Mutually Beneficial Dungeoneering 14

Mara's ears were long and pointy, and their size was not just for show. When she concentrated and focused her full attention on her hearing, it became even possible to identify the whoosh of a mace being swung through the air, cutting the wind, the air screaming in futile resistance against the heavy weapon as it approached her nose...

She bent around and let the orc's weapon swing over her, not even bothering to open her eyes as she did, and then she swung her sword, slashing the monster in half, its torso falling forward, its legs crumbling and falling backward.

"That was amazing, Mara, you moved so swiftly, so gallantly!" Benny gushed. 

Mara opened her eyes and regaled her companions with a smirk. "This is my new power," she said, swinging her weapon around, cleaning it off of orc blood. She also pointedly tried to ignore the corpses of the Leopards that had accompanied the orc.

Even after having transcended her humanity, cats were cats.

"You guys think we're ready for the next floor?" Mara asked.

"Hells yeah," Cupcake spoke, as she retrieved one of her knives from the hobgoblin that she had killed earlier, making it a point to bend over and show off her extremely overdeveloped body. Short though a gnome may be...

Mara caught herself staring at Cupcake's mound, the slightly protuberant cameltoe that her panties showed, her faulds doing nothing to cover her panties up at all. It was hard not to pay attention. "Benny, you made those right?" she asked.

Benny hummed. "Y-Yeah? The faulds were simple but making a pair of panties as tough as metal armor that still let Cupcake move about the way she likes to," he said, scratching the back of his neck with a gauntleted hand, "well I went through soooo many pairs trying to reinforce them!"

"And let me tell you, his first few tries felt like I was wearing a cheese grater!" Cupcake laughed, sticking her knives on the holsters on her thighs, biceps and the pouches sown into her jacket.

Mara hummed and looked at what Cupcake was wearing in detail. Her eyes, once she focused on them, were much like her ears, could see in finer detail than ever before. She could see the light slightly reflecting and glinting on the metallic threads that were interwoven into the outer lining of Cupcake's jacket. 

It was black and looked quite heavy, a testament to how strong Cupcake had grown over time that she had started to wear some armor and could still move and jump about and remain at a safe distance from her enemies while focusing on ranged weapons. She was also wearing boots with armored shin guards, and the half metal, half cloth panties...

Panties that were visible because the skirt she wore had its front removed. It was more of a pair of armored faulds that covered her thighs and hips and nothing else, leaving her crotch and ass exposed. Her chest was covered only by a tiny breastplate, literally covering only her sizable breasts, and it was more of a stylysh metal bikini top than anything else.

Undoubtedly, it was very good armor, Benny had made it, even if Mara found it weird that she wasn't covering herself at all.

"What's with the tiara?" Mara asked. "It feels weird."

"Ah, while you were hunting with Miss Rosie," Benny explained, but he was cut off.

"We went and challenged some bosses on our own, and we got a bunch of good stuff!" Cupcake interrupted, with a mighty grin. "We defeated the Orc Fighter!" she said, "and we made its boss drops into this!" she said, poking the gemstone at the center of her tiara, a green rock that didn't quite seem to be a precious stone.

"You weren't wearing it earlier," Mara pointed out.

"I wanted to check out how much I improved while you were out getting yourself a new look," Cupcake said. "And may I say? Nice~!" she said, lewdly giving Mara an once over.

"You're not bad yourself," Mara replied, humming, looking over the gnome's excessively overdeveloped, superbly feminine body. She had enough tits and ass for a woman twice her height, and more besides. And she had even managed to perfect her own body even more than when they had met, her fat thighs becoming more shapely and delicious looking every day.

Benny looked a bit contrite. "I-"

Mara turned to him. "Benny, this looks like some really high quality item. What does it do?" she asked.

"Ah it's- well, the Orc Fighter was surprisingly immune to all sorts of poisons and stuff, and it seems like the tiara confers that same immunity, it also dulls the effects of fatigue and exhaustion," he said, raising his finger. "Ah- it, uhm, it can be resized easily!" he added. 

Cupcake salaciously licked her lips. "It also has some neat side effects if a certain cutie wears it~!" she said, shaking her ass towards Benny.

Mara put her hands on her hips. She still missed her cool wolf cowl, but Benny would need materials to repair it after the last time she wore it left it a little damaged. She was back to some of her old standby, simple leather armor, cheap and sacrificial, only until they got through the floor full of Leopards that shredded expensive armor.

