Amazon Apocalypse: Chapter 52

“Carter! Carter!” I woke up to Sakura shaking me by the shoulders. I was lying in that pink bed we’d found in the city, and I groaned as I opened my eyes.

I expected to feel sore after the pain I’d just gone through, but as I stretched my body, I felt good. Really good, in fact. Not just better than I’d ever felt before like my transformation to F-Rank had been. But now I felt better than it should have been possible to feel. It was like I wasn’t even human anymore.

Which, considering the new description of my race, was probably accurate.

Carter Smith (Homo Acceleratus, D-Rank)

Human racial stats (Level 25)

Strength: 45

Agility: 43

Perception: 46

Vitality: 55

Intelligence: 66

Charisma: 52

Luck: 25

Scholar of Forbidden Knowledge Class Stats (Level 24)

Insight: 24

Aberration: 24

Arcana: 24

Proficiencies:

Caster 24

Neutral Mana 22

Dodge 20

Taunt 8

Improvised Weapons 9

Rifle 3

Pistol 1

Sword 12

Regeneration 19

Heat Resistance 5

Cold Resistance 1

Leadership 20

Wolf Slayer 1

One Versus Many 1

Dual-Wielding 5

Focus 1

Hiking 5

Running 20

Speech 23

Exploration 5

Repair 5

Titles:

Blessed of the System (Unique, Temporary)

Forerunner of Earth (Legendary)

Integration Survivor (Legendary)

Gallant Guardian (Rare)

Hero of Sakura Miyamoto (Rare, Temporary)

Mechanical Master (Common)

Death Defier (Legendary)

Soul Vampire (Legendary)

Great Ancestor (Mythic)

Giantslayer (Rare)

First Lord (Epic)

Racial Abilities:

Mind over Flesh (Uncommon) - Convert mana into health points.

Mana Bolt (Common) - A basic bolt of magic.

Power Jump (Common) - Jump super high.

Iron Will (Common) - Exert all stats to their maximum threshold.

Power of Nature (Common) - Harvest nearby mana to offset the cost of acting spells.

Fabulous Phallus (Rare) - Addictive phallus.

Soul Vampirism (Legendary) - Steal stats

Sure Step (Rare) - Positions the user where they need to be to dodge attacks.

Surging Strength (Common) - Boosts strength by 20% for your next action.

Share Curse (Rare) - Distribute the effects of any curse afflicting the user onto enemies.

Examine (Uncommon) - View enemy levels.

Class Abilities:

Study (Rare) - Discover an object or creature’s uses and functions. An upgraded form of Analyze.

Disassemble (Rare) - Smother an item with mana and break it into its component pieces.

Enlightenment (Rare) - Increases instances of Mania.

Blood Sacrifice (Rare) - Sacrifice health points to deal unblockable damage.

Corrupting Mark (Rare) - All physical damage leaves a mark of corrupting energy that stacks and can later be detonated.

Exploit Weakness (Rare) - View the weaknesses of a target.

Warp Step (Rare) - Warp space to travel increased distances.

Eldrich Blast (Rare) - Emit a blast of dark energy that disrupts other abilities and deals Eldrich damage.

Eldritch Augmentation (Rare) - Reinforce your body with energies and concepts from beyond the veil. For brief instances, your Arcana stat will be combined with your Aberration stat, massively increasing your physical abilities.

Job:

Artificer (Epic) Level 8

You reshape the magical and mundane world around you to fulfill your desires. With the right tools and materials, you can craft powerful magical artifacts imbued with both mana and unique magical effects.

“How do you feel?” Sakura asked, placing a hand on my shoulder. I couldn’t help but notice her other hand was running under my shirt and up my chest.

“Great, better than ever,” I replied, stretching, feeling the new power coursing through my veins.

Sakura was silent for a moment, her eyes wide as they raked over my form, taking in the changes that the evolution had wrought.

Her cheeks were noticeably pinker, and her hand had stilled on my chest, fingers pressing gently into my skin as if she couldn’t believe the firmness of my muscles.

“Wow, the changes are... are more drastic than I expected,” Sakura stammered, her gaze darting away from mine as if trying to hide the admiration in her eyes.

