It was several weeks after the attack on Atlas. Salem and her forces had hit the kingdom hard, but with decisive action from team RWBY and the Aceops, they were able to not only push her back but even strike a blow that forced the Grimm Witch to return to hiding. The heat was turned back on, the wall fixed, the Amity Tower project was put back on track, and a few high-profile military personnel took a much-needed vacation.
One of the many strange results of this long battle was Penny Polendina who, after some quick thinking from RWBY, had her life saved by the Relic of Creation. In doing so, however, the android girl was turned into a human. Her friends were speechless when it happened, but have since bombarded the girl with various tips and pieces of advice on how to function as an organic girl. Penny was ecstatic to receive all the help, but there was one thing she didn't think any of them could help her with, but she knew who could.
Penny rapped her knuckles against the metal door, wincing slightly, and stepped back to look up at it. "Be right there," a woman calls from inside. A moment later the door slides open, the mountainous Aceops woman Elm standing there wearing her casual clothes, an oversized t-shirt, and a pair of grey sweats. “Penny? What do you need?” The woman asks with a yawn as she leans against the door frame.
“Ah, friend Elm!” Penny seemed almost surprised to see Elm, her freckled cheeks turning red, “It is very fortunate to run into you here,” She says, tapping her fingers together.
“At….my door?” Elm asks, cocking her head. “What’s up Pen? You feeling alright?”
“Oh I am most certainly excellent,” Penny says, quickly nodding her head. “I just had...a small...um...favor to ask you,” Her eyes shifted everywhere except Elm’s face.
“Sure kid, ask away, but uh my eyes are up here,” Elm points to her face.
“Right! My apologies,” Penny forces herself to look up at Elm’s face, her cheeks only turning redder. “You see...I was hoping you could… teach me somethings,”
“Teach ya? Isn’t that your girlfriends are for?” Elm asks, giving her a little smirk “What haven’t they taught you by this point?”
“Something i...believe only you can at this point,” Penny grabs hold of her skirt and in one motion flips the fabric upright, revealing a large bulge hidden behind some tights.
Elm’s grin only grows wider as she realizes what she’s looking at. “Penny, why didn’t you tell me sooner?” The large woman asks as she steps out of the doorway and lets penny inside.
A small wave of relief washes over penny as Elm lets her in. “I was afraid my suspicions were wrong, and you would be mad,” Penny walks into the woman’s room, “But you are not mad, that means we can-AH!” Penny turns to see Elm with her sweats down around her ankles, a large, veiny horsecock jutting off the woman’s muscular thighs.
“Impressive right?” Elm asks, grinning. She’d grab hold of her shaft, barely able to wrap her hand around it, and stroke it gently.
“I-it most certainly is,” Penny stammers, her eyes roaming over the massive cock before her, dipping low as she spots an equally large pair of balls hanging underneath.
“Well, don’t keep me waiting,” Elm teases, running her hand up to her flat tip “Show me what you’re packing,”
“Oh right!” Penny says nervously. She reaches under her skirt and grabs hold of her underwear. "Um alright, I do hope that...I am as impressive as you," in one swift motion, Penny pushes her underwear down and pulls her skirt up, revealing her large, knotted cock.
Elm grinned as her eyes roamed over the impressive-looking length. “Not bad Pen,” The older woman says, a hand on her hip. “So, what exactly did you need me to teach you?” She grinned down at the smaller girl, an idea of what she wanted already in Elm’s head.
“Well um, since my friends are not….as equipped as you and I are…” Penny swallowed softly, the blush returning to her cheeks as she looked around the messy apartment. “I was hoping you could...teach me….”
“Come on Penny, I gotta hear you say it,” Elm said, gesturing for Penny to continue.
“Teach me how to….well...have sex,” Penny finally gets out, blushing as she blurts out the rude word.
“I don’t think I heard you. Mind repeating yourself?” Elm was toying with the small redhead now, but it was hard not to enjoy the blushing redhead.
Penny let out a small whine. “Please help me learn how to...have sex!” She says again, louder this time.
“Sure thing Pen, I’d love to. Here’s your first lesson, confidence is key,” Elm stripped off her oversized shirt, happily showing off her large chest and toned stomach to the smaller girl. “When you’re the one doing the fucking, you’re the one in charge. You set the pace, the movements, can’t do that while being all bashful.”
“Oh! I see, but what if my partner does not enjoy something I am doing?” Penny asks, trying to keep her eyes on Elm’s face and failing terribly.
