SERENA’S ADVENTURES IN RUTWELL FOREST

By Kthanid

With input from SerenaKtty

Chapter 5: Cleo’s place

Martin scrambled over to the edge of the clearing with Serena close behind. In the clearing they saw Randy lying with his arms and legs splayed out. His bunnyhood hung limply between his legs. The rabbit looked like he’d been run over by the Boston Marathon...twice. The pair hurried over to the bedraggled looking rabbit, Serena looking nervously around the clearing.

“Where’s Willomeena?”, Serena asked quietly.

“Couldn’t ‘play’ any more,” Randy moaned weakly. “She went to look for another playmate.”

“I’m so sorry,” Serena said, feeling a little guilty about abandoning Randy to the wolverine.

Randy smiled weakly as he looked up at the pair.

“What?” Serena asked.

“I see you two weren’t bored,” the rabbit chuckled softly.

“Ghaaa!” Martin exclaimed as he realized that he was still naked. He bolted from the clearing, frantically searching for his pants. Serena blushed and quickly rearranged her fur.

“Are you going to be okay?” she asked.

Randy looked down at his abused bunnyhood. His limp member twitched a little.

“Yeah,” he said. “I think so.”

Serena knelt down behind Randy. She gently took his head and laid it in her lap. Randy moaned softly.

“Maybe you need some water,” Serena suggested.

“I am feeling a little dehydrated,” Randy said.

“Hmmm,” she mused, looking around. “Now how am I going to get you some water?”

Martin returned to the clearing, his pants in place.

“Martin...Is there any water we can get for Randy? He says he’s feeling a little dehydrated.”

“Yeah. There’s a stream near here. I can run over and be back in a few minutes.”

“Would you do that? You know this forest better than I do.”

“Sure, I’ll be right back,” Martin said before trotting off into the woods.

Randy chuckled softly after Martin had left.

“What are you chuckling about?” Serena asked.

“Alone at last,” Randy said with a smile. “And too tired to do anything about it.”

“Maybe Martin and I should take you home to rest up.”

“I should be okay once I get some water in me.”

“You sure?” Serena asked, a cute smile on her muzzle. “We wouldn’t want you to be too tired to go anywhere else because of li’l ol’ me.”

“A rabbit can hope, can’t he?” Randy said with a broad smile.

“Meaning...?”

Randy motioned for Serena to lean closer.

“What?” she asked as she leaned close to Randy.

Randy raised his head and placed his lips tenderly against hers. Serena’s eyes went wide with surprise as she pulled away, her cheeks flushing red. Randy smiled affectionately.

“I thought you had Joy,” Serena said.

“Well, yeah,” Randy said. “But we see other furs as well.”

“How come?”

“Well, to begin with, we’re rabbits. We’re not as bad as Willomeena, but the drives are there. And we learn...Things that keep our relationship interesting.”

“Oh really?” Serena said, her curiosity piqued. “Like what?”

“Well, recently, Joy discovered that she liked anal sex after an encounter with the skunk sisters.”

“I don’t really like anal sex much,” Serena said, wrinkling her nose. “It hurts too much and I have a very fragile body.”

“Then there’s different positions and techniques you can learn from different furs. For instance, Olivia is a gymnast and a contortionist. I actually saw her lick her own pussy once.”

“Interesting...”

“Then there’s a couple furs that are into spanking. Not my cup of tea, but interesting none the less. Then there’s Cleo. She’s always coming up with potions and elixirs to enhance love-making. Joy and I sort of look at it as practice making perfect.”

“Now that I remember...Weren’t we on our way to see Cleo?”

“Yup, I believe so.”

“Heh, our minds wandered elsewhere,” Serena said, blushing anew.

“I don’t think it was our minds that wandered,” Randy said with a wry grin.

“True,” Serena agreed as she looked around the clearing. “I wonder what’s taking Martin so long?”

“I’m sure he’ll be along shortly,” Randy said. “We’d have heard a blood-curdling scream if Willomeena had run across him.”

“Oh dear,” Serena said, her voice full of concern. “I hope she doesn’t find him, the poor thing. He’s very frightened of her.”

“He’s not a rabbit,” Randy explained. “We recharge pretty quickly, minks don’t.”

“How does that make a difference?”

“Willomeena likes her sex Q.D.O...uh...Quick, dirty, and often. She likes to do it as many times as her partner can take. Then she does it one more time.”

“Oh my...” Serena said.

Martin returned to the clearing carrying Serena’s shirt, soaked with water.

“It’s all I could think of to bring the water back in,” Martin said as he handed Serena the shirt.

“Thank you, Martin,” Serena said as she shifted Randy gently so he was sitting up against her. “Here you go hon.”

