Resh POV

Resh never did get that initial sleep he wanted, at least not during the walk to Whiterun. By the time they reached the place he was exhausted. Every time he had thought there was a good place to bask in the sun some stupid problem always had to come up.

First it had been attacks by wolves, the bandits. And finally when all that had been over Lydia and Brelyna started to complain that they weren't getting anywhere. To make it worse Kayci had, like usual, sided with the girls just to spite him.

In the end their bickering had gone on so long that it would be too dark for lying in the sun to be worth it. So he decided they might as well carry on despite his earlier annoyance, since he'd rather sleep in an actual bed rather than under the stars.

Once they actually arrived at Whiterun Resh could tell there was something 'off', he couldn't quite describe it but something just felt wrong. In fact a better way to describe it was 'smelled wrong'. As if something was missing but he couldn't quite put his finger on it.

He may have been tired but Resh was never one to leave a mystery un-solved. Lydia and the others had long since departed from him and headed to the Inn, leaving him to wander around the city in search of whatever he thought was wrong.

There were a few suspicious looks from the guards at the sight of the giant man pacing around but after either deciding he was crazy or too large to try and hassle they averted their gazes.

It was only when he was about to give up did he finally figure out the problem. Although the fact Vilkas, one of the Companions, had walked into his path made it a lot easier to understand.

In almost an instant Resh had lunged forwards and seized the smaller man by the shoulders. Vilkas barely had any time to react before Resh started. "You're no longer a werewolf…"

Lydia POV

"Well," Kayci announce abruptly, barely a minute after they had all sat down, "Now Resh is gone I think I might set off too."

"Why? You're not going to join him and his paranoid sense of smell are you?" Brelyna mocked.

"Of course not, unlike him I couldn't care less about his ridiculous issues with the air. No, I'm going off to the guard barracks," she replied, drawing confused looks from the women.

"Why..?" the other two asked in unison.

"Isn't it obvious? I haven't had sex in days. And I'm pretty sure that half the guards there would have a let of pent up frustrations they need to get out of their systems," Kayci replied matter-of-factly.

Brelyna seemed outraged at this, "You're just going to let a bunch of random strangers you don't even know touch you!"

"I can't live up to my reputation by only telling people about my exploits can I? I have to do something once every so often."

After what followed Lydia decided it best if she were to edge away slowly, she had no intention of getting into the middle of an argument like that. She only heard a the start of their shouting as she got further and further away.

Kayci POV (A few minutes later)

"-Do you have no self-control!" Brelyna yelled.

"None that I know of!" Kayci shouted back, not really listening to her own words. "Why do you care anyway?! I can fuck whoever I want, whenever I want. You're completely irrelevant to the whole situation!"

For a moment Kayci thought she had struck a nerve. Brelyna sat in silence glaring at her for so long Kayci almost considered apologising.

All of a sudden the Dunmer had leaped forwards lifting her off the chair and hauling her over her shoulder. Kayci was so stunned she didn't even react, and just let herself be carried off by the other woman.

She was surprised how strong the little mage was, especially considering she weighed about three times that of a normal person. It just proved how determined she was. Only when she was thrown onto the bed of their room did Kayci actually realise what the Elf was doing.

Kayci smirked, "Finally…"

Lydia POV

Lydia was unsure whether her hurried escape was really a good choice, on the one hand she avoided getting in the middle of something, and most likely got out of listening to two of her friends inevitably have sex. But on the other after watching Resh run across the streets holding a bundle of rope with a deranged glint in his eyes she didn't know if it was any better with him.

Nevertheless she felt it her place to see what he was up to, not just out of interest at his odd behaviour, but because what he was doing clearly couldn't be a good thing, and she didn't expect whatever it was to bode well.

"What are you doing?" Lydia asked after running to keep up with him.

Resh turned to her, still grinning, "I just found out there's a cure to being a werewolf."

"I see… I'm going to need more than that."

"I also discovered that one of the Companion werewolves is refusing to end her curse," Resh told her.

She still didn't fully understand. "And the rope is for what..?"

"I thought that much would be obvious. If she doesn't want to cure her affliction it shouldn't be her choice. Worst of all the other Companions don't seem to care and are just letting her do what she wants," Resh explained, slightly agitated when remembering when Vilkas tried explaining to him that it was up to her. "Hence the rope," Resh finished, tugging it for emphasis.