"Well, it's better to make sure we're all on the same page and ready to go," Mara said, gesturing with her hand, and turning to Benny. He still had an unfortunate tendency towards wearing very... showy and skimpy armor, but at least he wore a proper breastplate, gauntlets, greaves and sabatons, leaving him very  well protected... everywhere but the space between his knees and his waist, because the only part of his body he covered was his dong.

Which was still a fairly impressive bulge, but the fact that he wore a thong much in the same style as Cupcake's panties was something of a bother to Mara.

One of the disadvantages of her body and senses becoming much stronger was that she was now vastly more aware of everything around her, which included the fact that Benny appealed to her in a multitude of ways, not the least of which was his cute face, his gentle disposition, the strength of his character, and of course, that massive dick he was packing.

Cupcake took off the Tiara and threw it to Benny expertly, who almost fumbled the catch, but he eventually took it into his hands with a sigh. "What's the matter, Benben?" she asked, giggling to herself, "isn't this the opportunity you've been waiting for? You've been wanting to fuck Mara for a while!"

Mara hummed.

"I- no, I- I couldn't," he said, shaking his head.

"Is it that I've changed my looks? I get it if my current form doesn't appeal to you," Mara said, raising her limbs and striking a pose that showed off her body, she still looked much the same, but her skin was now of an enticingly chocolate color, and she had just the tiniest bit more meat to her body, slightly wider hips, slightly bigger thighs... she'd had those before the transformation, of course, it was simply the increased body mass from good exercise and nutrition, but with her improved metabolism, she was growing even more refined in her beauty.

Benny gulped, and it was obvious his thong had grown rather tight and cramped.

Mara laughed.

"I-" Benny hung his head, and then slowly, wordlessly, raised the tiara to his head, working his fingers along its length, somehow making it expand by manipulating some sort of mechanism that Mara didn't quite understand nor cared to. Within moments, Benny had expanded it to fit on his head, and then he put it on, adjusting it so his hair wouldn't be caught under it.

There was no weird transformation or immediately visible effect, but Mara's anticipation and trepidation spiked.

Something had changed within Benny.

"Are we doing it... here?" he asked, looking around. 

"Why not?" Cupcake asked. "Everything around the area is dead, and with how many adventurers have been coming by this floor lately, chances are there's no monster within ten or fifteen minutes' walk from here," she said. "Remember how much time it took us to find this pack?" she asked, gesturing at the disappearing remains of the monsters.

Benny nodded. "I guess this is my life now," he said.

Cupcake grinned, turning to Mara. "You should prepare yourself," she said, "because Benny the Inexhaustible is quite an experience!"

"Really?" Mara asked, as she looked at Benny. "If you say so," she shrugged, reaching for her pants, a normal pair that had seen better days, even the leather reinforcements having been shredded by leopards, and then deciding there was no point in keeping the rags on anymore, she simply tore the pants off of her, leaving her only wearing her panties.

Benny audibly gulped. "Miss Mara..!" 

"Come on, let's do some party bonding," Mara said, nodding, "it'll be our first time since I became," she gestured at herself, not really saying anything more and just implying it, "plus I haven't had a chance to get laid since I got this body!" she said.

"Wow, isn't that amazing, Benny?" Cupcake gushed. "You get to pop Mara's fresh new body's cherry!" she said.

"M-Miss, Miss Mara's, Miss Mara's virginity..? I- I can take, Miss Mara's virginity?" Benny panted.

"Is... is he alright?" Mara asked, frowning.

"Oh yeah, he's more than alright, he's a-may-zahin'!" Cupcake giggled.

Benny took two steps towards Mara, and he winced, reaching for his crotch, unhooking the latch that kept his thong together, letting it fall to the ground with a clang, revealing his dick.

It was massive, as per usual, big, burly, brawny, veiny, throbbing, reddened in color, but darker than she remembered it, big and threatening and brutal and just amazing. The stench of it hit Mara's nose, it was so much more potent than the smell she remembered as well, so much more rich, there were so many tones to it.

There was Benny himself, of course, there was also the scent of monsters on him, all over him, and more powerful and potent than all the others was the scent of Cupcake. He washed, regularly, but it wasn't enough, not to overcome the lewd scent of his gifted masculinity.

Mara was distracted by the looks and smells of his penis long enough that Benny had closed the distance between them, almost shambling a little.

