Chapter 0 - First Frieren FicFirst Frieren Fic
"And what is this, Ms. Frieren?" Fern asked, leaning in to study the smokey purple potion her mentor held in her hands.
"A potion," Frieren replied blandly, running her thumb over the raised glass that formed a pattern on the side of the bottle. Fern kept on staring for the moment or so it took Frieren to continue. "That turns the drinker into a child." She smirked up at Fern. "This is also the sort of thing that men enjoy."
Fern stared down at Frieren. Frieren stared back up at Fern. Stark looked out the window and tried to pretend that he wasn't here and that he wasn't hearing anything. Finally, Fern sighed heavily.
"How much did you pay for this?"
Both of the humans flinched at the sum that Frieren named. Frieren didn't show the slightest sign of guilt or worry, though, just staring right back at the purple-haired teenager.
Rather than say anything, Fern reached down for the bottle, trying to grab at it. Frieren didn't cooperate with that, struggling to keep it in her own hand. The two of them ended up on the inn's bed, pressed against each other in a way that drew Stark's eye and kept it there, growing wide as he watched the two women he spent all day, every day with, rubbing back and forth against each other.
"You should know better than to spend that sort of money, Ms. Frieren!" Fern cried out as she tried to uncap the bottle and press it into the elf's mouth. "Really!"
Frieren didn't try to justify herself, she just worked on keeping the bottle away from her mouth. Which meant that when they flipped over, Fern was the one who got the potion splashed down on her. Right into her open mouth as she prepared to scold her mentor again.
"Oh," Frieren said softly as she stared down at her student. She wasn't the only staring, Stark rising out of his chair with a soft cry as he looked at his crush as she started to shrink. "Oh my."
"Ms. Frieren," Fern wailed plaintively as she changed to how she had used to look almost a decade ago. "Look at what you did!"
"Yes," Frieren said with a nod as she stared down at the purple-haired girl. "You haven't looked like this for a while."
While Fern's body might have shrunk, her clothes didn't shrink as well. Her white dress and black robes were massively oversized on her small body now and slid right off of her as she sat upright. She blushed and covered her chest with her arms, though with her current state, there was nothing there, not in comparison to the generous breasts that she had when she was her proper size and age.
"How, what, how do I get back?" Fern asked, almost wailing as she looked down at her body, slender and skinny and flat now. And very, very short, a good foot below her mentor's own height. "Ms. Frieren!"
"The potion should wear off in a few hours," Frieren said calmly, sitting on the side of the bed and patting Fern's shoulder. "Don't worry."
Fern pouted at Frieren at that, crossing her arms over her chest and staring. It seemed to wash off her mentor like water off of a rock. Frieren just stared right back at her, face blank.
And Fern was still naked, her clothes nowhere near the right size to fit on her newly shrunken frame. Her hair was as long as normal, though, reaching down to just above her rear in the three-part style that she wore it in.
They both turned to look at Stark as he coughed, crossing his legs over one another and facing away from the pair of them. Frieren nodded in understanding.
"This is the sort of thing that men like," she repeated, gesturing at the brown-haired boy, who squeaked as he became aware he was the center of conversation now. "As you can see."
"That's just wrong," Fern said, still pouting cutely as she crossed her arms and tried to draw her clothes over her lap to cover herself up even if she couldn't wear them. "It's really wrong."
Stark didn't say anything and continued trying to stare out the window. His gaze kept on coming back to Fern, though, and his cheeks got redder each time that he glanced at her. Fern loudly sighed and shook her head at one glance, looking at her mentor once again.
The smile that appeared on Frieren's face was extremely worrying, for obvious reasons. Fern swallowed as she stared at it and the feeling of Frieren grabbing her didn't make her feel any more at ease.
Frieren drew Fern into her lap, wrapping her arms around the younger girl and resting her hands on Fern's hips. Their heads still weren't on the same level as one another but they were close enough that it was easy enough for the two of them to kiss. Fern made a shocked sound as she felt her mentor's lips against hers. Especially because Frieren was actually a pretty good kisser, as it turned out, knowing just what to do.
Stark's attention was very firmly fixed on the pair of them by now. He was staring with wide eyes at the scene, panting for breath softly as he watched this happening. He wasn't even remembering to cover his crotch now, letting both women see the hard rod straining against his pants. Though Frieren's skillful kissing was keeping Fern's attention pretty firmly fixed on her.
