So upon first seeing Ilia, I thought she was a very cool concept as far as characters go; chameleon Faunus spy? Cool, all the right cliches are hit here.

And then a certain image on the internet of Ilia tied with Gambol Shroud's ribbon and Blake doing such and such to her got me inspired to write... somehow. I don't know how my brain works.

Anyway. Smut? Smut. Smut!

Disclaimer: I don't own RWBY or any of the characters therein. Also, A Stuck at Home Tome is the one who came up with the summary.

It had been a simple, if dangerous, assignment that Ilia had taken that night and many before.

She was to spy on the ruling family of Menagerie, spy on Ghira and Kali Belladonna in order to make certain that the illicit activities of the White Fang went unnoticed beneath their noses. It was a simple job, not one that was likely to fail in the slightest.

Ghira had become complacent since leaving the White Fang. He wasn't likely to spot her in a hundred years.

His wife, on the other hand, was far more perceptive than Ilia could say she liked. Kali Belladonna was alert even without a valid reason for it, the woman's casual observances being the sole danger on this particular mission.

But Ilia had an innate advantage with her skin and it's special properties; blending into the shadows to spy upon the ruling family was laughably simple considering her ability to shift the color of her skin and hair at will. It allowed her much freedom in her favored lookout positions.

There had been close calls. If it had been anyone else, anyone who didn't have that crutch, they may have failed. Kali's keen eyes had made her far more of a threat than expected. Only quick reflexes and her color changing had really kept her completely in the dark.

But after she had figured that out, learned to be cautious when the perceptive woman was out and about, it had been cake. She had been certain to report that, as well, so that anyone else who was assigned to this job would know the dangers.

And then Blake Belladonna had finally come home to mommy and daddy, with an obnoxiously loud tagalong in the form of a blonde monkey Faunus.

Matters had been complicated by this. Blake was a traitor to the White Fang, had up and left Adam in the middle of an operation so that he wouldn't be able to pursue her. She had been left alone up until then, despite her previously notable ranking within their group and her heritage as daughter of their past leader.

She knew things about how they operated, she had information on the faces of operatives who had yet to be revealed to the public.

Information on her, information that would be best to never see the light of day.

So Ilia's job had gotten much, much more difficult.

She had tailed them throughout the day, breaking off from her normal routine in order to scope out this new threat; and what a threat she was, the traitorous operative who had interfered in their matters many times, who had evaded Adam after making her bed with the huntsmen at Beacon. After it's fall, she had disappeared only to show up now on Menagerie.

And perhaps worst of all, she had given up again. After betraying the White Fang, she had actively worked against them. And now when the academy fell here she was with her tail between her legs back with mommy and daddy.

Ilia knew full well how that battle went. Her human partner from Beacon, the blonde one, had lost her arm to Adam's blade after he had hunted Blake down for himself. Beacon had been destroyed, the team itself separated through circumstance... with exception to her.

The Schnee heiress had escaped unscathed, sadly, only to be dragged away by her own father back to Atlas, where they had much trouble operating due to very strict military presence. The little one was off gallivanting about, towards Mistral if information was correct, pursuing some goal or another. And the blonde was recovering from her devastating wound.

But Blake had run away. Again.

It infuriated her. 'You don't get to just pretend this never happened! You don't get to leave us behind to do things the right way, only to turn your back on that the moment it got tough!' She growled in her head, the cloak of the night and the foliage preventing her from being seen as Blake conversed with her father.

Her father who, despite her having left him behind in a similar fashion when she had continued on with the White Fang after he stepped down, was still loving, tender, and caring.

That made Ilia angry as well. Because Blake had run from him to be with the White Fang before deciding she was too good for that. She had left the White Fang afterwards in order to become a legitimate huntress, to bring good to the world, and to stop them from going down the wrong path. And when that became too much for her, she had given up once more to come home, and her father was nothing but supportive despite it.

As angry as she was, she almost didn't notice the monkey sneaking up. He crept towards the door, genuinely looking guilty for even being there. He didn't immediately go to the door to eavesdrop, merely pacing outside quietly. He pulled out his scroll, looking towards the door meaningfully, before he released a haggard sigh and leaned against the railing.

That lasted about four minutes before he finally threw his arms in the air, having had enough of the waiting. But as he marched purposefully towards the door, fist raised to knock, the blonde teen quickly put it back down.

He looked left, then right. Then left again, even going so far as to look out into the foliage and at the rooftop.

For a moment Ilia seriously thought she had been caught, her legs tensing in preparation to bolt.

But then he let a guilty smile cross his lips, bowing his head as if in apology, before pressing his ear to the door.

She could have throttled the buffoon for scaring her like that.

An uncharacteristic snicker tore from her lips unhindered as he ended up pushing the door in, alerting those inside to his presence as he fell. In the ensuing chaos, no one noticed her moving just a bit closer in order to snag a good spot to listen in.

Ghira had returned to his study for his work, the day to day drag of managing Menagerie, leaving Blake to shout at her unwanted admirer.

At first he allowed himself to be admonished, the guilt he felt for eavesdropping blatant, but then she caught a tidbit of information that made her breath catch in her throat as he fired back.

'This bonehead was the one to notice that?' Ilia couldn't help her disbelief at that, the knowledge that of all people to catch on to that little piece of information it was this fool was enough to baffle her.

He'd noticed that one of their operatives was masked in Menagerie, which conflicted with what Kali and Ghira knew.

And, of course, Blake threw a tantrum; slapping the scroll from his hands and shouting about how she didn't care about the vital piece of information he'd uncovered.

That was both irritating and relieving to hear for all of a second before the thrown scroll came within inches of her.

In her surprise, she released a soft gasp. And the very moment she did so, her gray eyes shot wide as she realized what a fatal mistake she had just made. Quickly grabbing the scroll, in order to destroy evidence, she darted away.

The confusion in her wake lasted only moments before Blake was after her.

Ilia snarled. "Running is all she's good at... but she is good at it." The chameleon Faunus admitted to herself, using all of her own hard earned skills and speed to try and keep the gap between herself and the runaway as significant as possible.

As she got into the town proper, the White Fang agent was forced to a stop.

Blake landed on the rooftop behind her, proving to Ilia that she had made the right decision. Had she kept going, Blake would have had a clean shot at her.

She always had been fast.

The black haired girl had her weapon. Clad in her white coat over the blacks of her current outfit, the cat Faunus stared her down as Ilia drew her own weapon.

The chameleon brandished her whip threateningly, but Blake's eyes remained firm. She growled as the girl made to continue forward, lashing out and striking the pipe separating them from one another.

Steam billowed into the air. Blake rolled beneath the pipes before standing again.

Preparing for a fight, Ilia soon realized that not only had her newest complication followed her, but also said complication's boy toy. Brilliant, they had her caught between the two of them, and the blonde had his weapon as well.

"Give it up, I'm not above hitting a girl ya-NAA!" The blonde cut off his threat as her whip cut through the air where his head had been moments prior.

The engagement that followed was... not ideal.

Apparently the blonde monkey had detoured to pick up their weapons. That was why he was later to the party than Blake had been.

It was because of this and a few other factors that Ilia had been defeated without much effort on their parts.

Arms behind her back, Gambol Shroud's ribbon holding them there, she was leaned up against one of the many palm trees in the wilderness around town.

It wouldn't have been as bad if she wasn't naked!

Blake had decided that stripping her nude wasn't out of line at all to make sure she didn't have any kind of hidden weapons or tools on her.

Or at least that was her story. Ilia was pretty certain she was really just out to humiliate her.

So now she was left glaring impotently at the smug cat and her sheepish companion. The monkey was the one who was most nervous about her nakedness, which she could appreciate at least a little. Blake hadn't even batted an eye as she removed her stealth uniform.

Bitch, just like she always was.

With her dusky tanned skin on display, having settled down from her previous humiliation and anger it had finally returned to normal rather than the mixture of pink and red that sometimes took over her complexion, she sat with her hands behind her back, clenching her legs shut to keep what little dignity she had left.

And she just continued to glare, not even a word shared between the three of them.

Blondie was pointedly looking away, the excuse he had given was to play lookout but he was clearly just trying to remain polite rather than ogling her. Again, appreciated... but he was the reason she was in this mess in the first damn place.