Randy squeezed and sucked the water from the shirt. After a few minutes, he was looking much recovered. He got unsteadily to his feet and repouched himself.

“Shall we go?” Randy asked.

Serena nodded and took Martin’s hand and pulled herself to her feet.

“Oops,” Martin said as he helped Serena to her feet. “Sorry.”

After she slipped on her now damp shirt, Serena took Randy’s and Martin’s arm in hers and the trio headed back to the trail.

Presently they came to a huge tree with a bright pink door set into it. Randy walked up to the door and knocked sharply, glancing about on the ground.

“What are you looking for?” Serena asked.

“Her...uh...pets,” Randy answered distractedly.

“I love pets,” Serena said.

“Oh, then you’ll love these,” Randy said with a broad smile.

“Really?” Serena said.

The door opened and a purple furred, black haired cat stood in the doorway. She wore an aqua blue toga and a golden ahnk was fastened at her throat by a black choker. Her deep green eyes sparkled brightly as she smiled pleasantly at the trio.

“Hello Randy,” she said, her voice soft, like an audible whisper and carrying just a hint of a Middle Eastern accent. “Who’s the new face.”

Serena smiled and waved.

“My name’s Serena. I’m a new resident here in Rutwell.”

“How marvelous,” Cleo said with an inviting grin. “Please come inside, won’t you?”

“Thank you,” Serena said as she walked in, holding Martin’s hand.

The interior of the tree was a cluttered collection of benches, stools, books, papers, bottles, and other assorted paraphernalia. A large fireplace dominated one wall. In the fireplace a cauldron of green liquid bubbled softly. Out of the corner of her eye, Serena thought she saw something duck behind a pile of books.

“Just a moment,” Cleo said.

She gestured quickly with her hands and whispered softly in a language Serena did not understand. Bright twinkling motes of green light suddenly filled the air around her hands and four chairs disentangled themselves from the clutter and walked over to stand in front of the fire place.

“Please,” Cleo said, gesturing to the chairs. “Have a Seat.”

“Oh,” Serena said, looking at the chairs. “Thank you.”

Martin held a chair for Serena.

“Thank you Martin,” Serena said as she sat down.

“I am so glad to meet you, Serena,” Cleo said. “Have these two been treating you well?”

“They have, actually,” Serena said. “They’ve been introducing me around. So far I’ve met Fragrance and Aroma, Fettish, Olivia, Beuford and Willomeena. Oh yes, and Nikki.”

“When did you run across Nikki?” Randy asked.

“Uhhh, shortly after I met Olivia. When we were swimming. Martin and I decided to take a break on the other side of the lake. That’s where we met her.”

Martin blushed, Randy simply flashed a knowing smile. Serena felt a rubbing at her ankle. She looked down and saw a 6” long, green penis and testicles with legs rubbing against her legs.

“AACK!” Serena exclaimed as she leapt out of her chair and into Martin’s lap. “Wh-What’s that?!!”

“Oh no,” Cleo said calmly. “Are they out again? For the life of me, I can’t figure out how they keep opening that lock.”

“What are they?” Serena repeated.

“Those are her pets,” Randy smirked.

“Familiars, actually,” Cleo corrected.

“Why do you call them that?” Serena asked.

“I made them.” Cleo explained. “They were supposed to be magical, little helpers. You know, little go-phers. Unfortunately, I had just finished making a batch of lust dust and the after affects of the fumes sorta warped my frame of mind. Instead of the little helpers I wanted...I got these little buggers.”

Serena now counted six of the little creatures of various colors running about on the floor. She held her hand down near one to let it hop up. Immediately, the little phallus creature hopped into her hand and promptly scampered up her arm. Upon reaching her shoulder, the creature dove head first into her cleavage. Serena blinked, too surprised to do much else. Planting a foot on each of her breasts, the creature began rubbing itself between them, humming happily.

“I’m afraid they are horny little buggers,” Cleo said as she snatched one off her leg.

Serena recovered herself and grabbed the creature on her chest, holding it up to look at it.

“They are kinda cute,” Serena said, watching the little beast stretching in a vain attempt to return to her breasts.

She poked the tip of the creature, causing it to moan and shiver. A small drop of lubricant leaked out of the slit on the tip of it’s ‘head’.

“Careful,” Cleo warned. “They work.”

Serena blinked, looking at Cleo in disbelief.

Randy pulled one off his leg and handed it to Cleo, who took it over to a small cage and popped it in with the one she had caught. The one in Serena’s hand continued to wriggle mightily in it’s efforts to get free and return to Serena’s chest. She held it out to Cleo.

“This one’s getting a little feisty,” she said.

“Not feisty,” Cleo corrected as she popped it into the cage with the others. “Just really horny.”

