Jaune Arc was a different person compared to who he'd been at Beacon Academy. A different man.

Emphasis on the word man.

At nineteen years old, he was two years older than the boy he'd been at Beacon. Two years wiser. Two years stronger. The biggest difference of all, however, was that he now trained alone. He'd trained alone ever since the death of his friend and partner Pyrrha Nikos.

Of course he still participated in training exercises with the rest of his team, as he'd done against those in Atlas' own Team FNKI. However, when it came to honing and sharpening his skills, Jaune preferred to train alone. Even without the aid of the video Pyrrha had left for him, Jaune liked to work alone. He liked the solitude in which he swung his heavy two-handed blade. The privacy when lifting weights to strengthen his already powerful muscles. He wasn't nervous or ashamed to do so in front of others, but it was something he had grown used to on the long road to Haven Academy when he'd trained by himself when everyone else was asleep.

Today was no different. In one of Atlas Academy's many training rooms, Jaune worked alone as he did every day after his missions down in Mantle. With quick strokes of Crocea Mors, Jaune hacked through the limitless battle droids which Atlas provided their students in order to sharpen their skills. Be it one-handed or two, Jaune had become a master of his blade, and even without a ranged option, he was a deadly force on any battlefield against the Grimm.

With his latest regimen completed, Jaune exhaled a heavy breath and brought his forearm up to wipe his sweaty brow. The perspiration came off easily, as his long, messy blond locks no longer hung down his forehead. With a new haircut and new clothes to match, Jaune had decided to finally grow up, eschewing his old hoodie and unkempt hair for something more professional and mature looking. He was after all a licensed and professional huntsman now.

Sheathing his sword, Jaune grabbed a nearby water bottle and drank deeply from it. He then brought it over his head and squirted down, giving his head a quick douse of cold liquid to help cool down between his workout sets.

"Looking good, pipsqueak!" a boisterous voice called from behind.

Jaune turned to see a familiar sight standing in the doorway of the training room. Elm Ederne, a member of the Ace Ops and one of Atlas' finest huntresses, stood leaning against the wall with her arms crossed over her chest.

The earnest smile on her face and genuine praise from her lips caused Jaune to smile in turn, showing teeth as his gaze momentarily fell to the floor. "Thanks," he offered as he peered back up into her warm brown eyes.

The woman strode forward, her short, tight brown ponytail bouncing lightly with each step. Despite her friendly personality, the sheer size of the woman was enough to be intimidating even for an ally. Standing at six-foot-five, she was a couple inches taller than even Jaune, and with all the muscle on her built frame, probably weighed just as much. Ever since meeting the elite team of Atlesian huntsmen, Jaune was happy that they, and particularly, Elm, were on their side.

"You've come a long way," Elm commented as she neared Jaune. Close enough for him to have to raise his chin slightly to meet her gaze. "I saw your baby pictures, and I gotta say I admire the dedication you've shown."

Jaune's eyebrows scrunched in confusion. "Baby pictures?" A moment later it hit him. Elm had grown rather close to Nora due to their similar weapons and fighting styles. "Darn it, Nora… you shouldn't be spreading those around."

"Aww, but you were such a little cutie!" Elm cooed, obviously in jest as Jaune felt his face heat up. She took out her scroll and flipped it around before scrolling down through a collection of familiar sights and memories. Pictures taken back at Beacon Academy, many of which included Jaune and his friends. "You really were one tall, scrawny noodle back then. Thin as a twig!"

The boy groaned slightly seeing his former self. Though those were happier times, he knew that he was a far weaker person. Both physically and mentally. "I'm afraid to even ask about what else she's shown people from back then…" he said, fearing that there might be pictures of him in his Pumpkin Pete onesie in that digital photo album.

A wide grin erupted on Elm's face. "You've bulked up nicely, and seeing how you're the tank of your group I think it's about time someone trained you to fight like one."

Jaune swallowed nervously, and took an unconscious step backward. "What did you have in mind?"

Elm's grin widened, and she slammed her right fist excitedly into her left palm. "What I mean, rookie, is that you and me need to do a little one on one training," she explained. "You're a big guy, and no one knows the advantages of size better than yours truly. You need to work on your strength and endurance, and you're not gonna learn how to use that size training with a bunch of runts. So if you're willing, I think it's about time I showed you the ropes of how to be a real powerhouse."