"So." Blake broke the silence that had settled over them. "It's been a while, Ilia."

She refused to cave, merely maintaining her glower. She wasn't going to say a damn thing to her.

Amusement danced in those damnable amber eyes as the black haired girl stepped closer. Ilia flinched as she gracefully knelt down, leaning in towards her in an almost intimate fashion. "You're not happy to see me?" She asked, something that made Ilia's teeth grit.

'Of course not!' She wanted to shout, restraining herself from doing so by only the slimmest of margins. Her baleful gray eyes tried to drill a hole through the skull of her tormentor in Blake. The girl merely looked her over again, though, taking in the sight of her bare body without a hint of guilt or embarrassment.

"You're still as pretty as you ever were, Ilia." Blake complimented, reaching a hand out to gently stroke her cheek.

Ilia struggled to keep herself from leaning into the gentle caress, struggled to keep her skin from flushing that same light shade of pink that Blake always forced out of her with her damnable smile and those bright eyes of hers. "S-stop!" She bit out after a few moments of resisting, hating how weak her voice sounded. "You don't get t-to do this to me anymore!" The chameleon Faunus forced out through her grit teeth, squirming away from the other girl's touch.

Blake was having none of it, however. Her hand continued right alongside Ilia as she squirmed, shifting so as to keep her prey from getting much further away. "I don't?" She asked, a tiny laugh to her tone. "That's funny. If I don't get to do this to you anymore..." Trailing off, the cat Faunus leaned in further and blew gently into the other girl's ear, drawing a strong shiver from her, before continuing her sentence. "... why are you tied up all pretty in front of me again, Ilia?"

"... I hate you..." She grumbled out, tears pricking at her eyes. After a momentary pause, she began growling in her throat before shouting loudly. "I hate you! How could you abandon us? Abandon me!" The tears started to flow, now, falling from her eyes like someone had unblocked a dam.

She was treating this like a game, like they were friends! They weren't anymore! Not after what she did! They couldn't be friends, because she had left everyone behind. Left her behind. Because they were in the wrong? They had tried playing nice before, hadn't they? Where had that gotten them?

Humans had caused them so much pain and suffering, stuffed them away off to their little zoo island that was hardly inhabitable, and even still continued to oppress and discriminate against their very species. They were never accepted when they used those little signs or their peaceful rallies, the larger protests started becoming more and more likely to dissolve into riots as time went on and their continued efforts bore no fruits. The White Fang, that prideful and noble group they had once been, had to change.

And change they did. They became stronger! They started to take what they deserved instead of begging for it! They stopped telling the humans what they wanted, started forcing them to really see it!

"What was I supposed to do, Blake?" She hissed, skin taking on a bluer and bluer hue as her thoughts swirled in her head, unable to control her instinctual response to the emotions she was feeling. "Was I supposed to run away, too? Supposed to just follow you wherever you went? You fought so hard when your father was against the Fang's new outlook! You fought tooth and nail and you left him to fight for the rights we deserved as people! And then suddenly that wasn't right either, you wanted to be a huntress to make the world a better place for everyone!" Ilia lurched forward, snapping with her teeth at the hand that was hovering near her cheek, the blue being replaced by a scorching red in her anger. "Now you're back here. Relaxing, getting your thoughts together? As if! News flash, Blake; you're not getting anywhere if all you do is run away!"

Even monkey boy couldn't help but stare at her after that outburst, and she was too heated to even care about his eyes being on her.

Blake flinched, looking away from her. Ilia growled even more at this. "And now you won't look me in the eyes, Blake? You're going to run away from me again?"

"H-hey..." Off to the side, the blonde boy chimed in. He was looking away, having realized after a few moments that he was staring apparently, but he was clearly addressing her. "Look, I dunno what... uh, you guys... are to each other." He got out, apparently quite confused and uncomfortable. He coughed into his hand. "But, uh..." After a second, he took a deep breath. "Blake has been through a lot, okay! I don't know her history much, I was never big on how the White Fang worked, I don't pay much attention to any of that!"

"You think we haven't "been through a lot"?" Ilia growled, turning her ire on to him.

The monkey, having taken over in place of the somewhat distraught looking cat Faunus apparently, stomped his foot on the ground. "That's not what I mean!" He replied, turning to face her fully. "I'm not sayin' you guys are wrong to be mad! I'm not! But the White Fang is hurting way more than just the people who hurt them! I met all kinds of people at Beacon who couldn't care less about someone being a Faunus. And guess what? The White Fang helped destroy that place, brought Grimm right up to the school! How is that getting your equality, huh? How is that fighting for what Faunus deserve?"

Ilia's mouth clenched shut, her eyes closing as well as she curled up in on herself more, as though trying to just disappear entirely. Her skin took on a deep blue hue. "Nothing works." She mumbled out after a moment. "We tried playing nice. Nothing. We're trying force. Nothing. What else is there to do now?" She turned her glower onto Blake once again. "I am not going to run away from my problem. So what's the solution, then?"

A hand clasped on her shoulder, one that belonged to the monkey boy. He knelt down beside her as well, no longer quite flustered about her nudity but still averting his eyes as though trying to be courteous. "I don't know." He replied firmly, looking off into the woods. "I don't have a good solution for you. I just live my life and do what I can where I can, and it works for me. I'm that kind of guy." He paused. "But you don't want to be that person. Neither does she." He nodded towards Blake, who's face had a deep, almost guilty frown on it. "So I don't have a good answer for you there."

Ilia was very close to biting his hand in anger. "Some help you are, then!" She growled.

He barked out a short laugh. "I say just try doing whatever makes you happy. See where that goes, maybe?"

"I was happy. I am happy!" She lied, and judging by the look on Blake's face she could tell. Monkey boy hummed, like he could figure that out as well.

Ilia was good at hiding. Lying was not her strong suit. And it was quite clear that was the case, as both of her tormentors had seen through her in a moment. The fact that her skin was a built-in hindrance to lying didn't help.

"Well..." Blake mumbled, a familiar smirk slipping it's way onto her lips. "I think we can work on making you happy, Ilia."

The spy girl's eyes widened some as her old friend started slipping her jacket off slowly. "H-hey! I told you you can't just do that to me anymore!" She complained, knowing full well where Blake was planning to take this and not wanting to go there.

Because if they did end up doing that again she was going to say some things she really didn't want to say and probably end up folding like a house of cards. And Blake knew that, she had to, because that smug look in her eye couldn't be from anything else.

Hearing the rustling of cloth and being fully aware of her complete lack of any cloth to make said rustling, the monkey turned and was greeted by Blake stripping. "Whoa, uh, Blake..." He mumbled, eyes widening. "W-what are you doing?"

Her amber eyes cut to him. "Like I said, Sun. We're going to work on making Ilia happy. Once that's done, we'll see if she doesn't change her tune."

He blinked at that. "Uh... y-you're serious?" The now identified Sun asked, eyes glued to the dark haired girl as she continued to strip herself down. "... cuz, I mean, I'm down I guess... but, uh, isn't this kind of... morally wrong?" The monkey boy asked, eyes falling to observe the tied chameleon.

"Oh, don't worry Sun..." Blake, who was now wearing just her pants and her black bra, purred out. "She'll pout and squirm, she'll complain, and she'll tell us to stop... but she doesn't actually mean any of it."

Ilia glared at her balefully as the dark haired girl leaned in once again, this time pointedly running her hand down from her cheek to trail down her body. She stopped momentarily to brush the nipple, following a path made up of the scaled patches of her skin. Struggling to keep the flush from spreading through her whole body and turning her cotton-candy pink, Ilia released a little whine from the back of her throat inadvertently. She screwed her eyes shut, knowing that Blake would be giving her that look. The "I knew you would cave." look.

That was the absolute last thing Ilia wanted to see right now.

A breathy chuckle that sounded more like purring let her know just what Blake thought of her attempt to be uncooperative. "Sun, get your shirt off. Why not give her a taste of those abs you love to show off?"

The teen hesitated for a moment, and briefly Ilia hoped that he would be the voice of reason and keep Blake from fucking her silly.

"... alright, if you say so." He relented after a bit, shattering that hope.

A quick rustle of cloth later and she saw his white shirt hit the ground next to her. Having seen his rather well built physique already, Ilia couldn't help the gulp that she let slip at seeing that.

