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Leo would have been lying if he'd said he hadn't noticed that succubus eyeing him up for the past couple days at this point. Granted, she was hot--though they all were--but that didn't detract from a couple facts that were really giving him grief at the moment. Firstly, he felt like a freak. He'd been down in the umbral plain what must have been a couple months at this point, but he'd only been in Stillrock for a few days, and hadn't really normalized the fact that people were of many different races. He was giant cat, and despite his proven agility and athleticism, still felt gangly and awkward. That sense of being alien and strange ran completely against how he saw the succubus clearly checking him out. He felt like she should be repulsed, not fawning over him.

The other fact was that he thought the gorgon was particularly cute, and kind of wanted to get with her. That other fact disturbed him even more. How was he considering this? She literally had snakes for hair. Not only was that unnatural, but it shouldn't even work. Yet somehow, it did.

Where was Srida anyways? He knew she was wandering off during her free time and likely using it to practice her magic. She didn't know, but Gowris was allowing it, wanting to make sure she knew how to transfer the hypnotic resistance to him before he made any kind of move against her. It was a calculated risk after all. Leo had tried to talk to Gowris about convincing her she could work with them and not against them, but he wasn't having any of it. Whatever experiences he'd had with warlocks in the past, it hadn't been good.

That was the main reason he was entertaining the succubus in front of him. As cute as he thought she was, and as much as he liked her no-nonsense personality, Leo didn't want to get to attached to Srida when she was likely going to get into a dangerous fight with Gowris, and probably never return to Stillrock after she regenerated.

"They will give you a day or two off, won't they?"

The question brought Leo back to the present and he looked up from his bowl of not-noodles. Whatever rockfruit was, the texture and taste of the inside of the shell was very similar to pasta.

"Uhm," he said, quickly replaying the last fifteen seconds of memory in his head. "I think Bendali said he'd give us a day or two for rest in a couples days from now, yeah. Why's that?"

Freya's eyes twinkled a bit. "There's a cavern a half a days walk from here or so, it has red crystal stalactites hanging from the ceiling, it's really quite beautiful to see."

Leo tilted his head at her. That did sound interesting--and it also sounded like a date. Curious, how some things transcended barriers like that.

Oh just commit to it you sissy, when's the last time a woman asked you out and not the other way around?

He gave her a grin, hoping it didn't show too many teeth. Another problem with his new body, he had to learn to smile with his eyes and ears and without bearing teeth too much.

"That sounds great!" he said, hoping he sounded more enthusiastic than he felt, then switched his tone to something a bit more sly. "Beautiful and isolated...sounds like a great place to go with someone for a day."

He had his two lower arms resting on the table in front of him while he ate, and Freya reached out and gently squeezed one of his hands.

"Want to give it a practice run?" she said suddenly, her voice a little more...hurried? Desperate, maybe? It seemed out of place coming from a woman so beautiful--supernaturally so.

"Come on," she whispered. "I don't think I can wait a few more days. It's already been a bit too long and I don't want to have to appeal to Vyvyla for rationing..."

Right.

Like everyone else in the umbral plain, he didn't need to eat. The food kept him sated and comfortable, but the magic could and would sustain him forever if necessary. It was a similar situation the vampires with blood; they didn't need to drink it, but blood sated them and kept them happy. If they ate normal food, they would feel like they were starving.

"Don't the incubi and succubi keep each other sated?" he asked quietly, putting his fork in his mostly empty bowl. Freya was eating too, but more to sit and talk with him than anything.

The succubus adopted a pained expression. "We don't really feel much," she whispered. "Not in the way we need to at least. But we feel what others experience when we touch them. Others except our own kind. If I try and lay with an incubus, I don't really feel...anything from them. It's not enough to just experience myself."

Suddenly it clicked with Leo, some of the strange behaviors he'd noticed over the past couple days. The succubi and incubi only ever seemed to care for each other as friends, never anything else. Or the occasional succubus or incubus joining couple in their cave had struck him as strange. Was that the so-called rationing? It felt strange to refer to it that way.

Pondering that for a moment, he scooped the last bit of rockfruit out of his little stone bowl and made eye contact with her while he ate it--and simultaneously looped his tentacles around her legs underneath the table.