She cleared her throat, looking at me again. “Um, Carter, could you... could you take off your shirt? I want to examine you more closely.”

I raised an eyebrow at her but complied, pulling the fabric over my head. I was curious about my new form, too, after all.

As the shirt came off, Sakura’s eyes widened even more, and I could see her swallow hard. She reached out tentatively, her fingers hovering over my newly sculpted abs before finally allowing them to make contact.

“Oh my...” Sakura whispered, her hand moving over the contours of my muscles. Her touch was light, almost reverent. “You’re... you’re incredible, Carter. You’ve become... a paragon of human potential. No, more than that. You’ve become really fucking hot...” Sakura licked her lips, pupils wide and gaze distant. If she wasn’t so beautiful herself, I would have taken a few steps back.

“Really? Let me see!” I stood and made my way to the full-body mirror nearby.

My chest was lean and toned, my body strong and fit. Though I wasn’t bulky with muscle, I still wouldn’t have looked out of place on the cover of a romance novel or advertising underwear.

“Damn,” I grinned as I examined myself and ran my hands over my chiseled jaw. “Well, I hope you’ll still like me for my personality.”

Her face was flushed, her breath hitched, and her eyes were glued to my chest. It was clear that she was more than a little impressed with the results of my evolution. I couldn’t help but chuckle at her reaction.

“Thank you, Sakura,” I said, grinning down at her. “I must admit, this new body feels pretty amazing. I can feel the changes, and soon I’ll be stronger than ever. But to deal with the Lycans, I’m going to need more than dashing good looks. I’m going to need levels.”

She nodded, finally pulling her hand away and taking a step back. I could tell she was trying to regain her composure, but a blush still lingered.

“So, how would you like to start?” I asked.

Without warning, Sakura launched herself at me, locking me in an aggressive kiss. Her tongue darted across my lips, and for a moment, I was lost in the sensation of her against me. But then I remembered the new levels running through my veins, and I had to fight back against her for control. Sakura’s grip on me tightened as she overpowered me with her raw strength. Even though I had more levels, strength was her focus, and I didn’t have enough levels beyond hers to overwhelm her in her area of expertise.

She leaned back with a mischievous smirk on her face. “Well… mister handsome. Despite your new good looks, I’ve still got the higher strength stat!” she said triumphantly, laughter bubbling up from her throat as she stepped away from me. “You better watch out, prince charming. Otherwise, a tough girl like me might decide to scoop you up and not let you go.”

I couldn’t help but return Sakura’s playful grin. Despite the new power coursing through my veins, Sakura still hadn’t had enough of being conquered the last time around! This was going to be a recurring theme between us. I’d let her have her fun for now since, with my powers, this would only ever end one way.

My gaze shifted to her hands, which were now on my hips, and I felt a warmth spread across my body. With a sly smirk, she slid one hand slowly up toward my chest before finally reaching for my groin.

“There’s one more thing I’d like to see...” She whispered suggestively, her eyes locked with mine.

Without another word, she slowly undid the button to my pants.

Her blush from her cheeks spreads to cover her whole face, and she’s silent for a moment. “What’s wrong?” I asked. “It’s...the most beautiful thing I’ve ever seen...” Sakura gasped, awed by the sight of my new cock.

I looked down at myself. I looked the same as usual. I was perfectly symmetrical, and the skin around my shaft was a bit healthier, but otherwise, it seemed like the same cock as always. But Sakura looked like she’d just seen the face of God as she stared at it, completely mesmerized by its slowly hardening length.

“I guess I really do have a magic cock...” I shrugged. My Fabulous Phallus made it magical. My recent transformation just meant it was more so.

Sakura’s eyes were still glued to my new cock. She stepped closer, pushing me onto the bed and grabbing it possessively. She rubbed her cheek against it like a cat with her favorite toy.

“Calm down a little, Sakura!” I said, but she didn’t listen. She pounced on me, tasting my head and nuzzling her face against the shaft. Her hands traveled up and down its length, as she explored every inch of my cock with pure awe and admiration.

