Having just come back to their shared room after a particularly hearty and lavish dinner full of red meat and leafy vegetables, Fern began to undress, while thinking over what may have led to the dinner. As travellers, they didn’t have much in the way of money, and what little they did have went straight into lodging and food, though never as luxurious as what her Master had splurged on tonight.
Beyond the basics necessary for living, the rest of the money often went towards random spell components she wouldn’t be able to use during their travels or bulky artefacts that a mage would decorate a lair with that would be impossible to travel with; this was how Fern often was left in charge of both money and supplies, but her Master still managed to squirrel cash away at times.
As they had been travelling together for well beyond a decade and more, Fern had never once seen her Master’s supposed abode, and she still suspected that Frieren more accurately lived with someone. Whether or not this supposed third party was still alive was a question Fern came back to whenever she needed a pointless distraction, as very few people her long lived master knew were still alive.
She managed to get her simple white dress off, and a sudden sensation spread across her, as she realised one horror that might await her at the end of their journey.
Master Frieren was sloppy, and without Fern consistently keeping her chaos under control, their shared rooms would often be a chaotic mess of grimoires, spell components, spell remnants, and her Master’s laundry; Fern could only imagine what Frieren’s ‘home’ was like.
“Early night?” her Master asked, the seemingly cold and emotionless voice bringing Fern back to reality.
When she’d first met her Master, she had believed the facade; that her future Master was ice cold and cared not for much if anything.
But after a year of travelling, the facade had been quick to melt. Her Master was curious about all things magic, and just seemed to show little interest in anything else. And based on how her Master thought ‘a little while’ equated to atleast a year, she’d eventually learnt that her Master wasn’t emotionless, so much as ‘glacial’ in how she displayed them. Unless you knew what to look for, you would miss the small cues, the almost imperceptible way she smiled, how her Master would willing spend entire seasons in exchange for seemingly ‘useless’ spells; which was how Fern could sense the traces of anxiety on her features, which was odd in itself.
….as was the fact her Master was sitting cross legged on her bed, naked.
Fern eyed her Master, as something was very obviously up but the nakedness was a new thing, and it was throwing off her usual ‘see through Frieren’s blatant lies’ detector.
“I was planning on going over my grimoire.”
“Good. Mine’s on the desk, if you need to compare, or add to your repertoire.” Her Master turned her intense gaze towards the paper in front of her.
Apparently, it was a new form of sleeping spell, but it was a self inflicted one, so Frieren had said she was curious as to how the spell worked, as most spells of this nature was specifically to target others.
Fern’s own curiosity got the better of her.
“Why are you naked, Master?”
She was fairly certain her Master wasn’t trying to seduce her. While she had definitely had envious eyes on her as Fern had matured in the voluptuous mage she now was, she was fairly certain her Master wasn’t capable of lust; partially due to the lack of any sexual interest she’d displayed on their travels, and the fact Frieren would often muse as to whether the Elves were ‘dead’ as a species, as she hadn’t seen another Elf in a few centuries and was curious as to whether she was even capable of sexual arousal anymore.
And as the one who had put herself in charge of ensuring her Master was presentable, this wasn’t a step in their routine; her Master atleast had the dignity to look after herself when she was awake.
Her master turned, her back now facing Fern.
“This sort of spell generally has a stated duration, yet from the notes we received, this spell doesn’t have anything obvious, and the markings and annotations are too vague. So I’m going to test it.”
That made sense. Her Master loved magic, and especially the small and weird unique spells normal mages would ignore as their usages were too niche.
Which Fern had originally agreed with, as beyond the Attack, Defence and Flying magic, she hadn’t realised the value of the little spells.
But during her travels, Frieren consistently had shown her why all these esoteric and pointless spells weren’t as pointless as Fern had decided they were. With a simple rust cleaning spell and a basic seed propagation spell, her Master had created a simple scene of beauty in honour of the Hero Himmel.