"So you don't feel anything yourself?" he asked curiously, amused when she got visibly excited.

"Well," she said, suddenly looking like a nervous schoolgirl on her first date. "A little bit, but it's not even feeling really--it's everything, the whole experience_._If going down on my turns you on, it turns me on. If you tie me..." she hesitated and looked at him nervously.

Leo grinned again, not minding this time if it looked predatory. "Go on."

"Well, if you like it, I like it," she said, her already red skin blushing even deeper. "It's doesn't matter if a normal human woman wouldn't enjoy it, as long as you do, I will too."

Leo raised his eyebrows at her and tilted his head down, as though he were looking over glasses. "That sounds too good to be true."

Freya cringed a bit, making Leo feel a bit guilty. "Well technically," she said, drawing the word out and looking a little guilty herself, "a wild succubus would flay your soul in the process, which would leave you sick and totally out of it for weeks. But I won't!" she added hurriedly. "It'll just leave you sleepy, that's all!"

Leo's smile was genuine this time. She was really trying. Since she was still holding his lower hand, he gently squeezed it back.

"Well, it is the end of the day..."

The way Freya leapt up and took his empty bowl back to the counter of the dining hall was both endearing and hilarious, and she wasted no time dragging him right back to her cave. Like him, she was on the highest occupied level, meaning she was new to Stillrock herself, but near the start of the row, not the end like he and Srida were.

As they ducked into her cave and into the secondary room with a lower ceiling, Freya started speaking. "Just keep those claws in and you can do whatever-"

Leo didn't even let her finish her sentence when he lashed out with his two tentacles, wrapping them around her torso and pulling her close to him, while at the same time dropping to all six legs. In an instant they'd gone from five feet apart to Freya effectively tied and suspended underneath him, a few inches off the ground. It was still strange to him how he could walk as a biped or like a cat, but it certainly made traversing caves easier.

Freya squeaked at his sudden move but then he felt something else. Fear--and excitement. Freya's emotions. Then glee.

"You feel them?" she whispered, suspended underneath this body. Her spaded tail was lashing around between his legs, gently whipping him. "The emotions?"

He flipped her over and gently set her down on the fleshy moss they used as bedding in the umbral plain. "I don't feel yours yet," she said softly, now looking up to him with her red eyes. "But I do feel..." her hands ran through his belly fur and to his cock, which was mostly hidden its sheath and fur--one of the reasons he was okay walking around without clothing.

"Can I probe now?" she asked softly, "project the lust and fully connect?"

He gave her a small nod. He'd heard about this projected lust before, but never felt it like he'd felt the projected terror. If it was anything like it, this was going to be a wild night.

And it was. Moments after his tiny nod, the feeling crashed over him like a drug. He felt his cock go hard immediately and his mind grow heavy with an absolute and primal need. How could anyone resist something like this? Without thinking about it--he really couldn't think enough to second guess himself--Leo kissed her. It just felt like the right thing to do. He had this gem of a woman right beneath him staring up at him with eyes like that-

Some of his mind returned to him as Freya dialed the lust down a bit--not a huge amount, but enough that he had some semblance of critical thought again. He didn't break off the kiss though, it had been the right thing to do. And now he felt it. Her glee flaring up, anxiety melting away, relief flooding over her--and most of all, his own lust, though her.

The cyclical nature of it actually gave him pause and he hesitated at he broke the kiss of, experiencing his own emotion again, through her. Freya felt his confusion and giggled.

"Here," she said softly, taking one of his hand in hers and placing it to her breast, even giving it a gently squeeze so he groped her.

The lust--his or hers, it was hard to tell--distracted him for a moment at the touch of her flesh beneath is palm, and that delight, that excitement, that whatever it was that flared through him, also flared through her. He experienced her experiencing his own joy and pleasure, creating a feedback loop that pulled him into a hypnotic trance.

Freya's fingers played through his fur and up his chest, eventually grabbing his upper set of pecs playfully. The action was arousing, and it aroused her too, which aroused him in turn again and-

"Don't think about it too much!" she laughed, caught up in the feeling herself.

God. They weren't even doing anything yet.

