In a world deep underground, factions fight for dominance over caves and dungeons.
Their struggle is old as dying for your faction does not mean the end.
However, it could mean that one might switch sides. In more way than one ...

*****

“Listen up you tier one rookies!”

The loud shout made Cole look up. It was Captain Braga who had walked into the barracks Cole shared with a few other soldiers.

“We have a mission. So gather your stuff.”

“Another patrol?” whined Otis.

“Scouting mission,” came the clipped answer of Captain Braga. “Rumor is that a new faction settled close to our border. If true, we will be exploring enemy territory. And what does that mean soldiers?”

Everyone, but Cole remained quiet.

“Rule number one is to die in our territory or on neutral ground. Not on enemies soil.”

The other soldiers whispered things like “brown-noser” and less favorable things. It also got Captain Braga’s attention.

“Correct. I don’t recognize you. Who are you?”

“My name is Cole, sir. I was captured a few turns ago in the Esantos territory and killed here. I was reborn as a tier one soldier and just transferred to you.”

Braga looked him up and down.

“Not much to look at. Born with any special traits soldier?”

Cole swallowed. He hated the next part. But duty compelled to answer anyway.

“Raised stamina and a high sense of duty.”

“High sense of duty,” Braga repeated before giving a bellowing laugh.

“Now that explains a lot. Good for me, but sucks to be you I guess.”

“What’s so bad about high duty?” wanted another Soldier know. Cole thought that one's name was Hooke.

“Come on. Answer him,” captain Braga prompted Cole.

Cole sighed. Again duty compelled him to answer.

“A few hundred turns back I was on a scouting mission just like one we are about to undergo. There had been a narrow corridor and our foreman, that is the unit name our tier two had, suspected a trap. He asked for a volunteer to check it out. And because I have a high sense of duty I did volunteer. No one else did. About fifty meters in I found the trap and about twenty poisonous darts sticking inside my body. Was dead before hitting the ground.”

“Damn,” another soldier commented. “In other words, if the Captain needs someone for a dangerous job you volunteer? I guess you died a few times thanks to that. How often did you switch factions like that?”

Cole shrugged. “I lost count,” he admitted.

“Enough chatting,” captain Braga interrupted. “Pack your things. We move out before half turn.”

They all nodded and got to work. Scouting missions were risky and they all had a bad feeling about it. Most of all Cole.

*****

Cole was the first one to notice, as duty compelled him to be at the front of the group. There was a slight change in their surroundings aura. They just entered enemy territory. He was sure of it.

Captain Braga must have felt it too.

“Men. Keep your eyes peeled. Watch out for traps or signs of an ambush.”

“Only a two-turn march from our territory. The new faction must have a death wish,” Otis murmured.

“More than that,” Hooke whispered back. “They appear to be right between us and three other factions.”

“Maybe they think the labyrinth of caverns will keep them hidden from us,” Otis mused.

“Sir!” was the simple word from Cole that cut through the chatter and alerted Captain Braga.

Cole pointed forward and now the others saw it too. A few meters ahead, the smooth curved wall of the cavern gave way to a manmade wall. There even was a doorway and the slight shine of a light source. Partially hidden behind a rough fabric.

With a nod, they continued forward. It was Cole who pushed the fabric aside and was the first in. After all his mind told him it was his duty. It appeared to be a small guard post utterly deserted till Cole rounded the last corner.

“Stop and don’t move,” Cole shouted.

There was a woman who froze mid-movement. She was half exposed on a bed and clearly flustered. It was obvious they had disturbed her in a very private moment.

The rest of the men arrived and swarmed out in the room. However, their search of the room was clearly lacking focus as they ogled the half-naked woman. She was a beauty too. That was plain to see.

“What do we have here?” Captain Braga asked with a lewd grin on his face.

“A woman whose prayers have been heard. My name is Lercha and you arrived just at the right time.”

“And why is that?” Captain Braga wanted to know.

“Well, for many turns I am now alone here. The rest of the guards pulled back. No one to keep me company. And I am in desperate need of company.”

On that note, she spread her legs and revealed her glistening wet honeypot for all the men to see.

“Why don’t you help me out? I mean your objective is probably to kidnap me, right? So I can be killed in your territory and become a loyal tier one unit there. Maybe some peasant or farmer. Then it will be too late for us to have some fun. Come on. I know you want it too.”

