Leone (Akame Ga Kill)

Leone walked down the forest path, following the tracks that were laid out in front of her. Being the master assassin she was, tracking her quarry was easy, animal senses or not. Veering right off the path, she followed the signs of her target. She frowned as she walked past the broken branches, the large footprints imprinted in the soft dirt. "He's not even trying to hide…"

This was concerning. If she could find him easily, that meant that the Empire could too. Even if this place was under revolutionary management, they could send a counteroffensive at any moment, and the last thing she wanted was to run into the icy general, Esdeath, and turn into her pincushion again.

Her tracking led her to a huge plateau with a large cave in the side. She noticed the claw marks along the side of the entrance and grimaced. "It's worse than we feared. At this rate, I don't know how much of him is Human anymore…" But she knew she had to try and reach him. That's what a big sister was for.

"Tatsumi!" she called out, her voice echoing throughout the cavern. There came no reply, only silence. Reaching into the bag she'd brought with her, Leone pulled out a small lantern, lighting it before heading inside.

Descending into the cave, Leone continued to follow the footprints, her stomach churning with nervousness. The tunnel led into a large chamber at the heart of the plateau. Her ears picked up the sound of panting and grunts of pain. Locating the source of the sound, Leone held up her lantern and got a closer look at her target. "Tatsumi?" she called out once again.

The shadowy figure turned, pulling back into the shadows when he saw the blonde. Stepping closer, Leone tried to get a better glimpse of her pained friend. Stay…away…Leone…" the man begged.

Leone steeled herself for what she might see. "No. I'm your friend, Tatsumi and you need help. Please, let me help you. You don't have to be alone."

A hand covered in scales reached out and shoved her away. Again Leone's friend slunked back into the darkness. "It's…not about what I look like, Leone. I can't…fight the armor's instincts. You aren't…safe from me. None of you are. Just leave, I can take it… I just need to ride this out. Otherwise I'll do something I regret."

But Leone had no intention of leaving. "Or what? You think you can kill me? Not even Esdeath can manage that. I want to help you however I can. What are big sister's for?" Sure she wasn't going to be a fan if Tatsumi had to release his draconic bloodlust on her, but if she could help him deal with the pain overwhelming his mind, then she'd do it in a heartbeat.

Her friend hesitated again, pressing against the wall and tearing out chunks with his claws as he tried to restrain himself. Yet he knew Leone was too stubborn to leave. "Fine…" he said, pulling himself away from the wall and stepping into the light of her lantern.

Leone stared in utter shock as Tatsumi showed her what he'd become. After his Teigu, the armor Incursio, had begun to fuse with him, to evolve in a state of life once again. With his third donning of the armor since his scheduled execution, the young man had undergone another change further than his red eye. His arms were transformed into rough and scaly claws, the extent hidden by his winter jacket, but his neck and face had lines emphasizing the new musculature that would come with a powerful jaw that could snap bones like paper. Despite his size remaining the same, the sheer aura radiating from his body, now that he had let go of his inhibitions, made the woman feel as though she were looking at a giant.

But in all honesty, her eyes couldn't tear themselves away from the erection that was tearing away at his pants. Tatsumi was practically sporting a log between his legs, the material being pushed to its limits in its attempts to constrain and hold back his third leg.

Shivering, Leone felt her lion ears twitch at the sight of her friend's cock…and that was when she realized that she'd gone into her transformed state. "Huh?" Blinking with cat eyes, Leone looked down at herself and saw her feline form. "When did I…" she started before realizing that Tatsumi's sheer aura had caused her Teigu to react and go into a transformation.

"Strip." With only a single word, Leone felt herself peering into the eyes of an apex predator. She wasn't even thinking while she followed his command, her claws cutting off all her clothing except for Lionel.

"Kneel." Her knees practically collapsed beneath her at the feeling of a dragon threatening to consume her.

