, which showed by him firing several long ropes of his Nephalonic spunk straight into his mother's mouth.

Grayfia gulped down as much of her son's cum as she could almost instantly upon receiving it, but didn't stop sucking/tit-fucking Roxas' cock, which only drew out more post-orgasm moans and mewls from the Nephalem who both received pleasure from her and gave pleasure to Venelana.

"Hmm, just as tasty as last time~" Grayfia remarked, her voice muffled by her older son's cock in her mouth, complete with the rest of Roxas' cum, which she gulped down. "So nice..."

Roxas' reply was unintelligible due to his mouth being so close to Venelana's pussy: all it really did was end up vibrating her pussy, making her moan even louder than she had been before.

"Ahh, that's so good, Roxas~" Venelana moaned, looking down at Roxas with a smile as she continued to rock herself on top of him. "Keep going. Lick your assistant's cunt clean~"

Roxas gave nothing but an incoherent hum in reply, and dragged his tongue across Venelana's cunt, before suddenly sticking his tongue as deep inside her as he could possibly go, drawing out a loud moan from the brunette GILF. In conjunction with her moan, she grabbed onto Roxas' head and pulled him up a little, making sure he could go as deep as physically possible.

"HMM, r-right there!" Venelana moaned out. "Just like that Roxas, you f-fucking stud!" As her moans became louder and louder, Venelana bit her lip in order to try and keep her moans down, but Grayfia's prowess at both sucking off and titfucking Roxas simultaneously, without even giving Roxas a chance to come down from his previous climax, was causing Roxas to moan like crazy straight onto Venelana's pussy, which only increased the intensity of the pleasure she felt further and further.

Venelana's moans gradated to squeals as Roxas only upped the speed of which he tongued the inside of her pussy, which was accompanied by her beginning to slowly leak her juices from her pussy all over her grandson's face, but when Roxas pulled the dirty trick of focusing magic onto his tongue and circling the inside of his assistant's pussy with his magically-imbued tongue... it was just too much for Venelana.

"Oh, FUCK!" Venelana threw her head back and screamed as her climax crashed over her, and she full-on squirted her femcum directly into Roxas' face. "YES!"

Roxas hummed in appreciation as Venelana's first squirt landed on his face, before he opened his mouth and receiving as much of his grandmother's femcum as he could, in multiple large squirts. His mouth was filled in two or three squirts, and he barely had time to gulp it all down before a fourth and final squirt entered his mouth, which he gulped down as well.

"Wh-where did you learn that?" Venelana asked, as she slowly lifted herself off of Roxas' femcum-stained face, and flopped down beside her grandson as he continued to be sucked off by Grayfia.

"Penemue taught me." Roxas replied, as Venelana crawled over to him and licked the remnants of cum that didn't land in his mouth off of his face. He moaned loudly as Grayfia upped the ante on his cock, which began pulsating again.

"Gonna cum all over your mother again~?" Grayfia asked, as she felt Roxas' cock pulsate between her tits while taking her mouth off of the tip. "Come on, Roxas. Let it out all over me. Be a dirty boy and paint your mother's face with your hot seed~"

"Ahh, fuck!" Roxas let out a sound between a moan and a growl, and threw his head back as Venelana had just done, cumming for the second time. Grayfia let out a soft "Ahh~" as her oldest son's cum landed all over her face in hot, thick squirts. As the first batch of cum began drizzling down Grayfia's face and onto her breasts (which she continued to rock up and down her son's shaft, hoping to milk every drop that she could out of him), another few squirts came to paint his mother's perfect face with his seed, exactly as she had wanted.

Once Roxas finally stopped squirting, Grayfia lifted her tits (which were sticky with her son's cum in their own right) off of Roxas' dick and stood up, licking what she could of Roxas' cum off of her face and gulping it down.

"Yummy~" she remarked, scooping what she couldn't reach with her tongue off of her face and tits, and making a hot show of gulping it down in front of her son and mother-in-law.

"I could say the same about Vene's cum." Roxas remarked, looking over at Venelana and grinning, the same expression on his face as what was on Grayfia's face right now. Venelana looked from Grayfia to Roxas and back to Grayfia while she breathed heavily, coming down from her high.

"You know, it's almost frightening how alike you look." she remarked. "I swear that if you were a girl, Roxas, or Grayfia were a guy, I wouldn't be able to tell the two of you apart."

Roxas chuckled.