One look at Elm was all it took to know she knew what she was talking about. She was the largest member of the Ace Ops. Maybe not in sheer height, as that honor went to Vine Zeki, but in terms of weight and mass Elm was the clear-cut winner. She was a behemoth of a woman, a walking wall of muscle and bone. That strange thing about it was that there didn't seem to be so much as an ounce of fat on her body. It was pure muscle.

With his upgraded shield, Jaune had already begun to improve his defensive capabilities. Perhaps the offer of a little one on one time with an experienced Specialist who specialized in strength and endurance would be beneficial to the young huntsman.

"Yeah," he agreed with a nod. "We could do that."

"Great!" Elm shouted enthusiastically. "Three-two-one-go!"

"Wha-?"

Before Jaune even know what hit him Elm had reached out and grabbed him by the arm, yanking him up and over her, using her own shoulder as a fulcrum. The world turned upside down, and in one second flat Jaune found himself flat on his back, the oxygen being driven from his lungs in one fell swoop. He stared up at the ceiling first and then Elm's tall body trying to make sense of what had just happened.

He blinked as she offered a hand down to him, which Jaune took after a few seconds of recovering. She pulled him up with such force that he thought his arm might pop out from its socket, but in no time was back up on his feet.

"That was quick," she smirked, her expression betraying her amusement from such an easy victory. "You sure you're ready to be a huntsman?"

Even though he knew her question was a joke, it still stung to hear. Jaune may have come a long way, but he would never forget his humble beginnings. "I wasn't ready for a spar," he argued. "You can't judge me for that."

"No one's ready for a fight," Elm countered. "This isn't some fancy Vytal Tournament. Real war doesn't wait for anybody. The Grimm won't either."

True enough. Still, the experience left a rather bad taste in Jaune's mouth. He knew that he probably wouldn't win against Elm, but he at least wanted to make a strong showing. He wanted to earn the woman's respect in their training.

"I guess you're right." He rubbed the back of his head, still aching from the hard impact on the training room floor mats. "But in the future will you at leeeeaaa-!"

Jaune never got a chance to finish as Elm wrapped his entire torso in an enormous bear hug, squeezing him tightly against her meaty body. She spun with speed unfitting for a woman her size, and in one fell swoop came down, slamming Jaune's back against the floor with her landing hard on top of him. All the air was forced from his lungs, though he was quickly able to breathe again when Elm quickly let go of him and stood back up, her legs on either side of his.

After gulping in a few desperate and much-needed breaths, Jaune once again took her outstretched hand and allowed himself to be pulled up. This wasn't the kind of training he had expected, but then again he'd never trained one on one with an Atlesian Specialist before, much less a member of the Ace Ops. Perhaps they did things a different way than he was used to. He would need to adapt to this training or be humiliated every time.

"You've got a good weight to you, kid," Elm said in what Jaune guessed was a compliment. "Lotta meat on those bones, though you could afford to bulk up a little more. Don't worry, we'll feed you here in Atlas. All the protein you could ask for, and then you'll be more than just Mister Muscles. We're gonna make you into a beast!" she smiled enthusiastically.

Elm must have gotten that nickname from Nora as well. Even though he was the strongest member of his group of friends, he still paled in comparison to the Specialist who stood before him. For someone Jaune's size, Elm and her capabilities in battle were something to aspire to.

"If I survive this training," Jaune groaned, his body still reeling from the two sudden attacks from the big woman. "You… you will make sure I survive this training, right?"

She laughed heartily, playfully slapping Jaune on the back which drove the air from his lungs once again. "Notice how I stayed grounded in those two attacks?" she asked. "Huntsmen our size don't need fancy flips and acrobatics. We're warriors, not fairies. Fight like a bear. Use your strength. Grab, pin, crush. That's the name of the game when you're a beast!"

As Elm was explaining her choice of attacks, Jaune realized that a golden opportunity had presented itself. Much like how she'd attacked him twice already without warning, he figured it was about time to take that lesson to heart and return the favor. Even if it was in the middle of a lesson.

Jaune lunged at her, and had he been just a little bit quicker would have taken her by surprise. As it was, however, Elm turned at the last moment and caught his outstretched arms with her own, and each held onto the upper arms of the other as they battled and struggled for dominance.

"Not bad, rookie," she grunted excitedly as their muscles heaved and worked against one another. "So you've got me now and I've got you. What are you gonna do now?"

Truth be told, even as Jaune struggled to hold the older woman in place, he didn't know. With anyone else he would have been able to overpower them, but against Elm, even without the aid of her Semblance, she wasn't going anywhere.