"Just live in the moment! It doesn't hurt your mind so much that way!" As she said that, her thin red tail wound around his cock and balls, giving them a gentle squeeze before trying to wriggle out from underneath him.

That's right, he was still looming over her, not really doing anything.

His tentacles tightened around her waist again and he forcefully dragged her underneath him. Surprise. Excitement. And a little bit of fear. To Freya, Leo was still unpredictable. Leo's glee at that uncertainty leaked back into her mind.

"Did I say you could?" Leo growled playfully, making her squeak.

With his tentacles holding her in place, his lower arms found her hands and pulled them out to her side, pinning Freya to the ground further. His upper hands played over her in the meantime, slowly sliding the straps of her scale-made top off her shoulders, tugging the short dress down to reveal her breasts.

Fuck they were perfect. They were far larger than average, easily more than a handful each, yet still perky and firm with a black nipple placed so they were perfectly proportioned. Freya felt his burst of awe and giggled, but it was cut short when the claws on his upper hand came out, and he ran them gently over her skin, leaving little white scratches that tickled more than hurt.

He felt the sensation clearly from her, and the _fear._But also the arousal. In that instant he knew Freya liked fucking scary things. It was why she'd gone after him. His claws retracted to dots in his fingertips as he groped her breasts, and delighted how soft they were. Freya felt pinpricks of pain at the tips of his claws punctured her skin ever so slightly, making her squirm in fright and excitement, but there was nothing she could do against his iron grip. The tentacles that had been around her waist had found her thighs instead to keep her legs still, and her arms were subdued as ever.

Leo grinned, bearing teeth and opened his mouth wide, the jaws of a displacer fearsomely wide as he loomed over the succubus, but it was only his tongue that found her neck, licking to behind her ear playfully and delighting in the flurry of emotions it had caused. The lust from her was still there, but he was able to control it and work with it by slipping into this predatory mindset he'd somehow found. He didn't have the self-reflection to know where it came from, and just followed her advice by not thinking about it.

His jaws came down around her right breast next, but just suckling like a cub rather than biting like a beast. His suckling evoked a physical reaction out of her, particularly when his rough tongue passed over her nipple. They both felt it, but it surprised Leo more when the sexual stimulation shot through him, and it actually made him look up at her, mouth still on her tit.

The humor flitted through them both. In an instant he'd gone from a dangerous beast into looking like a guilty kitten. That girlish giggle escaped her again and she tried to move--but the kitten still had her pinned.

"They're sexual organs too!" Freya exclaimed, still trying to move, through Leo wouldn't let her. "You could get us off with just them!"

In response, Leo's third and forth fingers pinched together over her other nipple and stimulated it, making her shudder beneath him in his grasp. His rough tongue played over her first breast a little more and drawing moan from her lips, then he continued his final lick all the way of to her color bone.

"Better than making out with a cats face, doesn't it?"

"That tongue of yours is almost as good as mine," Freya teased back, trying to shift her pelvis towards his. Then he realized her tail was still wrapped around his cock and she was trying to angle it towards her pussy. He grinned at her, and pulled away, denying her the exact pleasure she was seeking. Why should it be easy?

Leo then took Freya's hands and placed them on her breasts, then slid her up underneath him so his snout was right between her legs. She was burning hot, and for the first time that night, Leo realized where the smell of woodsmoke that he seemed to occasionally catch in Stillrock came from. It was strange, yet he kind of liked it in a weird way.

Then he ran his tongue overtop of her. He felt it through the link himself and was absolutely delighted at the sensation. To Freya the rough nature of his tongue only accentuated the pleasure rather than being uncomfortable. Leo's lower arms held her legs wide apart and gave him unrestricted access to the folds between her legs, but it didn't really matter because she kept trying to spread them wider. She just wanted to get his tongue deeper and deeper inside of her.

Strangely, she tasted like cedar--or at least the way it smelt. It wasn't a bad thing, but it certainly led to the alien nature of the experience.

Undeterred, his tentacles looped around Freya's waist and behind her back, coming around again to cup her breasts like a pushup bra. They remorselessly pushed her fingers away from her nipples and latched onto them with suckers, drawing another sharp breath from her. Leo could feel it in himself too--god this woman was sensitive! How did she live without constant distraction?!

