A/N: Sorry for the long wait! I had lost inspiration to continue this story, but found some recently. I'm going to try to update at least once or twice a month. I've gotten a large amount of reviews and PMs about how Naruto keeps losing, and I would like to say right now that this story will be largely femdom oriented. There will be maledom, but not nearly as much as there will be femdom. The next couple chapters will be maledom, with Naruto fighting back, but after that expect more femdom. That's just how I'm choosing to write this, if you don't like it then you don't have to read it. If your still reading, then thanks for sticking with the story despite the long wait!

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Naruto quickened his pace, approaching Akia from behind.

Aika Kyruu [Commoner]

Level: 44

Face: Level 45

Boobs: Level 45

Butt: Level 46

Hands: Level 42

Hands: Level 43

Charisma: Level 43

Virgin

Aika Kyruu is a perverted student at Kuoh Academy. She is the highest level human at Kuoh Academy

Akia was a rather beautiful girl. Not near the level of Sona or Rias, but still beautiful. She had brown hair, which was pulled back into a ponytail, medium-sized breast, and an above-average sized, shapely butt.

She was also level 44, and if Naruto was able to make her his slave, he could gain a good amount of levels. Combine that with the levels he could take from his slaves at home, Murayama and Katase, and Naruto could probably gain more than 20 levels today. That would put him high enough to take on Sona. He glanced up at his own stats as his crept up near Akia.

Naruto Sitri (Formerly Uzumaki) [Commoner]

Level: 56.6

Dick: Level 49

Physique: Level 62

Charisma: Level 59

Experienced at Sex.

Slave of Sona Sitri

Pet of Lady Sitri

Skills: [Skill Sight] - The user is able to see the level of others skills and the level of every body part.

Being 12 levels higher than Akia, taking her down should be easy. She was now just outside the gate, and far enough from the school that none of the devil's there would notice what he was doing.

In one swift motion, he struck.

*Smack*

Akia jumped, feeling his hand smack into her shapely behind. She spun around, but didn't get the chance to say anything. Naruto was upon her, slamming his lips into hers and forcing his tongue into her mouth. Akia moaned as Naruto forcefully kissed her. Naruto pulled away slipping his hand under her skirt and rubbing her panties.

"You like that, slut?" Naruto rasped into her ear.

"Ahh, yes Naruto-sama." Akia moaned. Naruto was a much higher level, and it didn't take much for her to start obeying him.

Naruto shoved Akia to the side of the gate, out of view of the school. He pushed her up against a nearby tree, pulling down her panties her his left hand, and shoving his fingers into her wet pussy.

Akia moaned, thrusting up against his fingers. Her pussy was tight, and clamped onto his fingers. Naruto got curious, and used his skill.

[Skill Sight] Activated

Akia Kyruu

Pussy: Level 38

Damn! He would enjoy sticking his dick into that. Still fingering Akia, Naruto used his left hand to pull of his shirt, before starting on his pants. Just as Naruto was about to pull down his underwear, a hand stopped him.

"Please, let me, Naruto-sama." Akia whispered into his ear, before dropping to her knees. She pulled down his boxers, and his member sprang out, smacking her on the cheek. His dick was nearly 6 inches, though after he was done with her it would hopefully be larger. The more levels he gained, the bigger his dick would get.

Akia grinned prevertedly, "You're bigger than any of the other boys here, Naruto-sama!"

Naruto had heard about Akia's skill, which let her accurately know any man's penis size just by looking at their crotch, even if they had pants on. It was no surprise that, despite being a virgin, Akia knew even guys size at the school. Hearing that he was bigger than everyone else at the academy inflated Naruto's ego a bit.

He had figured that Kiba Yuuto, Rias's Knight, was probably a higher level than him, but it was good for Naruto that he wasn't.

Naruto moaned and Akia licked the tip, rubbing her hands up and down the shaft. Akia giggled as Naruto moaned, "Does it feel good, Naruto-sama?"

Naruto reached down, grabbed onto her ponytail. He yanked it forward, forcing Akia up against his cock. He sneered down at her, "Yeah, but your mouth would feel even better, bitch. Get to it."

Akia nodded, sliding his member into her mouth. Naruto groaned. She was much better than Murayama and Katase.

Akia Kyruu

Blowjob: Level 32

Akia picked up her speed, forcing his member in and out of her throat. Naruto moaned again, and could feel his cum building up. He quickly pulled out of her mouth, and pushed her onto the ground. He lined his dick up against her opening, and thrust in.

"Ahhhh! Naruto-sama!" Akia moaned, her mouth opening and her tongue hanging out.

Naruto thrust into her at a quick speed, his 6 inch member filling her up, "You like that, bitch? If you become my slave, you can have this everyday!"

"Yes Naruto-sama! It feels so good! Please make me your slave, Naruto-sama!" Akia gasped, still panting.

Naruto grinned, and tapped his hud.

Make Akia Kyruu [Commoner] your slave?

Naruto quickly hit yes, and started thrusting into Akia even faster, "You going to cum, bitch? You going to cum all over your Master's dick?"