I groaned in pleasure as I felt myself getting increasingly aroused by Sakura’s attention. She finally looked up at me with an intense look of hunger in her eyes before pushing me back onto the sheets and climbing on top of me, straddling my waist.

“Mine!” She shouted, chest heaving as she licked her lips in anxious anticipation.

My heart raced, and my pulse pounded in my ears as I felt her slippery, wet warmth engulf me as she slowly sank down upon me. Our eyes locked as we both reveled in the moment’s pleasure, and Sakura tried to lay claim to my cock like a slavering beast claiming its territory.

Despite the wild air about her, Sakura was beautiful. Her long black hair cascaded down around her shoulders, framing her toned body and delicate curves. Her cute little horn poked out from her forehead, and her ears were slightly pointed at the tips, but that just gave her a strange sort of alien beauty.

But none of those features could compare to the look in her eyes as she shivered atop me in pleasure — it was like looking into an abyss of limitless passion, scary in its intensity.

Fabulous Phallus skill activated.

As she moved up and down, grinding her hips against mine, I felt her body trembling excitedly. Her moans grew louder and more intense as the pleasure continued to build between us. The look on her face was pure ecstasy and animal lust for my body. It made me want to sink into her inch by inch and make her mine. I had seen no one look so pleased.

I grabbed her waist and held her tight as I ground my hips against her. She looked at me adoringly and ground against me, her breasts bouncing as she bounced against me. Then she leaned down and kissed me again, more gently than before. As she did, I felt that same familiar feeling of warmth and tingling return to my body.

She was moaning softly into the kiss, her body shivering with pleasure. Her movements became more erratic, and her lips became more passionate. I held her tight, thrusting my cock deep into her, causing her whole body to ripple with pleasure. She was getting closer and closer to the edge, and as I felt her clitoris rub against me with each thrust, she suddenly tensed up and let out an explosive cry of delight. I felt her heat wrap around me as she brought herself to a rapid and aggressive orgasm, growing all the more aggressive and delirious for it.

I could feel her juices running down my cock as she trembled above me in pleasure.

I kept thrusting harder and faster as her orgasm neared its peak, wanting to take her over the edge. I knew that this was going to be intense, and it was. Sakura loudly moaned, desperate for more, even as I drained a level from her. She shivered in pleasure with every motion, the intensity threatening to overwhelm her.

You have drained a level from Sakura Miyamoto!

Your race, Human, has advanced to level 26.

Stat points assigned. You have extra stat points available for assignment.

A new surge of strength flowed through me. Evolving my race to the D-Rank doubled the stats I gained each level, from eight to sixteen. Most of those had already been assigned, but plenty was left for me to determine.

I was a magic user at heart, and I had a feeling I would need a lot of mana for the battle ahead. I put all those extra points into Intelligence.

But Sakura wasn’t done. And just one level wouldn’t ensure my victory against the Alpha Wolfman.

Though she was wet and sensitive, she only slowed the bouncing of her hips; she didn’t stop.

Slowly, I started taking a little more control, thrusting from below as she rode me.

Her tight, wet walls were wrapped around me like a warm cocoon, bringing a new level of pleasure with each thrust.

As we moved together, she slowed her movements and whisper my name in between moans. She trembled as she built up to another orgasm.

You have drained two levels from Sakura Miyamoto!

Your race, Human, has advanced to level 27.

This time was even more intense than before, sending waves of electricity through my body and setting my skin ablaze with passion. We moved in perfect harmony as we reached the peak of our desires together. I felt her walls clench tight around me, and I could hold myself back no longer. I erupted like a fountain deep inside her.

Sakura lay there for what seemed like an eternity, me still inside her as I caught my breath. My panting breaths only stopped when she looked back at me with an eager smile on her face and spoke. “Again!”

I chuckled and kissed her forehead, “Again, it is,” I said, gently moving us back into the rhythm of passion once more.

And so we went at it again. But Sakura’s grip was weaker now, and mine was stronger. I could break free of her if I wanted. But I’d let her have the illusion of dominance just a little while longer.

This time I took three levels instead of just two. The pattern was clear. The lower Sakura’s experience got, the more levels I’d need to take from her to get one more of my own.

Your race, Human, has advanced to level 28!

