Okay so this is where the order of things change a bit. Also lemon warning in this chapter. I'll warn you guys when it gets to....

Bendy: Get on with it!

Alright alright sheesh! I didn't know you wanted Cuphead to screw you that badly. Anyways, on with the story.

Bendy: O////////O

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As soon as Boris brought Bendy back to the inn the owner practically had a freak out. She saw how bad Bendy looked and just lost it. Screaming if there was doctor anywhere and crap. Boris had luckily calmed her down and had left the room in order to let Bendy rest. Bendy already knew when she was back up and at it she would need to clean her clothes. They were now a complete mess with dried up ink and dirt all over them. But she'd worry about that later/tomorrow she needed some sleep.

Later/Probably the next morning/Who flipping knows~~~~

Bendy was eventually awake and judging by the looks of it the sun was just slowly starting to rise. A small sigh escaped her mouth as she got up. She looked over to the other bed to see Boris was still fast asleep. She smiled gently as she slipped into the bathroom to change out of her dirty clothes. Sadly, because of the limited amount of clothes she had.... she would have to go out and wash her clothes in a white sports bra and pj shorts. Not exactly the most appropriate in her opinion, but what else was there to wear it's not like she had taken a wardrobe in her small messenger bag.

She carried her clothes in her arms as she went to clean them up. She also quickly grabbed any clothes from Boris bag that were also dirty as well. It was probably gonna take while to get through some of these, because the inn didn't have a proper washing machine or dryer so she would have to wash by hand.

<Time-skip> (Because laziness)

Bendy was about to hang the last of laundry as she turned her head slightly only to see someone she hoped not to see for a bit. On the near by balcony was Cuphead and he had sadly noticed her as well. They awkwardly stared at each other for moment until Bendy's face went slightly red realizing she was, yet again, slightly exposing herself to him. Cuphead simply laughed lightly.

"You're everywhere aren't you," Cuphead spoke up smirking.

"I could say the same to you," Bendy retorted, "Also my eyes are up here FYI."

Cuphead didn't realize his eyes were wondering until he quickly snapped his eyes back to her face. Now he was the one blushing. I mean he couldn't help it she was just so..... beautiful and probably didn't help with what she was wearing didn't leave much for his imagination. Of course he snapped out of it as he smirked crossing his arms.

"You're being extremely calm seeing me. Cause you know I could pounce at you any..... MOMENT."

Instead of flinching back like most people would Bendy simply smirked. It had been quite awhile since she flirted with anyone..... Why not see if she still had it.

"Sure. Why don't you pounce at me then. I'm sure you want to...," she spoke up dipping her voice in order to get a seductive edge.

Cuphead's face went completely and utterly red as he sputtered out in mild surprise. He actually wasn't expecting her to do that. She just stood there smirking at him as he tried to get his composure back. 'Still got it....' she thought. Only for Cuphead to take her back in surprise.

"So what if I do? Not my fault your extremely beautiful," Cuphead retorted with his arms still crossed.

Bendy's face instantly light up red. This was the first time any guy had every called her beautiful. A chuckle escaped Cuphead's mouth as he watched as she tried to fix her composure this time around.

"Listen, I actually what wanted to say before this was... Thank you," Cuphead spoke up after a bit.

Bendy looked at Cuphead in confusion as the heat in her face died down a tiny bit. At first she didn't understand, but then she realized he was thanking her for helping him out. I guess if she hadn't been there to stop him he would've......She stopped at that thought as she gave a small smile.

"Y-your w-welcome," she spoke quietly.

She inwardly cringed at the way she sounded. Stammering, really?!?! But she saw Cuphead just simply smile her. That smile made her heart speed up in pace as she felt the heat creep back in her cheeks.

"Hey. How about as better thanks we go out for some drinks later. How about it," Cuphead asked looking at her.

Was he asking her out on a date? Well shit! Bendy didn't know if this was either a dream or not. But she finally agreed setting for a time around 7 that night. Cuphead had slipped back in his room leaving Bendy to her own devices. The shirt she had currently in her hand was instantly screamed into.

As for Cuphead, his brother was sitting up in his bed smirking at him. It was pretty obvious that Mug heard the whole thing.

"Don't you dare say a word. Not one word," Cuphead lightly threatened with a slight glare.

