Mami's done a big favor for Homura; maybe it's time to return it.

Well, on the one hand, Homura could just hang out with Madoka and her friends, tagging along like that stray cat, Amy. At the same time, though, the pink haired girl represented a twisted little ball of emotions that Homura wasn't sure she would be able to unravel, especially after their last little encounter. Still, it might turn out that this problem would also be solvable by wanton sex.

On the other hand, she could visit Mami and see how (and who) she was doing. She'd also get the chance to repay her for getting her a connection with the local magical girls.

Homura didn't have three hands, but she could also attempt to call Kyubey over. While she hadn't made herself seen, Homura was certain that the Incubator was hanging out somewhere nearby, quietly observing. Maybe she'd be able to process the despair directly? Probably not, but it was worth a shot or two.

Homura's magic fourth hand (okay, this one was mostly her dick) pointed her towards the designated orgy spots. There were a lot worse ways to spend a lunch break than surrounded by horny hermaphrodites, and it'd leave her satisfied for the rest of the day. Okay, probably just the rest of the school day. Maybe. It still felt a little awkward, though...

In the end, she decided to go see Mami. Madoka's face was both relieved and apprehensive as she left the room, but Sayaka got her attention with some insinuating comment. Sayaka's teasing allowed her to slip out without feeling like she'd trampled on Madoka's heart too too badly.

Homura made her way down to the sex pen, getting directions from a helpful janitor. The muffled sounds of flesh meeting flesh grew as she walked, which meant that she was probably going in the right direction. (Presumably, the sound of those orgies Sayaka mentioned wouldn't be muffled at all.) Sliding the door open, she was greeted with a long wall, a bench running along the side. Dozens of girls lined the wall, hands against the wall and rears protruding outwards. Each of them was wearing one of those wooden "Please use me!" signs, and some of them had gone further and put on collars, leashes, handcuffs, and so forth. (How was this a punishment, again?) Around a half of them were currently "in use", moaning as their holes were filled with huge cocks. Those who weren't preoccupied looked at Homura eagerly, shaking their asses and tits, catcalling, panting, and generally trying to entice her into fucking them. While she was quite tempted, she wanted to see Mami before indulging her nymphomania, so she walked along looking for the older magical girl.

She found her on the other side of the wall, in between a trussed up girl with short black hair and … their gym teacher, Kagamiya-sensei. It seemed this particular policy affected everyone in the school, regardless of status. The older woman was finding herself very popular at the moment, no less than five dicks currently being thrusted on or into the woman's body. For her own part, Mami was giving some white-haired girl a fairly subdued titjob, both of them watching the proceedings intently.

"Uh, hello, Mami-san."

The girl nodded, still focused on the gangbang going on. "Hey. How are you-" She was interrupted by the other futanari letting off a load into her massive boobs, Mami catching the longer-ranged strands in her mouth.

Homura answered her question anyways. "I'm doing alright, thank you. Just horny." Societal niceties completed, she lapsed back into silence and waited for Mami to finish swallowing up all that she cared to.

The white-haired girl sighed happily, sliding her penis out of Mami's cleavage. "Hey, this your friend?" Mami nodded, licking her fingers clean. "Alright. Hey, she's all yours." She nodded in Homura's general direction then headed off towards the ongoing gangbang, clearly intent on adding to its numbers. The two magical girls watched as Kagamiya-sensei was positively covered in cum, the girls surrounding her barely missing a beat in their rhythmic thrusting even through their orgasms. White haired girl joined the throng of girls around their teacher, pressing her cock against Kagamiya-sensei's body.

"Ummm, why are so many people just fucking the teacher?" Homura looked at the black haired girl to Mami's left, who was tied down with rope and gagged. She looked up from her position on the ground with pleading eyes, silently begging for release. She was also leaking precum, milk, and pussy juice liberally, her fidgeting simply rubbing the rope against her sensitive body. "There are a lot of open people, aren't there?"

"Well, teachers are pretty rarely late, and students like getting "****" on them. Oh, do you feel bad for Asahina-san here? She's enjoying it, actually. Even asked me to tie her up nice and good." The aforementioned girl nodded in confirmation. "Probably has a submissive streak a mile long. I bet she wants you to grab onto the ropes, yank her around, break her like the little bitch she is. She doesn't even deserve to be used as your cocksleeve; that's just too good for her. In fact, you should punish her, deny the slut the one thing that she craves most." She said those with her customary smile, making it clear that she was simply humoring the girl, but Homura was still impressed by the amount of sadism she was able to conjure. Probably she had watched someone else do it, or else had some practice being the dominant figure. It seemed Asahina was impressed as well, as she was practically making a puddle on the ground at Mami's words. Or maybe the chafing of the ropes had more to do with that.