"So you're just going to kidnap an innocent person just because she disagrees with you?!" she blurted in shock.

Resh looked confused, "I think you misheard, I said 'Werewolf' not 'Person'. Aela's just lucky she isn't from where I come from otherwise she'd be killed on the spot, among other things."

"You still can't do that! That's horrible, of course it's her choice you can't take that away! You'd be no worse than the bandits you hate!" Lydia countered, "Also did you say Aela? Just saying but if you try doing anything to her she'd gut you like a fish."

"Fine," he growled in defeat, dropping his armful onto the floor, "If werewolves kill anyone here though she's dying."

"So anyway," Resh started, "Why are you out here? I would've thought you'd still be at the Inn with the other two."

"It's because of them," Lydia muttered, causing Resh to get worried for a second she wasn't getting along with the others. His worries were quickly rebuffed though, for the worse. "Let's just say you probably won't be getting any sleep from now on,"

Resh immediately picking up what she was getting at sighed, "Damn…"

Brelyna POV

"What was that?" Brelyna snapped at her word 'finally', surprising the already shocked woman again. "Did I say you were allowed to talk?"

"Wait… what?" Kayci mumbled, confused at the normally calm Elf's current domineering attitude.

Instead of an answer to her question Kayci received what was most likely the least expected response she could have gotten. A sharp sting danced across her skin as the Dunmer pooled a small amount of magicka in her hand and weakly shocked her, causing her to yelp, mostly in excitement than pain. Besides, it was the good kind of pain.

Remembering Resh's advice that she should try and keep control, she repeated in a sterner voice, trailing her fingertips up to the other woman's chin, "I repeat, did I say you were allowed to talk?"

Realising what the Elf was trying to do Kayci quickly leapt up and dragged the woman to the bed in an attempt to take control.

Admittedly Brelyna hadn't been expecting her counter at all, but quickly recovered and stuck out her arms to break her fall. Before Kayci had a chance to continue she felt a shock, similar to the one before, just stronger, flare through her again, briefly stunning her.

Brelyna took her chance and used her small window of opportunity to grab at Kayci 'very lacking in protection' leather armour, and reveal the Tsaesci's assets to her. "Finally that armours off, you've been teasing me with it since day one."

Kayci wasn't able to reply as Brelyna had roughly darted her tongue down her throat, causing her to moan in submission. "That's better," the Elf whispered into her ear. "Any more outbursts like that and I'm going to really have to punish you."

The submissive woman's mind roared with indignation, she was a Tsaesci for Divines sakes. In her own form she was three times the Dark Elf's size and had eaten larger women for an actual meal. Although when she tried to move her arms she felt them being held down by Brelyna, despite her races strength Kayci somehow wasn't able to shit control again.

"Tsk Tsk, Kayce," Brelyna berated zapping her again lightly to stop the struggling, Brelyna remarked that even with her strength sapping affecting her Kayci was still quite strong. "That seems to me like another outburst… that wasn't a very good idea, was it?"

To her credit Kayci seemed to have learnt the lesson about speaking because she merely replied with a shake of the head, causing Brelyna to smirk with delight at her success. In one fluid moment the mage gripped the skirt of her armour and yanked it away. Finally revealing all of her body.

Kayci had stopped trying to escape at now squirmed in the warm air, as if she was calling the other woman to do something to her. Unfortunately her pleas were not answered, as instead of touching her in all the right places, Brelyna grabbed straight for the hair. Pulling the two's faces together.

The second kiss brought the Tsaesci gasping for breath, and arching her back to try and get Brelyna moving. Brelyna merely ignored her and pulled up the bottom of her mages robes, without warning she used her grip on Kayci's hair to roughly pull the woman's head to her own wetness.

Brelyna simply said growled two words, "Please me," but that was enough.

At that Kayci eagerly started to lick whatever was in front of her, luckily her reptilian ability to see in the dark and in turn under her robes, and her centuries of experience made sure she was hitting all the right spots as she flailed her tongue around both wildly and in control.