"I'm flattered that I'm compared to someone as hot as my mom." he remarked, reaching out with one arm and pulling Venelana over to him, allowing her to reflexively straddle him before he reached down, and guided his twitching cock towards Venelana's twitching cunt. Both Roxas and Venelana let out loud moans as Roxas slid his cock into Venelana, with Venelana beginning to unconsciously rock her hips on top of Roxas'.

Venelana's moans increased in volume as Roxas reached up with one hand to grab onto one of her huge, soft tits, and squeeze it as he began moving his hips in conjunction with hers from below. With his other hand, Roxas beckoned to Grayfia in a silent invitation to join them on the bed: an invitation that Grayfia gladly accepted, taking her place on the bed beside Roxas and Venelana

"HMM, fuck..." Venelana moaned, looking over at Grayfia as she lightly bounced on top of Roxas' hips. Getting an idea that she knew Roxas would like, she wrapped an arm around Grayfia, pulled her close and pressed her lips against hers, instantly beginning an intense makeout session between the pair of them.

'Damn," Roxas thought. 'I didn't even need to ask.' While continuing to squeeze Venelana's breast with one hand, he reached down with his other hand, the same hand that he beckoned to Grayfia with, and began rubbing at her pussy and clit, drawing out loud (yet muffled by her makeout with Venelana) moans from Grayfia.

The two MILFs' moans into each other's mouths ceased after a moment as they broke apart for air. Through the continuous pleasure, they looked down at Roxas while beginning to grope and play with each other's bodies.

"You like this, Roxas?" Grayfia asked, smiling down at her son. "You like your two favourite MILFs making out with each other on top of you while you- hmm~- p-pleasure us from below?" She moaned as Roxas' slipped a couple of his fingers into her pussy, and began fingering her at the same pace he was thrusting into Venelana's pussy right beside her.

"N-no need to ask questions you already know the answer to, Mom!" Roxas replied, continuing to thrust and pump up into Venelana and Grayfia as he did so, drawing out further moans from the pair of them. Grayfia let out a small giggle at her son's reply, but her giggle was muffled as Venelana pulled her back in for another kiss, with said giggle being replaced entirely by a loud (yet still muffled) moan, when one of Venelana's hands made its way to her ass, with one of her fingers brushing across the opening of, and then sliding into, her asshole.

Venelana pulled back from the kiss, allowing Grayfia to moan loudly and unrestricted, and looked down at Roxas, who still had his fingers inside Grayfia's pussy, and was looking back up at her. Words weren't needed for either party to understand that they were both thinking what the other was thinking, which prompted the pair of them to begin fingering Grayfia's lower holes at the same time, with Roxas using his fingers to stretch out Grayfia's tight-looking pussy with his digits in an attempt to draw out anything close to as much pleasure from her as Venelana was doing just by steadily thrusting in and out of her daughter-in-law's asshole with her middle finger.

Though it was all blending together on Grayfia's end. The normally stoic, prim and proper maid was openly panting like a dog and writhing around from the pleasure she got from Roxas (who was now steadily thrusting up into Venelana's pussy from below) and Venelana (who, just as steadily, lightly bounced on top of Roxas' cock as he thrust up into her) just enjoying her pussy and ass. From the constant pleasure, she was beginning to work up a light sweat, which just made the sight of her even better when the rays of the afternoon sun hit her glistening body.

She could have passed for a Sex Deity without much effort. Not as easily as certain other demonic beings could have (like Lilith and Roxas), but still quite easily nonetheless. Grayfia's crimson eyes began to roll around in their sockets as the pleasure from Roxas and Venelana grew more and more intense, with her shaking and writhing becoming more and more wild as she did so. It was to the point that Venelana had to wrap an arm around her to keep her from falling off the bed.

"Hmm, f-fuck..." Grayfia moaned. "Oh, R-Roxas, V-Vene, don't f-fucking stop!" And Roxas and Venelana didn't fucking stop. In fact, Roxas managed to get so deep into Grayfia with his fingers that they brushed up against her g-spot, sending her to another level of pleasure. "Ahh, sh-shit, FUCK, RIGHT FUCKING THERE!"

And just like that, Grayfia came for the second time that afternoon. Rather than squirting all over Venelana's face, she squirted all over Roxas' fingers and hand, staining the part of the bed that she was on as her juices sprayed from her cunt. After the moment that it took for Grayfia to stop squirting, Venelana let go of her daughter-in-law, allowing her to flop down, face-first, onto the bed beside Roxas, so she could fully focus on riding her grandson.

