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It didn't take a genius to know exactly what was going on behind the door; the sounds alone told Fern everything she needed to know, not that it prepared her in any way to actually see it. Her hand trembled as she reached for the handle, given pause by the obscene sounds coming from behind. It took a moment but eventually she decided to just do it, scrunching up her face and steeling her resolve before grabbing the handle and throwing the door open. She really was in no way prepared for the actual sight in front of her.
"Mmmm, mmaah! Ah yes, more! You're doing so well!" Frieren's voice reached Fern's ear much more clearly as she stood in the open doorway, eyes wide as she saw in person what was happening with the sounds seemingly more obscene in person. Because right in front of her face, you were holding Frieren up by her ass to bounce her petite frame up and down your cock as she held on tightly with her arms clasped behind your neck. The look on her face - pure bliss - was almost distracting for Fern but there was no distracting from the sounds being made from your colliding bodies.
Plap! Plap! Plap! It sounded so messy, so sloppy each time Frieren's tight pussy swallowed your cock whole. Liquid arousal and sweat splashed each time your pelvises met, your balls swinging up from the ferocity of your thrusts to smack against Frieren's ass which rippled each time you brought her down on your cock. It was an insane sight for Fern to behold, leaving her completely speechless and only able to watch, something that couldn't be said for you and Frieren in return as you both only got louder - you didn't even seem to notice Fern but there was a reason for both.
"Frieren!" The way you spoke the name of her mentor was again all Fern needed to know what was about to come. The way your face scrunched up, the way you grunted, the way your fingers dug into her ass to bounce her on your cock whilst her nightgown fluttered, it said everything needing to be said from you. As for Fern, her mouth opened but not to speak, only to stare agape as you suddenly started to pump your hips like pistons up into Frieren as the elf actively encouraged you.
Hands sliding up from behind your neck to cup your face - almost tenderly - Frieren had you look her in the eyes as she told you to "do it". She told you to let go, to let it all out for her. "Do it inside me!" She gasped out before she threw her head back and cried out from the pleasure of you lifting her hips once more and dragging her body back down onto your embedded cock, piercing deep inside her tightness as you came inside her. And at the exact same moment, Frieren also came.
It was an intense sight for Fern, maybe even more than the actual fucking she saw you give her mentor. The way both of you tensed up, bodies rattling with the shockwaves of pleasure as you met in climax, it made Fern's knees shake just watching. To see her Mistress Frieren quaking so much, arching her back and pushing her chest (as small as it was) against yours as she let out whines from her orgasm, it was a sight she'd never expect to see. Then there was your reaction to your climax, squeezing Frieren's ass even more as your balls churned whilst shooting spurt after spurt of your seed into her elven pussy. Your groans were so guttural, it made Fern bite her lip before things seemed to calm down.
Both of you were breathing heavily, Frieren's breaths were ragged pants as she again raised her hands to your face to have you look at her again. Staring back at you, a smile graced her lips as she started to praise your efforts.
"You did so well, Good Boy" her words were almost teasingly as she caressed your face, patting your cheek at the same time but you only looked amused and playfully asked if you'd get a reward for doing so well - as if fucking her tight pussy wasn't a prize enough. Frieren laughed at this, calling you greedy but seemingly relented and agreed to give you one more reward for working so hard to please her. And with that, Frieren went to lean in to kiss you which was the point things really started to slow down for Fern.
Like time itself was on pause, her heart racing in her ears, Fern's eyes went wider than they already were from just watching you and Frieren fuck. Really it should probably be the other way around that garnered the greater reaction but even now the two of you seemed oblivious to Fern's presence and were fully ready to start making out. She couldn't allow that!
"Stop!" Fern finally spoke up, breaking the brief moment of silence to interrupt what was about to happen and it did work. Both you and Frieren did pause just as your lips were about to touch, turning in the direction of the door to see Fern with her fists clenched down by her sides as she leaned forward for her exclamation. Another silence filled the air after this, the ragged breathing notwithstanding as you all stared at each other.