"Wait, so should I have sex with her?"

"Hey, hey, hey. We're supposed to be the ones being used here, you know? You have to take charge, master." Homura's blank stare adequately conveyed how she felt about this kind of situation, even if her cock approved of it. "... But, if you were to ask Tomoe Mami about it, rather than some dirty whore fit only as a fuck toy, I bet she'd tell you to hold off and let her savor it." Maybe Mami was just really getting into it?

"Well, okay, I guess." Homura couldn't tell if the masochist would enjoy it or not, but she turned back to Mami anyways, stripping fluidly and tossing her clothing to the side.

"Don't you worry about her, someone will come around eventually. The period's just started." Mami stage whispered, although since Asahina was basically right next to her, she probably would have heard her no matter how she said.

Homura moved her throbbing penis up to Mami's spread vagina, preparing to plow Mami's … fields? (Homura's vocabulary of sex terms was pretty seriously lacking. Or perhaps she just didn't get this metaphor.) She paused in front of the wet hole, as the tangent had brought up a concern a little more pressing than her lack of ability to describe sex scenes.

"Oh, are you going to make me beg for it? Er, I mean, w-w-w-why have y-you stopped, master? W-what are you going to do..."

"What? No. I just wanted to know if you've taken the pill."

"Oh, of course. I can't afford to get pregnant every three months, you know. My- I'm rich, but not that rich." A somewhat dark look came over her face as she corrected herself, but quickly vanished. Hopefully, it was a sign that she was getting over her parent's deaths, but more likely it was just her reaction to Homura ramming nearly thirteen inches of dick into her pussy.

Even in her surprised state, the older magical girl was still loose and wet, allowing for the penis to hilt all the way with barely anything in the way of resistance. Mami quickly adapted to the situation at hand, tightening around Homura almost immediately. She skillfully guided Homura's member into her, angling herself such that even her wildest thrusts hit home. Trusting that Mami would be able to handle herself (and fairly sure she'd enjoy even the roughest treatment), she started moving more vigorously, pushing as deep as she possibly could with every pump. She reached around, grabbing onto Mami's mammaries and squeezing them forcefully, enjoying Mami's little gasps of delight as she was groped. Homura grabbed her large nipples between her index finger and thumb, kneading them like clay and coaxing out spurts of hot fluid. She sped up again, stirring up those warm insides as much as she could, driving into her walls to hit Mami's g-spot, pushing all the way to hit her cervix. Homura leaned down, squishing her breasts into Mami's back, allowing her to put all of her energy into fucking. The blonde was moving her hips in time with Homura's, moving out and brushing her cock against the wall when Homura backed off, then slamming back home when Homura drove forwards.

"Ahh! Punish me! Fill me deep!" Mami cried, only somewhat intelligible.

"How is - fucking you - a punishment? Don't you - want this?" Homura grunted out, punctuating her words by bucking her hips. She thought that it would be a reward, given their constant sex drives.

"That's the spirit! You need to - ahh! Treat me like trash." Somehow, Homura didn't think that Mami wanted to be thrown into a bin, but most of her brainpower was being taken up by the signals her cock was sending.

Deciding that thinking and fucking at the same time was way too much effort, Homura focused entirely on the process of reaming Mami. She delved further into those warm wet depths, rhythmically thrusting in and out, in and out. Her orgasm was coming quickly; the familiar tightness in her loins rising again. Despite its perpetual state of erection, it felt like Homura's penis was actually getting even harder, parting Mami's folds with ease. By this point, Homura was thrusting with so much **** that her balls were slapping against Mami's legs, propelling her further, and the somewhat odd stimulation would soon trigger her orgasm. Mami was trembling around her, her panting short and loud. Her pussy had clamped down all the way around Homura and was pulsating, trying to coax all that semen out of her. With a loud cry and a final deep thrust, she obliged, sending wave after wave of cum into Mami's snatch. The throbbing of her dick and the subsequent rush of warm sperm made Mami cum as well, the blonde joining in the veritable chorus of moaning. Homura pulled her penis out with a wet pop, letting some sperm escape and hit the floor.