"Take… you… down…" he strained through bared teeth.

"Ho ho!" Elm laughed, and memories of Professor Port flashed in Jaune's mind. "That'll be the day!"

Jaune grit his teeth, struggling and snarling as he desperately tried to force Elm down to the ground. Her own nose scrunched slightly, but rather than straining, she grinned back at him.

The ground fell out from under him as Elm reached out with a leg and swept it underneath Jaune's own right ankle. His other leg buckled and he fell backwards, Elm following down after him even while they still grappled. He hit the ground with a hard thump, the back of his head once again hitting the mat hard.

Elm straddled his hips, his hands coming up to his chest in order to pin him down to the floor. She purposefully pressed down with all her weight in order to prevent his escape, once more proving how size and mass could be used as a weapon, this time even in a state of inactivity. Her powerful thighs crushed down on his hips, and even with his arms free he knew he wouldn't be able to dislodge the woman from her position atop him.

For the third time, Jaune had lost.

"Nice try, Arc," she offered. "But I'm afraid you'll need to bulk up more before you can even think about going toe to toe with me."

Despite his defeat Jaune didn't give up. He struggled against the mass atop him, bucking and twisting his hips against hers. His hands grappled her wrists, trying to pry them off his chest which was being forced down by her. All in vain. Elm, much like her Semblance, had rooted herself atop him. There was no escape unless she wanted it.

"I gotta hand it to you, kid. You've got spirit. Still," she grunted, pressing her palms down on him even harder. Tightening her thighs around his hips like a python. "You lost this round. You ready to try for…"

As Elm's voice trailed off and her expression fell, it dawned on Jaune what had happened. His mind went down to where a crushing weight sat atop his hips, and more specifically, his crotch. There was a woman straddling his waist, and even though it had been a combat situation, now that it had passed…

"Hey, you aren't getting sweet on me are you, rookie?" Elm asked.

Jaune was mortified. He hadn't planned this, and he definitely hadn't wanted this, but the body of a nineteen year old guy had a mind of its own. Elm may not have been as youthful or as beautiful as his friends, but she was still a living, breathing woman. One whose thick and powerful thighs were constricting around his body like a serpent. It was only natural that he'd have one kind of reaction to that sort of stimuli.

"I'm so sorry," he blurted out hurriedly.

To his surprise, the woman atop him chuckled heartily. "Man, that thing's still growing?" she asked, her eyes falling on where her hips rested atop of Jaune. "Feels like there's a whole damn tree sprouting underneath me!" she laughed.

While Jaune supposed that was a good sort of compliment, he was still utterly embarrassed that he was getting hard underneath a member of the Ace Ops during training. At least Elm was good-natured about it. At least it hadn't been Harriet. Gods help him if he'd gotten a boner while training with Harriet…

"So sorry…" Jaune whispered, unable to meet the woman's gaze.

"Hey, Beacon boy. You ever had sex before?"

The question stunned Jaune. It was so candid. So personal. So beyond anything anyone had ever asked him before, Nora and Yang included.

Jaune cleared his throat, staring up at the black undershirt Elm wore underneath her short white and blue jacket. "Um, well not exactly…"

"What does that mean?" Elm pressed. "There's no in-between with sex. You either have or you haven't."

"Okay fine, I haven't," he admitted. He was a little bit ashamed of that fact, and at nineteen years old he was just itching to try it out.

Not that he hadn't had the opportunity since his change in appearance. During his missions down in Mantle he'd become familiar with a lot of the local populace, specifically the mothers of the children he escorted to school. They were friendly. Some of them a little too friendly. Especially the one who loved to give him casseroles…

However despite the fan club he'd accumulated, he wasn't about to go around sleeping with strange, unknown women. He didn't know where they'd been. He didn't know how many had husbands or boyfriends. Nope, that was a big mess he wanted no part of. Especially when he was supposed to be an exemplary citizen. A huntsman. Not a gigolo.

Still, a part of him regretted not doing it. Specifically one part of him, which even as he laid there on the floor was draining more and more blood from his brain.

Elm chuckled softly at his reply, though not maliciously. "I can tell. Getting hard just from a girl sitting on you."

"I'm really sorry," he repeated again. "Um, you should probably move…"

"Now hold on there, rookie," Elm said as her teeth sank into her bottom lip. She eyed him excitedly from her position atop him. "I've got a question for ya."