"Fern, what are you doing here?" Frieren eventually broke the silence first, raising the question that seemed to floor Fern due to how casually it was asked before she stammered out her response - she was meant to be the one asking questions. "M-me? What about you? W-hat do you two think you're doing?!" She demanded as you were still holding Frieren up in the air, hands still on her ass to support her as she still had your cock buried deep inside her gripping snatch.
As for Fern's question. It was again Frieren to speak to answer her with the response flooring Fern even more. "Isn't it obvious? I am enjoying some intimate time with my lover." She was as casual as ever, as if not picking up on the visual cues that were Fern's expressions as her eyes widened even more and she staggered back like a gust of wind hit her before repeating the last word - "L-Lo-Lover?"
Things became muffled for a moment after this, Frieren's mouth moved but Fern heard nothing as she was trying to fully comprehend what she just heard. But then even if she couldn't hear, she could still see as she watched Frieren pat your cheek and you lifted her off your cock to lower her back to the floor where she stood on shaking legs with your cum pooling out of her pussy and dripping to the floor. There was no shame on her face as she stood there with a satisfied smile, leaking your seed as her nightgown was as disheveled as her hair - then there was the way your cock stood erect still and glistening with Frieren's juices.
"Yes Fern, he and I are Lovers. As such we were enjoying each other's company and he is certainly good company" the short elf smirked salaciously as she turned to you, grasping your cock and enjoying how it throbbed from her touch. But at the same time and despite your physical arousal, you seemed to be realising the things Frieren wasn't. Or at least you had some shame about being interrupted during your private time with Frieren, shame which she clearly lacked as she stroked you so blatantly.
Even as you tried to say that you should maybe pause for a moment, Frieren just smirked and teased you for being "shy", calling it cute. "Maybe that's a reason I fell for you, come here" she leaned up on her tip-toes and reached her other arm to pull you down towards her so she could go through with the kiss she intended to "reward" you with before. But again Fern interrupted.
"No, I can't allow this!" The Mage then exclaimed before suddenly barrelling forward, arms outstretched and palms open wide as she threw them into your chest. Shoving you back, momentum carried Fern forward as she knocked you onto the bed which you could habe been using when fucking Frieren but which she suggested the alternative of making use of your height difference. She loved being held in your arms and bounced on your cock, unable to touch the ground due to her height. It really got her going to feel so small in your arms as you drag her along your cock - sometimes Frieren doesn't even hold onto you and lets you "use" her as a reward for being a "Good Boy".
But onto the matter at hand; it took a moment to recover from the impact, your head spinning from how sudden it was but soon enough you started to focus again and lifted your head to come face-to-face with Fern. Specifically your nose bumped hers as she breathed heavily, flushed pink in the cheeks as her hands were pinned by your head. You both just stared at each other even as the realisations continued to dawn that she was straddling her, her ass pressed to your cock as her own gown rode up.
At the same time, Frieren was also watching but her expression wasn't as expected. Maybe she should be shocked, perhaps a little frustrated at what Fern just did but instead she had a look of...curiosity? Cocking her head to the side, the elf had thoughts running in her head as she made her way over to bed and climbed on to kneel beside you and Fern. You both looked at Frieren as she leaned forward on her hands and knees, her eyes scanning over Fern's features before she leaned closer to make an even more surprising proposition to the girl she was a mentor and even a motherly figure to.
"Do you want to have sex with him too?" The older woman asked so casually, leaving you stunned as Fern's face burned a hot crimson whilst Frieren continued. "You can if you want, I can teach you some things" she was so calm despite what she was offering, still as clueless to romance as ever despite how far you’ve gone, before turning to you and asking what you thought.
"Would you want to have sex with Fern too? I think she really likes you" Frieren continued her cavalier approach to the matter at hand and you stumbled over your words before looking at Fern again, intending to ask for her to explain herself but no words formed. All in all well too, seeing she grabbed your shoulders and shoved you to lay down as she made the proclamation that she did want to have sex with you.