Later~

Bendy had already told Boris she was going to the near by bar. But she didn't tell him was she was going with company. Listen, Boris did tease her a lot about Cuphead, but if she had told him she was going to go out and get some drinks with him her brother would lose his flipping mind.

She eventually met up with Cuphead as they headed to the near by bar. As they walked side by side they made some small talk and crap. They eventually made it and had gotten a booth to sit in. Cuphead was nice enough to get her drink as she quietly sat waiting for him to come back. That's when she saw the nurse from the hospital.

She was with another woman, a rabbit, the nurse had seen her and decided to come over.

"Hello miss. It's nice to see you again," the bird spoke cheerfully to her. The other woman didn't speak a word, "What are you doing here this fine evening?"

"Oh... Well.... I'm kinda on a date.....," Bendy replied only to hear the rabbit scoff.

"A date? Really? You? Your nothing, but a child," the rabbit spoke up rudely making Bendy glare, "Besides who would want to date someone so small and frail looking like you."

Bendy looked down at herself. Yes she was petite in size and stature, but frail? Was the illness making her look like that? The bird, Dovelet, scolded her friend while Bendy was frowning still looking at herself.

"I am so sorry about that," Dovelet said as she dragged her friend, "I'll let you have the rest the night for yourself."

After they had left, Cuphead had shown back up with a couple of drinks in his hand. As he handed Bendy's drink over to her and sat down, he had noticed that she seemed troubled. It was when she asked him something odd that made him both confused and worried.

"Do I look.... frail to you," Bendy quietly asked.

"No. Why are you asking me this," Cuphead replied in mild confusion. Bendy didn't answer that.

Cuphead shrugged slightly. If she didn't want to tell him the reason then alright. They sat quietly drinking sometimes talking here and there.

<Time-skip> (Quite a few drinks later)

A few glasses were scattered at their table as both of their faces were partly flushed from the alcohol in their systems. They were right now laughing about something. During the drinking the once huge space between them had completely disappeared. They close to the point where their arms, shoulders or legs would brush gently against each other. Now, they didn't drink to the point where they were slopping drunk, but more so drinking enough to actually do something bold. Like what Bendy was going to do at that very moment.

"You know..... I never got to thank you for finding me and reuniting me with my bro," she was able to get out with a mild slurr in her voice after the laughter died down.

"I thought you already did thank me," Cuphead inquired only to have Bendy give him a sexy smirk.

She had decided to straddle his lap. Cuphead's face had turned extremely red as she placed her hand gently on his chest. She looked up him her eyes a much darker shade of red. That was when he palced one of his hands lightly on her hip.

"That was my brother........ I want to thank you in my own way," she spoke up her voice dipping like it did earlier making Cuphead shiver with slight pleasure.

That's when she pressed her lips to his. Cuphead was stunned for second, but he quickly melted into the kiss. Their lips moved in rhythm with one another. Cuphead licked her lower lip wanting entrance, but she kept her lips shut tight. A small growl escaped his throat as he decided he didn't want to be teased as he started to grope her ass. A small gasp escaped her throat giving Cuphead the opportunity to slip his tongue inside. She tasted even more amazing then he could imagine. Bendy tilted her head slightly to deepen the kiss even more as her tongue started to come into play as well.

~Meanwhile~

Fanny was kinda annoyed. Dovelet was busy with her boyfriend leaving the poor woman to sit and boredly watch everyone else in the bar. It wasn't until her eyes widen as she saw the small woman from earlier straddling some attractive cup headed guy. And to top it all off the woman was currently in a heated make out session with said guy. Fanny blinked a few times as she turned herself away from the scene. She definitely needed another drink after seeing that.....

~Meanwhile~

Bendy and Cuphead eventually broke apart from the make out session needing air. When they broke apart, a string of saliva was between them. Of course the minute they broke Cuphead had decided to attack her neck with licks, nips and kisses. Soft moans escaped her throat as she tried to keep herself quiet.

"C-Cup," she moaned out suddenly as he nipped a certain spot on her neck.

He smirked as he continued to torture that spot making her moans go louder. He eventually stopped his sweet torture pulling back smirking at the forming hickey on her neck. Bendy was blushing and panting lightly her eyes clouded with lust. If he wasn't partly drunk he would've stopped what he was doing, but he couldn't take it he wanted her so badly.

