{Prompt Below}

Lilith just had the best night of her life with Ophis and it only becomes better when Raynare and Koneko both wake up the following morning without any problems. Her mood is ecstatic so she decides to go back to school thinking nothing can put her down right now.

Of course, a certain devil just had to go and drag her into a situation that she wanted no part in.

(There's another lemon pretty much right at the beginning by the way)

{5331 Words}

-=Lilith's Cabin=-

Lilith POV

A soft morning light filtering in through the drawn-back shades hitting me in the face is luckily my wake-up call for this morning instead of an alarm clock. It creates a peaceful and calming environment that only gets better when I feel Ophis still laying on my chest and remember all of the passion that we shared last night.

From the way she kissed and caressed all over my body in the beginning to the unexplainable feeling I got when she stretched my throat wide and gave me her seed.

Of course, nothing could top the moment when we connected on the most intimate level and I officially became hers. That moment was filled with so much emotion, so much pleasure, but most importantly, so, so much love. I was honestly convinced I would never 'love' 'love' someone again after what happened with my adoptive parents but as if some higher entity was listening to my doubts; Ophis showed up out of nowhere just to prove me wrong; hell I'm really glad she did.

It's only been a few days since I met her and while it might be preemptive of me to think this way; I think that Ophis is without a doubt the best thing that has ever happened to me since I came to this planet.

She has made me feel things in a matter of days that I had never felt before despite the fact that I had gone around on earth for around 600 years.

She was just incredible

"Mmmmm....."

I'm brought out of my thoughts by the feeling of Ophis wiggling around on top of me while letting out a soft sleepy noise. I smile down at her sleeping form fondly before a sudden surprise shock of pleasure hits me as her slight shifting caused her tool that was somehow still hard to rub up against my folds.

I let out a little gasp at the feeling and soon feel the same warmth in my gut from last night began to rise up. Gulping audibly at the situation; I can only hope that Ophis will be okay for a second round.

{Warning: Lemon Start}

I began to very slowly over the course of a few minutes get Ophis off of my chest while trying not to wake her up. I finally did it with quite a few close calls involved and now Ophis was laid out on my bed completely bare with her member standing tall.

I decide to tentatively reach out and wrap one of my hands around her shaft and began stroking it slowly. Looking up towards her face, I see that she's still asleep so I continue a little faster. As I stroked though, the heat being generated from my touching made the familiar scent of her intoxicating musk suddenly rise up from her crotch and invade every inch of my nose in an instant.

I felt my mouth start salivating with want so I decide to take this a step further. Taking my hand off of her member after one last stroke, I then quickly take her member into my mouth eagerly and began trying to get it all into my throat.

Luckily for me, my body seemed to adapt fast from last night as the dick just went straight down my throat without any gag reaction from me this time.

Moaning in bliss at having part of Ophis inside of me once again and the feeling of my throat stretching, I began bobbing my head up and down on her shaft while stopping to lick around the tip every once in a while when I came up.

This pattern of mine of bobbing and licking continued at the same pace for several more minutes before I began to recognize the familiar taste of her precum on my tongue and sped up in excitement.

I don't really know why but the taste of her seed was just really good the first time I had it so I now find myself literally craving it. It was an odd mix of a salty combined with a hint of something sweet that weirdly reminded me of the donuts we had the day prior.

'Anyways, I want it!' I thought to myself eagerly.

Suddenly though, her dick wasn't going in and out of my throat anymore and it took a moment for my lust-filled brain to realize that my head was being held back as well. My eyes drift up rapidly to meet the only possible cause of being stopped and see that Ophis was in fact holding my head still with both of her hands.

I got really embarrassed at being caught and wanted to apologize right away for doing this to her while she was asleep but it looked like she had no intention of letting my mouth leave her rod so I couldn't speak an apology.

"Very naughty my mate~," Ophis said in her once again surprising seductive voice.

I didn't even have a moment to fully process her tease before she then began guiding my head up and down on her member with a rapid yet consistent tempo. Spit once again started dribbling from the corners of my mouth, absolutely coating Ophis's rod and slightly pooling around it as spit continued to drip down. It was then that I realized I already failed my goal and was being dominated by Ophis just like last night.

To be honest, I had fun for the brief moment I was in control when she was asleep but now that she was awake and dominating my mouth once again; I can say without a doubt that this way is definitely the better option.

Ophis let out a small moan herself before she then started thrusting her hips upwards to meet my mouth at a rapid pace. She continued speeding up for a few more seconds and right as I felt like I was gonna pass out or something, she exploded her seed out into my throat. The delicious thick and gooey strands of her cum coated my throat before then flowing down and coming to a rest in my stomach.