Her position was shifted some, and the nude chameleon soon found herself in the monkey teen's lap rather than seated on the ground. Her rump settled onto his groin from their positioning, and he leaned her back some to press her back against his warm chest. Her bound arms were flush to his toned stomach.

... those abs were impressive, damn it. She gasped as he wrapped an arm around her navel, pulling her closer to him; soon enough the feeling of his warm body had spread like fire through her back, the White Fang agent still attempting to keep from letting out any sounds of pleasure.

"Whoa." Came from the blonde behind her, as a familiar piece of fabric found it's way into her own lap after it had been tossed at her.

Blake had relinquished her bra and was now completely topless, stretching out in a catlike manner which made for quite the enticing view for Ilia and the teen holding her. The chameleon Faunus restrained her appreciation for the other girl's body, however, reigning in the lustful gaze she had been leveling the dark haired girl. Instead, she pointedly looked away, trying to keep her skin from changing color to match the blush on her cheeks.

It wasn't even just Blake this time! The new guy, Sun, he was doing a really good job of loosening her up as much as she hated to admit it. So far he hadn't done anything but hold her, gently allowing his hands to explore her body but never actually groping her chest or straying further down. His ministrations were centered on her navel and sides, where his warm hands continued stroking her body in a way that was certainly intimate but not immediately sexual.

That was... different. Blake wasn't one to waste time on things like that. She knew what she wanted and she almost always immediately moved to take it right from the start.

And speaking of which...

"W-wait, stop!" Ilia squeaked as the cat Faunus placed her soft hands on her thighs, leaning over and gently but firmly prying apart her closed legs. The action forced her to lean further back into the monkey teen, who was now nuzzling into her neck, leaving butterfly kisses wherever he went. "Blake I swear, this is not okay! Stop it! I told you to stop!" She continued to protest, hating every little break in her sentence as she gasped and moaned at Sun's touch.

As her legs were finally parted, giving Blake a perfect view of her most sensitive area, the cat girl released an audible purr in delight.

"See, Sun?" Blake chuckled, lightly running a finger along the captive girl's inner thighs as she moved in to her target; the moist pink slit that was, to her, undeniable proof that Ilia was enjoying this just as much as she always had. "She's dripping down here. I told you, she loves this." The rest of the skin she had been enjoying quickly flashed to a bright pink, something that Blake couldn't help but giggle at even as she averted her eyes from Ilia's snatch to meet her gaze.

The chameleon girl's eyes were wide, her face- and the rest of her for that matter- a solid pink and frozen in a mask of disbelief.

Briefly, she felt the blonde teen release her. A moment later she saw his arm guards thrown to the side before said arms snaked back around her waist. "... I guess so." He admitted. "I hear her complaining, but she isn't really putting up any kind of fight."

He chuckled as she began squirming, as though his point was proven despite her apparently trying to wiggle out of his grip.

Roaming hands finally ceased their chastity and slowly moved to encompass her small breasts, her nipples stiff and poking into his palms as he began to grope her in a fashion that was just as gentle as he'd been from the beginning. "You know..." Sun leaned in, whispering to her. "You'd be a lot more convincing if you were trying to squirm away from me instead of just moving around." Thus far, she'd been wiggly for sure... but it wasn't like she was actively trying to get away. There was no sense of urgency to it. If anything, she had just been initiating more friction and contact with him.

And he couldn't say he didn't like that. As things went on, his original discomfort with this situation began slipping away faster and faster.

He was so concerned with teasing the girl in his arms that he didn't notice just where Blake had been going, which led to him being immensely surprised by the first major vocalization said girl made.

"Aaaaaah!" She moaned out, jerking in his arms suddenly. Glancing over her shoulder curiously, he got an eyeful of the smug Blake gently lapping at the girl's entrance. His own eyes widened, and the hard-on that he'd been nursing this whole time throbbed at that.

Especially when Blake's amber eyes peered up at him playfully, just as she gave a very slow, prolonged lick from bottom to top of the restrained girl's slit.

She hadn't even touched him, but Sun couldn't remember the last time he'd been this aroused. Though, to be fair, the naked girl squirming and moaning in his lap had a good bit to do with his pleasure here.

Unable to resist teasing her a bit himself, he continued to rub her soft little boobs while Blake carried on with her activities down below. "So... still against this?" He asked before kissing her neck again. "I'm not hearing anymore complaining from you. Is she really that good?"

Ilia growled, though the fact that Blake was busily eating her out made it come out as more of a whimper intermixed with a moan. "S-Shut up. I.. ah... D-don't want this!" Despite saying that, her traitorous body was going haywire on her. She was fighting a losing battle to close her legs and try to keep Blake out, in part due to the black haired girl's own two hands on her thighs keeping her nice and spread out, all the while her upper body became putty in Sun's hands.

Putty he was gleefully molding, at that, because since getting his hands on her boobs he'd yet to move on. His warm hands felt spectacular against her breasts, especially after they had been left bare to the cool night air, her stiff nipples being stroked by his palms as he continued his ministrations. He hadn't even begun focusing on the nipples specifically just yet, the sensitive little nubs were just collateral as he kneaded her small chest in his hands.

Between her legs, Blake was showing no mercy as she ran her tongue over Ilia's folds. She would tease around the outer lips, briefly taking time to plant kisses on her inner thighs every so often, but primarily her tongue was spending it's time buried as deep in as she could get it.

Blake was not much of a romantic lover. Kissing and caressing, she did that sometimes... but only after she had absolutely rocked your world. So until the dark haired girl's face was covered in her cum, Ilia wouldn't be expecting any kisses.

It may not be obvious judging by her personality, but Blake Belladonna was very dominant in bed. Or... well, wherever she chose to take someone. Again, she was the one to choose. It had always been like that, between them at least.

Ilia actually liked Sun's approach a bit more. Of course if she had her way this wouldn't be happening at all, but Blake was here so that was out the window, the pushy bitch.

A brief moment of respite came to her. Surprised, she chanced a look down at Blake once again and saw a sly smirk on her lips.

One hand left her inner thighs, and the chameleon girl's eyes went wide as she realized just what the cat's plan was based off of prior experiences. Her immediate protests were muffled as Sun's hand left one of her breasts for the first time, gently pulling her into a kiss and removing Blake from her sight. She continued to squirm and tried to pull back, with more of a frantic motion than she'd made for the entire session up to now, trying to demand that the other girl stop what she was doing right now.

But it was too late. The kiss between her and the blonde monkey broke right as Blake's index finger wormed it's way deep into Ilia's ass, leaving her mouth uncovered and her squeal of pain, pleasure, surprise, and a myriad of other emotions entirely unmuffled.

Sun blinked in surprise, having no idea just what had prompted the reaction. From his perspective, it looked like Blake was fingering the girl; which, while he figured it was pleasant, didn't exactly warrant the rather sudden and almost violent reaction from her.

"Blake!" She shrieked, her skin flashing between red and pink. "G-Get it out! Y-You know I hate that! You always do this!" Ilia protested, still squirming and moaning, little squeaks and gasps coming from her even still. "I-Ah! I always h-have to tell you even tho-oooh! E-Even though you should know by now that I don't like anal!"

Oh. That explained to Sun exactly what her sudden and loud outburst was about. Blake had stuck her finger somewhere other than where he thought she had. Their respective positions and the body of the chameleon girl in the way had kind of kept that out of his sight, but now that he knew what was going on he could sort of tell just by looking.

Blake was entirely unrepentant as she continued on with her activities. "I'm not quite sure I believe that." She chuckled, meeting the irate gaze of her victim unflinchingly. "You're enjoying this, I know it."

"Am not!" Ilia squealed angrily, her sentence punctuated by a loud squeak as the cat girl between her legs went back to eating her out; just with one finger still pumping in and out of her tight little rosebud.

Leaning on to her shoulder, the monkey teen spoke up again. "Aw, come on." One hand was still lightly rubbing her breast, the other had, since leaving her cheek after she had broken their kiss, moved to trace the outline of her scaled patches on the opposite shoulder. "Blake's so sure you'll have a good time. I believe in her." His soft, furred tail made it's first move through this event; the appendage slid up along her stomach before reaching her previous unoccupied breast, beginning to lightly rub against her nipple.

Ilia was far from amused by this, turning to say something snide to the boy before she was cut off again by his lips meeting hers.