They both felt the orgasm building. To Leo, it was so much stronger than anything he'd ever experienced. It was mind-numbing, drawing his thoughts away from everything else but achieving climax. Then...he stopped. Not because of any logical thought, it just deemed seem right to finish this way. The pleasure had already been stronger than any orgasm he'd ever experienced...it was time to let Freya do some work.

He sat back away from her, a sly grin in his eyes. She seemed shocked for a moment, like she couldn't believe he had dared to stop, the picked up on the same thought he'd had. Her smile was exasperated, and lightly pushed him on the shoulders, forcing him onto his back before she crawled on top of him.

Leo was now lying on his back and looking up at Freya, who was looming overtop of him and looking like a true sex demon. Her eyes were glowing bright red, her ass and tail straight up in the air, breasts hanging down and she crawled up to his cock...then her tongue slid out.

Leo couldn't believe it, the organ must have trailed down all the way to her stomach with how long it was. Prehensile and dexterous, she wrapped it around his penis and squeezed with a force he didn't think she could. Pleasure crashed over him as she did that, Freya reveling in his shock the way he had in her uncertainty and fear. He could feel her glee--she'd been saving this.

Her tongue slithered around his cock and balls like a snake while she planted a breast on either side, slowly drawing it into her mouth with a seductive look. But while she was occupied with his nether regions, he was with hers as well. His tentacles played around behind her, the spades now bearing only soft suckers, they curled up and pressed at her pussy, trying to get in.

Freya wasn't a normal woman--she was a succubus and her girlish attitude didn't change that fact. She was built to handle things other creatures could not, and what might have been painfully large for anyone else slid up into her easily like it always belonged. He inhaled sharply as he felt his tentacles finally push in--but it was more from her sensation over the mind link, and then he used that knowledge to wriggle up further into her pleasurable zones, unfurling the spades and the suckers latching onto her walls.

With her tongue slithering all around his cock while she only suckled on the head, it trigged that dominating reflex within Leo again. Without really thinking, he grabbed the two horns on Freya's head and forced it down overtop his member, his penis disappearing into her mouth and down her throat.

The sensation was incredible. She made a choked noise initially at the shock, but was quickly overcome with what Leo felt, the noise turning into a moan. Most girls would have hated that, but Freya got to feel it. As he did that, the suckers on his spade found her g-spot and latched onto it, wiggling and triggering an orgasm in her, just as he came in her throat.

The double orgasm crashed over them both, feeling multiplicative rather than just two simultaneously, and Leo understood what Freya meant when she needed to be sated. She needed this.

But Leo didn't feel done. How could he after that? Freya had the same idea and lifted her head up off his groin, but clamped her insides around his tentacles and didn't let him withdraw them from her when he tried. That delighted Leo--she was fighting back in the only way she could, and was refusing to give him total control of the situation.

So he wriggled them inside her some more, the soft suckers on the spades probing, searching and latching onto her walls and keeping her pleasure at a roaring high. The sensation delighted them both, Freya purring to herself with pleasure as she looped her tongue around his cock once and squeezed it, then used the tip of her tongue to play with the head of his penis. Her projected lust kept him hard and ready to go, and allowed her to feel what she was doing to him, reciprocating the delight his tentacles were causing her.

They spent the next couple minutes that way, chasing the high and eventually ready to move on. Freya still wouldn't let Leo pull his tentacles out but he was able to loop them around her legs with little effort, then with one pair of hands holding her by the torso, and his upper and gripping her horns like handles, Leo stood up and lifted her off the ground effortlessly.

He loved his body's newfound strength. This was so much better than being a human.

Freya squealed when he lifted her up, still surprised at his strength and ability to handle her like a toy. The shock only lasted a moment, then she drooped her arms over his upper shoulders lazily, the expression in her eyes clear what she wanted. So he sat back casually, his back to the wall and set the succubus on top of him.

"Do your thing," he grinned, holding all four of his hands up and to the side in a gesture of surrender. "I won't hold you down. For now."