"Yes Naruto-sama! Please make me cum, Master!" Akia yelled, close to cumming.

Akia's voice had been too loud, and now some of the students leaving Kuoh Academy were watching. Naruto smiled, he didn't mind the attention.

He slammed his dick into Akia one last time, and ordered Akia, "Cum, bitch! Explode all over your Master's dick!"

Akia screamed as she came, "Naruto-sama! Thank you Master!"

Naruto kept thrusting as Akia's juices covered his cock. Her face showed that she was experiencing pure pleasure. Her tongue hanging out, her mouth wide open, and her eyes shining with pleasure. Naruto kept thrusting until her juices stopped flowing.

Akia's face has lost 2 levels! -2 Face!

Akia's face is now level 43!

Akia's ass had lost 2 levels! -2 Ass!

Akia's ass is now level 44!

Akia's pussy has lost 4 levels! -4 Pussy!

Akia's pussy is now level 34!

Naruto's dick has gained 3 levels! Dick +3!

Naruto's dick is now level 52!

Naruto stood up, picking up the now-unconscious Akia. His dick was still hard, but he couldn't cum with losing levels yet. Akia hadn't been his slave for 24 hours yet, and cumming in her would cause him to lose levels. He was going to have to let out his frustrations on his slaves at home. He picked up their clothes and started to walk home.

Naruto's Apartment

Naruto walked through the door to his apartment and quickly laid Akia down on the couch in his main living room, before turning towards his bedroom. He opened the door, and was delighted by what he saw. Murayama and Katase were both naked, laying on his bed, and had obviously been masturbating due to their increased levels from the morning.

Murayama [Slave]

Level: 26.8

Face: Level 40

Boobs: Level 29

Butt: Level 40

Hands: Level 19

Feet: Level 17

Charisma: Level 16

Slave of Naruto Sitri

Murayama is a student at Kuoh Academy. She is the 2nd highest level human at Kuoh Academy.

Katase [Slave]

Level: 22.8

Face: Level 29

Boobs: Level 45

Butt: Level 15

Hands: Level 16

Feet: Level 18

Charisma: Level 14

Slave to Naruto Sitri

Katase is a student at Kuoh Academy. She is the 3rd highest level human at Kuoh Academy.

"Welcome home, Naruto-sama!" Murayama purred at him, sliding her naked body across the bed and closer to him.

Both Murayama and Katase had both gained over 20 levels, and were both looking nearly the same as they had yesterday. Of course, they're were some major differences. Namely Murayama's firm ass, and Katase's above-average tits.

When it came to leveling up from masturbating, the body part you focused on would affect the amount of levels you gained. Woman had a huge advantage in this world, and had a lot more body parts to choose from. While men could only gain sexual pleasure and levels from their penis, woman could gain levels and pleasure from many body parts. For example, a woman could rub her feet and it would feel the same as if they were rubbing their clit, and they would gain levels for their feet.

Naruto learned some new things about his slaves from their newly gained levels, as Katase obviously preferred rubbing her breasts and Murayama enjoyed rubbing and spanking her ass.

"You girls have done well, you've both gained more than I expected. I'm proud of you." Naruto said. Even if they were slaves that were solely for his pleasure, Naruto still cared about them, and was proud of their achievements.

"Thank you Naruto-sama." Murayama responded, blushing heavily. Katase was blushing as well, and looked away, embarrassed by his praise.

"While I'm glad that you both gain so many levels, I'm going to have to take them now." Naruto said, sitting on the edge of the bed, slapping Murayama on the ass once. Her ass was pretty good, being level 40, but didn't hold a candle to Sona's.

Murayama moaned as his hand made contact with her big, firm ass. "Yes Naruto-sama, we built these levels up for you." She sat up, and sensually crawled closer to him.

Murayama sat down on Naruto's lap, facing him. She reached down, placing his slightly over 6 inch cock in between her ass cheeks.

"Do you like my ass, Naruto-sama?" Murayama whispered into his ear, slowly moving up and down, sliding his cock between her ass.

"Ah, yes. You're ass is great, Murayama." Naruto moaned, thrusting up his hips in rhythm with her. While her ass wasn't amazing, it was definitely above average, and felt great on his dick.

"I'm glad you like it, Naruto-sama." Murayama exclaimed, her breathing quickened as she bounced her hips faster, rubbing his penis between her ass and on her clit. In the meanwhile, Katase has gotten off the bed and walked around to them.

*Smack*

Murayama let out a moan as Katase's hand made contact with her ass cheek.

"You're ass is much bigger than before, Murayama. You must like having your ass spanked, huh?" Katase said, rubbing her hand across Murayama's ass.

"Mmmm, yes. I love to be spanked." Murayama moaned.

"I can't take this anymore." Naruto eventually said, picking Murayama up and thrusting his member into her in one swift motion.

"Ahhhh! Naruto-sama!" Murayama moaned, writhing in pleasure as Naruto's member filled her up. Naruto started thrusting slowly, moaning as his dick slid up and down inside her.