“Well, yeah, listen to what your partner wants and stuff, but your job is to make them love everything you’re doing,” Reaching down, Elm grabs hold of Penny’s dress and pulls it off the girl, leaving her in just a green bra over her perky chest.
“Ah I...see, yes that makes sense,” Penny reaches behind her back and unclips her bra, letting it fall to the ground. “Um, what do we do now that we are naked?”
“Lesson number two, foreplay is key,” Elm grabs hold of her cock and prods the flat tip against Penny’s stomach. “If you just go in and start thrusting then neither you or your partner are gonna have a very good time. Gotta get them excited first,”
“Yes, I see. And how would one go about doing that?” Goosebumps spread across Penny’s skin as she feels Elm’s hot tip press against her.
“Lots of ways Pen, the main ones being hands and mouth,” Elm takes Penny’s hand in her own and places it against her thick horse-like shaft. “Just squeeze, stroke, maybe lick and suck,”
Penny nods and starts to run her hand up and down Elm’s length, pressing her fingers into the firm shaft “And what about for girls that do not have… the extra piece?”
“Almost the same, just not much to squeeze, and watch your fingernails,” Elm steps back and guides Penny over to the couch where the Aceop would sit down and put Penny between her legs.
“I see, that is very informative,” Penny says, biting her lip as she looked over Elm’s erect cock.
The large Aceop smirks and leans back on her couch “Go ahead, experiment a little before we move on,” She says, gesturing to her massive shaft.
Penny nods and wraps both hands around the veiny shaft again, slowly working her hands up and down Elm’s length. “Oh my, it is quite warm,” The ginger says before leaning forward and giving the tip a sniff, gasping in surprise as Elm’s powerful scent floods her senses. “O-oh my! That is….heavenly!” Penny runs her tongue over Elm’s tip, collecting the bead of precum and swallowing it down. Her eyes widen and a small, happy cry comes from her. “That is delectable!”
“You’re a natural Pen,” Elm says, giving the girl a thumbs up as she watched her enjoy her cock. “Most girls even try to fit the whole thing in their mouths,”
“Is that really a possibility?” The small girl asks in wonder.
“Oh totally, you should see the way Harriet cho-! Er, enjoys my cock,” Elm says, clearing her throat to hide her error. She didn’t think Penny was ready for just how rough sex can get. Not yet at least.
“Ah! I had no idea you and miss Harriet were partners!”
“Eh, it’s something more casual than that,” Elm shrugs. “Now back to work Penny, I’m getting cold,”
“My apologies,” Penny sits up on her knees, holding on to Elm’s shaft for support. Her eyes focused on the daunting flat tip before as she thought of the best way to approach this. An idea comes to the orange-haired girl and she starts to run her tongue across the top of Elm’s cock, coating the soft skin in a layer of spit.
“Mmm, not a bad start Pen,” Elm comments, watching the girl work.
Beaming from the compliment, Penny aims the woman’s cock towards her mouth and begins the process of fitting the massive shaft into her mouth. To her surprise, the large tip was able to easily squeeze past her lips and fill her mouth. Her tongue pressed hard against the bottom of the woman’s shaft as it filled her mouth, wriggling around slightly to Elm’s pleasure.
With the head firmly in, Penny started to push herself further, slowly taking inch after inch of the thick shaft. She could feel it getting harder to breathe as she went deeper, but Penny was eager to impress so she didn’t back down.
“Oh gods Penny, you’re going all the way huh?” Elm asks a slight tone of mischief to her voice. “Would you like some help?”
Penny looks up to her and gives a muffled moan and nods her head.
“Alright, just stay relaxed,” Elm grabs hold of Penny’s orange locks and one swift motion, slams the girl’s head down, forcing every inch of her massive cock into Penny’s tight throat. “Ah, fuck yes! Gods you’re tight Pen. Fuck, I feel like I might lose my cock in your throat,” Elm moans in total bliss.
She wasn’t the only one though. Before this, Penny would have thought that having something bigger than her leg shoved down her throat would have hurt, but now she knew she couldn’t have been more wrong. With Elm’s cock fully taking up the space in her throat, Penny was left with a vibrantly warm sensation spreading throughout her chest and down her stomach. Her senses were overwhelmed by Elm’s powerful scent, the bittersweet taste of the large woman’s precum leaving her wanting more.
Penny gave a happy moan as her eyes rolled back in her head. Her hands limply grabbed Elm’s thighs as her lisp smacked against the shaft. Her cock was twitching, precum drooling from the tip.