It wasn't long before the Elf started seeing spots in her vision, and she moaned out in pleasure. The other woman was just so good. Far better than Saadia was the last time she was with someone. She didn't want to appear to be losing control by reaching her peak too early so gave a sharp tug on Kayci's hair.

"Slow down, get me off too early and you get nothing," Brelyna groaned. Under the robes she was unable to see the woman's reaction, but judging by the slowdown of speed her… 'pet' would be a good words to call her, seemed to have obeyed.

After a few more minutes of rhythmic service from Kayci, Brelyna finally reached her peak, soaking the woman, and parts of her robe in the process. Pulling her up roughly again Brelyna stared into her eyes again.

"Good girl," she mocked, while smirking at how much of a success this night had been, she made a note to thank Resh for the advice.

Pushing her back down onto the bed Brelyna leaned over Kayci, who now was on her front, ass facing up. "Your turn now…" she growled.

Resh POV (Femslash over if some of you people not reading it want to pick up)

Downing what seemed like his fiftieth mead this night Resh groaned at the ridiculously loud and awkward, but quite arousing noises. "How can… how can they still be going on?"

Resh was actually starting to feel a little jealous of Kayci, even if she was with another race. It really had been far too long since he had been with anyone, and right now he was so desperate he felt like he could mate with anything.

Lydia seemed just as awkward as he did when a new torrent of sex noises erupted from the room beside their table. "I *hic* have no idea*hic*."

In the spirit of uncomfortable situations the two had done what most people do in this situation, drink their memories away, unfortunately for them, the noises had never stopped, and even when they were both hammered nothing could blot out their two friends going at it.

"Remind me again why you took me back here?" Resh drawled, obviously drunk.

Lydia laughed at how his voice sounded, but tried to compose herself, failing in the process. "I didn't *hic* didn't know that they *they* would be doing…" Lydia giggled. Unable to put the last part into words so acted out a crude act of kissing with the air. Making some of the noises to go along with it.

Resh stared for a few seconds trying to imagine what it would be like if Lydia were to be wrapped around him doing that, not just the air. But shook his head, he knew it was only the alcohol and the sex fuelled atmosphere making him think that way... despite how attractive she was now starting to look.

Quickly picking up on his stares Lydia flaunted her chest, grabbing even more of his attention, "See something you like?" she asked seductively, in disbelief that he was finally giving her attention she wanted.

He felt compelled to instantly respond with 'no', like he knew he would do were he sober. But the large quantities of mead spoke for him. Making up his mind without his real opinion. Although the way his body was reacting to Lydia's movements he was feeling more and more enticed to agree with the mead.

"Actually… I do," Resh smirked, his drunken gaze moving up and down her body. She looked just like any Tsaesci does, he no longer cared about the colour or lack of tail. With the mead in his system he wanted her regardless of race. She looked perfect to him.

There were a few moments of silence between the two of them before they both clashed together. Lips locked in a passionate embrace. Resh could feel every ounce of common sense in the back of his mind telling him to stop. A thousand perfect reasons formed, some based on what he had heard of humans, other from what he had even seen from them, each screaming at him to stop and not make a terrible mistake.

But to be honest, Resh no longer cared…

The Next Morning (Kayci/Brelyna)

"That was… Amazing," Kayci gasped, lying down on her back whilst splayed across the bed.

"My pleasure… in fact actually Resh's pleasure. Remind me to thank him," Brelyna mused, still feeling the afterglow from the most amazing orgasm in her life.

"What?" the other woman murmured.

"It doesn't matter. You were very good yourself, far better than anyone else I've been with," Kayci beamed with pride at her words.

"Well you know, practice does make perfect. Feel free to go through my bag, I've got some other… 'equipment', that might be useful next time we get together," Kayci told her, gesturing to her pack in the corner of the room.

Brelyna was almost scared to go through it. The other woman was somewhat of a question mark so she was understandable apprehensive when it came to sorting through her personal belongings.

And to say the least it was not what she was expecting. Half of it she didn't have any idea on what they could be. The first shock had been the preserved tongue she'd accidently picked up when looking around.

Kayci merely laughed at her reaction, "That's from that asshole guy I killed who I told you about."

Chuckling nervously the elf continued looking: There were lots of potions, half of which had no label and looked too dangerous to test; various weapons; bottles of the Lava Whisky her lover prized so much; the Dwemer… contraption she had mentioned; and… was that moonsugar?