So as long as her Master didn’t waste their time, Fern went with her Master’s flow.
…but just because her Master had a point, it didn’t mean she had run of the mill.
“Why are you naked, Master?” Fern repeated; her tone flat as her willingness to put up with bullshit.
The briefest of flinches was all Fern needed to know that her Master was up to something.
“….I’m concerned the spell might last longer than anticipated.”
Her Master began to tremble ever so slightly, as Fern loomed over the petite and naked mage.
“How long is that?”
“Based on what I can decipher, maybe twelve hours, or even up to a full day.”
Fern glared a hole into her Master’s back.
“The dinner was a bribe?”
Fern took the resulting head movements as an assent, so she sighed, one filled with the depths of someone resigning themselves to an unexpected workload.
“Master, could you atleast give me warning next time?”
Another head movement from her master; and another assumed assent.
Fern sighed again, and finished changing into her night garments.
She wouldn’t be staying up late tonight, as tomorrow might require more effort than she was expecting.
“Fern?”
“Hmmm?”
“Feel free to use whatever you need for your spells while I’m out.”
“Okay.” She answered automatically, as she climbed into her bed, and opened her grimoire, barely reading as she watched her Master perform the spell. Thankfully, having been told of its purpose, Fern didn’t jump to her Master as a strange gas settled around her Master’s face, Frieren quickly passing out as a chemical smell started to creep towards Fern; she was quick to open the window though, summoning her own gust of air to blow the strange smell away.
Having ensured the spell didn’t affect her, and maintaining a small current of air near her face on the off chance of something invisible still being present, she checked on her Master, who had fallen forward, ass up in the air.
Her intelligent and bright Master, who was well regarded for her amazing grasp of magic and magic theory, had managed to unintentionally start suffocating herself, as her face was buried in her pillow, with her body weight ensuring her idiot Master would die.
As fortune would have it, Fern adored her Master, so she was quick to lay her down, and turn her head to ensure she could still breathe, which she was definitely still doing now that her airways were unobstructed by soft pillows. Fern also checked her pulse, and sighed in relief upon feeling her Master’s heart still beating.
The spell was ‘safe’ for now, assuming the caster wasn’t an idiot.
She waited an hour, checking her Master on random intervals, and was satisfied with no change in her Master’s health.
She then spent another hour properly going over her own grimoire, before helping herself to her Master’s grimoire.
Unlike her own Grimoire, Frieren’s grimoire exuded magic. But from what she had gathered from when Frieren allowed her to peruse it, it was less a ‘dangerous magic’ sort of spell and more a ‘I’m allowing you to see these specific sections only’ sort of spell. But the residual magic she was used to feeling was gone, as if Frieren was allowing her student unrestricted access.
Which, initially, got Fern excited, as she needed to know what sort of strange and eldritch knowledge her Master was finally allowing her to witness.
…her excitement quickly dampened, as beyond a few treatises on the evolution on Attack and Defence magic, her grimoire was almost page for page a replica of Fern’s, but in Frieren’s handwriting and her own thoughts and notes.
They were thoughtful and unique insights, so Fern dutifully copied them into her grimoire, but after a few hours of this, she couldn’t help but be disappointed.
Why would her Master bother ‘hiding’ her knowledge from her, if it was just the strange variety of banal spells Fern had helped her Master acquire?
It was when she got toward the last few pages of the grimoire, that she found a strange entry: ‘For Fern, once she’s matured.’
What did this phrase mean? Matured how? Did her Master mean physical maturity, or was it maturity in some elven way that Fern probably wouldn’t meet until she was old and decrepit?
All these questions and more raced through Fern’s mind before she gave up trying to decipher what her inscrutable Master could mean.
The strange magic had faded, which meant she could read it, so as far as she was concerned that meant she was ‘mature’ enough.
The anxiety at potentially transgressing on some unforseen taboo refused to dissipate as she glanced over the single spell her Master had placed in this section. The spell itself was simple, and would only run as long as the caster fed it mana.