Your race, Human, has advanced to level 29!

I throbbed inwardly as wave after wave of pleasure broke over me until finally, with one last shuddering cry, I climaxed in another orgasmic eruption that felt like nothing else ever felt before in my life. Seed poured from me in a creamy white river that exploded between Sakura’s thighs, flowing out in even greater volume than before.

“M-more...” Sakura begged, arm weak as she tugged at me.

I chuckled. “Don’t you think you’ve had enough?”

“More!” Sakura demanded. She tried to straddle me again, but she was exhausted, and with her drastically reduced Strength, I easily pushed her down into the bed so she was lying on her back. I rolled on top of her, pinning her wrists to the sheets.

“M-my... cock...” Sakura mewled as she tried to paw at my hard shaft dangling over her, only to find she couldn’t move beneath my grip.

I laughed at the sight. “Alright, Sakura, I can give you more. But on one condition.”

“Anything!” Sakura pleaded.

“Only good girls get fucked by my magic cock. Are you a good girl?” My eyes twinkled with mischief.

Sakura’s face turned slightly pink as she nodded her head in agreement.

“Louder!” I demanded. “I want you to say it out loud.”

“Yes! I’m a good girl!” she said.

I released her hands to grab her by the chin. “Not so tough anymore, are you?”

“No...” Sakura said, breathing in short, panting gasps.

“Well, good.” I placed a kiss on her cheek. “Because I think you look nice, all cute, low-leveled, and helpless. You don’t have to fear the big scary monsters out there as long as I’m here to protect you. I make sure to protect good girls.”

“Cock...?” Sakura begged.

I laughed again. “Yes. I also give good girls all the magic cock they want.” And then I gave her what she wanted. To my surprise, evolving my race helped with my refractory period. I was ready to go again in just a minute. I was pretty sure I had spent no points on that, but I was happy with the results.

Your race, Human, has advanced to level 30!

By the time I finished, Sakura was completely spent. Her arms and legs had gone limp, and her eyes were heavy-lidded with exhaustion. She cuddled her head into my chest and sighed contentedly.

I kissed the top of her head and smiled, happy that I could make this beautiful woman feel so good.

“Just a minute to rest...” Sakura yawned. “Then... then we go again.”

I raised a brow at that. “You sure?”

I used Examine on her to see how much she had left to give.

Sakura Miyamotto (Human Oni, Level 6)

I wasn’t sure I’d gain another level even if I took Sakura down to level one. And I wasn’t sure I wanted to do that. Granted, she’d probably regain a bunch of levels just from being partied with me when I took on the Alpha Wolfman and his kin, but I didn’t like leaving her too weak.

If only Bridget had shown up...

I heard a knocking on the door just as I had that thought. Sakura was running her hand up my bare chest, and the two of us were lying on the bed, tucked in one another’s arms.

“So... I see you two made yourselves comfortable in my room...” Bridget said.

I sat up, looking around at the girlish decorations. “Your room?”

Bridget smiled, hand on her hip as she ignored our nudity on her bed. “Why do you think I sent you two here? I’d already visited it to check if any of my flatmates survived the integration. I got lucky, and they’re both back at the shelter now.” She bent over beneath the bed frame to rummage around for something tucked beneath her bed.

“I see. So, Bridget...” I wondered if she’d come here for what she’d said earlier.

“Yeah, I’ll be ready in a moment,” Bridget replied. “I just need to take care of the boss for a moment. Just to make sure she doesn’t get in the way. She’s pretty possessive of you.”

With that, she pulled out a pair of cuffs made from some kind of tough leather. The other ends of them were already attached to the bed posts, and now Bridget brought them up onto the bed.

“These will keep our oni berserker quiet,” Bridget said, flashing me a mischievous smile.

Sakura’s eyes widened at Bridget’s words.

Before Sakura could react, Bridget pounced. In a flash, Sakura’s ankles were bound by the two leather cuffs.

“Don’t struggle,” Bridget grinned as she loomed over Sakura and pressed the older woman into the sheets. “You don’t have the stats for it anymore. From here on out, Carter’s my man too.”