Her hands that were previously holding my head down disappear so I regrettably began to pull my mouth off of her. Savoring the amazing taste of her cum as long as possible, I lick all around her shaft as I'm coming up and once I think I got it all, I finally leave her member with a wet *pop*.

In the afterglow, I was worried that she was just humoring me since I had already started but then she suddenly says something that makes the heat in my loins flare-up in anticipation and excitement.

"Turn around~"

I follow her orders perhaps a little too eagerly and get on my hands and knees with bated breath at what was soon to come.

The mattress slightly shifts underneath me as Ophis gets up from her lying position and positions herself behind me.

Both of her hands suddenly squeeze my butt, causing a small moan to be let out but it quickly stops as her squeezing does too.

After several seconds, nothing was happening so I took a peek back at Ophis and just barely caught a sneaky smirk on her face before she fully penetrated me with her rod in one go.

The massive sudden explosion of pleasure combined with the insane feeling of being full made me literally scream out Ophis's name as I had an orgasm straight away. It rocked my body for several seconds, only being further enhanced by Ophis, who was now thrusting into me before it finally settled down and left me a mess.

My arms started to shake but I couldn't hold on any longer and soon found myself in a position where the only thing keeping me from falling flat on my stomach was Ophis's hands now on my hips and her member thrusting incessantly into me.

That's when a new bead of pleasure in my stomach began to rise up at Ophis's plowing; only this time it was far more enhanced since I had already orgasmed once just a moment ago. I began literally drooling on the sheets while letting out breathy moans at the treatment I was getting.

Ophis begins to pick up speed and I soon can't even moan anymore to express how insanely good this feels. "So...good," I barely got out under my breath, wanting to affirm Ophis at least a little that I was enjoying this.

Ophis's thrusting suddenly stops for a moment as she seems to be trying to point her member towards a certain spot inside me. The realization of what she about to do barely registered with me as she then thrust hard straight at where she was aiming.

My entire mind seemed to ground to a halt for a second like it was doing a full reboot before it then suddenly felt like I was physically drowning in pleasure.

Ophis, obviously seeing my reaction to where she hit, began to thrust her length at the same inhuman pace from last night over and over into that same point without relent.

I became almost desensitized to what was happening around me as the only thing that both my body and mind could think of was the pleasure that Ophis was giving me.

The sound of her balls slapping against my skin as she goes in and out of me accompanied by her not so quiet moans faintly reach my ears but I'm too far gone right now to react and am just here for the ride at this point.

I barely register it at first but looking back at her, she somehow speeds up even faster to the point where it looks like her hips are blurring as she thrusts. I can see it on her face that she's close and decide to just try and brace myself for no doubt the most insane orgasm ill have ever had.

Just as I finished that thought, she gave one last particularly hard thrust before then putting herself hilt deep inside me and emptying her balls directly into my womb with powerful spurts of Cum that filled me up in a matter of moments.

My second orgasm soon followed after she released her seed into me but it was so unbelievably intense that I only briefly felt the mind-boggling pleasure before my vision around me faded to black and I was out like a light.

-TimeSkip 5 Minutes-

I regained my vision after briefly passing out and quickly realized that I was now on my back and Ophis was no longer inside of me.

I then felt a weight on my chest and the sound of slight sniffling so I looked down to see Ophis with a distraught look on her face while tears slowly fell from the corners of her eyes.

'Oh jeez...she probably thought something bad happened to me when I passed out' I thought to myself with realization.

I slowly raised my hand up since my body was still a bit shaky and reeling from the pleasure and gently started patting Ophis's head.

The reaction is instant, with her distraught face snapping up at me in total shock before she then launches forwards and wraps her arms around my neck in a hug. I just start rubbing her back up and down to give her comfort and really drive in the fact that I'm okay.

We continued the hug for a few minutes longer and only when her tears finally stop did I pull away.

"Please don't scare me like that my mate......" The soft and sad voice of Ophis says after we pulled away from the hug.

I look at her with a bit of guilt before responding.

"I promise I'll never do something like that to you on purpose Ophis; it just got a little intense at the end there and I couldn't take it anymore."

She seems satisfied with my answer so we both decide to sit back against the headboard of my bed for a minute to recover from our mating. That when the smell coming off from the both of us suddenly registered.

'We're gonna need a shower......'