As far as Fern could discern, nothing about the spell needed maturity in its use.
“Does the spell just grow a mushroom?”
Unlike all of the other spells her Master had collected, which often had notes on usage, flexibility, her thoughts on how she might be similar spells, whether or not she could change anything about the spell and have it keep its effect, and even just her personal thoughts; this spell had nothing beyond exactly what was needed to cast, even after covering the page in mana or in any of the other ways Frieren had shown Fern to find secret text.
….well, there was no evidence to suggest it was unsafe, and she definitely didn’t trust her Master’s views on maturity, so Fern moved to the center of the free space in their shared room, summoned her staff and began to recite the spell.
A hand-sized orb of mana coalesced in front of her, before elongating into a small cylindrical shape, which continued to lengthen. Unsure of when she was expected to stop the spell, Fern cut her mana off when it reached a length about half as long as her staff.
As the mana shaping the strange cut off, the finer details of the ‘mushroom’ began to take shape, mana receding as gnarled, spongy lengths of fungus jiggled as it came in contact with the air.
Fern was aware of mushrooms being used as slang for penises, and beyond a minor superficiality to them, she had never really seen it.
But this was the most cock-like mushroom she had even seen.
She had seen penises before.
When she’d been younger and in the care of her now Master’s friends fosterage, the old priest had helped bath her when she was younger, and she had seen his through habit of being a tiny girl standing at waist height despite the washing clothe he used to cover himself. And he had never looked at her with lust in his eyes, for she knew he lusted for alcohol despite how it would eventually be his demise.
She’d then seen various types during her long tutelage on the road with Frieren in medicinal texts, as her Master ensured she would know what would happen to her if someone tried something; and the few scant books of erotica that had fallen into her lap before Frieren had tossed them for their ‘lack of practical use on the road’.
She had often resorted to just touching herself, or rubbing against her staff, when she was alone or knew her master wouldn’t wake. And unlike her Master, who wasted funds on useless magical knickknacks, Fern had never once given into the temptation of spending any money at the various brothels and bordellos they had passed by despite how much her now adult body thirsted for it.
But the shape of this mushroom was a pure erotic shape, its gnarled flesh obviously meant to fill and stimulate the hole of some desiring to be filled, as if Fern’s wanton needs had manifested the shape. Which was unfortunate, as the length meant insertion would require too much effort.
As she gripped the erect staff, the strangely pliant flesh of the phallic mushroom began to pulse, and a pungent liquid began to seep from the multiple tiny orifices on around the mushroom-head at the crown of the staff.
Something about the scent drew Fern the liquid, the pulsing length now buried between her voluptuous curves and the way she clutched it close ensure it was a tight fit between the mountains atop her chest, as she laid on her back and allowed gravity to slowly drip the lustful liquid on to her face.
Wanting to have more than the agonisingly slow drip, Fern began to pull the staff between her tits, using the up and down motion to begin milking the staff of the fluid that was causing a pleasant haze to fill her, a sudden tap against her neglected pussy breaking the lusty haze and startling her.
While she had been distracted by the strange feel of the staff and the erotic musk and shape of the head, she had failed to notice the long staff had developed a small curvature at its base.
Maybe there is still some residual mana responding to my desires?
Despite how much she desired something thick and hard to fill her when she finally came, she was also a tad apprehensive now that it might be an option.
She’d heard and read stories about how a first time could be painful, and that unless you were ready, it was best to wait before trying penetration. She also recalled some of the odd notes her Master had left next to numbing spells.
Is this what Master meant by ‘Don’t use during recreational activities as damage won’t be noticed until it’s too late’?
Fern spared a hand from her milking of the staff to get an idea for the shape of the protuberance, relieved and a tad excited by the smaller shape she found.
Unlike the thick, gnarled mushroom flesh throbbing between her breasts, this small knob felt no thicker than two of her fingers, its edges feeling as if tendrils had grown out from the unused end and twisted itself to form this questing appendage.