"I...I really like you, I can't just allow Mistress Frieren to have you!" There was a possessiveness to her words before an even greater possessiveness to her actions as she stole the opportunity for what Frieren intended by suddenly mashing her lips to yours. Face scrunched up, cheeks burning hot, Fern kissed you as your arms went up in the air before being caught by your original partner. Glancing to Frieren, seeing her smile despite the situation, she guided your hands to Fern's waist and you held her as she kissed you deeper. Then with a nod of encouragement from the older woman present, you even leaned in to kiss Fern back as she slowly relaxed even if it was only physically.
Mentally she was a mess, screaming internally about things not going how she ever intended. She wanted to tell you about how she felt but never like this, but her options were limited. Despite your closeness, Fern never even realised your relationship with Frieren and it left her scrambled, desperate even. She acted out of line and expected anger from her mentor for her methods but instead Frieren leaned in with a smile as she encouraged what was happening, you even leaned into the kiss more and held Fern so gently before she pulled back with a shaky whisper and plea.
"Do with me what you do with Mistress Frieren. please, I want to feel it too" her voice trembled and you were silent, still reeling from all that was happening whereas Frieren seemed happy to move things along.
"In that case...!" The elf suddenly grasped Fern's hand, pulling her from your lap and letting you sit up as she knelt both of them down in front of you, letting Fern come face-to-face with your cock. Still hard, still glistening from Frieren's pussy, it cast a shadow over Fern's shocked face as Frieren grinned lustfully at the sight of it. "As eager as ever? Good Boy" she playfully remarked, making you throb again before she reached forward and grasped it, stroking it as she had before whilst looking at Fern.
Asking her pupil what she thought, Frieren was met with a quiet and shy response of a single word - "big". It made Frieren laugh before Fern asked a clearer question; "how does it even fit inside you?" Fern was growing increasingly shy and bashful now, only to let out a gasp when Frieren gave a visual example and wrapped her mouth around your entire cock, swallowing the whole thing with ease and without shame. And even then she held herself down, staring up at you as your face scrunched up from the sudden deepthroating, fists clenching by your side as you moaned before feeling Frieren pull herself back.
Slowly, teasingly, dragging her tongue along the shaft, Frieren popped her lips off your cock before looking at Fern and telling her to give it a try. The student flushed redder than before at the suggestion but she barely had time to say anything before Frieren brought your cock to her lips and placed a hand on her head. "Go on, try it" the mentor continued to encourage and Fern gulped before looking at you and you were about to say something but you only moaned again when Fern's lips wrapped around the tip.
She had her eyes shut tight as she did this, cheeks burning hotter than ever and radiating her embarrassment but she still did it. She even leaned forward a little, not to boldly swallow the whole thing like her mentor did but you weren't going to hold it against her. After all, there was its own pleasure in Fern's slower method, especially when her eyes opened to look up into yours as she got part way down before needing to pause. There she remained for a moment, your cock's taste mixed with Frieren's pussy and juices resting on her tongue before she felt a pair of hands on her head.
"That's it, Fern" Frieren whispered softly, but at the same time with an alluring purr. "Now come back up and then go down again" she guided, pulling gently on Fern's head to physically assist her and your tip rested at Fern's lips for a moment before she (with Frieren's push) went back down again, taking a little more of your cock than before this time before coming back up again.
Rinse and repeat, you let out more moans as Fern was slowly bobbing her head along your cock. She was still nervous, clearly inexperienced but she was getting the hang of it rather quickly thanks to her mentor's help. Then there was how your moans motivated her, prompting Fern to even dare taking more only to gag a little and pull back. She took a moment to recover from this, time which Frieren kept you stimulated by stroking your shaft before again guiding you back into Fern's mouth.
"Fuck" you couldn't help but swear under your breath, staring up at the ceiling of the room before again looking down as another pair of lips were upon you. Frieren wasn't just going to sideline herself after all, even if she was holding the back of Fern's head and stroking the length of your shaft which her pupil just couldn't manage, the older woman had leaned down to close her lips around your balls. Giving you lustful eyes, she sucked on your nuts to assist in the blowjob you were receiving and it was almost overwhelming.