“Pen? You good?” Elm asks. The small girl gives a lazy thumbs up and Elm grins, “Awesome, cause we’re not done just yet,” keeping her grip on Penny’s hair, she starts to work the girl’s head up and down her shaft steadily, pumping her head like she was some kind of toy. Spit spurted out the sides of Penny’s lips as she tried to keep up, focusing more on swallowing down Elm’s precum and just letting the woman use her.
“Oh, fuck. You’re perfect for this, we gotta do this again,” Elm groans as she picks up her speed, bobbing Penny’s head faster and faster. “Getting close Penny, Make sure you swallow every drop,” Elm tells her as her cock throbs in the girl’s throat.
Penny barely has time to nod before Elm shoves her head down and starts to cum, her cock so deep in Penny’s throat that the girl missed the taste of the cum as it was pumped straight down her throat. That didn’t stop Penny from enjoying the warm sensation that came from her steadily swelling belly. Her smaller cock twitched and throbbed more and more as Elm filled her until she started to cum as well, shooting her own rather impressive load on the floor before Elm’s couch.
After a few minutes of cumming, Elm finally finishes, letting out a loud sigh as she does. “Holy hell Penny, that was amazing,” Elm says with a content smile. She pulls Penny’s head off her cock and lets the girl take a few breaths, but still, Penny looked completely cum drunk. “Kid? You good?” Elm asks.
“M-more,” Penny mumbles with a grin spreading across her face.
“Well, if you insist,” Elm says, standing and scooping the loopy Penny up in her arms.
When Penny finally regains some focus, she’s laid out on a large bed. Her knotted cock was standing hard, even more, swollen than before. She hears a noise and looks over to the closet to see Elm’s plump rear shaking side to side as she dug through her closet. “Hmm, when did we move here?” Penny asks, shaking the last bit of drowsiness from her mind.
Elm looks over her shoulder and smiles “While you were takin’ a nap,” She teases, turning around and holding a large box. “Ready for lesson three? Time to use some toys,”
Penny quickly shot up right at the mention of toys, grinning. “Yes, please! I am most excited for toys!” she says, her tip already leaking precum.
“Ha, I figured you might be into this stuff,” Elm tuts as she walks around to Penny and drops the box by the girl, a loud rattling coming from the cardboard box as she does. Elm bends down close to Penny and gives her a quick peck on the lips before pushing her back down and dragging her to the edge of the bed.
Penny takes the kiss gleefully, giggling as Elm so easily moves her around. “I have done much research on this particular subject, and I am very eager to put my knowledge to the test,”
“Well, hopefully, you’ll get to,” Elm teases, spreading Penny’s slender pale thighs apart. “But first,” Elm slides a large hand up Penny’s thigh and slips it under the girl’s heavy balls. Penny gives a small gasp as she feels Elm’s fingers prod at her soaked slit. “Ooh, double the fun,” Elm tease as Penny blushes.
“It is not strange?” Penny asks, shyly looking up at Elm.
“Nah, most of us got both,” Elm says shrugging, pulling her hand back and opening up the box “Besides, it’s perfect for toys,” Reaching in, Elm rummages around for a second before pulling out a large, egg-shaped, pink toy with a long wire connected to a small remote.
Penny’s blush fades away, replaced by a grin, “Excellent! Then I am very excited to begin!” She says, wriggling on the bed excitedly.
“I figured you would be,” Elm pops the toy into her mouth and rolls it around a moment before pulling it out, now glistening with spit. “Hold still,” Elm lifts Penny’s balls and pushes the wet toy into Penny’s coaked core. The small girl shuddered and gave a soft moan as the toy pushed into her.
“I-it feels much larger th-than anticipated,” Penny says as Elm pushes the egg deeper into her, her cock twitched and she grabbed hold of the sheets.
“Yeah, first time is always a bit extra tight,” Elm says with a grin as she watches Penny squirm. Once the toy was firmly inside the pale girl, Elm grabbed the remote “Alright, Penny, ready?”
“Yes! I am most-Ahh!” Before Penny can finish, Elm twists the dial and turns the toy to medium. The explosion of vibrations in her core pushed Penny right over the edge, her knotted cock spasmed as she started to cum, shooting rope after rope of her thick cum into the air, across the bed, and all over her and elm.
“Penny!” Elm cries as she grabs hold of Penny’s cock and aims it at the girl’s face, letting the orange-haired girl be bathed in her own cum. “Damn, I Didn’t think you’d be that much of a hair-trigger,” She says, turning the toy off and letting Penny cum herself out.