{Warning: Lemon End}

After telling Ophis that we would need a shower, we both got off of the bed, me using her as support since my legs were still shaking, and began the slow walk over to the bathroom door. It was super embarrassing but one look at Ophis showed that she had no problems helping me like this.

We made our way into the bathroom and since we were both already butt naked, we just got straight into the shower and turned it on. Luckily it was a hybrid shower so I was able to sit down in the bathtub part and not worry about my legs collapsing halfway through. Ophis quickly joined me by sitting between my legs and leaning back into my chest; once again using my breasts as a pillow. I wrap my arms around her stomach softly and soon find myself letting out a sigh of contentment as the warm water from the showerhead began raining down on and around us.

Sweat and other fluids flowed off us with the aid of the hot water but I knew that we would need soap to tackle the mess that was our hair. Taking my hands off Ophis's stomach for the moment, I reach over to grab the bottle of shampoo and put a decent amount on my hands.

Deeming her hair to be wet enough, I gently get Ophis to lean forward and began rubbing the shampoo into her long hair. The shampoo begins to bubble up as I work it into her scalp; making me let out a small smile as the smell of lavender suddenly drifted into my nose.

This continued for a few more seconds before her hair was fully coated and I began the rinsing process. The soap mixed in with some grime and sweat came out of her hair and soon enough her hair was looking much cleaner.

Reaching over to where the shampoo bottle was, I instead grab the conditioner right next to it and began the same process once again.

Once I was done rinsing the conditioner, her hair with the water flowing through it now felt like some sort of unbelievably fine silk. Letting out a little satisfied smile, I decide to switch positions with Ophis so that she could now wash my hair as well.

She asks a few questions about the shampoo and conditioner being put in my hair but in the end, she still does a great job and my hair once again feels sleek and clean.

I was just about to suggest we get up and dry off but Ophis's soapy hands suddenly elicit a small moan from me as she started cleaning 'other' parts of my body.

'At least we're already in the shower....' I think to myself before leaning back into Ophis in bliss

-TimeSkip 10 Minutes-

We were now exiting my room after our morning fun and the shower to clean everything off. I used my healing on myself after we were done in the shower so I no longer limped or had to use Ophis as support. Walking out of the room on my own feet, the first thing I see is that both Koneko and Ray are awake and chatting to each other quietly.

Their conversation stopped in its tracks as I opened the door and they were now both looking over at me and Ophis with rather present blushes.

I tilt my head in confusion before suddenly remembering how loud I was just a little bit ago when Ophis was.....oh geez.

Trying to work out of the awkward situation, I decided to focus on the fact they were awake and all of that.

"I'm glad you two are awake," I said while making my way over to the kitchen table and taking a seat with Ophis at my side. "I take it everything in your body is feeling okay?"

They both got up from the couches and joined me at the table before each responding.

"I feel amazing," Koneko said with a big smile on her face.

"Me too Lily. It feels great having a part of you inside me~," Raynare then said in a flirty tone

I ignore her obvious flirting since I was still a little worn out from Ophis but noted how she felt for later.

"I'm glad you are both okay but now I gotta teach you how to use your new strength," I said while idling eating a pop-tart that I had pulled out of thin air. "We can do that after....after school today."

Raynare just smiled and nodded but Koneko looked a little tense when I mentioned school.

"But Rias and everyone else is still there Lilith so-"

"I'll protect you if it comes to that," I cut off her worrisome words quickly

"Thank you Lilith..." She said quietly

I give her a look for a few seconds longer before turning away and addressing everyone.

"Well, let's eat some breakfast!"

///

-=Kuoh Academy=-

Lilith POV

The sight of the school came into view after we turned the corner and I was honestly just hoping that nothing would go bad today.

Ophis, Koneko, and surprisingly Ray were all accompanying me to school today. Fortunately, I already went through the mess of enrolling with Ophis so getting Ray in will be a piece of cake.

As we idly chatted among one another, I soon found us walking into the school and once again being the center of attention of all the passing students. I had to give a few glares to some of the boys but we ended up making it to the student council office without much of any trouble.

Not bothering to knock this time since I already know what's up, I just open the door with a bit of force before walking in followed by everyone else.

Inside the room was the previous devil that I had talked to before; this time though, she was accompanied by a blond-haired male that gave me obedient puppy dog vibes. Probably a servant by the looks of things.

Both of their eyes had shot up to the door when I opened it and while the Souna girl relaxed a small bit since she's seen me before, the blonde-haired boy looked mad at my sudden entrance.

"Who are you to just barge in he-" The blonde started to say before his words died in his throat at the withering glare I was currently giving him.