Already you were throbbing, balls aching to release again and Frieren found herself wound up more and more by this. Sucking you off beside Fern, it wasn't something she ever contemplated doing but in the moment it got her pussy leaking even more than she was with your seed. It made her remove the hand from your shaft so she could reach down and insert two fingers into herself, masturbating whilst still guiding Fern and sucking your balls.
"Keep it up Fern, he's getting close already" Frieren then mumbled around your nuts, her words sending a shiver up Fern's back as she was still getting her head around the fact she was doing this. Not that she wasn't enjoying it; hearing you moan from what she was doing, guided by her Mistress Frieren (insecurities about someone being with you first having passed by now) it all made her body feel hotter, especially between her legs. Such was why Fern rubbed her thighs together, whimpering moans rumbling around you as her clothes restricted friction, meaning she was doing nothing for her own arousal but the vibrations of her voice seemed to be enough to tip you.
"Fern, Frieren" you groaned both their names, impulsively bucking your hips which pushed your cock further into Fern's throat and she did gag a little but she held strong as you were cumming. Blowing your load, this time into her mouth, you still released a lot even after the creampie you gave Frieren. There was so much in fact that Fern's cheeks puffed out and even then your seed still managed to spill past her lips - Frieren tended to this quickly.
What compelled her to was likely driven to her lust as the older woman leaned up from your churning balls to lick around Fern's mouth, lapping up your seed that escaped her pupil whilst also giving you sultry eyes. Then you could only sit back and watch Frieren let impulse slide guide her too, tilting her head to slip her tongue into Fern's mouth much to the Mage's surprise. But she didn't object, rather Fern moaned as she shared a cum-swapping kiss with her mentor who even went as far as reaching to fondle her chest.
"Mistress Frieren" Fern's mewls were muffled by this kiss as she also leaned in more whilst both of them looked up at you as you watched them before Frieren pulled back, a string of saliva joining their tongues before she asked the question - "Do you want to feel him inside you?"
The question lingered for barely a second before Fern nodded her head, failing to hide her enthusiasm as her mentor guided her up from her knees and into your lap. Straddling you, Fern stared with her cheeks illuminant as Frieren was raising her gown to show off her pupil's panties, soaked through with arousal to show the outline of her pussy. You continued to stare in silence for a moment before lifting your gaze to Fern as she nervously asked if you would continue with her.
"I...really want to feel what Mistress Frieren feels" She bit her lip as she spoke before receiving an answer quickly as your hands reached around to squeeze her ass. Fern yelped from this before mewling as your fingers dug into her soft flesh, just like you had with Frieren before lifting her up as the aforementioned elf pulled aside Fern's underwear. Then Fern lowered again, her glistening pussy lips opening around your tip as you prodded her entrance before letting her sink the rest of the way.
From where you laid beneath her you got a clear view of how her eyes glazed over, they even rolled up slightly as she penetrated herself on you with her arms shaking as she used the, to brace against your chest. Already Fern was panting, moaning as you stretched her more than she expected and quaking as she thought aloud just how Frieren was able to take it.
"He was so rough with Mistress Frieren, and to think he's only just entered me and I..." Fern's face scrunched up as she fought the urge to cum already, balling her fists and dragging her nails across your torso just light enough to not break the skin. Meanwhile you continue to grope her ass, kneading and squeezing it whilst watching her expressions before glancing at Frieren as she leaned to her disciple's ear.
"How does it feel, Fern?" The older woman asked in a low, purring whisper. It was a tone that made Fern shudder before she gasped as small hands wrapped around her to grope her through her own gown. "Do you want to start moving first, or should he?" Frieren continued to probe whilst kneading the large breasts in her hands, enjoying the way Fern whimpered from her evident arousal before she took the initiative and started to move first - although she was slow at first.
Not in any rush to shame herself by cumming too quickly, Fern pushed up slowly off your chest as she looked down at you. Lips pursed, you groaned as her tightness relinquished its grip before squeezing around you again - Fern was almost as tight as Frieren, mostly due to her inexperience which showed clearly at her rather clumsy motions. Fortunately, Fern had her mentor beside her and Frieren was eager to guide.