I can work with that.
If it had had the intimidating girth currently oozing an earthy musk over her chest, she would’ve given up on the ritual; for despite how she was feeling, that size was too ambitious for her.
But she could fit something as wide as she of her fingers. Before she’d learnt the vibration spell she liked to use on her staff, three fingers was the furthest she’d been willing to tolerate for her own orgasm. Any further in her mind would lead to a loss of self control, and she refused to be as honest to her wants as her Master was.
She had some self respect, after all.
That was the lie she kept telling herself, as she began to pull the crown of the staff close to her face, licking one of the leaking orifices, the staff rewards her with a pulse, the other orifices increasing the amount of liquid oozing from them.
The top of her breasts were on fire, the pooling liquid seeping into her skin and making everything it touched more sensitive. Pulling the hand that had started to investigate the lower knob and had been unconsciously fondling it when she’d refocused on the mushroom head up, she smeared the thick liquid down and around her breast, the fire slowly seeping in and helping fuel the desire that was now beginning to seep from her nethers. A guttural moan escaped her lips the instant the liquid touched her nipple, her other hand pulling the staff up and causing the small knob to part her lips and allow her own secretions to flow down the crack of her ass and pool beneath her, before the knob pushed up and crashed against her clit, Fern’s mind going blank as a quick orgasm tore through her, her pussy clenching and twinging hard as it tried to milk the empty space it desperately wanted something hard to fill.
The mushroom responded, the small know seemingly also having the ability to ooze liquid, as it splashed something cold against her spasming pussy.
Fern just laid there, ignoring how she wanted nothing more than to use her tits to milk the staff over her tits and face more, and did what she could to figure out what the spell was doing.
The head is obviously meant for a partner, with how it causes the one likely to be in front of it to desire to stimulate it, given it rewards stimulation by releasing an aphrodisiac-like substance. But the other end releases a numbing agent? What for……
She wanted to wait and see, to figure out what the small knob’s purpose was.
Yet despite the soothing coolness seeping in from outside fighting the raging fire her body was fuelling within her, her body didn’t want to wait anymore.
With a ragged breath, Fern resigned herself to her baser needs. She’d figure this out later, once her body was too exhausted to respond and the mana within the gnarled mushroom staff caused it to dissipate into ash.
Coating her other neglected breast in the earthy musk, Fern wasted no time thrusting the staff between her cleavage, the motion causing the fire building in her nipples to travel down into her core, fuelling her need and causing the thrusting motions to speed up, the staff now actively leaking more of the arousing liquid and causing it to occasionally splash on to the bottom of her chin, the splashes of liquid feeling as if some invisible lover was peppering her neck with kisses, causing her to rub her thighs together, wishing she did have a lover between her legs.
Even if it meant she had to pay for it.
She wished she could fill herself with her fingers, but giving the unwieldy nature of the staff, it wasn’t feasible, so she had to settle for hoping the liquid would just make her so sensitive that feeling the gnarly flesh between her tits push a load through its length and that the act of it erupting over her face would cause her active imagination to think a lover was coming on her face.
Fern pulled the mushroom head into her mouth, actively tonguing and kissing and sucking on it, her ragged breathing matched only by how desperately she was rubbing herself against the staff, her head going dizzy as arousal took over and the liquid replaced her thoughts with just bestial need to swallow and be filled.
Here it comes~.
She could feel something noticeably large, working its way up the staff. Fern began to suck furiously on any and every orifice that caught her attention, alternating between quick thrusts between her tits and long slow strokes, changing between the motions when she felt the bulging slowly push through her tits and become very pronounced in front of her.
But as the bulge was no long being assisted by her admirable titflesh, the bulge refused to budge; as desperate as Fern was to just have the staff let her have her fantasy, she just couldn’t fit enough of the mushroom head’s leaking orifices in her mouth to get the suction she needed.
