Italics indicate thinking

Lucy's POV

"We're here." Cana and I walked up.

"BAA!" Cana bleated.

Two other teams were present, Levy and Ikaruga and Wendy and Sherry.

"So are we." Carla purred and she and Millianna walked up.

"Now that seems to be all the teams that will be coming this far." Erza said brushing her mane "So I'll explain part two, it's a fight, you'll go in as teams and try to get your opponents out of the ring."

"Sounds fun." Sherry squeaked.

"I hope so." Wendy smiled.

"We'll start with Wendy and Sherry Vs Levy and Ikaruga and then Lucy and Cana Vs Carla and Millianna." Erza explained.

The first teams lined up and their fight started. Wendy flapped her wings to kick up dirt and get around Levy who was trying to fight with her red ass. Sherry was using her chubby mouse body to try and knocked the pink Ikaruga out of the ring.

"OKEEE!" Levy hollered trying to slam Wendy out with her big red ass only to have the dragon duck, Levy tripping and falling out.

"CAW!" Ikaruga kicked her out with her long bird legs.

"I've got you now!" Sherry pushed her out with her chubby gray belly.

"Wendy and Sherry advance." Erza roared "Let's go next!"

Cana and I lined up against the two catgirls and Erza rang the bell. I darted around the ring on all fours to confuse the two cats. I pounced on Carla and tried pushing her out, our breasts smashing together.

"GRR!" the white cat growled.

"Is that all you have?" I snarled "Get lost!"

"NYA!"

I saw Millianna go flying out of the ring, I quickly slipped around Carla and pinned her arms back.

"Cana!" I barked.

"BEEE!" she bleated and lowered her head before charging in and bucking Carla out of the ring with her horns.

"Lucy and Cana win!"

"Yay!" we high fived.

We were given a few seconds to catch our breath before moving on to the finals againt Wendy and Sherry.

"Ready Cana?" I asked.

"Sure am." She said rubbing her white goat butt.

"GRR!" I snarled "I'm not losing now."

Erza rang the bell and the four of us started grappling, Sherry taking on Cana as they were both chubby while Wendy and I grappled with our claws. Wendy was digging her sharp claws into my soft bosom, my nipples getting hard.

"So handsy." I smirked licking her face, Wendy getting distracted and allowing me to throw her over the ropes.

I looked back and saw Cana get bumped out my Sherry's big furry ass. I growled and got ready to take on the final competitor between me and S-class. I waited for her to come in close and throw her weight at me, I quickly slipped around and let her momentum carry her out of the ring.

"Lucy and Cana win, they're S-Class now!" Erza roared out.

"YES!" Cana hugged me.

"Congrats." Wendy smiled flapping her wings a bit.

"Welcome to S-Class." Erza smiled "We'll do more later, but for now-."

"OHH!" Cana and I gasped as Erza shoved a claw into Cana and mines pussy.

"Why don't we celebrate." She purred.

The losers came over and pushed Cana and I too the ground and started licking and rubbing us all over, I felt Millianna's scratchy cat tongue on my nipples while Wendy's long dragon tongue probed inside me, her hot breath on my legs. Cana was moaning as well, Sherry rubbing the goat's breasts while Levy sat her red ass on Cana's face.

"That's it." Erza smirked as I panted "Moan for us."

"GRRR!" I growled in pleasure "AROOO!"

"You'll make great S-Class wizards." Erza smirked.

Ultear's POV

"What was that." I gasped from my position behind the trees.

Meredy and I had just witnessed some kind of animal orgy. I had intended to fight Fairy Tail but this was so shocking. the entire time I watched I felt a strange need in my loins, an ache I wanted to scratch. While watching I saw Meredy rubbing herself through her leotard as we had watched people fuck.

"Ultear?" Meredy asked "That was…wow."

"Come on let's go." I said.

We headed back to our boat to leave, sailing towards the mainland.

"Hey Ultear?" Meredy asked "What do you think it's like to be like that?"

AN

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