Cole was well aware that her suggestive talking made him hard in his pants. He guessed the others were feeling it too.

“As tempting as it is your offer might be a trap,” Captain Braga mused.

Lercha pouted and the rest of the men looked ready for mutiny.

“Cole!” Captain Braga turned around to him. “Looks today your high sense of duty is finally paying off for you. Go ahead and check her for traps.”

“With your dick,” Ortis unnecessarily added.

Swallowing Cole put his sword away and loosened his pants. It had been some time since he last had the pleasure of staying with a woman. Honestly, he would have preferred privacy, but seeing the lecherous faces of his companions, that was highly unlikely.

Nonetheless, he dropped his pants and stepped closer to Lercha who beckoned him closer. It was his duty after all, right?

Lercha pulled him close and didn’t waste time on foreplay. In a moment she pushed him on the bed and herself on his dick. Her moans echoed through the room as she bounced on his pecker with a surprising intensity. It didn’t take long till Cole came, but Lercha wasn’t satisfied yet. With a few strokes of her hand, she had him hard again. Round two lasted slightly longer but was also soon done.

With a tired, but silly smile Cole got up. Stumbling he walked over to a crate and let himself fall down on it.

“You alright Cole?” asked the Captain.

“Damn. Sure. That woman knows how to milk a man dry,” Cole admitted tired but happy.

“And I am still not satisfied,” Lercha added with a grin. “Who’s next to pound me?”

Cole didn’t get the rest as he slowly drifted off to sleep.

*****

Cole woke up but didn’t felt the least bit refreshed. His body felt heavy and he had trouble opening his eyes. Around him, he saw his companions equally exhausted lying around. The sound of moaning caught his attention. Turning around he saw Lercha riding on top of Hooke, who wasn’t even conscious anymore.

This was all wrong with Cole. How can he and the others be this exhausted, but Lercha was still fine? With difficulty, he propped himself up and pushed himself to his feet. As he found his sword the clattering of him picking it up alerted Lercha.

“My, oh my. I am impressed. Someone who still can stand. Care to tell me how?”

Cole knew he was in trouble. Weakened as he was there was no way he could beat her. But maybe he could escape. Bring the gathered intel to his faction. His duty told him to do it even if it meant abandoning his companions. But for that, he needed to buy time to regain strength.

“A trait. Higher Stamina,” he managed to press out. “How?”

“How what?” mocked him Lercha.

“My companions. This fatigue.”

“Oh that. I am a tier one unit of my faction. And the unit’s name is ‘the Fatale’. My job is to lure people in and then have sex. All my body fluids are poisonous. To drain away your stamina.”

Slowly Cole inched away. All this was valuable intel. Maybe he could coax a few more information out of her while playing for time.

“How soon will the poison kill them?”

Lercha snickered.

“Oh it won’t, but you will soon learn the truth. I have decided. You are going to join my faction.”

Leisurely she walked over to a spear and picked it up. At once Cole knew he was at a disadvantage. His sword was shorter and he could barely stand with exhaustion.

She came close and lunged at him. Cole barely managed to parry the spear. The second strike he couldn’t and a burning pain ate itself into his chest. He knew that feeling. It was an old companion of Cole. It was the feeling of dying. It was absurd. Once again he, a person with high sense of duty, failed to do his duty. With a lopsided grin, he died.

*****

When Cole came to himself he was floating in deep dark water. Or so he thought. His arms and legs bumped into a smooth wall all around him. It was blocking him in every direction and panic overcame him. He did the only thing his mind came up with. Desperately he punched at the wall and to his surprise, it cracked.

Fine lines of light broke the darkness and became blindingly intense as he punched again and again to widen the breach. Then a hand found him. Reached through the crack and pulled him through the hole he had made.

With a wet plop he landed on a soft floor and chunks of the thin wall floated past him as his prison lost his its fluid.

“Welcome to the ‘Women of Serenity’ faction,” a soft voice told him. It belonged to the woman that pulled him close and into a hug.

Now he saw his prison and had to laugh. It was surprisingly high and melodic.

“A giant egg? That is the craziest respawn I ever had,” he admitted in an equally high and melodic voice.

Confused he got up a hand to touch his throat and noticed how slender his hand and arms were. He lowered his eyes and saw a confusing sight.