'Perhaps she just uses it for alchemical uses,' Brelyna hoped, her fantasy was dashed however when she found the matching snorting straw beside the pouch of the narcotic.

"Why do you have moonsugar?" Brelyna asked suspiciously, in truth she had a few quarrels with people that took the stuff, more from those that turned bad from it. And in hindsight from the way Kayci acted it was obvious she had probably gotten high on more than one occasion.

Kayci immediately went on the defence, "Sorry to say this but I paid a lot for that, so if you don't want me having it, it's still staying," the Dark Elf knew not to get into an argument about it so just raised her arms in surrender.

"You haven't seen the best stuff yet," Kayci urged her on.

In a separate compartment was where it got really interesting, darkly tanned leather as far as the eye could see. Ball gags, whips and rope to say the least. Brelyna mouth hung open at the sight in front of her. There were also several… interestingly carved contraptions. Brelyna had some experience with toys but there were some there even she had no idea about.

Kayci smirked at her face, "Just remember, next time I won't submit so easily."

The Next Morning (Resh/Lydia)

'Shit.'

That was the one thought running through his mind as he opened his eyes and stared in disbelief at the sleeping form pressed up against him. It appeared that the reminder of last night was a very obvious one.

How could he do this? Resh was a Tsaesci and this went against everything he believed in. He had broken his own personal moral code by stooping so low. She was a human for Divine's sake. Were he sober last night he would have sneered at the very suggestion of anything intimate happening between them.

He knew the events, however enjoyable, would haunt him for life. He had to leave. It's not like he could stay with his group after this, he could only really think of one option. Escape.

As silently as he could Resh tried to edge his was out of the current position. Unfortunately due to the touching of parts, when he tried to move Lydia started to squirm as well. Resh paused in horror as he felt himself stiffen, and cursed his own body for reacting to her movements.

For a moment Resh almost thought that Lydia was still asleep, but his heart stopped beating when he heard her groan in pleasure at the feel of him, "Ready for round two? In fact round ten or something would be more appropriate," she murmured smiling with shut eyes as she rolled over to face him. She couldn't see it but the look he returned was one not of happiness like her own but of a mixture of shock, disgust and shame.

In an instant Resh leapt from the bed, removing himself from Lydia's grip viciously. As he jumped the sheets carried along with him and he was given a clear view of his bed-mate, and the fluid remains of last night still left on the bed.

Lydia sat up, worried now at his behaviour, "Resh, calm down. Are you okay?"

"No I'm not fucking okay!" he snapped causing Lydia to recoil, "I just slept with a human. Oh gods, I've just slept with a human."

"You're not making any sense Resh. Calm down."

"No! What I have I done? This is all wrong," Resh frantically said, pacing around the room in his anguish.

"Why is this so wrong for you? Two people liking each other and getting drunk together isn't a bad thing," Lydia asked, trying to reach for him and pull him back down.

"It just is. I'm sorry, but I have to go this is just too bad. Find someone else and forget about me," Resh quickly told her before rushing to the door.

"Stop!" Lydia tried to catch up with him but he was too fast for her so managed to stumble through the opening to the Inn before she could grab him. Lydia was devastated to say the least, was she really so terrible to be with that he would consider running naked through Whiterun just to escape her?

Lydia sighed with tears in her eyes and picked up the sheets that were on the floor, wrapping herself in them to hide her nude body, and her now shattered dignity. She only had a few minutes to wallow in self-pity and depression before Kayci rushed through the door with an exited and euphoric look on her face.

"So how'd last night go?" Kayci chirped overjoyed that Lydia and Resh had finally got together, after all his old friend really did need someone, and who better than her new friend who was obviously into him? "You made even more noise than us."

"I guess it was pretty good…" Lydia mumbled on the brink of tears, sad that he had bolted as soon as he was sober.

Kayci hadn't picked up on this at all because she just carried on, "Pretty good? He's more than just that, when we were together he was excellent. Because of the sounds you made last night I'm half considering letting him be a third in our be-"

"No," Brelyna bluntly stated as she too walked into the room, she however was a bit more observant than Kayci though and immediately noted Lydia's sadness, asked in a softer tone. "Where's Resh?"