She giggled softly at the remark and the blush it brought forth. Seems the woman was still on the fence on the matter. Aeria was not resisting but she was not participating either. The witch lightly pinched and tugged on the hardening peaks, letting the nubs pop back into place as she released them. Her hands slid over the student's shoulders and down her arms before beginning a gentle stroke up and down the woman's sides.

"You look like a deer in the headlights," she teased, "If this is making you uncomfortable, I can stop. You do not owe me anything for helping you. I prefer gifted students to be able to progress without being hindered by the minor things." Her hands reached the woman's stomach once more as she stroked the woman's abs. "Just tell me what you want to do."

Aeria groaned, her back arching towards those hands to ease the strain on her nipples, gray eyes locked on Kanoe as she spoke. In a light tone she responded "I'm tired of being tense, of always over analyzing everything I do before I act. Sometimes I just want to let my hair down and just go with the flow..." She chuckled faintly and looked up at her with a mischievous look on her face and continued "And this is one of those times. I'd love to have your head buried between my thighs, or mine yours since all it would take is for you to scoot forward some."

"Well..." she purred, "I suppose it would not be much fun if only one of us was in the nude." With that, the witch began to shed her robes before the woman's eyes. Silky smooth skin was revealed having not a single flaw or blemish on the pale flesh. Her large breasts were held back by a lacy black bra, nipples visibly poking through the thin fabric. Kanoe shifted and stood up briefly to slide her robes down her shapely hips revealing a simple black thong before finally shedding her clothing entirely.

"See anything you like?" she teased as she unhooked her bra, causing her luscious mounds to sway but still remain completely firm. Taking up on Aeria's offer, Kanoe shifted foward until she was stradled around the woman's head. Fingers stroke through the student's hair as she smiled down at her. "Show me how grateful you are..." she whispered heatidly as she brought her glistening folds closer to Aeria's warm breaths.

Aeria's mouth fell agape as Kanoe bared her skin to her, revealing her all in all of its majesty. Next to her Aeria felt almost... inadequate. With those robes on Kanoe was beautiful, without them she was amazing. Gray eyes had a hard time figuring what to focus on more be it her breasts, her sex or just any part of her body. A since of pride coursed through her that she had been complimented by Kanoe, massaged by her and was soon to do her best to drive the woman wild.

Aeria's arms curved around Kanoe's thighs as she answered her teasing question with a teasing response of her own "I think a better question would be what I see that I don't like. It's quite the short list. And worry not Kanoe... I plan on it" She winked at her before lifting her head up towards those glistening folds, glad to see that she was not the only one affected by the massage and display of skin, her tongue peeking out from between her lips to run the full length of Kanoe's slit, from bottom to top, applying just enough pressure to part her labia and tickle along her petals without penetrating her with the flexible appendage.

She smirked slyly at the reaction she earned. Despite her beauty being the product of alterations done by monsters, Kanoe did not mind the jealousy or the looks of envy she received from other students. With Natsuki being strict on appearance, etiquette, and composure, the witch had grown into a rather vain woman.

A faint gasp sounds from Kanoe's lips as the warm wet tongue pressed firmly against her slit. "Mmm..." she was impressed with the woman's skill as the rough muscle dragged upwards. Her netherlips were only slightly parted, teasing just barely inside her entrance. A tingling sensation was already building between her thighs by the time the woman reached her the top, dragging across the hood guarding her clit.

But she was not about to let Aeria have all the fun. Her hand reached behind her, taking a firm hold of a breast. She squeezed, feeling the lovely flesh mold through her fingers. Her thumb flicked the woman's nipple as she began to massage the firm orb. "Yess.. You are really good at this," she cooed, "I must not be your first."

Aeria's tongue continued to slide up and down her slit, each lick applied with a slightly greater amount of force, parting her nethers more and more and letting more of the surface area of her tongue stimulate her petals. Each lick ended with a strong flick to her clit's hood, a soft suckle given to it to draw and draw the nub out into the open, making a faint amused sound against Kanoe's lips as she spoke, sending minor vibrations through her labia.

She drew away briefly away from Kanoe's sex as the woman grabbed her breast, her thumb flicking over hardened nipple once, more and earning a moan out of Aeria. One hand released one of Kanoe's thighs, slipping to her glistening sex lips and pressed to them. Fingers parted and with them went Kanoe's lips, spreading her open before Aeria's eyes and lips. She chuckled faintly and replied "No, you're my third, but I'm a fast learner" Pressing her lips to that spread pink flesh she'd slowly press her tongue into Kanoe's depths, wiggling the flexible appendage in as deep as it would go, tasting Kanoe's essence and taking it in greedily.

Slowly her tongue would withdraw, curved upwards to drag over the upper portion of the witches clenching sex, searching out that faint change in texture that would be sure to make Kanoe moan. Her lips ground against Kanoe's labia, upper tiers teasing her emerging clit. For someone with only three women's worth of experience Aeria was -good-. But that was in regards to giving pleasure, she had yet to develop the stamina for multiple orgasms herself and indeed had hardly ever been exposed to them.