"Ahhh! Please go faster, Naruto-sama!" Murayama moaned. Naruto complied, and started thrusting faster. He slammed his hips faster and faster, living the feeling of Murayama's pussy.

Katase kept slapping Murayama's ass, and the combination of that and Naruto's dick was too much for her.

"Naruto-sama! I'm going to cum, Naruto-sama!" Murayama shouted, slamming her hips faster onto Naruto.

"Me too, Murayama. Cum right now! Cum and give your Master your levels!" Naruto ordered, his breaths coming quickly as he panted, slamming his dick into Murayama one last time. Murayama moaned one last time, and her juices sprayed all over Naruto. Seconds later, Naruto exploded into her, his cum filling up her stomach.

Murayama's face has lost 40 levels! Face -40!

Murayama's face is now level 0.

Murayama's boobs have lost 29 levels! Boobs -29!

Murayama's boobs are now level 0.

Murayama's butt has lost 40 levels! Butt -40!

Murayama's butt is now level 0.

Murayama's hands have lost 19 levels! Hands -19!

Murayama's hands are now level 0.

Murayama's feet have lost 17 levels! Feet -17!

Murayama's feet are now level 0.

Murayama's charisma has lost 16 levels! Charisma -16!

Murayama's charisma is now level 0.

Naruto's dick has gained 3 levels! Dick +3!

Naruto's dick is now level 55.

Naruto's physique has gained 2 levels! Physique +2

Naruto's physique is now level 64.

Naruto's charisma has gained 2 levels! Charisma +2

Naruto's charisma is now level 61.

Naruto smiled happily as his levels grew. Unfortunately, even though he had take all of Murayama's levels, he didn't gain much. Most of his stats were over double the level of hers. This was why masturbating was a very ineffective way of gaining levels. Your levels would build up, but you wouldn't be able to keep them unless you made someone have an orgasm. The second you had an orgasm, you're levels would be lost. Naruto had gained a lot of levels in a quick amount of time by abusing this.

Naruto also noticed that his charisma and physique had finally gone up. Usually, when he gained levels they went to his dick. Since this time he has gained the levels from each category from Murayama, including her charisma.

Murayama's looks changed drastically, as her quick decrease in levels caused all her curves to practically disappear.

Naruto pulled himself out of the barely conscious Murayama, and carefully moved her to the other side of the bed.

"You did great, Murayama. Rest for now, and you can get back to masturbating tomorrow." Naruto said, putting a blanket over her. Murayama nodded, and promptly turned over, falling asleep. She was exhausted after masturbating for a whole day.

"You didn't forget about me, did you, Naruto-sama?" Katase asked, sliding her hand onto his cock and starting to stroke it.

"Of course not, Katase, but I'm tired, so let's skip the foreplay and get this over with quickly." Naruto said, pushing her onto the bed and sticking her breast into his mouth.

"Ah! Yes, Naruto-sama!" Katase moaned.

Naruto shoved his erect member into Katase, thrusting quickly from the start, letting Katase's tit fall from his mouth. Katase didn't expect him to start so quickly, and moaned loudly.

Naruto kept thrusting, "You like that, slave? You like your Master's dick?"

"Ahh! Yes Naruto-sama! I love your cock, Master!" Katase moaned, unable to do anything but lay there and moan as Naruto's dick slammed into her. Her breasts bounced up and down as Naruto's cock thrust into her.

"Do you want to cum on your Master's dick, slave?" Naruto asked, thrusting faster.

"Yes Naruto-sama! Please let me cum all over your cock, Master!" Katase begged.

Naruto increased his speed, thrusting as hard and as fast as he could. He grabbed both her breasts, groping them and enjoying the sounds of her moans.

"Cum! Cum for your Master!" Naruto demanded.

Katase moaned as her juiced engulfed Naruto's dick. Shortly after, Naruto's load shot into her, filling her up.

Katase's face has lost 29 levels! Face -29!

Katase's face is now level 0.

Katase's boobs have lost 45 levels! Boobs -45!

Katase's boobs are now level 0.

Katase's butt has lost 15 levels! Butt -15!

Katase's butt is now level 0.

Katase's hands have lost 16 levels! Hands -16!

Katase's hands are now level 0.

Katase's feet have lost 18 levels! Feet -18!

Katase's feet are now level 0.

Katase's charisma has lost 14 levels! Charisma -14!

Katase's charisma is now level 0.

Naruto's dick has gained 1 level! Dick +1!

Naruto's dick is now level 56.

Naruto's physique has gained 2 levels! Physique +2

Naruto's physique is now level 66.

Naruto's charisma has gained 1 level! Charisma +1

Naruto's charisma is now level 62.

Once again, Naruto didn't gain much. He was just so much higher level than his slaves. Hopefully, after he spent more time with the higher-level Akia, he would be able to take on Sona. Akia would also be able to gain levels quicker by masturbating. While levels affected your appearance, so did your genes. Some people are just born better looking than others, and can gain levels quicker. It seemed obvious to him that Akia was naturally better looking than his other two slaves.

In the meantime, Naruto laid a blanket over the now-unconscious Katase. He pushed himself in the middle of the two low level girls, and fell asleep.