Serena felt a tugging at her hair and looked down to find two more of the creatures helping each other to climb her hair. She quickly reached down and snatched them off her. The little Phalli wiggled in protest as she got up and took them over to Cleo.

“I found two more,” she said.

“I am so sorry,” Cleo apologized as she took the creatures and popped them into the cage. “I keep locking this cage and somehow they just keep managing to get out.”

“Well, if you want something bad enough, I guess,” Serena offered.

Serena spotted another of Cleo’s familiars ducking behind some pouches on an over head shelf. She went to the shelf and moved the pouch, revealing the little phallus.

“C’mere, you,” she said as she reached for the little beast.

The creature tried to run, but Serena grabbed it’s leg. The creature wiggled and kicked, trying to get loose and knocked one of the pouches from the shelf. Cleo leapt over to Serena and caught the falling pouch. A small cloud of sparkling purple dust puffed out of the pouch and into Cleo’s face. She coughed and sneezed as the cloud dissipated.

“You okay, Cleo?” Serena asked, trying to hang on to the wiggling familiar.

Cleo only blinked and stared blankly into Serena’s eyes. After a moment, her gaze became intense and very seductive. She purred softly and licked her lips. Serena felt suddenly apprehensive.

“Uhhh...Here’s your familiar,” she said, holding the struggling creature out to Cleo.

Cleo took the familiar and kissed it gently before placing it in the cage. She turned back to Serena, a lustfully seductive look on her face and took a step toward her.

“Is she okay?” Martin asked.

“Ummm...Maybe we should come back later,” Serena suggested, taking a step back from Cleo.

“Oh, Fur,” Randy said. “Did she breathe that purple stuff?”

“I think so,” Serena said, retreating another step as Cleo, purring and lashing her tail, advanced. “What was it?”

“If it’s what I think it was,” Randy said. That would have been her Lust Dust. I saw William get hit with a facefull of that stuff once. It makes you fixate on the first person you make eye contact with until you cum!”

Cleo laid a gentle hand on Serena’s shoulder. Randy and Martin leapt to Serena’s side.

Cleo leaned forward, her lips puckered to kiss Serena. Serena ducked quickly behind Randy.

“Cleo, Are you okay?” Randy asked the aroused feline.

“MmmmHmmm,” Cleo purred as she tried to get around Randy.

“We may have a problem, here,” Randy said.

“What do you mean?” Serena asked.

“What do we do?” Martin asked.

“Could we just leave?” Serena asked hopefully.

“She’d just follow you,” Randy explained. I, uh...Take it you don’t play with girls?”

“Never tried it before,” Serena said, a cold shiver running through her at the thought.

“Well...” Randy said thoughtfully as he and Martin continued to hold the now giggling feline at bay. “Or Martin and I could try to work the stuff out of her system. You could just stand by, pose and look pretty for her.”

“Pose and look pretty?” Serena asked. “How?”

“Martin, hold Cleo a minute,” Randy said handing Cleo over to the startled mink. Then, turning to Serena, ”Well, take off your shirt and look seductive...Not that you don’t look great now, but if I remember right, She has to be looking at you when she cums to break the spell. At least that’s how I think it works.”

“Ummm, okay” Serena said, still unsure about the plan.

She pulled off her shirt and struck a sexy pose.

“Like this?”

“Oh yeah,” Randy said, smiling appreciatively.

He stood there taking in the sight of Serena’s body thus displayed until he suddenly remembered what he was doing. He reluctantly turned away from Serena to find Martin holding Cleo at arms length, his eye’s tightly shut to avoid looking at her exposed breasts where her Toga had slipped free.

“Okay, Martin,” Randy instructed. “Now kiss her and play with her breasts.

Martin’s eyes shot open in shock at the suggestion. Randy moved over and took one of Martin’s hands and placed it over Cleo’s breast. The mink’s instincts took over and in spite of himself, he began squeezing Cleo’s breast. Randy moved around beside her and reached around to rub her belly. Cleo gave out a purring sigh and looked Serena over, taking in every lovely inch of her body. Randy shifted a hand downward, rubbing Cleo’s mound through her toga. Cleo’s purring increased in volume.

In spite of herself, Serena was becoming aroused watching Martin and Randy fondle the feline sorceress. She placed her hands over her own breasts, slowly rubbing her thumbs over her nipples, purring softly.

“Martin,” Randy whispered. “Kiss her neck.”

Martin threw Serena an apprehensive look, perspiring nervously. Serena winked at him and began rubbing her hands over her breasts. Thus encouraged, Martin complied with Randy’s instructions, placing soft, tender kisses along Cleo’s neck and shoulders while circling Cleo’s nipple with his thumb, causing it to grow erect and hard. Meanwhile, Randy, gazing lustfully at Serena’s display, hiked up Cleo’s toga and ran a finger over her furry slit. Cleo moaned softly, but her eyes never left Serena. Serena smiled, beginning to enjoy the attention and threw her head back and thrust out her chest, making her breasts bounce forward. Randy’s lustful grin broadened.