It was really hard to be angry with him when he was so consistently gentle with her. Especially in contrast to Blake who had just decided that one finger wasn't good enough and now had added her middle finger to the one that was already in her rear.

She could still be mad at Blake, though, because the damn perverted cat would not stop doing things to piss her off. Case in point; literally this entire situation.

Sun pulled back again from the kiss, wanting to get a good look at her face. She was back to her normal dusky tan skin tone, and in her gray eyes swam a mixture of embarrassment and arousal as her body was continuously toyed with without her express consent. Her long red hair was still up in the pony-tail it had been in, her hair finding itself a place between his chest and her back as she reclined on him.

"Blake's right about one thing for sure." He began, seeing her reaction to that; a mixture of irritation and curiosity. "You're gorgeous."

Her eyes widened at that rather blunt statement, a pretty blush coming across her cheeks but spreading no further. She looked for a moment like she had something to say, but it was cut off by a squeak as Blake began thrusting in and out of her snatch with her fingers.

From her position between the girls legs, Blake licked her lips clean of Ilia's arousal. "You're still as sweet as ever, too." She complimented, both hands occupied with filling the other girl's holes. "Everything from the sounds you make to the way you taste."

"S-Shut up!" Ilia growled out in response. "And get your fingers out of my ass damn it!" They had been over this multiple times even before she had left! She always told Blake to leave her ass alone.

Which, of course, meant that the black haired cat girl would proceed to do the exact opposite of what she asked! She had to be doing it just to irritate her, each and every time.

Her poor bottom had been violated at her hands multiple times by this point. Ilia would never say that she was used to it, because her reaction each and every time it happened was much the same as her earlier outburst; frantic yelling and squealing as her butt got toyed with against her will... but by this point she had come to expect it of Blake.

The cat girl in question merely gave her a look that, paired with the ears on her head, screamed "curious kitten" before asking her question. "But Ilia, you know you love this. I know it too. Why not just admit it already?"

"I do not like this damn it!" She shouted through her moans and gasps as she was assaulted from both sides. "S-Stop this already and let me go!" Already, they had her so close to the edge. If this kept up, Ilia really wasn't sure she could last.

Blake paused for just a moment, blinking up at her. She took on a thinking expression briefly, but Ilia knew full well what her answer would be. "... No, I think we'll keep on going." Came the predicted reply, as the girl thrust up to the knuckle with both hands.

Ilia released a loud squeal as the stimulation finally brought her first orgasm of the night out of her.

After a few moments, the digits that had been violating her sensitive body were removed. Blake gave her a sly smirk from between her legs, the cat girl licking her lips clean and wiping the rest of Ilia's orgasm from her face with the back of her hand... which she then proceeded to lap at with her tongue, all the while directing her amber gaze at the panting and flushed chameleon.

From behind her, Ilia could hear Sun suck a breath through his teeth. And she could certainly agree with that sentiment; Blake, topless, and licking her cum off the back of her hands with a sultry smirk? Yes, please.

'Damn it, they're starting to get to me...' She thought to herself, gritting her teeth in humiliation as her skin began to change yet again to that stupid cotton-candy pink she hated so much.

This is why Ilia preferred to remain hidden. Because when she was out in the open, forced to interact with people, she could be read like an open book based off of her skin and all the trouble she had to go through to keep it from changing when sudden emotional shifts hit her.

It would always default to her normal skin tone after a little bit even if that same emotion persisted, but sudden flashes of emotion could trigger it even if she had been feeling that emotion the whole time.

Case in point; she had been humiliated through this entire event. Blake and her companion had caught her, defeated her, and stripped her naked in the middle of the jungle to play with her like she was some kind of sex toy. After the initial embarrassment of them seeing her naked, she had returned to normal despite the embarrassment never actually leaving entirely.

It was the same for any emotion. Anger, excitement, sadness, and so on; if she got a spike of emotion strong enough, she was probably going to change color.

That didn't make her very good at hiding her emotions.

"This may sound kind of weird, but I really like your skin." Sun chimed in, planting another kiss on the side of her neck. "It's really unique. Exotic, even."

Thankfully, she was already pink. This meant that he didn't know that what he had just said would have brought her there from any other color.

She was about to say something, but apparently Blake had enough of being ignored by the both of them; even though it was only for a few moments.

In those few moments, the girl had thrown off the rest of her clothing and was now stark naked; her porcelain colored skin on display for all to see. Their attention was really brought back to the cat girl as she slipped between Ilia's legs once more, this time sliding up her body and being certain to rub her own soft skin against the captive chameleon's on her way.

Stifling her gasps and moans as Blake's soft skin roamed over her own, failing as one hand made it's way back down to her entrance to pick back up on teasing her, she eventually saw eye-to-eye with the dark haired girl, their chests pressing against one another with the monkey boy's tail caught between them.

Ilia gathered up all of her willpower and met her lustful gaze with a rebellious glare.

A wide smirk from Blake came, accepting her challenge. The other hand slipped up to her chin, lifting her head up and baring her neck to the dark haired girl entirely. "I wonder if you still like it when I do this..."

Releasing a tiny whimper, knowing what her tormentor planned, Ilia could do little more than prepare herself as Blake leaned in, running her tongue across her collar. Slowly, painfully slowly, Blake's tongue roamed it's way from her collar bone to her neck. She remained there for a moment, seemingly searching for something, before her lips closed in on one specific spot on the captive girl's neck.

"Aaaaahhhn..." She moaned loudly, toes curling as Blake lightly suckled on her neck. "B-Blake... please... s-stop iiiiiiit..." Ilia whined, drawing out the "i" in the word it as the girl continued to kiss her right over her pulse.

"You deserve a reward though, Ilia." The cat girl breathed out, separating from her neck for only the barest of moments before latching back on.

"T-Then let me go!"

"I'm afraid not." Came the expected answer from Blake, who pulled back to admire the light sheen of Ilia's skin under her saliva, the circle around the girl's pulse clearly marking just where she had been. With a giggle, she blew lightly on the wet area, taking delight in the gasps and moans it brought from Ilia.

She had missed this.

But, behind Ilia she saw that Sun, while he was allowing the scene to play out, was getting a bit heated himself. His tail had been toying at their chests during her kissing Ilia's neck, but he'd otherwise been restraining himself. It would be rather rude of her to keep him from enjoying himself as much as he could. "Sun, you've been quiet for a lot of this. Why don't you..." She reached over and guided one of the monkey teen's hands to Ilia's folds, giving him a look that made it quite clear what her intentions for him were.

He gulped a bit, feeling around the captive chameleon girl's entrance with probing digits. The girl in his lap squeaked at that, twisting her head to look at him with wide, pleading eyes.

What she was pleading for, though, was debatable.

If you asked Ilia, she would say she was pleading for him to let her go already. They had already taken advantage of her body enough, hadn't they?

Asking Blake would lead to her replying that Ilia had clearly been begging for him to go on; she was quivering in his arms and looked very content there.

Sun, on the other hand, didn't really stop to think about any of that; instead, he just began to toy with her wet folds with the same gentleness he'd been treating her with this whole time.

He teased around her outer lips, first. Ilia gasped and moaned at that, a louder moan slipping from her as he palmed her mound and began to rub up and down with his whole hand, petting her softly. She gasped and moaned at his touch, just like he expected of her.

Ilia, again, couldn't help but squirm in his arms. He continued to lightly pet her, making an approving noise as he saw just what Blake was doing to occupy her time while Sun got his chance to play with her pussy.

She had put just a bit of space between them, enough that she could lay back on her jacket which had been spread out on the ground, before proceeding to lie back and spread her own legs, revealing her slick entrance to the pair. Offering them a rather pleased grin at the attention she had garnered, the girl began to lightly finger herself in front of the two of them.

Blake, for her part, was very pleased with this situation. She got to put on a show for Ilia without running the risk of her shy little chameleon darting off in humiliation. Sun had her perfectly occupied, and that provided quite the show for her as well, watching as Ilia's legs were spread and her cute little snatch received a good petting. Seeing the unoccupied hole beneath, Blake grinned eagerly as a thought hit her. She moaned a bit, one finger sliding deeper into her own folds as she spoke up. "Sun... why don't you give her cute little butt some attention? She'll love it."