He put his hands on Mara's shoulders, only the right one was covered by a leather shoulderpad, the other left bare, and then he mashed his lips to hers in a lustful, needy kiss, one that was so very unlike Benny. The taste of his saliva and the feel of his agile, wet and hot tongue in her mouth surprised Mara, but what surprised her more was his demanding movement and his forceful technique...

He took her down, the impact not even bothering either of them, having grown too strong for it already, and Mara felt the length of his shaft beginning to rub against her, through the cloth of her panties, its overwhelming heat already getting her own motor going.

Benny was extremely good looking, but his face was closer to that of a beautiful woman than a handsome man's, and yet that thing between his legs put even the most masculine men to shame, he was such a lovely contrast of sweet and sour, manly and feminine... and he was kissing her so strongly, with so much desire, that Mara was damn near instantly getting into it.

In the back of her mind, she compared him to the monsters that had done her so many times before, and realized that the fact that Benny may be modeling the way he was coming at her from the monsters.

In his blind lust, Benny didn't even bother taking Mara's panties off, instead just moving the white cloth to the side, lining his dick up with her wet and puffy pussy, and then pushed himself right in, shoving in his ridiculously huge, long and girthy bitch breaker all the way down to the hilt with a single implacable and unstoppable push that tore through Mara's newly virgin pussy, her body being totally unused to sex as of yet...

But the nature of her body quickly made itself manifest, as instead of pain, Mara felt nothing but ungodly, unbelievable pleasure, she only felt discomfort and shock for a few moments as her body was reshapen by Benny's massive dick, and then suddenly it was burning hot pleasure, shattering her defenses and resistance.

The body of a Dark Elf is a lewd one, an unbelievably lewd body in fact, a body whose main weakness is a fondness for cock, so nothing had really changed for Mara on that front, but getting to know that she was now capable of taking in even Benny's monstrously awesome and amazing cock and feeling it stretch her... it was bliss.

But it could get better, and it woud, Benny reclaimed her lips once more, stuck his tongue in her mouth, and then began powerfully thrusting his hips, and he was groaning and moaning into her mouth, the shockingly potent pleasure causing Mara to tremble, incapable of holding in her lust or holding back the pleasure, her fingers reaching for Benny's back, her fingernails digging into the metal of his armor, bending and warping the plates on his shoulders until she was able to find a way around his sides to grab onto his back, an orgasm coursing through her and making her go mad with pleasure, her legs linking behind his back and pushing him deeper into her, as his own cock crossed the threshold, kissing the entrance to her womb, no, going right past it and popping in for a visit, before unleashing a torrential tribute of semen, filling her up in an instant, and expanding her capacity with each spurt of thick dick cream.

Mara gasped, Benny screamed in an almost girly fashion.

This was a truly lewd body, what had just happened was impossible for a human, it should be agonizingly painful, and yet, here she was, allowing him entrance to her baby room, and even more, enjoying it far more than she ever had enjoyed anything she'd ever fucked before.

"Ugh, ghuh, ghuahhhh!" Benny roared, and then planted his hands on the ground, his eyes losing all light of reason, Mara could only see the spark of madness in him as he seemingly tried to hold back.

"Oh yeah, this is the effect it has on Benny," Cupcake said, from the side, where she had stuck a hand inside her panties and was leisurely touching herself to the spectacle.

Mara opened her mouth to speak, but Benny's throbbing, pulsating cock seemed to shake inside her, touching every sensitive spot, feeling like it was discharging electricity directly into them, causing another screaming orgasm from Mara, her cunt going insane massaging the cock within her, every part of her vagina stimulating him, until Benny let out another roar, and yet more cum exploded.

Mara gasped for air, her lungs feeling a little constricted as she noticed that her belly was becoming swollen, expanding, meeting Benny's hard metal armored torso, going from a flat and smooth pack of four visible abs, to a rounded belly that a woman about to give birth would have, as Benny finished his second ejaculation inside her.

Finally, Mara could breathe.

"Get used to it, he's not gonna let go until he's cum at least ten times inside you," Cupcake said, grinning, patting her stomach as she did. "He almost made me burst you know!"

Mara felt a moment of panic, but strangely, not because she thought she might break or that she wouldn't like what was coming.

No, her panic was that Benny might be hurt if he went on that long...

"So just lie back, and let him fulfil his dream~!" Cupcake giggled.

Oh, for sure, Mara had absolutely no intention of letting go of Benny until her lewd new body was satisfied!