He had no idea what sort of question she had for him right now, but he was curious all the same. "What is it?"

"We've both worked up a good sweat, and it's been a while since I've had any fun. Are you into it, or are we going to let this go to waste?"

Even with her weight atop him Jaune sucked in a deep breath. "W-what?"

"Feeling what you've got down there's got my motor running," she continued. Her tongue darted out to lick her lips like a hungry dog eyeing a piece of meat. "And I know I've got yours going. This is a onetime offer, so give it a moment to think about. You wanna take advantage of what's going on right now? We keep it between just the two of us. I pop your cherry, and you show me some good fun I haven't had in a long time."

Elm was… was offering to have sex with him? Jaune's heart skipped a beat. He couldn't pass up another opportunity literally sitting on his lap, could he?

It was one thing to do it with a total stranger. Elm on the other hand was a huntress. One of Atlas' elites. Probably one of the safest options out there. And if he was being honest with himself…

Blue eyes wandered over her clothed body, but even with clothes on he had an idea of what was underneath. Massive knockers. A thick and full ass. She was a whole lot of woman, even taller than him. He could probably get lost in her ample cleavage...

"I know I said to give it some thought, but you still in there?" She asked, waving a hand in front of his face. "Or is there a stain on my shirt I can't see?"

"S-sorry," he stuttered, finally shifting his eyes to once again meet hers. "Um, yeah. I'm in."

"Nice." Her hands rubbed his chest through his shirt. "It's one thing to see pictures of that nice broad chest of yours, but it'll be nice to use it as a nice sturdy base."

Using his chest to push off of, Elm stood up, her towering form looking all the more intimidating now that Jaune knew she was about to have sex with him.

Jaune moved to stand up too, but was stopped when she moved her foot closer to his chest. She shook her head. "Stay down," she ordered. "And strip."

The blond young man swallowed but complied. If she was more experienced and knew better than he did, then who was he to argue?

As Jaune sat on the floor mats his shirt was the first thing to go. He unbuckled his belt and slid his jeans down, followed by his boxers. As he did so he watched Elm too strip down naked, removing her own jacket, undershirt and pants.

As Elm stood over his sitting body the full scale of the woman became apparent to him. While she wasn't fat, Elm had a good amount of meat on her bones. Glynda Goodwitch eat your heart out, because this woman was thick! It was most apparent in her thighs and bust, where the former put Nora's own thunder thighs to shame, while the latter would make even Yang blush in awe as she gawked at the Specialist's massive milkers.

Her skin was dark as cocoa, and her big brown nipples were like chocolate drops. Jaune wanted nothing more than to suck on this candy like none he ever had before…

Elm hovered over Jaune, her legs positioned on either side of his hips as she stood imposingly over him. She stared down at his cock, which pointed straight up at her as if challenging her to duel. "Very nice," she commented as she lowered herself down onto him. Not yet onto his manhood, but she straddled his legs just below his pelvis. "I've seen bigger, but you're a good size, kid. I think I'm gonna enjoy this."

Jaune blushed at the compliment, but it was nothing compared to when Elm reached out and grabbed his shaft with one of her hands. She rubbed it gently, her thumb giving special attention to his head, causing him to bite his lip to stifle a moan. "Yeah, I can definitely work with this," she said excitedly. "You cum yet today, Arc?"

He hadn't. Sharing a room with teammates or being on the road made masturbation a rare luxury he could only indulge in when he had some alone time and a private bathroom. There was always the showers in the training rooms, but that also lacked privacy.

Then again he was prone on the floor of a public training room right now with a big, beautiful woman on top of him. Anyone could walk in on them right now, but at the same time he didn't care about that. All he cared about was feeling what it was like to be inside of Elm.

Jaune shook his head. "No," he hissed pleasurably as Elm continued to softly stroke his member. "It's actually been a while…"

Elm grinned, lovingly toying with his cock in her surprisingly soft hand. "Good, good," she breathed before raising herself up a few inches. With her hand still in control of his dick, she positioned it underneath herself, and Jaune felt his sensitive head rubbing against something hot and wet. "You ready then?"

He'd never been more ready for anything in his life. He nodded. "Yeah," he breathed eagerly.

With a grunt and a slight grimace on her face, Elm eased herself down onto Jaune's dick, her hot pussy swallowing him up inch by inch as she sank down onto his pelvis. "Oh yeah," she grunted softly, the muscles in her face twitching as she took all of him inside her. "That's the stuff."