He only needed a single motion to cut off his pants and underwear in one fell swoop. Her cheek became his first victim when his huge cock slapped her face, making her shiver. It was big from a distance but when she was so close to it she wondered if any woman could handle such a massive manhood. Even Esdeath would think twice if she saw what Tatsumi was packing between his legs.

Leone got the message when his bulbous tip pressed against her lips. Opening her mouth, she wrapped her lips around the large head and started to suck him off. Her tongue licked at the warm scales that covered his shaft as he slid in and out of her. His girth was overwhelming, stretching her jaw to its limit. She was lucky to have Lionel help her take down something so big. Was this why he ran away from her, Akame, and Najenda?

Hands suddenly grabbed at her head, forcing his dick down her throat. A bestial growl left Tatsumi's lips while he fucked Leone's face, enjoying how her eyes looked up at him. Normally he'd feel guilty about betraying Mine like this but in the state that he was in all he wanted to do was keep enjoying this feeling. His hands digging deep into Leone's wild blonde mane and pulling it back and forth alongside his blurred hips fucking her face with reckless abandon.

After fucking her throat for so long and still not finding himself any closer to release, Tatsumi's hands reached lower and hefted up her heavy tits and wrapped them around his cock. Her drool lathering her own tits in the low light and dribbling down her naked body. Enduring Tatsumi's rough handling the best she could, Leone helped her little brother out as she squeezed her large tits, moaning from the taste of his massive cock in her mouth. The animal instincts of her transformed body was starting to get turned on from sucking him off, her pussy starting to drip onto the cavern floor.

The lion was supposed to be the king of the jungle, but here she was, having her throat and tits used as a fucktoy while she could barely keep up with this dragon's dick. Her body felt like it was starting to ignite, heat washing over and overtaking any discomfort she felt in this dim and rough stone cavern.

Succumbing to his lust, Tatsumi threw his head back and let out a deep growl as his balls tightened, the tip of his cock wedged in the back of Leone's throat pulsing. Leone choked when a deluge of hot cum erupted from Tatsumi's cock, her cheeks swelling when her mouth was filled with hot spunk. The hard gaze he gave her compelled Leone to not pull away, swallowing down as much of his cum as she could, the leftovers spilling down her lips and staining her breasts with his seed.

Finally Tatsumi pulled his manhood out of her mouth and cleavage, leaving Leone to keel over and gasp for air. She coughed to try and clear her throat, her cat eyes made seeing in the low light no trouble, it's also what let her see his dick still standing like an obelisk. He seemed to be able to hold himself back to some degree still, as he only pounced on her after she had caught her breath once more.

With her back against the ground, his hands sinking deep into her tits, and his hot and heavy monster cock splayed over her stomach, Leone was never as aroused in her life as she was in this moment.

Gripping her tits, Tatsumi hauled back with his hips and slammed his cock into its new home. "FUCK!" Leone screamed when that mammoth clamhammer filled her, stretching her womanhood to its limit. Looking down past her tits, she watched as her draconic friend pumped in and out of her.

"Leone…you're…tight!" growled Tatsumi, enjoying how wet and warm his friend's pussy was.

"You like that? Huh? You like fucking Big Sis Leone?" Leone teased, her body already yielding to her friend. Her hands joined his in squeezing her tits, her feline tail wrapping around his waist. "How long…were you thinking about fucking my tight cunt?" she panted in between moans. "Holding my fat tits? I-ah~ saw your eyes… looking over me ever since we met."

The country bumpkin could only let out a groan, his hips moving even faster at her sensual words. Leaning in, Tatsumi's lips wrapped around one of her nipples, his sharp teeth showing a gentleness as he toyed and teased her breasts.

Leone's furry hand settled on the boy's hair when she ruffled it. "For someone who's given in to their inner beast, you're quite cute. The way you're holding me so close, fucking me so hard, are you trying to knock me up?"