Roxas, meanwhile, reached over to Grayfia with the hand and fingers that were coated in her juices, stuck his fingers in her open mouth and wiped them on her tongue, letting her taste her own juices as she lay beside him, panting as she came down from her second high, seeing nothing except the image of Roxas placing his hands back on Venelana, and upping the speed of which he thrust up into her

"Hmmm!" Venelana moaned, resting both of her hands on Roxas' chest, and just taking his thrusts at this point. "C-come on Roxas, you f-fucking beast! You gave Grayfia two loads of your cum already, at least give m-me one!"

"That's exactly what I'm doing, Vene." Roxas replied, sitting up and capturing Venelana's lips in a kiss, before he pulled her down and made her body rest upon his, giving him more leverage to now thrust up into her pussy with jackhammer-levels of speed and power. Venelana's moans, though muffled, were still loud enough for Grayfia (who had gulped down the juices that Roxas had deposited upon her tongue) to easily hear.

"OHHHH~!" Venelana yelled, as she pulled back from her kiss with Roxas. "HMMM, FUCK FUCK FUCK, RIGHT FUCKING THERE ROXAS, FUUUUUUCK~!"

Venelana's second orgasm crashed over her, with Roxas' third orgasm coming at around the same time. Her juices initially came out of her as a squirt, but kept coming as a torrent for a few seconds, coating her and Roxas' lower bodies and soaking the bed that the two of them, plus Grayfia, lay upon. At the same time, Roxas' juices initially came out of his cock as a spurt, but quickly flooded the inside of Venelana's pussy and filled up her womb, which drew out further post-orgasmic moans from Venelana.

"Oh my~ I c-can feel you filling me up." her words came as a mixture of a moan and a sigh. "Th-this f-feeling never g-gets old..."

"It... definitely doesn't." Grayfia replied, pulling herself up as she felt the shakes from her second orgasm wearing off, her tits bouncing on her chest as she did so. "I remember the feeling of Roxas cumming inside me after he fucked me so hard." she reached down and rubbed her pussy. "It was so naughty, yet felt so good~"

"It was great for me, too, Grayfia." Roxas replied, grinning as Venelana slowly lifted herself off of him and lay on the bed. "Speaking of fucking you... it's your turn."

Grayfia could only let out a small "Huh?" before he quickly slid himself off of the bed, teleported behind Grayfia and lifted her up before pushing her face-down onto his bed with one hand, while reaching down to harshly smack her behind with the other. Grayfia barely had time to let out a loud moan before Roxas slammed his cock, right up to the hilt, into her pussy. The Ultimate Queen's moan became a loud shriek as she felt Roxas' foot-long prick invading the very pussy that he had come out of nearly 6 centuries ago.

"How's that, Mom?" Roxas asked, moving his hands to her tits and harshly groping them, appreciating how the huge mounds of flesh rocked and bounced, even in his hands, from the impact of his thrusts. "This how you want it?"

"H-how I've always w-wanted it!" Grayfia stammered through the intense pleasure. She could feel herself quickly returning to a state close to what Venelana and Roxas had reduced her to with their fingers just minutes ago: a testament to the sheer power in her oldest son's long thick shaft.

"Nice." Roxas replied, gently rubbing Grayfia's nipples between his thumbs and index fingers before roughly pinching them, causing Grayfia to let out a short hiss followed by a long sigh of pleasure as she dropped down onto the bed, not even bothering to put up resistance against her son ramming her from behind. She almost felt herself slipping into a half-conscious lustful haze, but the sight of Venelana, who had recovered from her most recent orgasm, shifting down into her line of sight and offering her pussy to her jolted her out of this.

"Fancy something to lick on while our favourite stud rams you, Grayfia?" Venelana asked, a grin on her face as she reached down and spread her pussy, which had Roxas' cum dribbling out of it, with one hand. It created an image that made for an exciting offer: one that Grayfia leant forward to accept by immediately sticking her tongue right into Venelana's cum-filled pussy as she could, with the taste that came from the combination of her son's man-milk and Venelana's pussy-juices making for something quite enjoyable for Grayfia's taste-buds, prompting her to go in deeper.

She also reached up with one hand and began rubbing at Venelana's clit with her thumb, doubling the amount of pleasure that she assaulted Venelana with.

It was enjoyable for Roxas to watch too. He smirked at the sight of the hottest MILF that he had ever fucked (so far) going at the pussy of the second-hottest MILF that he had ever fucked (so far) so fervently. Reaching up to give her ass another playful smack and watching it jiggle from that smack, as well as the regular slaps his hips made against it, he reached down to play with Grayfia's clit as he further increased his thrusting speed.