“I am a woman?” he asked in disbelief.

“Shh. Everything is alright. This is normal. Do not worry. Every unit of your new faction is female. So are you now.”

Cole tried to stand up and managed so with the help of the woman. She was beautiful and rivaled Lercha in that regard.

“Come. Sit down over here. My name is Verea. I am the same tier one unit as you are and I will be your teacher and guide for now.”

“My unit type?” Cole asked with still some confusion on his mind.

“Mine and your unit type are called ‘the Fatale’. It is our standard border guard unit type, but also used for worker and peasant jobs,” Verea explained.

“Fatale,” repeated a stunned Cole. “The same class as Lercha.”

“Oh. Lercha was your downfall? That makes me proud. She was my previous student,” Verea admitted.

Cole nodded absentmindedly.

“So. How should I call you?” Verea asked.

“My name is Cole.”

“Cole? Not a very feminine name. You might want to come up with another name. You are a woman now after all. Is this your first unit change?”

That made Cole laugh hard and abruptly.
“No. I had many of those. My first that made me another gender though.”

Just then the sound of a large horn could be heard echoing through the halls.

“That must be our capture team returning. They are a still a little out, but they will be here soon. Can you stand on your own?”

Cole tried and found he could.

“Good. Here. Take these clothes and I’ll give you a small tour.”

Cole, used to heavy work outfits or armor, caught the flimsy excuse of clothing. It was of some lacy and soft material. After turning it around a few times in his hand he recognized what it was. A dress. He slipped it over his head and pushed it down over his new shapely figure. It smoothly glided over his soft new breasts, toned small waist, and generous hips. Abruptly stopping just past his butt cheeks.

“I think this dress is to small,” he commented dryly.

“Nope. Looks perfect,” Verea remarked.

Looking down Cole noticed that the dress left nothing open to the imagination. It clung tightly to his body and was more than half see through.

After gifting him some sandals with a slight heel, she took his hand and led him out. The architecture around him was curious. The walls were all red in shades from dark maroon red to light slightly yellowish pink. Contrasting to the hard walls he saw many carpets on walls and floors depicting scenes.

Cole was curious but was dragged by Verea along before he could see details. It was strange to walk hand in hand with a woman. Yet it felt oddly familiar and relaxing.

Soon they arrived in a big cavern and he saw many terraces overlooking a central place. One of those was their destination. It reminded Cole of a tavern with most of the sides open and exposed.

Verea led him to table near the railing but stopped him from sitting down.

“First we order.”

Cole was confused but complied. It didn’t take long for a wench to appear.

“What shall it be?” the girl asked without much fanfare.

“I’ll take one ‘orc’ and for my new friend here. Well, she just respawned after joining our faction. Any recommendations for a newcomer?” Verea asked.

“Oh yes. I would recommend a ‘young hunting wyvern’.”

“Sounds good,” Verea agreed.

Cole was utterly confused. What strange names for drinks. Now that they had ordered he tried sitting down but again was stopped by Verea.

A minute later the wench returned and Cole was shocked seeing the contents of her plate. There she balanced two lifelike artificial dicks. They didn’t look human in the least and Cole knew he should be grossed out by them. Instead, his eyes were riveted on them as the wench walked past them. She kneeled down and grabbed one of the dildoes. It was pushed onto the chair and into a hole, Cole hadn’t noticed before. Standing proudly upward in the middle of the chair. The second dildo was mounted a moment later on the other chair.

“Now we can take a seat,” Verea whispered into his ear.

Totally baffled he watched her position herself over one of those dicks and slowly pushing downward. As her cheeks hit the seat she had made the whole dick disappear in herself.

His eyes were involuntarily drawn the other chair. There proudly erect was the other dildo. A little thinner, but slightly curved and heavily veined. He didn’t know what it was, but the phallus drew his attention and made him very horny. The rolling of a drop down his leg broke the spell for a moment. He had forgotten about his new anatomy ‘downstairs’. Now an arching need pulsed down there and a strange wetness begged for attention.

Once again he glanced to the chair and the dildo on it. He couldn’t do it, right? After all, he had never a thing for dicks before. But it looked so inviting. Slowly he walked over to the chair and positioned himself just right. As he lowered himself he yelped in surprise as the tip touched his folds, even though he knew it was coming. Slowly he wiggled his hips as he pushed downward and subconsciously followed the curvature of the phallus. Closing his eyes, he savored the feeling of every ridge and vein gliding along his inner sanctum.