Martin reached down behind Cleo and rubbed at the base of her tail. Cleo moaned and writhed as her arousal increased. Randy looked back to where Martin had moved his hand.

“What the heck did you do?” he asked.

“I-I just rubbed her th-there,” Martin answered.

“I’m going to have to remember that,” Randy said before looking back to enjoy Serena’s show and rubbing his finger over Cleo’s clitoris.

Serena parted her legs slightly as she caressed her stomach, dropping her fingers lower and lower, at last rubbing over her furry mound, teasingly exposing her hidden treasures. Cleo reached out to Serena, but was held back by the boys. Martin, though still holding onto Cleo, could only stare at Serena. Randy’s bunnyhood poked out from his pouch as he rubbed gently between Cleo’s folds, his attention focused on Serena’s exposed charms. Thoroughly enjoying herself, Serena brought her fingers back up to her mouth and sucked at them a moment before tracing them back down her body.

Randy, his eye’s glued to Serena’s show, his bunnyhood swelling out of his pouch, pressed a finger up into Cleo’s wet, hot cunny. Cleo moaned and spread her legs, humping at Randy’s finger and softly moaning Serena’s name. Serena continued to rub her pussy, moaning softly herself. She glanced at martin, who seemed to have lost it completely. He knelt next to Cleo, his attention on Serena, his arms hanging limply at his sides, a silly grin on his face, and his pants tented outward. Serena smiled and purred seductively.

Randy pumped his finger into Cleo’s love tunnel, matching, perhaps unconsciously, Serena’s pace as she rubbed her own mons. Cleo purred and moaned as her pleasure built upon itself. Randy slipped a second finger into Cleo’s cunny and began to stroke in and out of her faster. Serena played with her own nipples. Cleo moaned and writhed, but her gaze never left Serena. A moment later, her orgasm washed over her. She shuddered uncontrollably as her juices flowed over Randy’s hand and down her legs, calling out Serena’s name.

Serena quickly sat down cross legged as Cleo collapsed to her knees and into Martin’s arms. The startled mink held Cleo as she panted an moaned softly while her orgasm subsided. Randy stood smiling and licking her juices from his fingers. Recovering at length, Cleo looked around.

“Wh-what happened?”

“Something about lust dust,” Serena said, not bothering to cover up her nudity.

Martin helped Cleo to her feet, then turned around to hide the bulge in his pants. Cleo took a moment to steady herself, then noticed Serena’s state of undress and arousal as well as Randy’s.

“Oh my! D-did I do anything,” she began, then looked down at her own state of undress and her wet thighs and nether regions. “Ummm...Did I do anything...embarrassing?”

“It’s all right,” Serena said, smiling calmly. “I’m just trying to think if I did anything did anything embarrassing.”

“I’m so sorry, Serena,” Cleo apologized. “I wasn’t in control of myself.”

“I know,” Serena said in an understanding tone. “Don’t worry, you didn’t touch me, the boys wouldn’t let you,” then with a glance at Randy,”...At least not until they got a piece of me first.”

“I wish,” Randy said, still sporting a throbbing erection.

Martin just hung his head, trying to will his own erection down. Serena gave Randy a sweet, come hither smile, then got up, put on her shirt and went over to Martin.

“You poor thing,” she said sympathetically as she took his arm. “Shall we go out and give you some fresh air?”

A frustrated frown on his face, Randy walked up to Serena and took her head in his hands and kissed her full on the mouth. He backed up a step and smiled warmly at her.

“Thanks for helping out,” he said.

Serena blinked in surprise and blushed. Martin merely looked back and forth between the two, completely clueless.

“Y’know,” Randy said. “I could use a little, uh, fresh air, myself.”

Cleo smiled and shook her head chuckling softly.

“Same old Randy,” Cleo said, as she readjusted her toga.

“What?” Serena giggled. “He doesn’t want Martin and Me to be alone?”

“Not exactly,” Randy said, smiling sweetly. “I just want to...Come with.”

Martin again looked between Serena and Cleo, a puzzled look on his face.

“Wh-who should we visit next?” he asked when no explanation seemed forthcoming.

“How about this William?” Serena suggested.

“Okay,” Martin said. “Sure.”

“Thanks for the interesting visit, Cleo,” Randy said as he repouched himself with some difficulty.

“Drop by anytime,” Cleo said. “I’ll try to have “the boys” put away next time.”

“Nice meeting you, Cleo,” Serena said.

“You too, Serena” Cleo returned as the trio left her home and headed down the trail.

To Be Continued