"Hmmmm!" Grayfia moaned, her eyes rolling around in their sockets again as Roxas kept going and going, almost machine-like in his thrusts that steadily reshaped her pussy to more and more perfectly fit his cock. It was only thanks to the fact that her moans were muffled by her face practically buried in Venelana's pussy that Roxas could hear Venelana moaning at all. The combination of the sound of Venelana moaning and the sound of Grayfia moaning drove Roxas' libido even more crazy, which was what encouraged him to thrust even harder and faster into Grayfia's cunt.

"Ohhhhhhh~!" Grayfia's moans increased in volume slightly as she pulled back from Venelana's cunt to take a breath or two. "Ahh~ R-Roxas, you g-goddamn stallion- y-you gonna cum inside me like you did V-Venelana?"

"You bet your gorgeous ass I'm gonna, Mom." Roxas replied, leaning down and gently nibbling on Grayfia's ear for a second or two, drawing out another moan from her as he now positively jackhammered her cunt. "I'm gonna fill you the fuck up. And you're gonna love it." he kissed the part of Grayfia's cunt that he had nibbled on and pulled back, doing as Venelana had done earlier and beginning to finger her asshole as he came close to his fourth orgasm of the night: alternating between thrusting with his fingers into her asshole and thrusting with his cock into her pussy.

The new onslaught on her asshole was enough for Grayfia to go from barely holding it together to looking full-on fucked-stupid as she dropped back down onto Venelana's pussy, her verbal expression of pleasure coming out as one long, slurred "AAAAAAHHHHHHOOOOOOHHHHHHYYYYYYEEEEEESSSSSS~!" rather than any coherent speech. It didn't matter to Roxas though, even as Grayfia came yet again, squirting from her pussy all over the bed and all over his cock, he continued his work until, as he had done from Venelana's pussy minutes earlier, he let loose his seed deep inside his mother's cunt, with the acknowledgement that he had filled her up coming in the form of a light giggle from his half-broken silverette mother.

"Ahhhh..." Roxas sighed, flopping backwards as the last of his cum left his cock for Grayfia's pussy, and landing on the end of the bed. "That was fucking great."

"Not finished yet, are you Roxas?" Venelana asked, sitting up and looking over at both Roxas and Grayfia, a faux-disappointed look on her face. "I had another super-hot idea that I know you and Grayfia would love~"

"I can keep going!" Roxas replied, slightly indignantly. "Just... give me a sec. Mom might need a bit longer than a sec, though."

"True." Venelana replied, snapping her fingers in order to teleport Roxas to the head of the bed, before reaching down to lift Grayfia (who was still panting heavily, coming down from her highest high since the last time she and Roxas had jumped into bed together) back into a slightly more respectable-looking position.

"You know, I got a feeling that I'm really going to like this super-hot idea that you had in mind, Vene."

"Oh, that's putting it lightly." Venelana replied. "You're going to love it, Roxas. I promise~" She looked back over at Grayfia, who had now fully come to, and leaned over to whisper something to her.

Roxas couldn't fully figure out everything that Venelana was proposing to Grayfia, but he could make out the words 'both' and 'cock'... which sounded promising to his ears, to say the least. What was even more promising was the smile that came over Grayfia' face, and her nodding at the whispered suggestion that Venelana gave her.

"Really good idea, Venelana." Grayfia replied, to whatever Venelana seemed to have suggested. "Roxas would love that."

Venelana winked at Grayfia, and both MILFs descended onto Roxas' cock. Rather than either of them totally submerging their grandson/son's cock in the sticky yet pleasurable mess that were their filled-up pussies, they began rubbing their pussies against the sides of Roxas' cock.

They were practically scissoring each other, with Roxas' foot-long in the middle of the pair of snatches. His cock was already covered in a light mixture of his own cum and Venelana and Grayfia's femcum, but as the two MILFs began moving their pussies up and down Roxas' throbbing prick, their juices began leaking more and more onto the shaft.

"D-damn!" Roxas groaned, his eyes widening at the sight of Venelana and Grayfia both pleasuring themselves (he could hear their light moans as they moved up and down on him) on his cock. "D-didn't fucking expect this."

"Don't underestimate a horny Devil GILF, Roxas." Venelana replied, leaning over to press her lips against Roxas before moving back to kiss Grayfia, and begin another makeout session with her over their shared lover's cock, as they rhythmically moved themselves up and down. Both hotties moaned into each other's mouths as they felt each other up, and felt their pussies touching together as well as rubbing up against Roxas' cock. It made for an exceptionally hot sight for Roxas, and he didn't doubt that the porno that would come out of this would be one of the best that he had ever been involved in (out of the around 30 that had currently been made with him in them).