Suddenly he hit the seat and loud clapping made his eyes snap open in shock.

“What cute little moans and what a show. Are you sure this is the first time being a woman?” Verea teased him.

Perplexed he looked down and saw the whole dildo swallowed by his greedy flesh. Filling him up so deliciously good. More concerning was that to him that he had lost all control once he saw the phalluses. Only now he could think mostly clear again. But despite his embarrassment, he dreaded the moment he had to stand up again. There was something intoxicating to be filled up. To be held in place by a rod that didn’t even care how much Cole wiggled or moaned.

“That was pretty good, right?” Verea asked him and Cole could only blush and nod.

“Well, there is something even better.”

Before Cole could ask she pointed down to the central courtyard. There a bunch of people had gathered and after a moment he noticed some familiar faces.

“That’s my troop!” he exclaimed.

In the middle of a few women, his fellow companions were lead around naked and in chains. Without clothes, his eyes were drawn to their manliness between their legs.

“Not anymore. Now they are prisoners. Soon to be working in our fields. You see our faction is small and workers need upkeep too. Same for prisoners, but the upkeep for those is paid by their faction. So it only makes sense to use them, right?”

Cole needed a moment to understand it all. His mind was a little distracted by the view below. Finally, he asked the question he meant to ask since sawing the wench with the dildoes on her tablet.

“Why do I … I feel strange when I see their …”

“Dicks?” Verea helped him out. “That is pretty normal for ‘the Fatale’ units. Especially the ones that just switched to the unit type. Just go with it.”

Cole nodded. He was pretty much already going with it. How else could he explain to someone that he willingly and eagerly had impaled himself on the replica of some beasts dick?

“Those guards are lucky. They probably can ride them tonight,” he whispered longingly.

“You would think so, but keep on looking.”

With that Cole had no problem. He was mesmerized by the swaying man-meat down below. It just would be better if they would be hard and ready. However, soon his view got blocked as guards milled around the prisoners.

“What are they doing? I mean. Do they dress them up? Are those … Female armor?”

Verea giggled.

“Fake armor and fake weapons. Remember. They will be working the fields. Exposed to enemies who want to either rescue them or think of them as workers. Which they want to kidnap. From afar they will look like a large troop of our warriors.”

Cole nodded and watched on in disbelief. The prisoners, his former companions, didn’t like it one bit. But some sticks with lightning on their tips quickly pacified them. Those looked painful and Cole was glad he sat up here, on his amazing phallus.

Soon all prisoners looked like caricatures of women in armor. Though he had to admit that from afar they might fool some enemies.

The guards took positions behind the prisoners and Cole was glad for it. Their crouch was the only part of their bodies exposed besides their faces. Then a single woman dressed in silks entered the courtyard.

“A flesh shaper,” commented Verea. “They are tier three.”

Cole nodded and watched on. The flesh shaper stepped forward to the first prisoner and took his dick in her hand. How much Cole wished to be her in that moment. Then he shrieked in anguish and dismay.

“She is shrinking them! Their dicks! How horrible.”

“Calm down. It is necessary. Half of our own workers are ‘Fatale’ units. They would be too distracted to work themselves. Now, even if they ground against their micro-penises, a ‘Fatale’ would get no satisfaction. But don’t worry. There is a way.”

“A way to feel a real dick?” Cole eagerly asked. He didn’t even knew when he abandoned all former modesty or sense of right and wrong. All he cared about was to feel a real warm pulsating dick deep inside.

“Please tell me,” he urged her.

“Oh it is easy,” she told him with a mischievous smile. “You know a ‘Fatale’ who got plenty of dicks, right?”

“Lercha!” he half shouted. “She had my whole troop at least twice. The border, right? I need to get stationed at the border. But how?”

“By being a good student. Wanna get started? Good. Here is a little challenge. I totally forgot your name. Such a bummer. I bet it was one of those that men just loved to shout mid-sex.”

Verea was right. What good was Cole as a ‘Fatale’s’ name? He… No! She needed something better. Cole hadn’t known to many women before. He, now her, didn’t remember many female names. Though one stood out.

