"L-Levy?" Lucy asked, knocking on the door softly but poking her head in before getting an answer anyways.

She was just curious, worried maybe, about her friend. A few moments ago they had just been of the couch and Levy had turned a dark shade of pink and ran upstairs. Lucy had waited a few minutes, because maybe Levy had to use the bathroom suddenly, or was struck by mother nature's curse, but after awhile she had gotten worried. The blonde had snuck up stairs to the bathroom.

The first thing she noticed was that the door wasn't totally closed. The second was the soft panting and gasping from behind it. Then came the odd smell that Lucy couldn't place. The final odd bell to go off was the thick heat she suddenly felt. Having no idea what was wrong and with a feeling that she HAD to check up on her friend, she pushed the door opened.

"Levy?" the girl asked again, pushing the door now wide open.

"Oh shit." Both girls gasped.

Levy blushed, her back against the bathroom wall and her blue sleep shirt had ridden up almost to her chest, her visible stomach and the bottom part of her naked breasts drenched in sweat. Her blue hair, bare of its yellow ribbon now, was sticking to her face. Lucy followed a droplet of sweat from one of the bluenette's nipples down her thin stomach, over the tip of her thumb that rested on the waistband of Levy's small black sleep shorts, towards the partially revealed pink panties.

"Why..." Lucy began to ask 'why is your hand in your pants' before the shock left her and her nativity cleared. "Ohhhh." She blushed, looking away from her friend momentarily and up to the ceiling. A silence be fell them, except for the beating of their hearts that both was sure the other could hear, as Lucy's eyes follows the tile design on her ceiling till she caught the glimpse of her everyday mission outfit.

She had left it on top of the shower's curtain rod after her shower. With it, she noticed, was her whip. Her black leather whip. Her whip.

She reaches up and takes it out of its holster.

"Lu-chan?" Levy gulped. She felt cold now, the heat that had held her passionately before was now gone. She was clammy and embarrassed. But still horny.

"You're over my house...sleeping over...and then you just run upstairs after we're on the couch and you-" Lucy began, her own chest aflame and unaware of where her words came from.

"Your foot was pressed up against my butt Lu-chan." Levy murmured, looking at Lucy's bare feet.

Lucy nodded slowly, her heart pounding and her cheeks pink. She felt her tongue swell up in her mouth, her own nerves chocking her. She had no idea where her brain was going; she really wasn't this sort of girl. Lucy had no idea where this intense heat was coming from.

She chocked back her nerves and began to speak again. "You came upstairs to masturbate because my foot hit your butt? Just because I touched you, Levy, you needed to masturbate. You're in my bathroom masturbating to me?!" Lucy chastised, stepping closer to her friend on auto-pilot.

In tight black leggings and a thin white shirt she managed to look strong, determined. Her hips sowed and so did her large breasts. But Levy was more concerned with the whip her friend had in her hands. She couldn't find the air to breath, let alone respond.

"I asked you a question little Levy." Lucy spoke angrily. She was unaware how she could come up with that emotion; inside she was shaking. Why was she doing this? Was it this; this feeling of stomach turning lust that kept her from going anywhere with Natsu? The tip of her whip, shaped like a heart, flew out to gently slap Levy's arm, making it ever so obvious that Lucy knew why Levy was up here but just wanted to make the girl say it.

"Y-yes L-Lu-Chan." Levy stuttered, biting her bottom lip and swiveling her hips around in a small circle as she tried to contain her lust. She was getting hornier then when she had been alone in the bathroom.

Still on auto-pilot Lucy stepped forward, now inches away from Levy. "You're getting pretty wet Levy. I can smell it radiating off you." She murmured, grinning softly.

The blue haired girl nodded, shaking now. Being verbally degraded was turning her on. She knew she had liked Lucy for awhile but she had no idea how hot Lucy could have made her if she had just been caught earlier. But why was being verbally degraded by her best friend so hot?

Lucy bent down and tugged at Levy's shorts until her pink panties where on display. The evidence was clear. "You're getting so horny off this Levy. Lustful, aren't we?" Lucy chuckled darkly.

The blonde almost scared herself and she swore that Levy could see the tremor in her hands. This was so out of character for her. She was not like this. She didn't like her best friend like that. She wasn't consumed by a desire to hurt her friend in such a GOOD way. She wasn't, herself, soaking wet.

Lucy pushed her larger breasts against Levy's smaller ones, her shirt pressed against the bare skin of her friend's wet skin. She moved her whip to one hand and her now free hand moved to press her index and middle fingers against Levy's womanhood through her panties. She pushed herself against the shorter girl until her back was pressed against the wall. Her fingers began to sank into Levy's womanhood, through the wet panties that hardly did anything anymore. "Get your hand out of the way Levy." The blonde ordered and the girl did as she was told, her fingers wet with her own juices but against her bare side.

Lucy grinned, thrusting her hips forward to grind with Levy, and moved her fingers around slowly. "Put those dirty hands above your head." Lucy again ordered. Again Levy complied, blushing. When the shorter girl's hands where above her head they where quickly tied with the whip, expertly as Lucy only had one hand at her disposable.

"W-where...is th-this...coming...fr-from Lu-chan?" Levy breathed, her face hot with pleasure. Her head was cocked back slightly, exposing part of her neck and she was putty in Lucy's hands.

With a devilish glint in her eye that neither knew Lucy had the blonde responded with a smack to the face. "I didn't say speak Levy." Lucy's now free hand pushed the girl's shirt further up, revealing her breasts. She almost purred, running her thumb across Levy's hardened nipples just as she slipped her fingers past Levy's panties.

"Gah." Levy squeaked, bucking her hips as pleasure shot up and down her body. She shook, slightly, side to side. Levy's fingers where driving her crazy.

Lucy's grin rivaled the Cheshire Cat's and her lips suckled softly on Levy's neck as the girl squirmed.

Her wrists hurt against the binding of Lucy's whip but she continued to drip her fluids onto Lucy's fingers, violently turned on. She bucked again, Lucy's fingers pumping her womanhood in time to her heartbeat.

The blue haired girl shook as Lucy's other hand continued to play with her chest. She mewled softly as Lucy's fingers found her clitoris and the girl melted into a hot pool of pleasure in a violent surge. Lucy's lips, for the first time that brief encounter, found Levy's just as the girl moaned and shuddered through her orgasm.

"Oh god...Lu-chan." Levy moaned.

Lucy grinned, kissing her again. "I know." She purred.