Frieren's hands went down to squeeze at Fern's tight ass, kneading the cheeks there and making Fern moan as she rocked back and forth. She was panting softly as she kept on getting kissed, her own efforts to return the gestures not working out too well, thanks to her extreme inexperience.
It was still having an effect on her, though. There was a heat blossoming to life inside of Fern's crotch and she moaned softly as she felt it spreading through her, making her feel far better than she would have thought possible. She could feel the red on her cheeks and glanced at Stark again for a moment before focusing her attention on her mentor as the elf's tongue slid around inside of her mouth some more.
Fern's small hands clung to the elf's robes, grabbing down and squeezing tightly. She gasped again as she kept on getting kissed, though it was no longer on the mouth. Frieren was working her way further and further down along Fern's small body. She lingered over the nearly completely flat breasts for a minute and then kept on going, arriving at Fern's pussy.
Fern let out a loud gasp as she felt Frieren's tongue slide back and forth along there. She mewled, shaking her head back and forth as she panted, feeling the tongue working there. The arousal that she had already been feeling suddenly skyrocketed inside of her, flowing up and out of her in a way that was impossible for her to describe. She could only mewl softly as she felt the tongue sliding back and forth.
"Ms. Frieren," Fern moaned, staring down into Frieren's amused eyes as the much older woman kept on working. "What, what are you doing. Oh…."
Stark was watching with a keen interest from nearby, his eyes wide as he stared at just what was going on right now. He was panting softly as he rubbed his crotch through his pants, taking this all in as he kept on staring.
"This is yet another thing that men like," Frieren said, not moving her mouth away from Fern's pussy and letting her warm breath puff over Fern's damp folds. "They really enjoy seeing two or more naked women."
Frieren wasn't naked and Fern was about to point that out. Then she shrugged out of her white robes, leaving her in just her black leggings. Fern and Stark both stared. They had seen her naked before, Fern far more often than Stark, but there was a radical difference between most situations and now. They both swallowed as they stared.
And Frieren kept on eating Fern out, moving her tongue back and forth against the increasingly wet pussy and making Fern loudly moan before clapping her hands over her mouth and blushing hard. There was a clear smirk in Frieren's eyes at that but she didn't stop her work. She just kept on going, as Fern started to twist and wiggle around on the bed, panting loudly as she got eaten out by the other woman.
"If you want to do more than just watch, Stark," Frieren said, lifting her head up while her fingers took over for her tongue, "I wouldn't mind."
Stark swallowed hard at that, staring at Frieren's body. It might not have the erotic appeal of Fern's in either state but it was still the naked body of a woman and he was still a teenage boy. That was the sort of thing that could get him really interested.
So Fern was probably the only one surprised when he unsteadily stood up and took half a step over towards Frieren. His eyes were constantly flicking back and forth between the pair of them and he couldn't seem to decide which one he wanted to look at more.
He ended up behind Frieren, though, reaching down and grabbing her firm rear, kneading the pale skin in his strong hands. Frieren made a grunting sound and swung her hips back and forth as she looked over her shoulder before returning to what she was doing, moving her tongue back and forth against Fern's pussy.
Fern was still feeling very good from all of this, she was just less certain if she wanted to be seeing Stark fucking her mentor. And she was unsure if she wanted to see Ms. Frieren having sex with anyone and, separately, if she wanted to see Stark having sex with anyone.
She couldn't find a way to put any of that, though, and just watched as Stark lined himself up with Frieren. Then he slid inside of her, making the elf grunt softly. And continue to eat Fern out, which was doing a very good job indeed of distracting her and making her feel absolutely amazing as she kept on getting tended to. She could feel the heat spreading all through her and the stiffness in her nipples wasn't quite like anything else that she had ever felt before. She could only pant heavily as she kept on getting taken care of, the pleasure rising inside of her in a way that was very different from the times when she would play with herself.
And there was something enjoyable about the sight of Stark moving back and forth behind Frieren. Fern couldn't exactly what it was but she really liked it, seeing how he was moving back and forth. And Frieren was obviously enjoying it as well, making plenty of satisfied sounds as she got taken care of.