“Katja,” she proudly proclaimed. “And I will be the best ‘Fatale’ this faction had ever seen.”

“Oh, my. Such confidence. Well, then Katja. Let's begin your training then. Follow me.”

Verea stood up and walked with a seductive swagger away. Eagerly Katja stood up as well. Only to stop a moment later. Looking down she saw the hunting wyverns replica dildo. She already missed it filling her up so good. But then she remembered. There were more dicks out there. Even real ones. Quickly she hurried up to Verea. Time to train.

*****

“Welcome to your new post oh legendary student of mine,” Verea proclaimed.

“Stop teasing me with that. I said that on the spur of the moment and high on dick,” Katja complained.

“To me, it looked like you were pretty low on that dick,” Verea retorted.

Katja rolled her eyes and chose to inspect her guard post instead. Just a little over fifty turns and she had completed her training and now, finally, she had her own post. It looked much like Lercha’s. A big bed, some crates, and a small well. Not much, but enough. Katja decided it would serve her well.

“Now listen up. The most important feature is this slightly reddish brick. It is a button that sounds an alarm. If you notice an enemy close by, push the button and then lure them in.”

“You mean to have as much fun as I can till the party pooper patrol steals my toys,” Katja shot back.

After a healthy laugh, Verea shook her head.

“You are impossible, you know that, right?

Katja shrugged. Despite her unit trait of being focused on dicks, she had a lot of fun on the last few dozens of turns. And even with her turning into a girl she felt amazingly at home here. Of course, being out here put everything of that at risk.

“Come here,” Verea urged and pulled a package out of her backpack. “I have a present for you in case you get lonely around here.”

“You shouldn’t have,” Katja replied, but took the present nonetheless with a smile. This faction was really different from others. Despite being in a lot of them she never had gotten a present before.

Her hands ripped the material apart and revealed something very useful. At least useful to a ‘Fatale’.

“A dick? That indeed might come in hand. It is an unusual shape though. What kind is it?”

“That, my dear, is a replica of a Troll's dick. It even shares one of their attributes. It gets soft and flexible to the end and start of a turn and hard and stiff in the middle of a turn,” Verea explained.

“How useful. An insertable timepiece,” Katja joked.

After a deep hug, both women said their goodbyes. This was it. Now Katja was all alone. Her only defense was the quick response patrol and her ability to lure and stall men with her body. A skill she hoped to field test soon.

*****

Katja was washing herself when she heard a strange sound. She listened intensely, but everything remained quiet. After a moment she resumed washing herself. It was still her first turn and after her trek out here she felt dirty. One of her lessons had been to be always ready for the enemy. So washing herself had been a high priority.

“Don’t move,” a deep voice said.

Startled she did just the opposite. As she turned around someone grabbed her and pushed her against the wall. That, someone, was rather cute. Of course, the dagger at her throat wasn’t as cute.

“She was alone!” the man shouted.

A moment later four more guys entered her small border post. They were openly ogling her body and that made her hot and bothered.

“How many of yours are close by? Is the rest of your post on patrol?”

The person asking was clearly in control so Katja focused her approach on him.

“Others? There is no one else. I have been all alone here for many turns. I could use some company,” she lied and then playfully bit her lip.

“You really think I would buy the lie that they have one man posts?”

“One woman posts,” Katja corrected him. Her eyes darted to the button on the wall. The very one she was supposed to hit to sound the silent alarm. That gave her an idea though.

“My faction is new and we can’t fully staff every post. So they put me here. If someone comes I am supposed to run away. Do you see that reddish brick there? That is a button. If I don’t press it at least every quarter turn an alarm is sounded and a big patrol comes out. If I get kidnapped or flee then I can’t push that button.”

Then she broke out into a mischievous smile.

“On the other hand if you press it now we have at least a quarter turn to have some fun."

While the men debated she grinned a smile ripe with mischief and slightly wiggled seductively her body. It worked well enough as it drew constantly their gaze and halted their discussion.

Finally, the leader turned around and dropped his pants. "I think we can have a little fun before we bring you home."

Katja nodded even though she barely had heard him. Her gaze riveted on the dick hardening before her eyes. It looked so perfect with its girth and veins. She started to drool and most of her thoughts were occupied how good it would feel to ride that dick. However, a small part was fighting to make itself known. Her bothersome sense of duty.