"We should really do this more often, Grayfia." Venelana moaned, pulling back from her deep kiss with Grayfia to get a breath of air. A line of saliva connected the mouths of the two Devilish beauties for a second or two before it broke.

"I a-agree." Grayfia replied, moaning as Roxas reached out and caressed her ass with one hand, before giving it a hard smack that prompted a yelp of mixed pain and pleasure from her. "Wh-when I next have an off-day, we can do more of this... because this is just s-so good!"

"Damn right it is, Mom." Roxas remarked, moaning and throwing his head back while delivering an equally-hard smack to Venelana's ass. "And who knows? We could get Rias involved with this when you come again. Or if we're lucky, maybe Serafall?"

The thought of Rias and Serafall joining her and Venelana in bed with Roxas aroused Grayfia still further, which she unknowingly conveyed by upping the speed of which she rubbed herself off on Roxas' cock, with Venelana having to adjust herself slightly to keep up. The situation wasn't helped by Roxas beginning to deliver hard smacks to the asses of both Grayfia and Venelana every few seconds, drawing out even more moans from the two mature beauties as they scissored themselves on him.

"And t-to think," Venelana spoke up, through her regular moans. "That you- ahh!- wanted us to –hmm~- wait until you were finished with business h-here, Grayfia."

Grayfia could let out a moan, with the blush on her face intensifying slightly for a second or two.

"I d-didn't think things would get th-this int- AHH~- intense..." Grayfia replied, after her moan subsided. "Th-though I suppose I should've seen this c-coming, since you mentioned w-wanting a threesome with myself and R-Roxas."

"Wait, you mentioned that to her?" Roxas asked, letting out a low moan as he finished his question.

"I did." Venelana replied. "You must have been asleep when I did. Or just not around."

"Th-the former-!" Grayfia confirmed, letting out a loud moan as Roxas' hand connected with her ass yet again. As she felt herself coming close to her next (and potentially final) orgasm, she, again, upped the speed of which she rocked herself up and down Roxas' cock, with Venelana doing the same as she, presumably, also felt herself coming close.

Roxas himself felt his cock beginning to violently pulsate from between Venelana and Grayfia's pussies, a sign that his next (and last, for now) climax was coming. Unconsciously, he felt himself beginning to writhe and thrash around for a couple of seconds, a sign that his climax was now practically upon them.

That thrashing and writhing lasted all of a few seconds before Roxas let out a mixture of a moan and a yell, as he let loose a torrent of cum from his cock, which landed all over Grayfia and Venelana's nude, sweaty bodies. A few seconds after that, almost as if their shared lover's cum landing on their bodies was the final trigger, both MILFs hit their respective climaxes at the same time, squirting their female juices all over themselves, Roxas' cock, and the bed that they were all on.

The intensity of his climax was such that it was a couple of moments before Roxas could see straight, at which point Grayfia and Venelana had flopped onto the bed, on either side of him, while laying soft kisses all over his body and neck. Venelana lazily waved her hand to magically clean and dry the bed as they lay upon it, with Grayfia doing the same to their bodies. After a couple of seconds, all that was left was for Venelana to summon her phone, which she used to remotely turn off the cameras, and for both MILFs to engage in one final three-way kiss with Roxas, before pulling back.

"I'm not one to brag about things before they happen," Venelana remarked, stretching as she sat up, her breasts bouncing on her chest as she did so. "But I think that the video that Penemue'll make out of this is gonna be the best fucking one yet."

"I sure hope so." Grayfia agreed, sitting up and sliding off the bed, before summoning her clothes with a wave of her hand and beginning to put them back on, lingerie and maid outfit alike. "I trust I'll get a copy once it's done?"

"Naturally." Venelana replied, subtly opening a transportation-circle and reaching through it to grope Grayfia's ass from across the room, and giggling at Grayfia's reaction. "Anyway, thanks for the fun, Grayfia."

Grayfia simply nodded, a smile on her face, before walking over to give her oldest son a kiss, after which she opened a transportation-circle for herself and warped away, leaving Roxas and Venelana alone together. A couple of seconds of silence were shared before Venelana got back onto the bed, giving Roxas a kiss of her own while stroking his hair.

"I hope that helped you relax, Roxas." Venelana whispered, adjusting herself on the bed to allow Roxas to rest his head on her pillow-like bust, which he did without hesitation.

"It absolutely fucking did, Vene." Roxas replied, adjusting himself into a more comfortable position on his bed.

Before any of you ask, yes. Roxas has the same anal weakness as Grayfia. Which may or may not be exploited in the next lemon.

It's gonna be Winter Schnee btw. What fun.