Fern blushed and closed her eyes, panting as she kept on feeling the pleasure rising and rising inside of her as she was taken care of. It was all just feeling so good inside of her right now, the way that the pleasure was rising and rising and she could only moan softly as she felt the tongue sliding back and forth along her insides, stirring her up and making her tremble and twitch in blissful pleasure as she was taken care of.
And the satisfaction was rising higher and higher inside of her as she was eaten out. She was gasping deeply as she felt this happening, tossing her head from side to side as she was taken care of, pushed past her limits and towards something that was going to be really wonderful.
Then it happened and Fern whimpered loudly as her entire body spasmed. She gasped, her eyes going wide as she felt the bliss pouring through her, so hot and so good and just so amazing. She could only continue to twitch and tremble for a long while on the bed as she felt herself continue to cum as she got to feel like this. It was just so good, just so amazing and she loved it all so much.
It lasted for quite a while and when the pleasure had finally finished pulsing inside of her, Fern was left laying on the bed, panting and trembling. She felt like there wasn't any energy left in her body but even as she thought that, she looked at Stark and Frieren and instantly felt a fresh surge of lust inside of her.
This was all far, far beyond anything that she had ever let herself think about before but it was still happening right in front of her and Fern was finding it all to be so very hot and interesting and arousing. She swallowed hard as she stared at it, running her eyes back and forth over the scene in front of her and trembling at just how great it all was. Wow. Wow, wow.
Frieren was making some sounds that clearly showed how much she was enjoying this. She was rocking back and forth again and again as she got taken and for all that Stark's penis was not impressive, he was still putting a lot of energy into what he was doing, slamming into the elf over and over again. She was clearly enjoying this all as well, moaning softly as she got taken, stretched out and used.
And they both kept on looking at Fern, staring at her naked, slender body. Fern was used to getting a certain kind of look normally, with how large her breasts were. But it was another thing entirely to have people looking at her like that with this body. And she was naked, besides. And staying naked instead of quickly changing into her sleep robes or the like.
Frieren ran her hands up along Fern's body, moving to her chest. There was very little there but Fern wasn't completely flat. It still made her moan softly as she got touched, feeling the small mounds getting stroked and pushed around. She swallowed hard as she got touched like that, blushing at the sensations that rose and rose inside of her as she got touched and played with.
Stark was watching the entire thing happen, too. Staring down with wide eyes as he kept on thrusting in and out of Frieren. Fern stared back at him, unsure what she was feeling right now.
Whatever might be showing on her face, it was obviously something that Stark loved. He gasped loudly and pushed himself forward hard enough to make Frieren's entire body jiggle. Then he held himself there, making all kinds of sounds. They were sounds that Fern had heard from him before, though she had never tried to find out what they meant. She had a good enough idea anyways and now it was being confirmed as he clearly came inside of her mentor.
Frieren sighed softly as it happened, staying right where she was as she was filled up. It was hard to tell what she was feeling from that, but she certainly didn't complain. She just leaned forward and kissed Fern on the lips again.
That felt very nice for Fern and she sighed as she felt the tongue on her lips and the hands on her body. She tried to return the favor but her arms were awfully short right now. It still felt pleasant to stroke Frieren's body, feeling the softness of the skin underneath her fingertips.
"That was enjoyable," Frieren said, rolling to the side and laying on the side of the bed. "But you should do that to Fern as well."
Fern made a soft gasping sound at that, glancing at her mentor and then at Stark. Stark was still hard, his shaft standing up in the air. Fern swallowed at that and then looked down at herself. Well, it would certainly be better for someone like Stark to try to do something with such a tiny body as hers than someone larger.
And Fern was still feeling pretty tingly all over, still feeling awfully interested in maybe getting to do something really fun. She swallowed as she stared up at Stark and then spread her thighs apart, blushing strongly as she did so. Stark blushed a lot as well as he stared, his eyes intent as he looked down at her.
"Go ahead," Frieren said, grabbing Stark's wrist and tugging him forward. "She wants you to try it."
Fern would never have said that but it was still true. She shivered as Stark loomed over her, looking very… large right now. Not down there, obviously, but the rest of him looked big from this angle and given Fern's circumstances.