Finally he was entirely inside her, and Elm's crotch was connected to his courtesy of a large, yearning cock. She settled in on top of him, her hands resting on Jaune's broad and sweaty chest. "Damn you feel good," she commented, allowing her fingers to squeeze at his pectoral muscles. "You have no idea how long it's been since I've found a man strong enough to take me."

Jaune stared up at the woman, and aside from a warm, round face with two soft brown eyes, a pair of enormous tits dangled down toward him, each as big as his head. Elm was thick. Elm was meaty. Elm possessed the biggest boobs of anyone he'd ever met. Not that he'd seen the likes of Yang or Miss Goodwitch naked before, but still. He just knew.

Those he could see, but what about her ass? Jaune reached around to grab hold of her plump ass cheeks, and Elm chuckled. "That's right, rookie. Hold on tight. I'm about to take you for the ride of your life."

Using his chest for leverage, Elm slid up on his cock.

And slammed back down!

"Oof!" Jaune grunted, the breath once more being forced from his lungs. "Fuck…" he gasped.

"That's right," Elm smirked. "I'm gonna fuck you good, pipsqueak. You think you're backed up? Try being a woman my size and finding a man good enough to take what I'm giving!"

Jaune's fingers dug into her ample ass as Elm came up once more before crashing back down on him. He was better prepared this time, and Jaune exhaled in time with her forceful motion. His eyes focused intently on her body as she repeated the actions again and again, making sure that he wasn't caught off-guard by her powerful movements.

"Let me tell you this, Arc," Elm said as she continued to pump up and down on the boy's cock. "All work and no play!" she snarled as she slammed her ass down on him. "Makes Elm a very!" she grunted, smashing down to emphasize the word. "Frustrated!" she thumped again. "Woman!"

Elm's dangling tits bounced and jiggled with every heavy pump of her body, and Jaune laid there mesmerized by the sight of them as she began to turn his pelvic bone into jelly. This was never how Jaune had expected his first time to go. He'd always thought it would be with a girl his age. A girl who was smaller than him. A girl who would have insisted that he take control of the pace, spreading her legs and allowing him to climb atop her while they made sweet, gentle love to one another.

Not with Elm though. As Jaune gripped her ass for dear life, the Specialist rode him with all the force of a jackhammer, slamming her thick and heavy butt down onto his legs over and over again as she slid up and down his cock.

"Oh gods," he gasped, watching Elm's face contort as she proceeded to use his body as her own personal sex toy for her own satisfaction. "Oh my gods…"

It was all he could utter. All he could think as Elm bucked and grinded on him like an animal in heat. She wasn't lying when she said she was backed up too. She was fucking him like her life depended on it. Like a woman who'd just trekked through the Vacuan desert without water and had come upon an Oasis. She was drinking deep from Jaune's body, and despite the roughness of it he was enjoying every second of it.

"That's right! Lie there and take it, rookie!" Elm grunted as she pounded her body harshly up and down on his pelvis. "Take!" Smack! "It!" Slam! "Like!" Smash! "A!" Crush! "Man!"

Her rough treatment of his poor waist hurt so much, but yet it felt so, so good. Elm was riding him with no restraint, nor with any thought to how hard she was forcing herself up and down on his cock. At this pace, at this level of intensity, there was only one possible outcome.

"Elm…" Jaune gasped, knowing from plentiful personal experience what was happening downstairs. "Elm, I-"

Her left hand moved up from his chest to press against his mouth, stifling Jaune's warning of what was about to happen. The Specialist's face reeked of desperation, and her intense brown eyes stared down into his wide blue ones as she continued to fuck him.

"Take it!" she snarled as she thumped up and down on his dick with enough force to break boulders. "Take it! Take! This! Hot! Wet! Cunt!"

Jaune groaned embarrassingly into her hand, trying to warn her that he was about to cum, but to no avail. He started bucking his hips wildly trying to dislodge her from fucking him.

"Mmmpff!" he cried into her palm. Desperate snorts shot from his nostrils as he attempted to alert her of his impending orgasm.

All it did was to cause Elm to grin wildly. "That's the spirit!" she grunted harshly as her hips ground against his own. "But I should warn you that trying to match my speed and impact is only going to wear you out faster!"

She wasn't wrong. Still, she obviously had the wrong idea about what he was trying to do. Pushed to the point of no return, and unable to hold on any longer, Jaune exploded inside her. Even as she rocked atop his body, Jaune pumped out load after load of pent-up cum into her pussy, all the while groaning with pleasure into her palm.

