Accept Her Offer

"It's fine, mom. I've been training with you for weeks. I'm sure it isn't a bad idea to spar with different people sometimes." I insist, not wanting to look like a coward in front of the new girl, even if she is a bit weird.

My accepting her proposal causes her face to light up, a big grin appearing on her face. "Yea. Relax, mom. Zhoron calls me the weakest B rank he's ever seen." She teases, placing her hands on her hips as she sizes me up.

"You know Zhoron? Does that mean you work for the queen?" Mom asks, suddenly looking at Lilith with a lot more suspicion on her face.

"Tsk! I guess the cats out of the bag!" Lilith insists, although something about her smile makes me think that wasn't just some slip of the tongue. "I'm not actually here to visit dear old dad. Queen Zara actually sent me to learn about our nation's newest S-Rank."

Mom smirks at her, and puts her hand on her chin like she had just figured something out. "I see. So the reason you're so interested in sparring with me is so you can learn about Kase?"

"No. I sought you out because I want to learn more about Kase. I want to spar with you because I find the idea of being pinned down by a hot older MILF appealing." The girl says with a candy sweet smile, causing my mom to immediately turn red.

"Wh-what are you saying? D-do you know how old I am. I'm old enough to be your mother!" Mom replies, looking rather aghast at the girl's forwardness.

"Duh! That's what makes it hot!" Lilith teases with an amused grin on her face.

"E-Enough of this. You can't spar with Darx and make passes at me at the same time." Mom replies. I've never seen her so flustered. Is it because Lilith is a girl?

"You're right! I suppose if I am going to spar with your son, I should focus my attention on him." Lilith giggles, giving me a wink and making a kissy face at me.

I hold up my sword and steady myself as I assume a fighting stance. "If all you're going to do is fool around, then this fight is as good as over." I challenge, not impressed by her antics. I had been unnerved by her powers yesterday, but I'm starting to think she isn't that strong.

Lilith's smile turns dark. "A battle is every bit mental as it is physical, you know! Didn't your mom teach you that?" She warns. "After all, a flustered opponent isn't fighting at his best." She starts to tug at her boob window, exposing more of her cleavage.

Like I thought, she's playing mind games to cover her inadequacies. Raising my sword, I begin charging at her. However, before I can reach her, she jumps up into the air. Then she doesn't come back down. Looking up, I can see right up her skirt, discovering that she doesn't wear any panties. Now I really do get flustered, as I inadvertently become exposed her most delicate place.

"Oh. Charging in head first. A brash tactic. A little clumsy, but I'm not unfond of a man who can take initiative." Lilith teases, still flirting even in battle.

Just what are those things sprouting from her back? They look like wings, and they're covered in green scales like a lizard on the outside, while inside they appear more leathery.

"Are you a draconian?" Mom asks, having identified the wings immediately. Draconians are a race of Beast-Man who live secluded in the mountains. They're an ancient race, but they've lived in isolation for all of recorded history, with only the rare individual leaving their mountain cities to travel.

"Good guess! These are draconian wings! I can make them more bird like or bat like too, although I've found draconian wings most useful for combat as I can put more speed into my lunges. Let me show you." Lilith says, then repositions herself in mid-air before dive bombing straight at me.

"Ooof!" I let out a grunt as she suddenly tackles me to the ground with her breasts!?

My face is buried in the cleavage of her boob window, and she starts grinding her tits against my face. Her hands pin my arms down so I lay pinned to the ground. She giggles and keeps right on smothering me with her boobs.

"Ta-da! Victory by breast smothering! I bet you've never seen that before!" Lilith teases while continuing to grind her breasts into my face. Is it just my imagination or are they getting bigger?

Unfortunately my body is starting to react to having her boobs in my face as a familiar bulge starts to form in my pants. I start wriggling and trying to toss her off me, but she's not letting up.

"No. I can't say I have. Nor have I seen that trick with making your breasts grow like that. Are you a shape shifter?" Mom asks, confirming that her boobs are indeed getting bigger.