Now it was Stark's hands on Fern's body, stroking her and touching her. Fern sighed softly as she felt herself getting touched and toyed with like this. It made her feel kind of good, actually, the pleasure inside of her rising as she was touched and stroked. She panted softly as she felt herself getting built up and up, the pleasure bubbling inside of her body as she was taken care of.
Especially down there. Stark's fingers made her feel really good as they moved back and forth against her pussy. She sighed softly, closing her eyes as she felt the pleasure building and building inside of her as she got taken care of.
"You look really…" Stark didn't finish that sentence, which was good for him, because Fern didn't think that she would be pleased however it might end. "Are you ready for this?"
Fern thought that she was. She took a deep breath as she looked down at the cock. That thing would go inside of her and she really hoped that it would feel good as it moved back and forth.
Fern didn't like the thought of Frieren's wetness going inside of her own pussy, so she leaned forward and pressed her mouth against Stark's rod. She blushed as she looked at it and smelled it and before she could let herself think too much about what she was doing, she stuck her tongue out and started to lick it.
Stark really obviously liked that, going by the loud gasping sound that he made. He stared down at Fern and it was kind of funny how worked up and excited he looked over this right now. Fern glanced up at him and then kept on working. She didn't know what she was doing… or at least she didn't know how to do what she was doing, but she was still showing as much energy to this as she possibly could. And Stark seemed to be appreciating it, at the very least.
Fern was doing the best that she could with this, though her mouth was too small to properly fit down the entire shaft. She could do her best but she couldn't get her head more than halfway down along the shaft and her tongue was already pressed down against the base of her mouth. As for the taste, well, it wasn't something that Fern thought that she would seek out on her own.
At least Stark was liking it, panting heavily as he stared down at her with a big smile on his face. He really was enjoying this and Fern supposed that if he was feeling as good from this as she had felt from getting herself eaten out, she could see the sense in it. She went up and down a few more times but there was a heat and a wetness in her pussy that was demanding that she do more than just keep on sucking and licking on the shaft.
She blushed faintly at the thought and then looked back up at Stark, grabbing onto his well-developed muscles as he lifted her up. There was something enjoyable about being pressed up against his body like this and Fern thought that she could stand to have that happen a lot more often. And knowing men, he would appreciate being able to press himself against her proper form. Especially against her breasts. She was well aware of what people, especially men, thought of them. And even Frieren had made a comment or two about the size of her curves.
She ended up on his lap, feeling his rod sliding back and forth against her crotch. Fern blushed as she glanced down at it and then at Stark. He was looking awfully aroused and worked up right now and she could feel the wetness leaking out of her right now. This was all going to be as good as it could be, so she just took a deep breath and lifted herself up so that the tip of the cock was rubbing back and forth against her lower lips.
Fern could feel her mentor's eyes on her right now, staring at her. She didn't look to the side to see just what Frieren might be doing right now. Instead, she slowly lowered herself downwards, feeling the shaft pressing against her. And then going inside of her.
That really made Fern feel… quite a few different things as she got filled up. The stretching sensation, when she was so small no matter how worked up she might be, was the kind of thing that was not easy to deal with. She could only pant and moan as she felt the rod pushing her inner walls apart.
The look on Stark's face as he felt this happening was one that Fern might have found really funny normally. Right now, though, there were other things that she needed to be focusing on. She could only moan again as she was filled up, the shaft moving inside of her as she got stuffed. She swallowed hard as she felt the rod sliding deeper and deeper inside of her.
Frieren's tongue was nothing at all like this, nothing at all. Fern couldn't find anything else in her history that she could begin to compare this to. She could only sink further down along the shaft and then rise back up along it.
And it still felt really good. Amazingly good, in fact. She trembled as she felt the shaft moving inside of her, sliding back and forth against her inner walls as she got fucked. She moaned happily again and again as it happened, learning just why so many people were so interested in this sort of thing.
Stark's hands were on her hips, holding her in place. Not that Fern was trying to get away. She was just feeling far too fine as she kept on rising and falling, again and again. The way that this made her feel was awfully enjoyable and she didn't want to stop. Just do it again and again, feel the pleasure inside of her as she kept on going and going. She had already gotten one orgasm from Frieren's tongue and she wanted to give herself another, too. That would feel just so good and make everything be just great.