His body quaked and shivered, and Leone soon found out why when a flood of warmth filled her pussy, the feeling of Tatsumi's cum overfilling her cunt and shooting over the stone floor; helping bring the catgirl to her own climax. "I can't believe it." She spoke while pleasure rocked her body. "Did you just cum at the thought of me being pregnant?"

Rather than getting an answer and with his eyes hidden behind his hair, Leone was flipped around onto her stomach while Tatsumi's shaft was still buried inside her.

Nearly cumming again from her heightened sensitivity and his Danger Beast Dick hitting spots she didn't even know existed, Leone still had it in her to snark. "What, too embarrassed to answer your Big Sis?"

Tatsumi said nothing to the remark, only responding by bringing his clawed, draconic hand down on her ass. Her soft cheeks jiggled, a red handprint left in its wake. Another smack to Leone's ass followed before Tatsumi grabbed her waist and started to move his hips, driving his cock in and out inside her again.

With the full force of her friend's hips smacking her ass while driving his manhood into the deepest part of her, Leone groaned while struggling to remain upright, her arms shaking. Still, she wasn't about to let Tatsumi get the better of her. Digging her claws into the cavern floor beneath her, Leone began to buck her hips in time with Tatsumi's thrusts. Her swaying breasts bounced while a constant stream of moans left her mouth.

Leone's feline eyes widened when a hand grabbed her tail at the base, yanking on it. Her lioness instincts kicked in and she threw her head back. "Mrrrowwww!" she roared in angered pain. "Tatsumi! What the fu-?!"

Without letting her finish, he merely grabbed her head and slammed it into the ground, leaving her lying there with her ass sticking up, completely vulnerable to Tatsumi's cock. A feral growl left Tatsumi's mouth; the thought of knocking up Leone had made the instinct driven dragon completely snap. His only thoughts were of fucking this beautiful golden lioness into the ground until her womb was pumped full of his seed.

It was only now, with her head being pressed against the cold harsh stone, and Tatsumi using everything he could to force her to submit that she realized her prodding might have struck something bigger than a nerve.

While a part of her did regret what came from it, that was quickly swept away from the sheer euphoria that washed over her. With no light reaching this far into the cave, the only notice of time came when the lantern she brought had burnt out, but now that seemed like an eternity ago. Her superhuman body was moved and pushed to every position she could possibly make all in service of making Tatsumi blow his load somewhere on or inside of her, the cave was turning into a mess of white while Leone felt like she was nearly drowning in all the spunk that she had to swallow.

With one final roar, Tatsumi let out his biggest load yet, Leone's belly beginning to bulge as her womb was stuffed past its limit with his spunk. He held her close in the standing full-nelson position, clutching her tightly to let every last drop shoot inside her before letting her go, the lioness falling to the floor with his seed spewing from her cunt.

To the layman, it would have seemed like the pair were finished; Tatsumi's body had finally returned to a normal human state. But something else had happened during the hours of ungodly fucking. While the power that held Tatsumi's Teigu that kept his body captive had slowly receded, Leone's had started to grow. Being forced to fight against such power, the empowered woman had tapped deeper and deeper into Lionel than she ever had before.

Leone rose to her feet a completely different woman. Her transformation had gone further than ever before. Her mane of golden hair had grown longer and wilder, spilling far past her waist. Her lion ears had gotten bigger as well. The golden fur that covered her hands now extended all the way up her arms and legs. Her missing clothes now had been replaced by fur that went up to her midriff before splitting to the sides, letting her core, shoulders, and breasts be uncovered. The only semblance of the old Leone was the belt of Lionel still wrapped around her waist, as her eyes had turned to slits and stared at the man before her as a piece of meat. More specifically, his hardened dick that rocked her world countless times.

Tatsumi barely had the strength to stand now that he was back to normal. Unfortunately the situation was now reversed and he was now on the receiving end of a lustful Teigu-infused sex fiend. Leone shoved him down onto his back easily, pinning him to the ground beneath her furry body. With a toothy grin she raised her hips and speared herself down onto her friend's cock. Her lips smashed against his with the same ferocity her hips slammed into his.