Ilia stiffened at that suggestion, her wide eyes peering over her shoulder again to meet the blue orbs of the teen pleasuring her. "P-Please no." She whimpered out, her cheeks flushing pink but the color spreading no further. This guy wasn't Blake. He'd been uncomfortable with this at the start, nervous. He had been nothing but gentle with her thus far, he'd been sweet the whole time.

The captive girl really hoped that meant he would actually listen to her on this.

"No means yes when it comes to her, Sun." Blake moaned out, continuing to finger herself as she watched the others.

"I dunno, Blake." Sun mumbled out, continuing to idly pet the girl as he spoke. "I mean, she's totally okay with this..." He chuckled at her fervent denial, ignoring it. "But she did seem pretty pissed when you did that earlier."

Relief flooded through Ilia at that. Thank goodness, her butt was safe for now...

Blake released an exasperated sigh. "Sun, if you do this now I'll let you fuck me until one of us can't go on anymore." She offered, her fingers never once stopping in their action.

Beneath her, Ilia felt the teen stiffen in a way entirely unrelated to his erection, his hands and tail pausing in their ministrations. She also tensed up, as that offer was most definitely something tempting.

It had now become a moral quandary for Sun as to whether or not he could bring himself to do something like that to the girl who had made it very clear she didn't approve.

On the one hand, the girl in question had already been made to come once while Blake was actively fingering her ass. But, on the other, she did seem adamant that she didn't like it. Even if she had come while it was going on, it didn't mean that was something she had enjoyed, it could have very well just been overshadowed by everything else.

Still, though, she was also adamantly insisting that she didn't like any of this. Which he could figure was a bold faced lie, because any girl who wasn't enjoying themselves at least a little wouldn't be so calm in his arms as he toyed with their body.

And then there was the very tempting offer Blake had just made. He'd hardly say that sex was all that he wanted out of a relationship with her, he liked Blake for more than just the very present sex appeal she had, but at the same time it was something he'd been interested in since day one. She was beautiful and he wouldn't have had any problems with a relationship between the two of them moving quickly into the physical.

Here she was, now, offering to let him take her for as long as either of them could handle. And all he had to do was potentially upset the girl he was currently pleasuring in order to do it.

Sun sighed. The chameleon blushed wider, knowing full well that it was a sigh of defeat and being completely aware of what it meant for her sensitive little ass. He offered her an apologetic grin. "Sorry. I'll be gentle, though."

It was the first time he'd said it, but Ilia had no doubt he would be. At the very least it wasn't going to be the rough kind of fingering Blake loved to dish out; she didn't necessarily mind those normally, but her bottom was the absolute last place she wanted someone to be rough with.

A gasp slipped from her lips as the hand which had been previously tending to her pussy moved down one, the teen's finger pressing gently against her tight backdoor. Ilia blushed, turning to look away from Sun as he began to slowly but surely penetrate her rear end with his index finger.

Her eyes passed over the incredibly smug looking cat who was happily fingering her own cunt to the show. She growled at her, the intimidating factor of it being completely ruined by her skin flushing pink as well as her spread legs showing off just why her skin had taken on that color again. Sun's finger was now slowly slipping in and out of her rear, something that she was very aware of. "Ahhhhh..." She moaned out, the stimulation finally getting to her.

Sun's tail had moved back to tease her breast, with his other hand pulling her into another kiss.

Again, Ilia could definitely appreciate the gentleness he was showing. It was so nice compared to the usual routine of Blake roughly taking her without any kind of remorse.

In front of them, Blake moaned her approval of the show they were putting on, her fingers pumping frantically into her own snatch. "You're doing a really good job, Sun." The dark haired Faunus complimented, her voice coming in breathy pants. "She's not nearly as rebellious as when we usually do this."

Ilia growled, pulling away from the kiss forcefully. "Because he's not trying to break me, you bitch!" Realizing what she'd just said, the girl blushed and turned away from both of them.

That got a bit of a chuckle from Sun as he continued to toy with her. "So you're okay with this as long as it's not rough?" He asked, making a point to slowly slide another finger in to go with the first one.

"N-No!" She bit out, eyes widening as the second finger found it's way into her rear. "I'm n-not okay with this! I'm not!" Her response came out as more of a squeak than anything, the girl unable to restrain herself from shifting in Sun's lap.

Her squirming ended up giving Blake an even better view, as Sun had shifted to try and accommodate her more. In doing so, she had slipped downward some more. The end result was that Ilia's rump was now even more visible to the cat girl on the ground.

Blake moaned, another hand coming up to pinch her nipple as the first continued with it's job down below. Watching Sun violate her little chameleon's rear was almost as satisfying as doing it herself, she couldn't help but note. Making certain to meet Ilia's eyes, Blake increased her pace and made no effort to keep her moans quiet.

If she was getting a show out of this, the other two should as well.

By this point, Sun had started to question whether or not the girl was really all that against anal. He'd been fingering her tight little butt exclusively for a bit, and she was moaning and gasping like she enjoyed it. Carrying on with this, the girl's protests coming out half-hearted even when she could get them out through the pleasure, he idly wondered just how often Blake had done this to her. "You know..." He mumbled, before planting a long kiss on the girl's neck. Seeing that he had her attention, those hazy grey eyes turning to face him again as he broke off the kiss. "I have to wonder just how often Blake played around back here." He emphasized just what he meant, needlessly, by thrusting his fingers deeper into the girl, which drew a long, loud moan from her. "Because you're still so tight." Really, it was like she was trying to cut his finger off.

Her skin flashed back to pink from the normal tone it had faded to yet again, something that Sun found amusing and adorable. Teasing her was so fun when the reaction was this volatile.

Watching this go on, Blake grinned as her companion in Sun had finally started to get into the swing of things.

Ilia mumbled something in response, inaudible over her heavy breathing and the pants and gasps that she couldn't stop.

"What was that?" Sun asked, leaning in. "You want me to add another finger?"

Frantically, Ilia shook her head. "N-No, please don't!" Already he was pumping two of them in and out, she didn't think she could take another.

Glancing towards Blake, he asked a question that made solidified Ilia's fears. "What do you think, Blake?"

"No means yes when it comes to Ilia, Sun." She gasped out, the show and her own ministrations bringing her close to her own climax.

Ilia screwed her eyes shut, gritting her teeth and trying to keep silent.

That went out the door when the third finger added itself to the party. "Eeeeeeeeep!"

The last time Ilia had squealed that loud, it was at Blake's hands.

Hearing that loud exclamation from her old friend as Sun's fingers drove her up the wall, Blake went over the edge. "Ahhhhhhh!" She moaned out, fingers setting a frantic pace as she tried to ride out her own orgasm as long as possible. Her back arched, her toes curled, and her ears flattened down on her head. After a moment, she went limp and lay back, breathing heavily.

Sun never stopped tending to the chameleon girl's rear, but he had to admit watching Blake go over the edge was incredibly hot.

"... Last time I heard Ilia make that noise was when I gave her a tail." Blake chimed in "helpfully" through her bliss, one amber eye open and regarding the captive girl. "She'll admit sooner or later that she loves it."

As if to prove that point, Ilia went over the edge herself. A loud squeak slipped from her throat as she bucked her hips, the girl squirming and wriggling frantically in the arms of her most recent tormentor.

She actually had even more of a reaction this time than the first one, Sun couldn't help but notice. Looks like Blake was onto something there after all. "You know for someone who doesn't like anal you sure did come pretty hard just now." He chuckled as the breathless girl tried to deny it. "You know, all this has been a lot of fun... but I'm dying for some relief here." He would definitely do this all over again without a problem, but the tent he was pitching right now was a clear indicator of just how aroused he was... and unlike either of the girls, he hadn't gotten off yet.

Blake chuckled, her own orgasmic high having died down enough for her to pull herself into a seated position. "Bring her here, Sun." She motioned towards herself. "I made you a promise, after all; I'm all yours. But I do want to make sure Ilia doesn't run off on us."

Sun stood up, pulling the wobbly legged chameleon with him. Half walking and half carrying the girl over to Blake, he relinquished his hold on their captive and let her fall into Blake's waiting arms. "... would she really run off naked and tied up?" The teen couldn't help but ask as he kicked his shoes off, yanking the socks off unceremoniously next.