She moaned softly as she continued to rise and fall, over and over again. Each time, going down so deep and filling herself up like this, that was really nice. What would it feel like when Fern had her normal body back and Stark was still like this? Would it still feel as nice?
If it didn't, then maybe Stark could learn from Frieren just like how Fern did. Though he would be learning some rather different things.
That was something to consider for later and after considering a number of other things. Right now, Fern was just feeling really fine with what she was doing and she didn't want to stop. She just kept on going up and down, again and again as she felt the pleasure rising and spreading all through her body. It was a very nice sensation and it was obviously feeling great for Stark as well. He might not be that large but he was very hard as he kept on grunting as Fern rose up and down along him.
His hands were moving all over her body, touching and stroking and rubbing. It was making Fern feel pretty good, though not nearly as good as her pussy was making her feel as she kept on riding along the shaft again and again. She moaned once more as she kept on going, feeling the pleasure rising up and up inside of her as she went.
Fern really did think that she was going to cum soon. She liked that thought, liked it a lot. She shivered and kept on going, going, going, feeling the heat spreading out through every part of her body and demanding that she do more and go faster.
It was a bit difficult to decide just how fast and everything she should go but Fern managed to find a pace that felt great and that she could keep up for a long while. So she did just that, bouncing along the cock again and again and feeling it moving inside of her, the way that it rubbed against her and made her tremble.
Fern could hear the sounds that she was making. And unlike in a fight, she didn't see the point in trying to hide it all away behind a mask and not give any indication of what she was feeling. She just let it all slip out as she continued to ride, going up and down again and again as she worked. She could tell that her face was twitching a bit as well, contorting in different ways as she tried to deal with the bliss that she kept on feeling as she rose up and down along the rod again and again.
Nothing that she tried felt just right, really. The only thing that she could really decide on was that she wanted to keep on doing this and that she wanted to have another orgasm. That was just about everything that she could decide on right now.
So Fern got to work on making that happen, moaning softly as she lifted herself up and brought herself back down on the cock over and over again. She kept on loving how it made her feel, how the bliss poured through her body and made her ache and tingle as she kept on going, going, going. She licked her lips and stared into Stark's eyes as she bounced along his hard cock.
Fern couldn't tell which of them had been the one to start the kiss but they were kissing and it felt awfully good as they kissed and as she kept on moving. She could feel this wonderful heat passing all through her body as she felt the heat pulsing and pounding inside of her. Oh yes, yes, yes, this was going to make her cum very soon, she could tell.
A few more bounces like that, up and down, again and again, and Fern was pushed over the edge. She gasped loudly as she felt the sudden rush starting to move through her. It was very, very good and made her tremble and twitch as she kept on going, going, going. She looked up at Stark and whimpered as she felt herself clenching down tightly around his rod, squeezing the hard shaft as she trembled and twitched. She could only moan and pant for breath as she kept on cumming.
It took a while for the bliss to die down inside of her and when it did, Fern was still feeling excellent. And still feeling horny, at that. She trembled and looked up at Stark, knowing what she wanted but completely unable to come up with the right words to say it. She could only pant a bit more as she felt her inner walls clenching down around the shaft inside of her right now.
"Oh man," Stark groaned, his hands loosening their grip on her hips. "That was… really tight. Wow."
Fern felt a flicker of pride inside her heart at that and softly smiled. She rolled her hips back and forth a bit as she stared up at Stark, trying to get her breath back enough to let her continue to bounce along the rod. She wanted that, Star wanted that, there was no reason not to do it, she just needed to recover a bit and catch her breath.
As she did so, Stark touched her body in ways that made Fern gasp and tremble as she felt the fingers moving over her. It was very different from those times when she was the one to do it to herself and she moaned again at what she was feeling right now as the bliss rose up and bubbled inside of her. She really liked it a lot and she could feel the heat pouring through her body right now, so hot and demanding.
That was what drove her into starting to bounce along Stark's cock once again, lifting herself up and lowering herself down time after time. It felt very nice to feel the shaft moving inside of her, pressing her against her formerly-virginal walls and making her tremble and twitch. She sighed in pleasure as she kept on going and going, knowing that things were only going to improve from here.