Freya's grin was feral, and she reached down to grasp both his tentacles before pulling them out of her with enough force that it almost hurt. She noticed less than Leo did, grinding her pussy over his cock, the soft barbs giving it texture most of other hellions lacked. She certainly felt the little barbs between her nethers, licking her lips before using her tail to slip it up inside her as she groped Leo's chest.

"Did you know the hellhounds have a knot at the base of their cock?" she said, almost conversationally, but didn't give him a chance to respond. "They just want to get it inside me and quit there." She shuddered, partially due to the thought and partially due to what she just felt--Leo had felt it too. The soft little barbs were really doing their job.

"Not to mention they're smooth," she said with distaste, "not like you..." Freya's smile was a cross between seductive and warm as she sank down deep onto him, really reveling in the feeling.

"So the succubus likes kitty-dick," Leo grinned, placing all four of his hands on her hips but still letting her control the motion. His tentacles had looped around her back and found her breasts again. He liked using them to grope her like that--they were just the right size.

Apparently Freya did to, because one of her hands covered the spade of the tentacle and squeezed her breast through it, encouraging him as she leaned forwards until her nose was touching his. "The succubus loves the kitty-dick," Freya breathed, then moaned as she brought herself down on him again, sending shudders through them both. "Much better than the dogs..."

With her mouth half open through another moan, Leo leaned forwards just a bit and kissed her, slipping his tongue between her lips and hoping she'd take the hint. Freya's eyes opened a bit in surprise, but she quickly caught on, and in a moment she was invading his mouth instead. That incredible tongue of hers slipped past his teeth and into his own mouth, exploring his cheeks and the roof a little bit before lightly touching the back of his throat.

Leo had to fight his gag reflex when she did that, and the smile that crinkled her eyes suggested that she knew. But Freya had no holds barred, and Leo had been the one to start this, and quite suddenly her tongue shot further into him and down his throat. It was an oddly sensual experience that he couldn't quite explain, but perhaps Leo didn't need to. He liked it.

And even as she did that, Freya was starting to pick up speed on top of him. Riding him skillfully, all the movement came from her midsection as she thrust him in and out of her with her shoulders barely moving despite her aggressive riding. Leo, just along for the ride at this point, let her completely control the situation. The way the succubus moved had a grace and efficiency to it he couldn't possibly match. Her tongue was no longer down his throat but exploring his mouth again as her kiss grew harsher and more frantic, feeling what was building up in the two of them again.

Leo's tentacles--emerging from his back, looping around her and onto her breasts--suddenly pulled them tight together. In an instant, Leo's body went taught, two of his hands forcing her hips to stay down on his, and the other two helping his tentacles to draw her into a tight hug. Freya's arms had slipped behind him and fiercely gripped the base of his own tentacles, anchoring herself in place as he finally came.

Leo's eyes rolled back as the double orgasm crashed over him again, far more intense than the last time, feeling cum jet out from him and the feeling of it hot inside Freya from her end of the mental link. The feeling blurred his mind, nearly knocking him out. Perhaps it did--for a moment he lost track of time, and when he was aware of the situation again, Freya was still sitting atop him like she had been while fucking--but she was asleep. Her head was leaning on his shoulder and her hands were still lightly grabbing the bases of his tentacles, but there was no strength in her. She was being held up by the grip his tentacles had on her, and his upper arms holding her close.

Still inside her and half hard, his flexed his dick a couple times and ran his lower hands over her ass, rousing the succubus. She stirred, cracked her eyes open and smiled slightly as she looked up at him, but didn't otherwise move. He grinned and easily lifted her off him a little bit, getting his cock out from inside her and turning her around so her back was to him--an easy task with six limbs working in tandem. With her pulled up against him as little spoon, the two of them soon found themselves lying on their side, Leo's large furry body wrapped around hers.

"So, when we go to the caverns I mentioned earlier..." Freya said softly, tilting her head up so she was looking at him over her shoulder. "We're going to do that again, but with a lot more noise, right?"

The idea of completely dominating this succubus and making her scream at the top of her lungs made Leo's lips twitch into a smile, bearing teeth. After all, Freya did like a bit of fear in the mix, perhaps it would be all the better when they were hours from anyone else.

"You're damn right we will," he breathed, running a single claw up her belly, sending shivers through her body. "And you're going to wish we could stay."