Watching the blonde teen go about undoing his belt, Blake replied. "She's done it before." Turning her amber eyes on the girl in her arms, who's soft skin was pressed up against her own in a very pleasing way, she spoke up again. "Isn't that right, Ilia?"

The girl growled half-heartedly, apparently having finally given up. "... you would've run too if you saw the size of that thing..." She mumbled petulantly.

As Sun dropped his pants, his tent even more prominent in his boxers, he quirked a brow at Blake inquisitively. "What the hell did you do to this girl, Blake?"

The response that came included a giggle and a shudder from the pair respectively before Blake gave him something of an answer. "A lot of things, and not one that she didn't enjoy."

"Liar... You never left my butt alone..." Ilia griped, though by this point even Sun wasn't convinced seeing as how he'd brought her to orgasm pretty much solely playing with her rear end. The chameleon girl was currently nuzzling into Blake's neck, kneeling between the other girl's legs and allowing herself to be held without any fight. If it wasn't for the fact that her hands were still tied behind her back, she would almost look like she was nestled in her lover's embrace.

But, well, she was kind of tied up. It killed that image pretty easily, even if they'd basically fucked the fight out of her by now. If not for Blake's constant insistence that the girl liked this and the unconvincing arguments against that statement, he would have felt really uncomfortable with this situation.

Getting his boxers off, revealing his erection to the cool air of the night, he released a groan of his own; it felt great to finally free the beast, so to speak. Jeans didn't exactly have too much give to them when it came to a hard-on.

Eyes roaming over the newly bared body of the monkey Faunus, Blake almost felt like purring. He never exactly left much to the imagination running around practically shirtless, but at the same time seeing all of Sun Wukong was a very pleasant experience for her.

He was lithe and fit, his body very clearly well taken care of. Likely in part due to Aura, there were no scars on his body. Not much could really stick considering both the protective and healing properties of Aura. His hair was just a bit ruffled, more so than usual that is, from the short battle with Ilia and then the activities following, with his tail waving about lazily behind him per the norm.

Moving on from his body and towards his member, Blake had to admit she was looking forward to him putting it to use. He wasn't the largest she'd seen, but he was a bit above average. Certainly a good enough size for her, at least.

It was a good thing he wasn't carrying a monster cock, honestly. If he'd been too big then Ilia would probably have started freaking out when she told Sun to put it to use on her.

As it was, however, she merely laid herself back, pulling Ilia with her, and spread her legs.

The spy girl came down with her, her rump sticking up in the air from that as she had been on her knees prior. As Sun made his way behind them, she released a little squeak of embarrassment as he now had a full view of her butt.

On his knees before the two girls, the monkey teen reached out and gave the tanned girl a little slap on her ass, making the flesh jiggle and the owner of said flesh squeak again. Seeing as how his current target was the dark haired teen beneath her, however, Sun quickly went to work repositioning the tied girl so as to allow him access to Blake.

Of course, he didn't neglect to grope the girl's butt at every occasion. The reaction it got him was always pleasant, not to mention the satisfaction just from squeezing those cute little globes.

After a bit of this, Ilia had been moved in such a way that she was flush atop of Blake, who had wrapped her slim arms around the girl's back to keep her in place. Ilia's crotch was positioned right above Blake's, with the redhead's legs spread and out of Sun's way so he could get a clear view of his target.

"Like the view?" Blake teased, a small smirk on her lips as she looked up at him over Ilia's shoulder.

Taking it all in, the sight of the two girls prone before him and one of them practically begging him to plow her, Sun could safely say this was one of the greatest things he had ever seen. "Yeah, yeah I do." He grinned widely, quickly taking position. Leaning over Ilia's shoulder, making certain to press himself against her back and enjoying the shiver it brought from her, he pressed his lips to Blake's for a moment before pulling back.

It was just a peck, really. He'd done more with Ilia while she was in his lap, something that Blake couldn't help but question. "That was a bit... less than I expected." She then felt her eyes widen and her ears stand up as her statement drew a rather... interesting reaction from Sun.

His grin got a bit toothier, and there was a bit of evil in those blue eyes of his as he replied. "Oh, don't worry. Just figured you would want to know what it was like when I'm gentle too, ya know? Since you're not gonna get that once I get going."

With that said, Sun made good on that promise immediately by sheathing himself to the hilt inside of Blake right out of the gate.

The black haired girl let out a loud yelp intermixed with a moan as she was suddenly penetrated. He'd gone all the way in with a single stroke, filling her entirely. That sensation in addition to the force of the thrust rocking her a little bit, which caused friction with Ilia atop her, had her seeing all kinds of stars right out the gate. "Ah! S-Sun!" She squeaked, eyes shooting wide in surprise. From above her, Ilia's eyes widened as well, the girl just as surprised by the sudden change.

Blake, after watching Sun treating Ilia like she was the most delicate piece of art on the face of the planet, had not expected him to change gears so fast.

Sun didn't give her much time to think beyond that, sliding out all but the tip before slamming back into her again, drawing another loud moan from her.

He wasn't being gentle about it, true to his word. He was fucking her like there was no tomorrow, growling and grunting in almost animalistic pleasure as he slammed into her, his hands on her hips keeping his aim on point as he carried on with ramming the black haired girl he'd been enamored with for a good while now. "You have no idea how long I've wanted to do this!" He groaned out, bottoming out in her again. "I never figured I'd go from getting slapped to fucking you senseless, but I am a-ok with that!"

While she wasn't able to get it out through the pleasure clouding her head, Blake would definitely agree with that sentiment; if she had known he banged like a loaded freight train then their relationship would've been a lot more entertaining up to this point.

As it was, the cat Faunus could only really get her mind working well enough to formulate a few responses. "Oh God, Sun, don't s-stop!" She shouted, wrapping her arms tighter around Ilia and rubbing her body against the captive girl to generate as much friction and contact as she could while Sun continued mercilessly pounding away at her.

Ilia, for her part, was equal parts nervous and aroused.

This was the teen who had been nothing but gentle and sweet with her? She had caught the look on his face while he fucked Blake beneath her, and it was nothing like what he'd been wearing while toying with her body.

He looked like a predator who finally caught the prey that had been eluding them. It brought shivers up her spine, and she wasn't sure if that was in the bad way or the good way. With the way the events of the night seemed to be going, Ilia wasn't expecting to get out of this incident without a dick being buried in her at some point tonight. And she wasn't even really concerned about that, because a part of her did actually want a taste of what monkey boy had under those jeans, especially after it had been poking her while she sat in his lap. Since he was being so sweet on her she felt like he at least deserved a reward... but then he pulled this, and now she was a little unsure.

Blake wasn't going to let her get out of this situation without getting a good fucking, she know the damn pervert cat well enough to be sure of that. But Ilia had at least hoped it would be gentle to match the pace he'd been setting with her earlier.

She... wasn't entirely sure that was a realistic hope at this point.

Considering the frantic pace Sun was setting, it was unsurprising that it took a relatively short time for one of them to hit their peak. Blake was the first, coming to her second orgasm of the night. "Ahhhhhhh! S-Sun!" She moaned out his name, her bare toes digging little trenches in the dirt as her climax hit her hard.

Ilia winced a bit as the cat girl's nails dug into her bare flesh, the stinging pain not negated by Aura due to just how small it was.

Sun, for his part, wasn't able to restrain his own orgasm as Blake's walls clamped down on him. In a brief moment of clarity, he made certain to pull out; from there, he finished himself off by rubbing himself between the two mounds of the two girls, something that brought a sharp gasp from the chameleon on top as she had otherwise been mostly untouched while it was Blake's turn.

As close as he was when he had pulled himself from the warm, silken vice, he had no trouble finishing off from the stimulation of the two girls rubbing against his shaft. "Ahhhh... Fuck!" He shouted, driving himself forward and letting himself go. His orgasm shot forth and landed on Blake's stomach, the string of white leaving a bit of a mess on her.

But neither of them really cared about that. Blake, for her part, was exhausted; she was breathing heavily, hair splayed out behind her and ears twitching, with one slim white arm coming up to rub the sweat from her brow. "... Wow..." She breathed, looking up at the equally sweaty form of her most recent lay. "That was amazing."

Taking a few deep breaths, Sun replied much the same. "You're tellin' me. That was awesome. I keep thinkin' I'm gonna wake up any second now."