"Button ... Please ..." she whimpered.

"Someone press that damn button!" the leader shouted.

With her duty sort of fulfilled Katja's mind knew only one need. She spread her nether lips as invite.

"Now ... push button here ... with dick..." A moment later it didn't matter anymore that her mumbling barely made sense. Strong hands pushed her against rough stone and a hard dick shoved itself in her dripping wet sex. As he started to pound her she was lost in ecstasy. Breathy moans escaped her lips with each thrust he made. This was perfect. The blissful peak. As she came an epiphany blossomed in her mind. She knew now why her faction was named "Sisters of Serenity". Once filled with cum a serene calm laid over her mind.

However, the moment didn't last. A spend pecker slid out of her. Pouting she turned around. "But, I need more," she said with a voice quivering with need.

"My turn," the leader of the scouting group announced while pushing someone away. "I've got so much for you we may need to push that button again."

Eagerly Katja pulled at the trousers. Freeing yet another price. Impaling herself on the spear of meat she was once again in heaven. In that moment she wished it would never end.

*****

"Come on," Verea gently told Katja. "You've got to let go."

"But I don't wanna," Katja pouted.

"He is not even hard anymore," Verea argued.

"But he could be soon."

"Katja. Let go."

Reluctantly she rolled off the man. At once guards cuffed and dragged the unconscious man away. One of them couldn't help but mutter. "New Fatales. Always so clingy." Earning a scolding gaze in return from Verea.

Verea laid down beside Katja. "Well, I've got to hand it to you. Legendary."

"I don't care. I want my toys back," Katja pouted.

"Plenty more where those came from," Verea reminded her. "Though I've got to admit, catching a whole group on your first guard turn, that isn't something I heard before. When that patrol came my way I thought you had panicked and pressed the button by mistake."

"I didn't press it."

"What? But the patrol..."

"Trade secret of legendary Fatales," Katja said with a grin.

"Speaking of ... The judgy patrol is gone and your bed smells so good drenched in all this male musk. It makes me all wet inside. I hate to ask, but could I borrow my gift before I go home."

"Nope," Katja teased. "This dick I am not letting go, but ..." She grabbed it from the crate it was resting on. "I can help you out." She gently placed the tip of the fake Troll's man-meat near Verea's cave of carnal wonders. "Open wide."

Verea bit her lip. This might work too. Grinning she spread her legs. Slowly Katja moves the fake dick closer. Inch by inch. Verea cursed the little tease.

"Freeze!", a male voice shouted just as the dick was parting Verea's blushing lips.

"What?" she asked disbelieving and turned to look. Three men came down the hallway and a dozen more was just entering Katja's guarding post.

"Fuck Yesss," came a euphoric shout from Katja.

The men meanwhile came closer with drawn weapon. "Where is our scouting group?" One of them asked.

"Not here," Katja truthfully told them. "Would I have to fuck my fellow guard myself if they were here?"

The men looked confused at each other. Katja used the moment to throw them further off-guard. In a smooth motion, she rolled Verea on her stomach and her legs towards the raiding party. "But now that you are here. Who wants to fuck her and who wants to fuck me?"

Her suggestive words clearly had an effect. Katja could see it through every trouser around.

"The button!" Verea whispered under Katja a little too loud.

"What button?" one raider demanded to know.

"Right. The button," Katja half shouted.

"Katja. No," Verea started but stopped when Katja spanked her butt.

"You see this reddish brick? That's the button," Katja said while pointing towards it.

"What does it do?" one asked.

"Well," Katja said with a grin while stretching the word out. "It keeps our back up away. If we don't press it regularly and soon they will think we are dead and come investigate. So if you want a fight then don't press it. But if you want to fuck this juicy plum ... " She lightly spanked Verea again. " ... then go ahead and push it. I hope you do because I wanna get fucked too."

Her grin blossomed into a feral smile as one of the lads did just that. She quickly rolled off Verea and laid down next to her. Presenting her needy privates right next to her.

"Unbelievable," Verea muttered as she heard tousers dropping.

"Legendary," Katja corrected her.

Then further talk eluded them as two eager dicks pushed deep inside them. And in this manner, the first turn of guard duty ended for Katja. Legendary lucky Fatale.