In hindsight, she could’ve just rolled herself over and used her thicker figure to dominate the staff into doing what she wanted, but Fern’s current desire to be beneath the object of her desire, and no unnecessary thoughts were breaking through the desire to have this pseudocock cum all over her face and tits, to be drenched and reek of its earthy musk.
She needed some form of leverage, as the staff was too much for just her two hands to jerk it off and balance it in a way that would grant Fern’s desire, which is when a single thought struck her: The small, fingers-sized knob!
If she pushed it inside her pussy, she would get multiple desires filled. She could finally have something for her pussy to clamp on and milk, while also allowing her to balance the staff in a way that let her jerk it off and keep it aimed at her face and tits.
Again, in hindsight, Fern would later come to regret this decision, but in the moment, Fern couldn’t give a damn so long as she got the fantasy she craved.
Pulling the staff higher so she could press it against her pubes and giving her a vague idea where the knob was, Fern angled the unwieldy staff with her hands, her hips swaying with each centimetre of aroused flesh the knob pushed through, the cooling sensation long having given way to fiery need.
She denied herself the orgasm that tried to spark when the knob dragged across her clit, for while she was desperate, she wasn’t willing to wait for her already tight pussy to open back up enough that insertion wouldn’t hurt.
As the knob rested against her enflamed lips, Fern took a moment to let the conflagration she’d almost set off simmer down. Just the light moving of her pussy lips with the knob was causing her arousal to drench her ass. She needed this soon, or she wasn’t going to be satisfy–
No, she couldn’t wait: She needed this now. So Fern did as she desired, and rammed the knob into her pussy, the curve in the staff almost seamlessly angled to push against her clit.
Yet Fern wouldn’t realise this until later, her breath stolen as the raging inferno that had been boiling in her stomach and wanting to be freed via orgasm tore through her pussy and up through the staff, her own orgasm becoming the staff’s orgasm as the staff erupted its load all over Fern’s upper half, her tits now sporting a heft layer of cum, her facial features lost beneath a sea of the copious semen. But as she struggled to breathe between the lack of air in her lungs and the copious fluids glazing her, her hands were now firmly on her tits and heaving them up and down the gnarled staff fused to her pussy, every motion she did to fuel her own orgasm also causing the staff to produce more and more mushroom cum.
Struggling to breath yet still not sated, Fern’s hips joined in her hands in helping to milk the phallic mushroom staff, her hands no longer needing to provide movement as she could just thrust her hips up instead, meaning her hands could hold her slick breasts and form a snug sensation with which she could fuck the staff and her tits in the same motion, leaving her body at the beck and call of the sheer desire to cum and fuck and cum.
After endless orgasms and a thick coating of mushroom spunk, Fern finally regained control of her hands, and quickly managed to clear mouth and nose and took a big clear breath of air, her lungs burning from the little air she’d managed to get between her orgasms and the cum blocking her airways. Based on how full she felt, she’d also managed to swallow a lot of the thick, earthy liquid, and even that still hadn’t been enough to combat the sheer volume she was drenched in.
She dragged herself through the puddle of cum now ruining the magical circle she’d set up, she pulled herself into a sitting position near the spare bed, using the blanket originally meant for Stark to wipe her features clean. He’d been sent away after Fern had organised the room, so there was no worry of ruining bedding he would be using.
Oh gods, that sort of fantasy is so erotic. But clean up and potential suffocation means I need to better prepare for it.
As she sat there and regained her breath, she noticed an unusual sensation, poking up into her breasts. She was used to her notable chest blocking easy access to below her waist (there were times she almost envied her Master’s lack of curves), but this was something she’d never felt before.
It kind of felt like when she’d tried pinching her lightly clit during her early sexual experimentation, except this feeling was notably longer than her clit.
Leaning back against the bed, she parted her breasts, and found a concerning sight.
A phallic mushroom was now sitting atop her crotch, where her pussy should’ve been, and it was erect.