"Don't worry about that." Blake replied through her exhaustion. "We're going to do this more."

"Sweet." Sun chuckled, finally getting his bearings again and belatedly remembering the chameleon girl was still there.

And she was looking at him with a pair of grey eyes swimming with nervousness, excitement, and a little bit of fear. "Uhm..." Ilia began, attempting to lift herself off of Blake but being unable to as the black haired girl quickly snaked her arms around her again, pulling her close. Squeaking at that, Ilia spoke up again. "C-Come on! Please l-let me go now!" She rambled frantically. "Haven't you had your fun already!?"

Blake purred. "Oh, don't worry dear... we've had plenty of fun... but you still haven't." Pulling the girl's head down, she dragged her into a long, steamy kiss. After a moment, she surprised the chameleon girl by flipping them both over, her leg rubbing between those of the other girl and drawing a long moan from her. "You still need to have a taste of Sun, after all..."

Still disoriented from the sudden flip, which was none too gentle per Blake's norm, and feeling the still warm cum on her belly from the girl rubbing against her, Ilia could only release a whine from the back of her throat at that declaration.

"Heh..." Sun chuckled, tail wagging behind him. "I think I've got enough left in the tank for one more." He announced, standing up and stretching.

Ilia whimpered, fearful grey eyes peering up at him, clearly expecting the same treatment Blake had received.

But Sun had other plans. Blake was... special. After the trouble he'd gone to just being close to her in general, all the crap she'd put him through or he'd voluntarily went through for her sake... that was just a lot of unresolved sexual tension finally meeting it's end in a spectacular way. "Hey, Blake, untie her for me would ya'?"

This time his eyes met a pair of amber as he made that request. She paused for a moment, looking between the two of them. After that, she leaned down next to the chameleon girl's ear and whispered something to her that made her body go pink and freeze stiff.

Seeing her threat had made an impact, Blake rolled the other girl onto her stomach and quickly went about undoing her restraints, though she did take some time to cop a feel of her butt while having her in such an ideal position for it.

After a few moments, Ilia's arms were free again. Her first instinct to simply bolt was restrained by the threat Blake had made to her, and so she simply wiggled out from under the dark haired girl and turned to regard Sun warily. "... W-What are you going to d-do to me?" She asked, gaze falling to his semi-flacid dick, which was well on the way to recovering from his first orgasm of the night.

The blonde monkey grinned at her, motioning her over with a finger as he sat back down against the tree he'd been up against at first. Blushing, she crawled over to him, earning a playful smack on her rump from Blake as she passed and squeaking loudly at that. In front of the monkey Faunus, now, she merely sat on her knees and rubbed her bottom where she'd been struck.

"Why don't you get me up again?" He suggested, throwing his arms behind his head and parting his legs to give her a good idea just what he was implying. Ilia blushed, but complied, crawling forward some more.

Looking at his member, she took a moment to compose herself before leaning down to give it a lick, tasting Blake's juices on the rod as she did so. That didn't particularly bother her, though, because by this point she was intimately familiar with Blake's taste.

It didn't take long for her to move on from that. She wrapped one of her hands around the shaft, still licking the head, before it stiffened up a bit. "Your hands are soft." Sun complimented out of the blue, a grin on his lips. He groaned as she stroked his rod, that grin never leaving. "And you're doing a good job of that, too."

Emboldened by the praise, Ilia allowed herself to do a little more. She slowly placed her mouth around the head, grey eyes darting up to see what kind of reaction this brought. Meeting the blue eyes of her partner, she held them there as she slowly allowed herself to take more and more of his shaft into her mouth. After a bit of this, she closed her eyes, unable to keep his gaze.

... she was embarrassed! He hadn't taken his eyes off of her that whole time, he was probably still looking at her. His chuckle didn't help matters, her skin flushing pink yet again under his watchful gaze.

He wasn't flacid in the slightest anymore, though. No, now his shaft was rock hard from her efforts.

A hand on her head drew her attention, the monkey teen lightly rubbing her scalp. "That's enough. I think you know how I wanna finish this off, right?" He asked, grinning down at her.

She pulled away from his cock, freeing it from the confines of her mouth. Looking up at him, she made one request that she sincerely hoped he followed.

"P-Please... be gentle?" Behind her, she could hear Blake chuckle at that request, clearly expecting the opposite.

The only response she got from him was that same wide, toothy grin, as the blonde teen beckoned her closer.

She gave in to his demand immediately, shuffling into his lap again; this time, though, they were facing each other; with her on her knees above him, her chest was right around his head. Sun wasted no time and immediately latched his mouth onto one of her nipples, drawing a surprised moan from her. From there, his left hand snaked down and grabbed her rear, giving her a soft squeeze. "Ah!" She gasped, eyes widening as she looked down at the teen, surprised that, for the moment, he was following her request.

The blonde released her nipple for a moment. "What, you asked me to be gentle didn't ya? Don't be so surprised."

A tiny little smile came to her lips, the girl genuinely pleased that he was back to being sweet. She couldn't help but glance at Blake, who was off to the side with a quirked brow. She stuck her tongue out at the girl in a brief fit of childishness, taking great satisfaction in the surprise it drew from the catty bitch who'd put her in this situation in the first place, before returning her attention to the teen beneath her as he continued to toy with her body.

Blake, for her part, was a little disappointed that Ilia wasn't going to be subject to the same treatment she had been. But, on the other hand, her little chameleon had clearly gotten into the swing of things by this point; her arms were above her head, presenting her admittedly small chest to Sun, who was gleefully suckling one nipple while his tail rubbed the other, gasping and moaning as he rubbed and squeezed her ass, and all around putting on quite the show for him.

And her as well, Blake had to admit. She reached down once more to begin playing with herself, a grin on her lips as she watched Ilia and Sun go at it.

"Aaaaah..." Ilia moaned out, hazy grey eyes regarding the boy that was sending so much pleasure through her. "Sun..." She whimpered as he pulled away from her nipple, directing a curious glance at her since this was the first time she'd said his name. "I want it..." She mumbled, glancing away. "P-Please?"

"I'm happy to give." He replied, gently tugging her down, his hard shaft meeting her soaking lips. She gasped at that, but made no effort to move away; she'd finally given up and accepted that she did want this, even if she hadn't at first. Slowly, he pushed her down more and more, his member being engulfed by her tight warmth. He groaned, a low, guttural sound from the back of his throat, as he felt the silky vice of her insides taking him in more and more.

She wasn't quiet either during this. "Aaaaah... Y-Yeeeeeesssss..." Ilia moaned out, throwing her head back in pleasure as he finally bottomed out inside of her. She could practically feel every little twitch and throb of his dick inside of her, each and every inch of the teen's shaft spreading her tight walls.

Since Blake had left, she hadn't been with anyone at all. And those toys Blake loved so much paled in comparison to the real thing, she had to say. Or maybe that was just because Sun was treating her nicely, as opposed to the pushy catgirl bending her unceremoniously over a table and stuffing her full of strap-on.

Ilia didn't waste any time, taking initiative on her own to lift her hips up, enjoying the sounds it prompted from the boy beneath her. Just as he was about to be removed from her entirely, she slid back down slowly.

That was the pace she kept up, and much to her surprise Sun didn't seem to mind. He just smiled up at her, letting her dictate the flow of things.

The chameleon girl felt her Faunus trait acting up again, a pretty pink flush on her cheeks that quickly spread across the whole of her body.

She sped up her motions, getting to a comfortable pace for the both of them. Her arms wrapped around Sun's head, holding him close to her chest as she bounced up and down on his shaft. "Oooh... this feels so goooood." Ilia moaned. "Yee!" She squeaked as, again, her rear end was assaulted.

The hand that had previously been groping her right cheek was now prodding at her backdoor. Any complaint she had was cut off as Sun's other hand gave her a light spank on the other cheek, pushing his index finger into her butt at the same time.

A loud moan came from the girl as Sun began actively thrusting, interrupting the rhythm she had set up. One hand of his slipped around her body to steady her, the other continued to pump in and out of her tight little ass.

Shortly after this, Sun shifted their position, having let the girl have her fun on top.

"Ah!" Ilia gasped, falling backwards. It wasn't a rough fall, the boy's arm had steadied her as she went down, but it was entirely unexpected. The two of them were disconnected from where they were previously joined at the hip.