Elm's movements slowed down until she came to rest atop his spent and used body. "Did you just cum inside me, soldier?"

For the first time since beginning, Jaune felt fear. "I'm so sorry!" he blurted out hurriedly. "Are you on-"

"Did I say you could quit?" she interrupted. "This isn't over until I say so! When I said you were in for some rigorous endurance training I meant it! You're going until I'm satisfied and not a moment sooner! Understood?"

So… she wasn't angry that he'd cream pied her? She was more concerned with him not being able to continue? That was a relief at least. Of course he would be able to keep going. Jaune knew he could go five or six times a day at his age.

"Y-yes," he answered nervously.

"Yes who?" Elm growled down at him.

"Yes ma'am!" Jaune shouted back.

"Atta boy!" Elm's hands rubbed Jaune's chest, sending shivers down his spine before her fingers gripped his shoulders tightly. "Now hang on, we're starting up again!"

Jaune was still rock-hard inside of her as Elm went back to work. A soft squelching sound came with every bounce now, undoubtedly coming from Elm's semen-filled pussy pumping up and down on his cock. Each impact of her body slamming down on his was as loud as a thunderclap.

"Oh gods," Jaune grunted, his hissing words almost drowned out by the sounds of their bodies clapping together. "I can't feel my legs…"

Elm smiled a toothy grin down on him, but didn't relent in her motions. "Sounds like you're having a fun time to me then," she grunted through gritted teeth as she stared down into his eyes. "Try activating that nifty Semblance of yours."

"M-my Semblance?"

"Yeah. The one that boosts Aura, right? You'd better shore up those hips of yours before I break 'em!"

With how hard Elm was going, that outcome honestly wouldn't have surprised Jaune. Elm's thighs and butt were pelvis breakers, and considering his legs were already beginning to go numb, he didn't want to take a chance of this actually coming to pass.

In spite of how much he didn't want to deny his eyes the sight of Elm's bouncing boobs, Jaune closed his eyes and focused. He poured his power into his pelvic region, and an internal warmth began to fill his body, joining the warmth he already felt from Elm's body on top of his.

"Mmm, yeah, now you're getting the hang of it," he heard her say, and Jaune's eyes opened once more. Staring down his chest he saw his body glowing white beneath Elm's punishing hips. "No pain, no gain! Gotta push you past your limit!"

"Best! Training! Ever!" Jaune grunted as she continued to use and abuse his crotch like a landing pad for her ass.

With his Aura and thus his bones strengthened from his Semblance, Elm continued to roughly grind her cunt against him while fully impaled on his manhood. Each harsh motion of her hips deliberate and hard, and Elm was controlling the pace of the fucking rather than him.

"Mmm yeah! Mama needed to blow off some steam! How about you, rookie? This working for you?"

"Oh my gods…" Jaune gasped. "This is amazing…"

Her hands pressed down firmly on his chest for balance and leverage as she continued to pump her ass on his waist hard and fast. "Haha, you're damn right it is. I gotta admit I was afraid you might have broken, but you're taking this really well. Glad you're enjoying it."

He was. While he'd never expected to find a woman out there who would fuck him like this, he was loving every second of it.

"I can see… why Ren would fall… for someone like… Nora…"

"Shortstack?" Elm asked. "Oh yeah, she's going to make that boyfriend of hers a very happy man!"

The image of Nora roughly riding Ren came into Jaune's mind. If she was anything like Elm then he was going to be in for some wild and painful nights.

"Mm! Ah! Can I… ah! Can I ask something?" he struggled to say between his gasps and groans.

"Sure thing, kid."

The hypnotic bouncing and clapping of Elm's breasts stole Jaune's gaze away from her face. "Your boobs. Can I-"

"Oh you want my tits?" she cut him off. "You got 'em! Open up, 'cause here they come!"

Without warning Jaune's face was engulfed by two huge, soft, and squishy pillows as Elm grabbed him by the back of his head and shoved him into her cleavage. His sight was totally obscured and sounds were muted. All he could perceive were the warm and sweaty melons of the Specialist as she battered him on either side of the head with her enormous tits.

"Mmmff!" Jaune moaned into her cleavage. "Mmmmhhhh!"

The world was black, and Jaune didn't know how much longer he could last trapped inside Elm's boobs. Finally, mercifully, she pulled him out and he gasped for air.