"Shape Shift is one of my abilities, yes. Unfortunately I'm not good enough with it to do more than minor cosmetic changes. Wings. Tails. Horns. Breast size. That sort of thing." She explains, still suffocating me with her breasts.

"That's great. Can you get off me!" I shout, trying to free my head from the prison of soft flesh enveloping my head.

"Whoops!" Lilith yelps, before hopping off of me.

Gazing up at her, the wings are gone, but her breasts definitely are bigger, really pushing out that boob window which is chalk full of cleavage now. She catches me staring, and sticks out her tongue.

She explains that her ability [Shape Shift] allows her to grow wings and other useful features, such as claws for attacking or legs built for sprinting, but that she lacks the ability to imitate anyone. Something about faces being too difficult to get right. I don't understand what the problem with that is, I find the ability rather impressive, but mom seems to understand something I don't and expresses her empathy.

As I get back to training with mom, Lilith watches from atop a nearby rock. Occasionally she'll ask a question about Kase. However, there are also some questions about Amelia peppered in there. Every time she brings up Amelia, I fumble a bit. Eventually, I speak up about it.

"Why do you keep asking questions about Amelia? I thought it was Kase that you were supposed to be researching." I ask her, maybe a bit more defensively than I would have liked.

"Oh! So you don't know?" Lilith asks, tilting her head. Something about what she says brings a familiar fear to my heart. I'm reminded of Mia's warnings from after the bandit raid.

"Know what? What are you implying?" I say, starting to lose my composure. I remember the last night I was with Amelia on the bridge. She had all but proposed to me. I knew something was off. Something had been off for awhile. But I thought that would all change once she got to Riledo.

Lilith gives an sad smile, and hops off her perch. "I think you know what I'm implying. There is only one reason why I would be asking about Amelia if my job is to gather information on Kase." she says, walking up to me and placing a hand on my still trembling shoulder. "Sorry. I hadn't known you and her were an item. If I had, I'd have asked about her when you weren't around."

My mom is now looking at me with the same expression Lilith is, and I am trembling uncontrollably. It couldn't be, right, it has to be a lie. "T-there has to be some sort of mistake. I mean, maybe you got the wrong idea. He is forward like that." I insist, trying to rationalise what I'm hearing.

"I'm so sorry, Darx, but one of my talents is being a fly on the wall. And there is no way any woman is that good at faking it." Lilith explains, causing a gasp from mom.

I want to ask what she means by faking it, but deep down in my heart I already know, and I fear that if she puts words to it, I'll break down and cry. "I-I want to be alone for awhile." I tell them, as I start walking away.

Neither mom nor Lilith makes any move to stop me, just giving me a sad sort of look as I trudge off and put distance from myself and them. I don't know how long I walk, but eventually I find myself back in the woods where we used to train. Back before Kase had entered all our lives.

Cutting down rats and slimes without even really thinking about it, I think back to all the times the we spent out here. I climb over a gnarled root that stretches out over the ground, and recall when Oliver twisted his ankle tripping over it. Amelia's healing magic could only do so much, and he was bed ridden for a week after that.

I pass a steep slope, and remember the time Amelia almost fell down it. I had managed to grab her in the nick of time, but she wound up falling on top of me instead. While it was only a moment, time had seemed to stop as she laid atop me and we stared into each others eyes. She'd blushed and gotten off me quickly, thanking me for catching her.

I guess I was so busy thinking about all the old memories, that I didn't realize how deep into the forest I'd gone. The thing that snaps me out of my thoughts is a sharp sting in my neck. Reaching up, I feel something embedded in my neck. Pulling it out, I realize it's a dart. As I look around for where it came from, I start feeling really dizzy and collapse.

Everything is spinning as I lay back against a tree. Out of the bushes come several goblins. One is holding a blow pipe, obviously the one who hit me with the dart. Another is holding a big wooden club, while another some sort of crude wooden shield and spear. The largest one is holding a familiar looking butcher knife. I briefly recall Oliver complaining about losing his favorite butcher knife months ago. I guess now I know what happened to it. As everything starts to go black, my last thought is wondering how I missed that smell.