He leaned forward, laying her back on the ground and looming over her. "You alright?"

Ilia looked up at him, surprised by the sudden change. "Um... y-yes." She squeaked, blushing up at him. Without saying a word, she spread her legs for him, allowing him full access to her.

Sun chuckled at the eagerness, leaning down to capture her lips in a soft kiss yet again. She moaned into the kiss as he pinched her nipples, before his hands slid their way down her body to her hips where he held her steady, aiming himself at her soaked entrance to pick up where they left off.

Only to blink as a pair of hands covered the pretty pink pussy he was about to penetrate. Looking up at the owner of said hands, Sun quirked a brow. "Sending some mixed signals here, Ilia."

She was blushing, the color quickly spreading through her body. Her hands remained over her slit, though. "... I still want it. Just... n-not there. You understand?" The chameleon girl asked, not looking at him.

Sun's eyes widened a bit. "Really now?" He asked with a chuckle, taking in her lovely bare form again as their little conversation went on. Even florescent pink, she was still beautiful; he really did love her skin and how it changed colors. Upon looking at her closely, he had to question how he hadn't been able to tell she was a Faunus at first glance.

Ilia nodded, not trusting herself to answer verbally.

Well, that was all the encouragement Sun needed. He would admit that hearing her reactions to having it teased this whole time did make him wonder just how she would like the whole thing.

Without further adieu, the blonde teen redirected the tip of his member towards her tight little ass. Pressing the head against the puckered entrance, her vaginal fluids serving as all the lube he really had on hand, Sun began to gently push forward.

For her part, Ilia was asking herself why the hell she did that. She did not like anal! Despite Blake's claims! Just because the stupid cat girl would ram her ass with a strap-on and make her scream like a little girl didn't mean she liked it!

She just... expected it! Yes, that was it. This was Blake's fault. It just didn't feel right if she didn't get it there, and it was all because of stupid Blake and her stupid insistence on stuffing her butt.

That was her story and she was going to be sticking to it until the end.

As expected, when Sun did get his shaft into her rear it was unbelievably tight. He honestly had no idea why the girl who had been claiming this whole time to hate anal was telling him to fuck her ass, but he sure wasn't complaining.

He took it slow, though, for her sake; she was digging her fingers into the dirt, looking away from him with her eyes screwed shut, and her toes were curled while she squeaked, whimpered, and moaned at the penetration of her tight rosebud.

Hey, she'd asked for it gentle and he was going to oblige. The look on her face when she'd clearly thought he was gonna give her the same treatment as Blake was pretty great, though.

"Aaaaaaaahhhhnn..." She moaned as he buried himself to the hilt in her rear, finally managing to look at him again after being too embarrassed to meet his eye for a few moments. "It feels good..." Ilia mumbled. "More... please."

Well, that completely debunked her whole story about hating anal, he was getting more reactions out of her now than he had before.

Whatever. Sun wasn't here to judge her, he was here to, as Blake had put it, make her happy.

So he had to fuck a smile onto that pretty face of hers, and that's just what he planned to do. Pulling out, again marveling at the tightness, he wasted no time in getting a steady pace set up, rhythmically thrusting himself into her.

"Y-Yes! K-Keep going, don't you dare stop!" She shouted as he began actively thrusting into her.

Sun felt a pair of lithe arms slide over his shoulders and a pair of soft breasts at his back. "Enjoyin' the show, Blake?" He asked, continuing to pound the sweet little chameleon beneath him.

An approving hum came from the girl as she watched things go on from over his shoulder, enjoying the sight of Ilia's small chest rising and falling as she was fucked. "You finally broke her, Sun. I'm just so proud." She chuckled at the odd look he gave her in response to that, more amused by the fact that he didn't pause even a moment in ramming her tight little ass while doing it than she was by the look itself. "I saw her ask you to pound her cute little butt; she never asked me... I just did it anyway." Ilia growled at that, but whatever she had to say was cut off by a loud moan as Sun continued to mercilessly pound her. "So proud."

"Maybe you'll be next." Sun chuckled, sending her a look. "Bet you she'd like to see you get yours for once."

"D-Damn right I wo-Oh! Would!" Ilia moaned out, tossing a glare Blake's way. "G-Give her a taste of her own m-mediciiiiiiine!"

Blake snickered at that, a challenging smirk on her lips. "Oh? Maybe. You'll have to stick around for that, though, I-li-a." She sang.

"As if I w-wouldn't!" She squeaked, before her eyes went wide as Sun began to pick up more and more speed, the blonde apparently nearing his climax.

With Blake hanging off of his back and a cute girl under him, Sun could probably get away with saying this was the best day he'd ever had.

The world rocking orgasm did wonders for solidifying it's position there, in his humble opinion. Not bothering to pull out, Sun instead pushed himself as deep into her tight little ass as he could, which apparently was enough to set off Ilia's orgasm as well because she clenched around him tighter than she already had been while moaning out his name.

Breathing heavy, Sun nonetheless wrapped his arms under Ilia, picking the startled and tired girl up and dragging her with him as he fell backwards; the action surprised Blake, who had been pressed against his back, and she also fell onto her rear.

This ended with Ilia's front flush to his, with Sun reclining on Blake's thighs. Giving the dark haired girl a wink and a laugh, the blonde monkey proceeded to squeeze the chameleon girl's butt one last time before he made a declaration.

"Yeah, I'm going to take a nap now..." He announced. "Wake me if somethin' happens."

And within moments he was out like a light.

Both girls couldn't help but be surprised by how suddenly that had happened, both the shift in position and the loss of consciousness from the boy.

Blake laughed a bit, running a hand through his hair. "Well, that's Sun for you..."

With her hands flat on the sleeping boy's chest, Ilia looked up at Blake and gave her a half-hearted glare.

Eyes rolling, the cat girl replied to the unspoken statement. "You're not angry in the slightest and you know it." She declared, full of confidence in that statement.

Huffing, the chameleon looked away. "... can't believe I let him do that..." She mumbled.

"I'm just as surprised. You always fought me so hard on that." Blake giggled at the heated look that was back on her. "Oh, come on. You said you'd be sticking around to see me get mine, right?"

That statement, while it was phrased as a joke, did hit hard.

Blake was asking her to abandon the White Fang, just like her. To come with her instead.

Ilia sighed. "... You're a bitch, Blake." She muttered, laying her head on the blonde teen's chest and listening to the sound of his heartbeat. "... but you're my bitch, I guess..." After a moment or two of silence... "... we're sharing the monkey boy?"

"Oh, fuck yes." Blake replied immediately.

"Kay. I'm in." Ilia responded, nuzzling into said monkey boy. "... I'm taking a nap too. He wore me out."

"Night, Ilia."

"Night, Blake."

As she watched her little chameleon fall asleep on Sun's chest, the blonde teen using her lap as a pillow, Blake couldn't help but smile, even though a long sigh came from her lips. "... I need to stop running away, or I'll never get anywhere, huh?" She pondered Ilia's earlier words.

She had tried that when the White Fang started using force, she'd thought that was facing her problems. But after realizing they were going about it in a way she couldn't stand behind, she had ran; at first, Blake had thought she was running towards the real solution, to become a Huntress and make the changes needed from the inside of the system, to make sure that the new outlook of the White Fang didn't get the chance to destroy what they stood for.

But she had no excuse for running away, this time. There was no new solution she was dashing towards, she was just hiding from her problems.

Leave it to the chameleon to let her know she was trying to hide.

Another sigh.

"Alright. We'll stop running away." She decided, eyes flicking towards the scroll that had started this whole incident. "Once we're all rested, that is..."

Blake Belladonna smiled.

AN:This fic assumes a lot about Ilia's canon history, obviously, for the sake of smut.

What I do think is somewhat true about it is the two of them having some kind of friendly acquaintance with one another, as Ilia pointedly refuses to attack Blake despite Blake being unarmed, but has no qualms with attacking Sun. On top of that, she retreated from the, again, unarmed Blake with little prodding, as well as claiming she shouldn't have come back.

They've got some kind of history and I'm of the mind it's either Adam telling Ilia not to harm Blake that stays her hand or an old friendship that's doing so. Again, the latter is assumed and then embellished for the sake of this story, and I am of course taking liberties with a character I honestly have very little knowledge of in Ilia solely because I think she's cute.