Sliding her hands to Fern's waist, the elf assisted in lifting her hips up again before pushing down and Fern let out a long moan whilst clenching her thighs against you. Then there was how you kept a hold of her rear, making use of this grip by rocking Fern back and forth slightly as you did the same with your own hips. Another long moan spilled from her lips from this but still Fern managed to cling to her composure as she kept her pace steady, that is until you started to thrust upwards into her.
It wasn't even a sharp thrust, it was nothing as rough as you'd give Frieren but Fern reacted as if you just jammed yourself deep into her. Stiffening up, clenching around you, she was suddenly overwhelmed by the orgasm she had been desperately fending off since taking you into her. Cumming around you, squeezing you with a vice-like grip, the Mage's eyes glazed over slightly as she cried out but her hips didn't stop moving.
In fact it was like a rush of adrenaline coursed through her, making her hips move even as she quaked from her orgasm as she even bounced her hips against you. "Keep...going" She then gasped out, staring at you with dizzy eyes as she insisted that she could do it when you asked if she was sure, not wanting her to overdo but still taking her at her word. "I want to feel the pleasure Mistress Frieren feels, I want it too because I...I love you just like she does!" Fern exclaimed, gaining a second win when the orgasm that just hit her subsided as she suddenly started to bounce herself faster.
Desperate to prove the love she just claimed, wanting to show she was just as competent a lover as her mentor, Fern rode your cock as she felt the hands upon her grope her more. Frieren was of course happy to see her pupil test herself, she found it arousing to see another woman compete for her lover and it was all the more delicious to know it was the same person she saw as a daughter figure. The lustful elf even encouraged Fern to give it her all, leaning to her ear whilst groping her chest to whisper that she could do it.
As for you, you were trying to reel things in a bit by suggesting Fern steady herself. "Don't overdo I...mmmph" you were cut off as her arms went around your head, pulling your face into her cleavage as she leaned down against you. It smothered you a little, throwing you into disarray for a moment before you recovered and sunk into the pillowy softeners of her tits as she bounced her hips in your lap.
"I-I'm fine...please, keep going." She insisted and although you were slightly hesitant, your hands still found her ass again to help bounce her as you thrust upwards. You even met her pace rather quickly, sending sparks of pleasure up Fern's spine as she threw her head back to stare at the ceiling. Like before she was already overwhelmed by the pleasure but at the same time she wanted more, persisting through the fogginess that filled her mind as she continued to embrace your head into her chest whilst moaning your name.
"I love you" She then professed again. "I really do, I wanted to tell you before but didn't know how. Then I saw you with Mistress Frieren and... I'm sorry that I imposed it like this but I just wanted to feel this too" she apologised only for Frieren to come up behind her again, embracing Fern again and leaning to whisper to her that it was fine.
"I don't mind sharing, this just gives me the chance to teach you a few things," she purred mischievously, the glint in her eyes making Fern a little nervous but also intriguing her as she asked what sort of things her mentor was referring to outside the deepthroating. Grinning wider, Frieren leaned closer and whispered directly into Fern's ear her answer - "I could teach you what really gets him going" the elf said before leaning down to you and pulling your head back from Fern's bosom.
You caught the briefest glimpse of Frieren's glint before she leaned and bit your neck, something she would always do when she wanted you to be extra rough and it had gotten to the point of being a trigger. As such you suddenly started thrusting into Fern with more drive, faster and harder and even deeper to make her cum again on the spot before you realised it. You nearly slowed down when realising your "mistake" only for Fern to do as her mentor did and it resulted in something even more intense.
Suddenly flipping your position, you pinned Fern as you started force into her and she kicked her legs out whilst muffling her wailing moans into your neck. "Frieren, you're a bad influence" you scolded the elf who took the fingering herself as she knelt beside you, watching you plough the same woman she saw as a daughter like you would her.