“He-heh,” Penny gives a loopy giggle as she comes to a stop, stars swam across her vision. She had a layer of thick cum painted over her pale skin stretching from her swollen stomach to her open mouth. “Soo good,”
“Geez, how much you got in you?” Elm asks, looking down at Penny’s cock. After a load like that, most people would start to shrink down, but Penny’s knotted cock was larger than ever. Once it was a modest-sized phallus, but now it looked like it could rival Elm’s own length. “You’re a strange girl,” she says with a smirk.
“That. Was. Excellent.” Penny says, panting. “Is that all?”
“Oh lord no, we got plenty more,” Elm says reaching back into her box and pulling out more toys. Quickly, Elm adorns the eager Penny in several toys. She attaches a pair of vibrating clamps to Penny’s perky nipples, a buzzing ring around her cock, and a ring gag stuffed into her mouth.
Penny was in utter bliss. She squirmed on the bed as the toys buzzed away, her cock throbbed and spurted cum constantly, her vision swam as orgasm after orgasm rocked her body. Elm was holding Penny’s cock and aiming it for the girl’s mouth, forcing her to either swallow or wear her own cum. “How much are you gonna cum?” Elm asks with a laugh as she gives the girl a few pumps, milking several large loads from the knotted shaft.
“Shhoo guud,” Penny moans happily as she pinches and pulls on her breasts, adding to her constant stream of pleasure. “Uh dunt e’er wunah sop,” She mutters around the gag, letting more cum splatter on her face.
“Well, we gotta stop eventually,” Elm says, rolling her eyes as she stands up and stretches. “Can’t wear you out on your first go you know? But we can do a bit more” The Aceop walked over to her closet and bent over, looking for something.
Penny glanced over at the large woman, gazing at her voluptuous rear end when a thought came to her. “Take charge, be confident,” Quietly, Penny crept off the bed with a devilish grin. She gripped her cock tightly to stop her ejaculations as she snuck up behind the unaware Elm.
“I can have ya back next week and- Eep!” Penny shoves the girl forward. Elm landing with her face on the ground, ass high in the air. “Penny?! What are you doing?” She asks with a huff of annoyance.
“Taakin cun’rol,” Penny says as she eagerly shoves her cock forward between Elm’s thighs. She misses the first thrust and ends up rubbing her cum spewing cock along Elm’s horse-like shaft, the two now equal in size.
Elm was prepared to push her off when she felt the girl’s large, hot shaft tease her own slit. “H-hang on Penny! N-not there, I uh rather-Guurk,” Elm’s babbling mouth was filled with a stray shot of cum as Penny readies for a second thrust.
“Here wa goo!” In a quick movement, Penny slams her dog cock into Elm’s surprisingly tight folds, bury herself up to her knot in the girl. “Sho ‘igh,” Penny moans through gag.
Elm chokes on the cum as she moans loudly, Penny’s massive cock stretching out her once untouched core. She feels her strength leave her as Penny starts to thrust rapidly, waves of pleasure causing her mind to spin. “F-ffuuc,” Elm mumbles, with each thrust her walls loosened, letting Penny move faster and faster.
“Shoo ‘igh,” Penny moans as Elm’s powerful walls gripped her cock tightly. Penny had several inches of her cock buried in Elm’s pussy, but she wanted more. She started to push hard, her knot slowly stretching Elm wider and wider.
“N-ono” Elm moans weakly as she grabs at the carpet. She could feel Penny’s large, swollen knot trying to fit into her core, the thing much larger than she could have ever thought. Just when she thought Penny might have given up, the girl slams hard into her and with an audible pop, Penny’s knot is forced into Elm’s pussy.
Elm tosses her head and her eyes roll back as her mouth hangs open in a silent moan of pure ecstasy. An orgasm stronger than anything Elm’s ever felt courses through her body and she starts to cum. Her horse-like cock spurts out loads of thick cum across her chest and face, while her walls squeeze Penny’s knot so tightly that her nectar squirts out the edges around the bulbous intruder.
As Elm was pushed through the strongest climax of her life, Penny was starting up another wave of orgasms. She pushes her cock deep into Elm as she shoots several thick loads into the larger woman’s core. Her near endless stream of cum pumps Elm’s toned stomach out until she was rounded and bulging, but still Penny didn’t stop.
The orange-haired girl was captured by the lust, so eager for pleasure that she couldn’t stop, not that she wanted to. She kept pounding the now docile Elm’s cunt over and over, both girls cumming until their bodies collapsed from exhaustion and they fell asleep in a sticky pile of cum and each other.