"Gotta learn to hold your breath, rookie!" she barked. "I barely had you in there for thirty seconds. What happens if a Grimm pulls you underwater? You're done. Now get back in there!"

At least this time he'd been able to suck in a deep breath before he took the plunge back into Tittytown. Jaune moaned into her breasts as she held him in there, his tongue darting out trying to lick and suck as much of her bouncy funbags as he could. If he could only get a good shot at her nipples then he'd be the happiest man in all of Atlas.

"Oh is that what you want?" Elm asked, as if reading his mind. Or maybe it was his wet and wild tongue lapping away at her volleyball-sized tits. Pulling his head out from them again, Jaune opened his eyes to see a pair of surprisingly warm brown eyes gazing into his. "Why didn't you just say so?"

With one hand Elm lifted up her left breast and presented it to him. Seeing the tantalizing dark brown nipple mere inches away from his face, Jaune didn't hesitate to attack it.

Jaune latched onto her big chocolate chip and began to suck away at it eagerly. To his surprise, Elm gasped pleasurably. "Mmm, you really are just like a baby, little man," she moaned, holding the back of his head while she grinded softly on his cock. "You like what mama has to offer, don't you?"

The blond boy came up for air and his eyes flicked to meet Elm's. "I love it…" he whispered. Jaune didn't hesitate to plunge back down on her breast a moment later.

"That makes two of us, kid," she said lovingly, rocking her hips against his as he continued to suckle at her. "You getting hard how you did is the best thing that's happened to me all month."

Jaune couldn't agree more. When Jaune had decided to train this afternoon, he never would have expected it to conclude with him sitting on the training room floor with a big, beefy woman impaled on his cock. He never would have expected his seed to be sitting in her snatch, nor her breast in his mouth.

"I'm almost there," Elm gasped, her boisterous and domineering voice having gone suddenly soft. "Almost there. Just a little more…"

Jaune sucked and sucked, all the while Elm's rocking motions on his dick picking up more and more intensity. Harsh snorting breaths poured from his lips, as he didn't want to let go of the big woman's breast. Eventually though he was forced off when Elm took his shoulders and slammed him back down flat on the mat.

"Make me cum," she ordered as she began to bounce on top of him again. "Take this pussy and make me cum!"

The thunderous impacts of her ass on his legs echoed once more, and Elm rode Jaune without mercy once more. Only his Semblance allowed him to endure the harsh pounding from her. Jaune's hands squeezed down on her wide, child-bearing hips as she crashed down on him again and again.

"Yes!" she screamed, her mouth gaping wide as her eyes squeezed shut. "Yes! You fucking take it, rookie! Your cock is mine!"

A harsh, guttural groan slipped through her lips, and Jaune felt Elm's pussy squeeze down impossibly tightly on his poor abused dick. The Specialist screamed and grunted without a care for how she sounded or who heard her, and it was obvious to the boy that she had reached her own climax.

A loud snorting breath shot through Elm's nostrils with each of her last hard thrusts against him. "That's… it…" she panted. "Take… it…" Each word came with a thrust, but soon enough Elm was out of steam. Finally it was over.

Elm's palms pressed down on Jaune's chest, and as he lay there used and abused, he gazed up at the woman's flushed and sweaty face. She panted and gasped for air, the wind being taken out of her sails from her orgasm. For as powerful and dominant as she'd been during sex, it seemed that thanks to his Aura, Jaune had been able to outlast her.

At least after his own early orgasm.

Her warm brown eyes opened, and as she stared down into Jaune's blue ones, a hand came up to rub his face affectionately. "Nicely done," she said softly, giving him a soft, playful pat on the cheek. "Gave each other a nice workout, didn't we?"

Jaune nodded earnestly, he too still catching his breath after Elm's wild ride. "Yeah…" he agreed breathlessly. "Best workout ever…"

"Aww, took your breath away, huh?" the woman cooed from above him. "You have fun on your first time, Arc?"

Staring up at the big nude woman who was still sheathing him, Jaune nodded eagerly. "Yeah. That was awesome!"

"Glad to hear it. It was good for me too. Tell you what, if you ever need to work off some adrenaline after a mission you give me a call, okay?" Elm grinned knowingly as she peered down on her 'workout partner'. "I'll help you come down from it."