"I-it's...f-fine!" Fern defended her mentor, drooling at the corner of her mouth as your thrusts persisted as she told you she wanted it just like this. "J-Just like M-Mistress Frieren, give it t-to me like you would Mistress Freiren...l-love me like Mistress Frieren!" Fern bit your neck again, not to provoke your intensity but to anchor herself as the inevitable outcome came and you leaned into her more.
"Alright Fern!" You grunted, reaching and hooking your arms under her legs to lift and fold them to her chest. "Oh, a Mating Press, that must mean you're close" Frieren thought aloud as she saw this, watching Fern's eyes glaze over more and more as you pounded her pussy in such a position. Fingers deep in her own pussy, Frieren relished in the sight before her as you leaned in close to Fern to tell her yourself that you were about to cum to which she gasped out that she'd wanted it deep inside of her - just like her Mistress Frieren - but with another reason request attached to the end.
"K-kiss me" her voice shook as she added this, eyes crossing as she gasped raggedly before being you heeded her wishes, just in time too as it muffled the moans and groans you both elicited as you slammed forward one last time. Burying yourself to the hilt balls deep inside of her, you then started to flood Fern's hot pussy with your even hotter load as she was sent spiralling into another orgasm of her own.
Wailing from the rush of euphoria, the usually quiet woman was in rapture as she felt you creampie her. Toes curling, fingers clutching desperately at you, eyes completely vacant for the moment - Fern's mind went blank for a good few seconds before slowly coming back to the feeling of your lips moving with hers.
Vision clearing, she stared up at you as you stared back, sinking into the kiss you were giving her with her grasp on you weakening until it fell. But still you kissed her, calming down yourself as you even ran a hand through her long, sweat-matted hair and gently kneaded her chest. It was a sudden shift from aggressive to tender but it made Fern weak nonetheless as she languidly reciprocated before falling back as the string of saliva between your tongues severed, leaving you both breathing heavily as you stared at each other.
As the both of you were taking a brief moment to recuperate after such a feral fucking, Frieren herself was also just calming down from the orgasm that coated her fingers in her juices. Shuddering, the elf recovered much quicker before leaning herself down over Fern's face, kicking her feet up behind her as she asked her pupil how she was feeling after that.
"Did it feel good for you?" The elf grinned as Fern dizzily nodded, a dazed smile on her lips as she replied that it felt amazing. "I'm so happy, thank you for doing this" her eyes were still a little unfocused but they remained on you as you answered that you were glad she enjoyed it before she turned back to Frieren and thanked her mentor for allowing it.
"I'm sorry for intruding, for barging between you, I just..." silenced with a finger to her lips being replaced by Frieren's for a brief and calming kiss, the elf then pulled back to again assure that it wasn't fine. "Like I said, it gives me the chance to teach you a few things...maybe next time I can even show you how to take him anal" she grinned with Fern biting her lip, the idea seeming enticing before Frieren turned to you to ask if you would up for that. "Or maybe we can show her now, if you have the energy that is?" She asked only for you to collapse atop Fern, face in her tits again as you were all tuckered out after tending to both of them.
Admittedly, Frieren was a little disappointed you couldn't go one more round with her but she wouldn't push you - you had pleased her enough by satisfying Fern after all so she wouldn't push you. Instead she flopped herself atop you as you had Fern, wrapping her arms around you and pulling to roll you on your back so they could both snuggle up to you as your own arms flopped around them.
Face-to-face with her mentor again, Fern breathed a satisfied breath as Frieren told her to get some rest. "You did well tonight, considering it was your first time with him" she praised with Fern offering her thanks, nuzzling into you and coping that she loved you to which you met her with a peck on the cheek. You then did the same for Frieren, only for the elf to steal a kiss on the kiss too before laying herself down and even taking Fern's hand across your chest.
With that, a wave of exhaustion hit all three of you as you each passed out quickly. Satisfied and also eager to see how things would progress now Fern made her feelings clear as sudden as it was. Maybe next time she'll be able to hold out long too, especially with the mentoring of her Mistress Frieren.
For the time being you would each have to take this time together as a learning experience.