He backed up in fear but still seemed to be doing his best to be a barrier between me and the devil girl behind him.

I inwardly growled a bit at this but decided to just ignore it and continued to walk forward, now with Ray at my side. He seemed to grow angry at this and summoned some weird-looking sacred gear on his hand before aiming it at me.

I was basically right in front of him at this point so instead of wasting time conversing with him, I just push him aside with enough force to send him sprawling to the floor and take my seat; Ray taking the one next to me soon after.

"I'll get to the point, I want my other friend Ray here in the school," I said bluntly

She opened her mouth to respond but I quickly added another thing to my 'request'.

"And let's skip all of that questionnaire crap from last time.....okay?" I asked with a smile that I hoped conveyed anything but patience.

The student council president gulped before nodding her head and then started on asking the basic questions from Ray in which she luckily answered pretty normally.

After all of that, we were up and out of the office and heading to the first classes of the day.

We arrived first at the classroom where I would have to split with Koneko since she in a lower grade.

"The other devils will probably come at some point and try to talk to you and figure out what's going on," I said to the nervous girl quietly. "Try your best to prevent that from happening; though, If you do end up in that clubroom, call my name and then what you want to say inside your head and I will come. We're connected now since you took in my energy so I'll hear you."

Some of her nervousness evaporated at my reassuring words before she then stepped forward and wrapped me in a loose hug.

"Thank you Lilith....." She mumbled out into my chest

I just tightly hug her back for extra reassurance and soon enough we break the embrace and I then find myself parting ways with her and walking back to where the remaining three of us would be going.

As I continued to walk towards the classroom though, I found myself looking back a few times to where we dropped off Koneko. I just couldn't help but be slightly worried that something could happen.....no, something would happen to her. From what I gathered, she attacked her former master and then ran off to find me. That means that her tomato master would no doubt want Koneko back to possibly punish her or do something worse.

If Koneko gets trapped in with those devils again then she will never be able to find her sister...

'I can't let that happen' I thought to myself with resolve, fully prepared to turn around and go snatch up Koneko and hide her but then the more rational part of my brain kicked in.

'But now she's far stronger than before and has a mental link to me if needed' I reasoned to myself.

My thoughts peter off as I reach the classroom and immediately have to hold myself back from killing every boy in the room for how they were looking at Ray when she walked in. Me and Ophis sat down in our usual seats, me 'kindly' ejecting a girl next to me so that Ray could sit with us. She went through with her introduction to the class using the nickname 'Ray' I have her before then coming over to sit beside me.

As the lesson started, I was happily surprised to see that we were talking about astronomy and the likes today.

I didn't want to toot my own horn but after spending literally hundreds of millions of years traveling through the stars, I know pretty much everything there is to know. Then there's also the fact that my consciousness was born with the help of a star so I just sorta knew everything about them from the get-go.

Regardless of my knowledge though, I actually had enough fun answering questions from the teacher that the previous worry that I had felt at something happening to Koneko lessened to a manageable degree.

An hour or so passed and everything was going well until a sound rings throughout my head accompanied by a small voice afterward that makes my blood run cold-

'Hissssssss'

...

...

'Lilith help'

///

-=Classroom=-

Koneko POV

I can't even focus on the lesson anymore after that encounter I just had with Kiba.

I knew Rias would send someone for me after I punched her and then fled but I don't plan to apologize or go back to her. Maybe one day after I find my sister but until then I want to stay away from her and the rest of the peerage. They will only make it harder to find her and I really don't want any more obstacles.

More obstacles would put more of a burden on me and on Lilith as well

After everything Lilith's done for me, It would be wrong to trouble her so, even if she offered her help in the first place.

That's why I swore to myself that despite Lilith telling me to contact her if something happened, I would only do so if it was absolutely necessary.

Anyways back to Kiba-

He had come into my classroom a few minutes ago asking for me to go with him to the club room.

Obviously knowing what this would entail, I declined his request and after a little bit more pushing from him followed by repetitive declines from me, he eventually gave up and left the classroom to go what I assume was report back to Rias.

I just hope that she will give up for now

...

*Knock* *Knock* *Knock*

...

'I just jinxed myself didn't I' I thought to myself with disdain as the teacher moved to open the door for whoever knocked.

Lo and behold, a head of red hair walking in told me exactly who had now came for me.

"Excuse me miss, I need Koneko Toujou to come with me to the clubroom." She said with a large friendly smile.

The teacher slightly groaned at the second person coming into the classroom for the same reason and just sorta looked over at me with a face that said 'just go with her please'.