Sakura’s eyes widened when she realized Bridget was easily overpowering her. An hour ago, she’d been the stronger of the two, but now their roles had reversed.

I sat back, nodding in pleased approval. Seeing Sakura naked and bound to the bed by yet another beautiful woman was actually quite arousing. Especially when that other beautiful woman was turning hungry eyes toward me every moment she could spare.

“Open wide!” Bridget said as she retrieved a gag from under her bed. “I know you’re the jealous type, and I don’t want you disturbing Carter and me.”

Sakura kept her lips shut tight in a grumpy pout.

“What? Didn’t you agree to this already?” Bridget asked.

“Yeah, but I--“ Sakura began, but before she could finish, Bridget slipped her fingers past Sakura’s lips and pulled her mouth open anyway before putting the gag in. “--Mmff! Mfff...”

“There we go... looking good, boss!” Bridget gave Sakura a gentle pat on the cheek and then a not-so-gentle flick across her nipples, both of which were hard as diamonds as they pointed straight in the air.

“Have you done this before?” I asked Bridget as she slid herself across the bed and put herself between me and a squirming Sakura.

“My roommate talked me into tying her up a few times. That’s where all this stuff came from.” Bridget ran her hand up and down my bare chest, feeling the dense muscle concealed just beneath the skin. “But you’re the first man ever to grace these walls. And what a man you are...” Bridget let out a low whistle.

I grinned as I gestured to my body. “I can’t take full credit for it. The System let me remake myself at D-Rank. I suspect you and Sakura will go through the same thing when your time comes.”

“Well, if the System can talk, I want to send a thank you letter...” Bridget let out a girlish giggle, and a familiar blush colored her cheeks. She looked much like Sakura had. “Can I... you know... touch it?”

I nodded, and Bridget’s hand went straight for my cock, still slick with Sakura’s juices. Bridget didn’t seem to mind as she ran her fingers up and down my length.

Sakura muttered a muffled curse under her gag, and Bridget peered over her shoulder with an impish look. I couldn’t help but laugh.

Bridget had gorgeous blonde hair that cascaded down her back in waves of golden light. Her toned body was like that of a runway model. That wasn’t just the System at work either. She had been a cheerleader in college if I remember correctly. It was part of the reason Craig liked to bother her so much.

How lucky was I to have not just one but two incredible beauties willing to sacrifice their levels and their bodies for the sake of humanity? I promised myself I’d do right by both of them.

Reaching down, Bridget repositioned herself, ignoring Sakura completely as she laid her legs atop Sakura’s stomach and took my cock in hand. “I’ve been waiting a long time for this...” She said as she wrapped her full lips around the head of my cock and sucked it deep into her mouth.

She was clumsy at first. With how quick she’d been at tying Sakura up, I thought I might be in the presence of a young expert, but it seemed any practice Bridget had was strictly with her roommates.

Still, she made up for her lack of experience with eager dedication.

“Hey, Sakura, I think Bridget likes how you taste!” I called out to my bound companion with a chuckle.

It was Bridget’s turn to blush and Sakura’s turn to look triumphant.

Before Bridget got back to sucking me, I decided I wanted a little better view than the one I had. She was still wearing the ragged old battle-worn shirt and jeans that she walked in with. It was past time I changed that.

I pulled Bridget’s shirt off, and she wriggled a bit in surprise but still kept sucking me off as I undressed her. Her breasts bounced out from beneath her bra, and her tummy was hard and tight. With each button I unfastened on her jeans, my mouth watered even more at the sight of the delicious curves beneath.

At last, I had them all undone, and I yanked them down to reveal a pair of black lace panties that were just barely concealing what lay beneath.

I glanced at Sakura, tied to the bed next to us. She was pouting, but it seemed Sakura and Bridget really had talked this over ahead of time, and she was glaring more at Bridget than at me.

I gave Sakura a pat on her cute little horn. “Thank you for your sacrifice, Sakura.”

Sakura let out a little muffled moan as I stroked her horn.

But this was Bridget’s turn. She offered up her levels for my sake and the sake of everyone in the shelter depending on us. It was hard to remember the responsibilities resting on my shoulders with her perky ass filling my palms.