"Ah!" Kanoe gasped, her body arching gently as her partner's tongue flicked over her clit. Her hips jolt with pleasure as lips seal around the swelling pearl, sucking more heated blood to the surface until it was standing at full attention. The witch bit down on her lip to stifle any further sounds, cannot have the student thinking she was that easy.

The woman's moans vibrate into her puffing netherlips. Aeria was obviously enjoying the tender teasing of her chest so Kanoe continued, taking a firmer hold of the swollen peak between her fingers as she began to lightly twist and tug on the pulsing nub. But every attempt to push things further, the woman was right there with her with even more techniques to pleasure her pale form. Fingers part her glistening folds, exposing her pink flesh to Aeria's warm breaths and lips. The lips pressed deeper, spreading her wider for the tongue to push even further into her tight passage. Her muscles tightened, hugging around the wonderful tongue as it tasted Kanoe's insides.

"Nngh..." Her breathing grew deeper as she tried to keep control of herself. She was this one's third? In a school like this, there was a sense of pride of being one of the woman's first. The witch knew she would have to make this one Aeria would not forget. But before she could even consider that, she had her own quivering body to deal with.

The tongue was slow as it lingered inside her juicy folds. She knew the woman was searching for that precious spot that all women had. Kanoe knew hers well and could feel the tongue pulling back towards that patch of nerves. Her heart raced with anticipation. Her body was already tensing up only to tense further as the tongue dragged right over her g-spot. "Oh god!" she cried out, grinding her hips into the woman's face. She could feel the spot throbbing as blood made it harden and swell to the woman's touch. Pulse after pulse of heat and pleasure rolled through her hips and seep right into her loins and belly. She could feel butterflies going mad inside her body, on the verge of bursting into flames from her growing needs and desire.

Aeria groaned as she felt Kanoe's fingers twist and tug on her hardened nipple, the blood throbbing within the tender peak sending a jolt of pleasure through her breast with each heartbeat. But despite the distraction such sensations were causing her she did not lose focus on her goal, making the woman straddling her face climax.

She had been feeling Kanoe tense up even before her tongue found its goal, feeling her body truly tense up when it was discovered and hearing the woman's sweet cry, causing Aeria to smirk mentally. Mentally as her lips and tongue were a bit busy. She stopped her tongue's retreat now that she had located the spot, her hand that had been parting her lips sliding back to Kanoe's rear to join with her other hand, taking a firm hold of her thighs to hold her to her mouth as her tongue began to slide over and over that sweet spot, flicking against it and pressing as hard against it as she could with the slender appendage, generally stimulating the spot as much as she could.

Her lips were not idle either. As her tongue went after Kanoe's g-spot her lips teased along Kanoe's labia and petals, giving a few sucks as well, taking in her excess juices. Her hands kept a firm grip on the woman's thighs, making sure she wasn't able to pull away, her lips and tongue finding a rhythm. It was clear my how Kanoe ground her hips against her face and the way her walls were convulsing around her tongue that she was close. She was pretty darn sensitive it seemed.

Her partner was quick to notice the moment of weakness as the tongue lingered and began to grind up against her most sensitive of places. Kanoe's fingers squeezed the woman's breast harder as her entire body began to quiver with glee. Her muscles contracted hungerly around Aeria's tongue, forcing the witch to feel every little motion the woman had to offer.

"Ahh! Ahh! Yes! Right there!" she gasped breathlessly as her hips began to grind wantonly against Aeria's face. Her free hand slid over her own chest, feeling the heat rising from between her thighs up through the rest of her body. She finally cupped her own breast much like she had her partner's and began to roughly knead and massage the luscious tit flesh.

The woman did not linger off target. The tongue remained right over g-spot, swirling and grinding against the hardening bundle of nerves. Her breathing grew heavy as she began to pant. Every exhale became sighs then gradually became soft moans of pleasure. She was more sensitive than most women but it was more mentally than physical. Years on the island had trained and altered her body to be what every monster wanted, a long lasting sex toy. Even as she felt the tension rising in her lovely form, the witch knew she would still have plenty of stamina left over to keep going and going till both of them were writhing in bliss on her bed.

Aeria purred against Kanoe's sex as her own breast was manipulated with even more force, nipple sticking up proudly to be teased by the much more experienced witch. Well supposing she could think straight enough to tease her. Aeria was working on making sure that would not happen. Feeling the witches body shuddering above her, hearing her gasps and begging, or were they commanding, words, and feeling her sex clamp tighter around her tongue as she relentlessly attacked her g-spot all added up to her increasing her efforts to make the woman climax.

Her tongue moved with more force against the spot, pressing constant pressure against and and rolling her tongue against it much as if she were going after her nipples in clit, before changing her approach and rapidly thrusting he tongue against it. One of her supporting hands, figuring she hardly needed either, slipped from Kanoe's thigh and up to the luscious mound her own hand was not manipulating and began to tease it as well, kneading the soft flesh before focusing her attentions on her nipple, doing her best to give Kanoe as much pleasure as she could.