Rias was now looking over at me with an expectant smile and between that and the teacher's gaze, I decided to just get up and meet her at the front. When I do reach the front of the room, though, me and her have a staring contest for a moment where her fake smile falters slightly before she then turns around and gestures me to follow.

I already know this isn't a great idea to go with her but I stick by the reassurance of the new strength within my body and an easy way to contact Lilith if things go bad so I'm feeling confident in myself.....at least a little bit.

As we walk through the halls towards the clubroom, there's nothing but dead silence between us which makes the atmosphere really tense.

I just keep my eyes forward and continue walking

-Timeskip a few minutes-

We had arrived in the Orc just moments ago and the tense atmosphere I was feeling before with Rias just got worse.

I sat down at my usual spot on the couch and soon enough found all eyes on me as Rias sat at her desk with a more pointed look on her face.

"I'll ask this simply Koneko," she started off saying with a low and dangerous tone. "Why?"

I gulped audibly before hardening my face and answering her honestly since it would be the easiest to explain.

"She's giving me something that I really desire; something that you wouldn't and will never give me," I answered back with an unwavering voice.

"Oh? And what exactly do you desire to the degree that it would cause you to betray me and possibly become a stray devil?" She shot back just as quickly.

"My sister!" I responded loudly while staring her straight in the eyes.

Her own eyes widen slightly at my sudden yelling but she then quickly adapts a tired-looking expression.

"Koneko your sister is considered a stray devil and a criminal after what she did to her master. Likely nothing but her death will free her from that status. As harsh as it sounds, you need to give up on her."

I start gritting my teeth at the blunt words she just spoke while also gripping my legs hard with my hands that seemed to be warming up.

"Oh and how exactly is Lilith going to get you your sister? She may be strong but can she hold off the entirety of the underworld; cause that's what would come after her for harboring Kuroka." Rias then continues with a snide tone.

"Yes," I say simply

"Yes....what?" she asked me with confusion

"Yes, she could stand against the entire underworld if she wanted to. I sensed her true strength if not for a moment and it was....." I petered out, not really wanting to reveal anything about Lilith to her.

Rias adopted a shocked face at my declaration of Lilith's strength but it quickly transformed into a look similar to what she had when she came up with that plan in regards to Sofie.

"So I was right to assume you went to Lilith after you ran out yesterday?"

I didn't answer and just looked away but she seemed to take my silence as an affirmation.

"So you probably know more about her then?"

I looked up at her slowly, a bad feeling suddenly building up in my gut.

"How about this. If you help me with Lilith then I'll consider you forgiven and try to see what I can do about Kuroka within the law."

'Did she actually just...?' I thought to myself in disbelief before responding to her 'deal' with an angry look on my face.

"I have nothing to tell you about Lilith and I'm fine with only her helping me find my sister!"

"I wasn't really asking," Rias said with an angry tone while standing up from her desk.

I started mentally panicking a bit and quickly yelled out in my mind for Lilith to help me as the form of Rias approached me.

Nothing happened for a moment as Rias continued to approach me but that quickly changed as a sudden massive explosion of killing intent erupted from somewhere within the school and engulfed everything around me. It was so strong in fact that it instantly froze Rias in her place and got both Kiba and Akeno to almost pass out on the spot.

Suddenly, I heard a whooshing sound from outside before the window to the clubroom and part of the wall itself completely erupted inwards as a person surrounded by some fleshy-looking wings rocketed through before landing on the desk; turning it into a pile of splinters in the process.

It was only when the wings unraveled from the person that I realized it was Lilith but in a form that looked and felt much stronger. A single furled horn on her head accompanied by those odd wings dripping....something. Her consuming aura also felt much more powerful in this form but it seems that since I have part of her in me, her aura doesn't scare me half to death as it did before.

The killing intent lessened enough for Rias to turn around and instantly come face to face with Lilith who had stepped up right behind her with an absolutely murderous glare in her now bright purple eyes.

Rias seemed to shrink into her own body but was also darting her eyes around as if she was waiting for something to happen.

Just as I saw that though, a bright blue magic circle appeared in the center of the room which got Lilith turning away from the now very slightly smirking Rias to investigate. It continued to glow for a few seconds longer before it disappeared and in its place stood a girl in a maid outfit that I quickly recognized as Grayfia.

"What's going on here?"

--------------------------------------

I was planning on starting the Riser stuff at the end of this chapter but I decided I'd rather just have it all in one chapter or maybe split up into parts so you can expect that to happen next.

5331 Words