My fingers crept lower between her thighs. Bridget’s breath caught in her throat as I ran my hands up and down her inner thighs. She let out a moan of pleasure as I moved my fingertips closer and closer to her wetness.

“Stay right there...” I gave Bridget’s ass a squeeze, positioning her stomach right over Sakura. Sakura’s boobs just happened to elevate Bridget’s ass at the perfect height for easy access from the side of the bed. The pillows were a little too small for this job, so Sakura would have to take their place.

My cock slid inside of Bridget’s cunt with ease. Bridget moaned loudly as I fucked her on top of Sakura. Her tight walls clenched around me, but to my shock, Sakura was the one who orgasmed first.

Maybe it was because of her hard nipples rubbing against Bridget’s toned stomach with every thrust, but I was pretty sure from the look on her face that she was enjoying this a little more than she let on.

“Sakura, you little pervert! You’re really liking this, aren’t you?” I couldn’t help but laugh. The scarlet hue over Sakura’s cheeks grew deeper.

Bridget laughed. “I told you, Carter, we talked about this earlier. Sakura told me exactly how she wanted it to play out. Including me showing up late for this little twist.”

“Mfffph!” Sakura let out an indignant squeal through her gag.

I leaned tight over Bridget, thrusting quicker and faster as I kissed the back of her neck and wrapped my hands around her chest to cup her breasts.

You have drained a level from Bridget Larsen!

Your race, Human, has advanced to level 31!

Bridget let out a moan of pleasure as I took a level from her. Her breaths came quicker and faster, panting and anxious for more.

“Holy fuck...” Bridget moaned. “Was... was that...”

“You alright?” I asked, bringing myself to a halt.

“D-don’t stop!” Bridget protested as soon as I brought myself to a halt.

I chuckled and resumed my thrusts. I was beginning to really like leveling this way.

You have drained two levels from Bridget Larsen!

Your race, Human, has advanced to level 32!

I picked up the pace, sliding deeper and deeper into Bridget’s tight wetness. I could feel her inner walls squeezing tightly around me as her breathing reached a fever pitch. I could hear her heart pounding in her chest, and my own heart thumped in time with hers.

She reached her peak shortly thereafter. Bridget threw her head back and screamed out as waves of pleasure crashed over her body like tsunami waves. Her muscles tightened around me, squeezing my cock with such force that I thought she was going to break me in two.

The orgasm lasted for an eternity, blending smoothly into the next. Her fingers curled around the sheets, and I wrapped her hands in mine before bringing them over to Sakura’s dripping snatch.

I placed Bridget’s hands there, thinking it’d be rather hot for my two cute lovers to play with one another for my amusement. Sakura deserved it for agreeing to this.

The sensation of Bridget’s pussy clenching around me as Sakura moaned beneath her drove me over the edge. With a roar, I spilled another huge load of seed inside of Bridget, feeling my orgasm rip through me like wildfire and wash away all my inhibitions and cares in its wake.

It was a damn good thing the System provided free birth control with a flick of a menu option because I was really starting to like this.

You have drained three levels from Bridget Larsen!

Your race, Human, has advanced to level 32!

You have drained five levels from Bridget Larsen!

Your race, Human, has advanced to level 33!

Bridget collapsed onto the sheets with a sigh, completely sated and spent from our lovemaking. It was a good thing, too, because she was spent, as was I.

New power flowed through me. I had 128 more stat points. I was already feeling the effects of those assigned according to my race, but there were still so many more awaiting my touch. How much stronger would I be when I was finished?

I rolled Bridget over to one side of the bed, then flopped myself down with her and Sakura on the other. They both deserved some rest. They had to feel weak after losing so many levels, and they probably needed sleep as badly as a regular human would after something like what we’d both done.

But I was full of more energy than ever. As the two of them cuddled up in my arms, I flipped through my menus and made one selection after another. Most of the new stat points went into intelligence.

As I pulled my shirt back on, I couldn’t help but feel a renewed sense of confidence. I could do this. No, I would do this. The Alpha Wolfman had no idea what was coming for him.

<Author's Note>

Whew. First steamy scene in a while. Tbh, I kinda was starting to forget I write explicit books.