Mami leaned up against the wall for support, still panting. After a second to catch her breath, she propped herself up again, a trail of cum following her body before falling to the ground. It seemed that her frantic thrusts against the wall had actually made her cum. "Ahh, that was great. Thanks for indulging me, Homura-chan!" she said.

"Yeah, no problem." Were they actually done, though? The heady scent of cum, the long line of sex, and the cacophony of grunts and moans had set off Homura's libido in a major way, and she had to imagine Mami was the same way.

Mami continued on, acknowledging Homura's reply with a little nod. "But, you know, you can leave little old me behind, you know? Might as well look around, check out the goods. Oh, not my goods, but everyone's. Someone else will come around and feed me lunch."

Homura looked at the girl, then shrugged. Hey, if she was willing to turn down sex on her behalf, then there was no reason to refuse her kindness.

She decided that there was an obvious starting point, and moved over towards Asahina-san, who had been watching the whole thing still encased in her bondage getup. Her eyes widened in realization as Homura stood in front of her, taking in the sights. However, despite her overwhelming horniness and ingrained sexual expertise, she still had no idea how to really get started other than the basic "insert tab a into slot b". Asahina watched as she stood there, deliberating on how to best proceed.

Mami noticed her struggling to figure out what to do, and decided to pipe in. "You wanted to give her a teaser before getting the real deal, I see. Just remember, it doesn't matter what she wants, as long as you enjoy it, okay?"

Homura ran her eyes over the ropes covering the girl again. Her dripping pussy really needed some big hard thing to be rammed into it, but Asahina's dick was tied down pretty thoroughly - Mami really knew her way with knots.

Well, she was supposed to be able to do anything to her, right? Homura started undoing the knots, unraveling the intricate cage that kept Asahina in place. She tried to get something out, but she was still muzzled, so Homura only heard her "mmmph!"ing in protest. She finished untying her, leaving the rope in a coil at her feet, and took off the gag too for good measure.

"What? Why the hell'd you do that?!" the newly freed girl asked, incredulous.

"I'm going to ride you now." Homura stated matter-of-factly. Asahina just stared up at her, incredulous. She reached down for her uniform, ruffling around until she found one of those pills, then tossed it down easily. Preparation complete, she lowered herself onto the girl's cock, which slide in easily due to all the precum slathered on the shaft already. The magical girl let out a moan as she impaled herself fully, savoring the sensation of being filled deep inside. Looking down at her still-shocked face, Homura slowly, slowly rose up along the shaft, letting Asahina's cock head rub against all of the bundles of nerves, then just as slowly fell back down to her starting position. Just that was enough to set her off, penis twitching uncontrollably as she shot a potent load inside of Homura.

That wasn't enough to make her cum, though, so Homura continued her maddeningly slow movements, taking her time as much as possible. Mami gasped audibly as she watched. "Homura-san… is this advanced denial play? Untying the sub and then taking instead of giving… I think I need to try this." Ignoring Mami's speculation, Homura clamped down at the base, generating some friction for the next repetition. While toying with Asahina's expectations was nice, she still really, really wanted some nice hard fucking. Homura therefore gradually picked up speed, going from her super slow start to a fairly decent clip, breasts bouncing merrily with the movement. Every time she met Asahina's groin with her movement, she **** a little of the cum out in a spurt, making room for the next orgasm.

Homura kept at it, milking the girl for all she was worth. It was a little awkward, since the futanari she was riding wasn't doing much of anything but moaning, but it gave her a perfect opportunity to focus solely on getting herself off. She squeezed her insides around the dick within her, which made her almost able to feel every contour and vein of the huge thing. Once again on the brink of orgasm, she reached that moment of absolute clarity, in which she felt she'd be able to find … something. Instead of a revelation sent from Heaven, though, all she got was a mind-shattering wave of pleasure, courtesy of Asahina finally, finally thrusting into Homura as they came in unison, crying out along with all of the other currently orgasming girls in the room.

She got off of Asahina, a pleasant flush on Homura's face. For her part, the other hermaphrodite just looked at her weirdly, even through the post-coital haze. "Wow, you're wierd… Hey, Tomoe-san, can you tie me up again?" The onlooking Mami stepped up to do so, grabbing the discarded rope and looking to show off her handicraft once again. Homura just stretched her arms, bringing circulation back to them. She left the pair of rope fetishists behind her, searching around for another interesting prospect.