The cavern started to rumble from the furious riding Leone was giving her friend. The ground cracked beneath Tatsumi as he endured the lioness's fierce riding. His hands grabbed her ass, sinking his fingers into her golden fur-clad booty. Her transformation hadn't just given her extra fur and power; her sizes had all increased as well. His hands couldn't grab all of her phat cheeks anymore. Breaking the kiss, Leone grabbed Tatsumi's head and pulled it into her cleavage, making Tatsumi feel like he was being suffocated by two soft boulders.

Tatsumi could feel his whole body vibrating with each purr that Leone let out. A normal man would have passed out from the rampant riding the catwoman was putting him through. Thankfully the experiences the assassin had gone through had toughened him up enough to endure it but even he was being pushed to his limits.

Exploring the new body before him, Tatsumi's hands were far softer and kinder than when he was overwhelmed by Tyrant's influence. Trailing up her long and toned back, his nails lightly pressed into her skin and past her fur. Going from her monumental ass to gently toying with her tail. While he wasn't himself at the time, every moment was still burned into his mind and the kindhearted bumpkin wanted to make up for that. Even as Leone's thrusts made the stone beneath them crack and quake, she still showed her enjoyment at his moves as her tail wrapped itself around the boy's wrist.

Yet for all their superhuman strength and stamina, both of them soon found their limits. Leone's slitted eyes rolled into the back of her head, the cavern echoing from the ear-splitting roar she let out as climax took hold of her. As that wet and tight snatch gripped his manhood in a vice that refused to let go, Tatsumi buried his face in her tits, her breasts muffling his moan as his hot load filled her up one last time, Tatsumi feeling like every drop of cum in his balls was now gone.

Leone collapsed on top of Tatsumi, the pair going limp as their bodies cooled in the afterglow. A stillness filled the cavern in place of the sound of furious sex. Even with his face still buried between his Big Sis' breasts and his dick buried inside her core, Tatsumi could feel that his body had completely reverted to normal. "Wow…thanks, Leone…" he panted, completely spent. "You…saved me."

"That's good to hear, Tatsumi…" purred a sultry voice in his ear. When he took his face out of her cleavage, the brown-haired man found himself looking at a grinning Leone, her eyes looking at him like a piece of meat. "Even if your dick shrunk back to normal, I'm still gonna have my fun."

Tatsumi gulped…

Hours later…

Najenda and Akame, having gotten worried about their friends, had followed Tatsumi's tracks. After the two returned to base and found Leone missing as well, they both prepared themselves for the worst as they stood in front of the entrance. But before they could step inside, they saw a figure start to emerge from the darkness. When they saw who it was, their jaws hit the ground with shock.

"Leone?!" gawked Akame. She didn't know what to think when one of her remaining close friends had exited the cave bare naked and covered in cum that spilled over her face, tits, cunt, and even matted her fur… Fur?! Her whole body was different and transformed beyond anything she saw. She didn't even notice the naked Tatsumi that Leone had lugged over her shoulder until even more moments had passed.

"What in god's name happened to you two?!" Najenda asked once she'd finished processing the sight before her.

Leone merely gave her friends a grin. "Don't you worry, guys. I'm still me under all this fur. But more importantly, we shouldn't have to worry about Tatsumi now that he's back to normal. If you'll excuse us, I should get my little brother here over to the doctor to make sure he's alright. And I need to hit the shower…"

The lioness carried her friend past her dumbstruck allies. Watching Leone leave with Tatsumi in tow, Akame could only stare in disbelief. "Wow…what on earth happened in there?"

Looking at the trail of cum that dripped off of even her back and new mane of hair, Najenda had a few ideas. "It'd be easier to say what didn't happen in there. But I know one thing is for certain: Mine is going to be pissed when she finds the 'pet' Tatsumi brought back from war."

The End