Her own sex was hardly unaffected by the activities, glimmering with her own juices as her body reacted to the sight, scent, taste, feel and sounds of the woman above her. Her thighs ran together lightly, appeasing her own desire for just a moment. She would have her own turn she was sure.

"Ooohhhnnn! Uhhhnnnn!" she groaned helplessly as the woman's tongue began to thrust and saw away at her quivering g-spot. Kanoe's eyes fluttered and began to slowly roll back in her head. It was an unbelievable feeling. Tremors of pure bliss rolled up through her loins, searing away the fluttering in her belly until they had melted into that wonderful liquid heat. The heat spread, seeping into every part of her body. Her heart was racing as her hips buck harder, grinding her juicy sex against Aeria's face. She was close, it would not be long now.

Kanoe's hand trembled as she lost focus. Her world began to bleed away, leaving behind only the woman's tongue, lips, and fingers that were working her body to submission. Aeria could feel the witch's pulse throbbing against her well endowed breast. Her eyes had completely rolled back into whites as waves of sensation washed away any thought she had or will have in the future. All that matter now was the rush as all the tension released at once, shooting straight up into her core.

"Aiiiieeeee! I'm cumming!" she screamed with glee as her muscles began to spasm an seizure. Hot juices gushed forth all over the woman's lips and face. Her hips twitched violently as her body was wracked with pure bliss. Gasping and panting hard, Kanoe released Aeria's breast and used it for support as it rested against the wall infront of her.

Taking a few deep breaths, the climax slowly melted into that wonderful afterglow. She lets the woman finish licking her clean before sitting up. "Mmmm.." she smiled down at the woman, "You did very.. very well.." Kanoe shifted so she was not sitting on top of the woman anymore, laying beside her partner as her fingers stroked up and down the woman's side.

Aeria was quite surprised at how much pleasure Kanoe could take before cumming. Aeria would have orgasmed under this kind of assault within seconds. But apparently all that effort just built up inside Kanoe for a larger orgasm, the woman spasming above her as Aeria's manipulations finally drove her to her peak. She was rewarded for her efforts by a gush of juices, swallowing down some, the rest smearing over the lower half of her face and the sheets below her. At long last her tongue could withdraw from Kanoe's clenching walls, a few long licks cleaning her as Aeria panted for breath. She smiled softly at her as she came to lie beside her and murmured past her panting breaths, thighs running together for emphasis "I... could really use... your attentions again Kanoe" She smirked faintly "And I'm glad you enjoyed it. I do put a lot of effort into things I enjoy"

The witch giggled as she pressed closer to the woman. Her heavy mounds were swollen with arousal and were now mashing up against Aeria's chest. "Do not worry," she smirked back, "I have not forgotten about you." Her fingers trace down her partner's side and over the woman's rear before sliding forward. Kanoe kissed Aeria gently, letting her tongue taste her own juices on those lovely lips. Her fingers would tease the student's glistening netherlips, stroking up and down slowly as she embraced the woman.

Two fingers would cross and begin to drill in and out of the woman's already dripping folds. "My my," she cooed, "Seems I missed a few more tense spots." She began to pump a bit faster, enjoying the feel of juices and the woman's inner walls squishing around her digits. Her thumb ground roughly against Aeria's clit, stimulating both the pearl and her passage with relentless vigor. As she worked, her fingers would uncross and begin their search for Aeria's special place. The witch did not want to keep her partner waiting afterall.

Aeria purred into the kiss, sharing the witches own essence with her as she felt her large chest being pressed to her own. Arms slid around the witch, pressing her tighter to her as she felt her fingers begin to slide over her form. Down her sides and over the slight swell of her hips and rear before slipping around between her thighs, her legs parting slightly to give her easy access.

She gasped out as Kanoe's fingers slid suddenly into her dripping sex, the walls gripping tight around the digits. Despite her few encounters with the monsters of the area she had been unlucky enough that most of them had been more interested in her ass rather than her sex. She was quite tight. Aeria's entire body shuddered as Kanoe's thumb slid against her clit, her fingers uncrossing within her wet sex and trailing along for her g-spot much as she had done for Kanoe, her body tensing as her fingers neared it. "God... Kanoe..." She groaned out heavily. "Don't... stop"

"Shh.." she hushed softly as she gave the woman another deep kiss, "Just relax. I will be sure to get all the little kinks out of you." Sensing her partner tensing up, she easily found the spot she was searching for. The two fingers dig into the tender bundle of nerves and began to slowly stroke and massage the spot. Not one motion was wasted as she focused on just stimulating the hardening spot, ensuring the woman felt everything she did inside her.

The witch allowed herself to be pulled closer to the woman. She gasped as her breasts were mashed harder against Aeria's body. Both women were still ready and eager to enjoy this time they had with each other. Whether it was mere lust or something more did not matter at this point. All that mattered was the woman before her and ensuring that this student received her full attention.