Jaune's still-hard cock twitched at those words. An offer for future times with Elm? Oh yeah, he'd definitely take her up on that offer. According to her it was hard to find a man big and strong enough to take what she had to give. Seeing how he'd survived his first pelvis-crushing encounter with the woman, he knew that Elm likely saw him as more than just a newbie huntsman now.

He was now a viable option for her to get rid of all her own pent-up sexual frustration and desire as well.

"Definitely," he agreed. "Do you, um…"

"Yeah? Spit it out, pipsqueak!" she pressed playfully.

"Do you like more than just on top? Like, other positions?"

Jaune wanted to know what Elm might be like as a bottom. Face down, enormous ass up, being plowed from behind while her muffled moans poured into the training mats under them. Or on her back with her thick thighs spread, taking the hard thrusts from Jaune above her while he looked into her warm chocolate eyes. Call him a romantic, but he had liked looking into Elm's eyes while she rode him…

Elm laughed heartily at the question. "Normally I'm a top kind of gal, I like to be in control," she answered him. "But for you, rookie? Maybe I'll make an exception once or twice. Show me something impressive and I might just let you climb on top of me."

Something to impress her? Jaune didn't know what, but he needed to think of something now. "I'll try," he answered eagerly.

"Ha ha. We'll see."

The world felt cold when Elm pressed down on him, using his body to aid in her standing up. His cock slid out of its warm, wet sheath, and Jaune once again found himself staring up at the big nude body of Elm. Only this time, a white substance was oozing out of her pussy and down the insides of her thighs.

"Time to hit the showers," she said, motioning with her head over toward the locker room. "Meet ya in there. I could use someone to help wash my back."

She turned, and Jaune watched her fat ass jiggle with every step she took away from him. He laid there still trying to regain his energy, and he hoped he would have the strength to stand up and follow the woman in order to help her clean up.

Gritting his teeth, Jaune turned over onto his side and pushed himself up with his hands. Slowly but surely he forced himself up, and when he finally did he saw a very deep and very pronounced Jaune-shaped indent in the training mat where he'd been ridden by Elm.

He wondered how long it would take to go away.

Oh well, right now that wasn't important. What was, on the other hand, was getting to rub his hands all over the big muscular woman's body. Even if it was only to help her clean herself up, Jaune wanted to get his hands on her again.

High above the training room floor in the observation deck, a group of gathered figures watched as Elm and then Jaune stood up and made their way toward the locker room. They'd put on quite a show just now. At least Elm had. Jaune on the other hand had mostly just laid there. To his credit, however, he hadn't broken. He was walking away in one piece after taking a brutal pounding from Elm and her thunder thighs.

"Wow," Marrow gasped. "That kid took Elm like a champ."

Harriet nodded in agreement. "Most men's pelvic bones would be in pieces after taking a beating like that." She shrugged indifferently. "Or ground to dust."

"Indeed," Winter spoke next. "I've heard tales of Mister Arc's strength and endurance from his comrades, including my own sister. Seeing it firsthand, however, is eye-opening."

"Do you think he could prove to be a useful tool in the war to come?" Vine asked the taller man beside him. "A Semblance like that, properly trained, could be a powerful weapon against Salem and her forces."

The General hummed thoughtfully, a gloved hand coming up to stroke his dark facial hair. "Perhaps," he mused. "Though I do believe we will need to collect more data." He turned to the shortest person in the room. "Bree. How would you like to become the boy's next test?"

As she watched him walk away, a pair of pink eyes stared at that tight butt of his. A test. General Ironwood hadn't specified which kind of test, but it would undoubtedly have to be a physical one. One which, like what Elm had just done, would push the boy to his limits, and past them.

The Ace Ops Specialist licked her lips, eyes gleaming with mischief as she watched him leave. "I'll break him, sir," she stated with the utmost confidence. "Count on it."

Author's Note: The latest in my series of super rare Jaune pairs that no one asked for. No one's done Jaune x Elm yet on this site, so I hope it's something that someone was looking for!

I didn't plan on writing this either. I was happily working on the next chapter of Red Like Roses? Gross! when this idea came to me. So now that it's over, back to Lancasterland I go!

You'll notice I left this open-ended just in case I want to continue in an all-Atlas themed smut collection. A bunch of lemons connected by a loose story line kind of like another fic I have going on. Harriet, Ciel, Winter, Neon, maybe even Penny can join in on the fun. I'm just not sure about the Penny part since I don't really like her as a character, and I'm not sure a robot can even have sex, much less enjoy it.

As always, thanks for reading.