Granted, it wasn’t the large unwieldy staff she’d had when she’d first done the ritual and was now a much more manageable three finger wide, five inches long aroused cockshroom.
She glared at the mushroom, not because of what it represented, but because she wanted a better name than ‘cockshroom’ to describe it. She wanted to be able to quietly ask her Master about this spell without Stark realising what she was asking about, and Stark wasn’t stupid enough to not get his own ideas about why a beauty like herself was talking about cocks,
Well, it’s phallic, and a mushroom. Phalloshroom? It’s better than Master’s normal names for her weird spells…
Mushrooms often had names that describe either what they looked like or what their function was, so that would do. It also didn’t wince when she thought of saying it aloud.
Having gotten her breath back, Fern pulled herself off the floor, and began to explore this new addition to her body.
Fern had originally believed that the phalloshroom and directly fused with her skin and sealed up her pussy, the mushroom serving as a full organ replacement while it was ‘in use’. But a quick running of her fingers down along its length allowed her to know three things from this cursory examination: there was definitely a gap between the phalloshroom and her pussy, mana was holding it in place, and oh gods above and below was a dick sensitive to physical touch when aroused.
Given she’d just had the mother of all orgasms, the phalloshroom felt tender and bruised, but as she slowly explored the new appendage and time passed, the tender sensation was being replaced by that same need Fern had felt the when the ‘shroom had connected with her: the need to rub and enter something snug and tight.
She wrapped her hand around its girth, and while pushing the crown though felt pleasurable, it wasn’t giving Fern what she needed. It felt similar to how she used to edge herself, when instead of multiple smaller orgasms, she wanted one huge one that left her panting and would slake her thirst for a few days. But edging felt different for a cock, she was learning.
Instead of slowly building a hearthfire that would flare up and allow her to stoke as needed, the edging she was accidentally doing with her hands was just causing her to lose sight of everything except what she could use to get off.
She gave up on her hands, and tried sitting back down on the floor with her back against the bed, seeing if she could use her tits instead, given that from her limited experience, her tits had done a stellar job of milking the phalloshroom before.
Except after a few minutes, she realised she couldn’t do more than stimulate the tip of the ‘shroom, the earthy fluid smearing the lower area of her breasts and just frustrating her more.
Fern stood back up, phalloshroom springing forward and bobbing in the air, as she contemplated what she had on hand that might work, scanning her bed and travel pack.
I’ve heard pillows could suffice, but I refuse on sheer principle. A jar might suffice, but I don’t want to get this thing stuck in a jar if an emergency happens. What else is on ha–
As she glanced over her Master’s bed, she found her answer.
Frieren was still ass up, completely unconscious: Her pussy in clear view, slightly glistening in the lamp light. And no matter what Fern tried to do, she couldn’t take her eyes off it, the way a light trail of feminine arousal having seeped down the white pubes. This would normally have caused Fern to be somewhat alarmed, as Frieren had obviously cast a spell on herself that allowed her to be ready to be taken advantage of.
And now Fern was clearly going to take advantage of her Master, her hips slowly pulling her step by step towards, stumbling slightly as she hit the bedframe, quickly seizing control of her senses before the phalloshroom could.
I pity Mister Stark, if a normal penis has this level of control of a man when he’s aroused.
The phalloshroom between her legs would not be denied for long, for as she kept staring at her Master’s bare pussy, her hand began to stroke and tease it’s length, her other hand bracing on the bed as she leant forward and began to clamber on to her Master’s bed.
She needed some form of justification, and her horny mind found two corroborating pieces of evidence that would justify what she wanted to do to her master.
“Well, Master did say to use what I needed for my spells…..and what else could those notes beside the spell mean but this?”
Fern’s face now close enough to her Master she could acutely smell the feminine arousal mere inches from her nose, as she began to masturbate.
Once the phalloshroom was primed, she had the snug hole she needed to cum with.