Though whether they would keep on doing this sort of thing once the potion wore off and she was back to normal, well, that was something that Fern simply didn't have the space in her head to decide right now. She could only continue to bounce, bounce, bounce. The pleasure from that was enough for right now. More than enough for her and Stark as well.
As for Frieren, Fern let her eyes dart over to her mentor. She blushed as she looked at the elf touching herself. In all the long years that Fern had known Frieren, she had never seen the elf touch herself or do anything like that at all. So to see Frieren stroking her breasts and rubbing her pussy was a brand new sight to Fern and one that she found kind of enjoyable. Though not nearly as enjoyable as what was happening to her right now as she kept on lifting herself up and sliding down along the cock again and again.
Stark was making some puffing sounds as he kept on going and Fern thought that he was going to cum soon. Cum inside of her. That was a thought that Fern could only kind of picture inside of her head instead of having any real idea what it would be like. Well, unless she did something soon, she was going to find out exactly what it was like.
And rather than try to tell him not to do that, Fern just kept on rising up and down along the shaft again and again, waiting for the moment to arrive. Both of their moments, actually.
She could feel her orgasm inside of her, right at the point where it was going to happen and it would certainly feel amazing. Fern moaned softly, unable to stop the sound from slipping out. And she kept on going, going, going, feeling the heat pouring through her and making her twitch and tremble.
Stark still managed to reach that point before Fern did. He grunted loudly and his eyes got wide as he stared at Fern. His mouth fell open and before Fern could ask him what was going on, she got her answer.
That made her tremble and twitch as she felt the semen start to pour inside of her. Go very, very deep inside of her and feel very hot and, and, and it was all just so much for her to deal with. And she was starting to cum, too, the sensation of her insides getting painted white enough to make her gasp in bliss as she felt all of this happening to her.
Fern tried to say something to make it clear how much she was enjoying this but it was all just too much for her. All she could really do right now was pant and moan in pleasure as she felt the pleasure pouring through her. She rocked back and forth, feeling the heat inside of her, the stickiness as the semen clung to her inner walls and as the orgasm kept on racing through her.
Fern just sagged forward, resting against Stark's chest as she kept on cumming. She was just feeling so amazingly good right now and she was feeling very pleased and satisfied that she was getting to share that pleasure with someone else. Especially someone who was her… well, there was no reason to put a label on that. She just kept on enjoying herself as she felt herself twitch and tremble in satisfaction at what she was going through right now.
That was more than enough, really. More than enough to let her enjoy all of this and keep on panting as she rocked back and forth. She wasn't even trying to tell her hips to move like this, it was all just happening on their own and she wasn't objecting to the sensation in the slightest. Not when it was just so much fun and just so pleasurable.
Finally, Fern calmed down. She moaned softly as she settled down on top of Stark's lap. His cock was shrinking and she couldn't feel it pressing against her anymore. She could remember the feel of it, though. Oh yes, she most certainly could remember how it had felt in her, how it had made her feel to have that thing pressed inside of her and moving against her inner walls.
Fern still wasn't sure what she should say to Stark, so rather than try to come up with an answer to that, she just hugged him tightly for a second and then let go. She slid off of his lap and looked down at her well-fucked pussy, feeling the semen drooling out of her. That was… quite the sensation, something that she had never felt before and Fern thought might take a while to get properly used to.
"I hope you two had fun," Frieren said, still watching. She wasn't masturbating any more. If she had cum, then Fern had missed it. "This potion was a good purchase."
Fern crossed her arms over her small chest and pouted at Frieren. The elf just stared right back at her, her face blank and empty. Well, with what Fern was feeling right now and what she had gone through, she couldn't get too mad over it all. She just sighed and checked herself for any signs that the potion was wearing off and that she would be getting back to her normal size soon.
"Ah, that was…" Stark looked down at her again and blushed hard, moving his eyes off to the side. "Well, I guess it was…"
At least Fern wasn't the only one having trouble thinking of the right words to use for all of this. That made her feel a bit better. She still sighed heavily as she looked herself up and down and shook her head. She didn't think that this was going to be something that she would do often, or even once more. But, at least, it hadn't been all bad when it had happened.
Though maybe she should make sure that most of the group's money was in her bag and not Ms. Frieren's.