A squeak of surprise escaped Bendy's throat as she was picked up bridal style by Cuphead. He quickly walked out the bar heading back to the inn. On the way back he couldn't help, but kiss everywhere he could. Small giggles escaped her mouth as he eventually made it to his and Mug's room. He quickly closed the door to the room and threw Bendy gently onto the bed. Luckily, Mug wasn't there at the moment, which was a good thing.

NSFW

Cuphead was instantly on top of her smashing his lips against hers. She gasped out in pleasure as she felt his cold hand snake up from underneath her shirt and start to grope her partially clothed breast. Moans escaped from her throat through their heated kiss. She had started to use one of her legs to rub his crotch gently already feeling the bulge that straining against his pants. He quickly broke the kiss getting annoyed of the amount clothes in between their skin.

"Off," He ordered her tugging at her shirt.

Bendy smirked as she decided to be a bit of tease. She did of course she did remove her shirt, but she had decided to do it agonizingly slow. That made Cuphead growl as he grabbed the removed shirt and threw it off god knows where in the room. Of course he also wanted the bra off too. But before she could remove it herself he practically tore the thing clean off her. He had pulled at instantly snapping it in half. She made a small whine of protest only to shut up as Cuphead started to grope her now naked breasts.

Bendy moaned out pleasure as Cuphead eventually started to kiss and lick one of her breasts. He had kissed all over the one breast all except for her nipple. She growled in mild anger as he looked up and smirked at her. This was revenge for earlier most likely. She was about to yell at him until he decided to take the nipple in his mouth. The anger instantly melted from Bendy as she arched her back in pleasure as Cuphead sucked and nipped. Of course he wasn't forgetting the other one as his hand was busy squeezing the other.

"C-cuphead," she moaned extremely loudly.

Cuphead hummed sending more pleasure through Bendy. Cuphead eventually did the same treatment to the other one. He pulled back sitting upright seeing Bendy as panting flushing mess underneath him.

More clothes were eventually removed until both were completely naked. Bendy blushed darkly as she tried to cover her lower body up in embarrassment. Cuphead chuckled as he slowly pulled her hands away as he kissed her gently on the lips.

"You don't have to be embarrassed about anything....... I think you look sexy," Cuphead whispered huskily into her ear(?).

She blushed even more as she felt his hand slowly move up her leg. He was instantly at her heated core as he felt how wet she already was. He found her clit and started to rub it in slow circles. She started to gasp and moan out his name as her legs automatically started to widen. Cuphead chuckled huskily in her ear.

"This will hurt a bit, but try to relax," He spoke softly as started to circle a finger around her soaking wet entrance.

He slowly slipped a finger into her making her cry out in slight pain. She had instantly tightened around the intruding digit. Cuphead started to murmur in her ear to relax as he didn't move his finger until she was relaxed. She tried to calm her breathing as she eventually bucked her hips onto the digit telling him to move. He started to slowly move his finger in and out in a gentle and slow pace at first in order to let her get use to it. The pain slowly faded and was replaced with pleasure as Bendy started to moan and arch her back.

"H-harder..... F-faster," Bendy moaned out as Cuphead complied to her wishes.

He eventually added a second finger without her realizing it as he started to pump harshly inside her. Scissor her as well, he slipped his fingers out of her making her whine in protest. She was starting to get close too. Of course she looked down and blushed harshly.

He was so big..... Part of her was even wondering if he could fit himself inside her. Both locked their eyes together as Cuphead lined himself up with her entrance. Before pushing in, he grinded himself against her folds coating his cock with some of her juices in order to make himself slip in her much easier. With a soft nod from Bendy, Cuphead slowly started to push himself inside her.

"Ah..... So tight....," Cuphead groaned out.

Even if with the stretching she was still so tight. Bendy had shut her eyes tightly as tears of pain slipped down her face. Cuphead had stopped halfway looking at her. He quickly kissed her as she instantly kissed back. He wiped the tears from her eyes.

"Listen. I don't have to put all myself in....," Cuphead spoke gently.

"No... Just let me adjust..... You're just so.... big," Bendy spoke up as she opened her eyes blshing darkly.

Cuphead smirked at her comment as he stayed still waiting for her to tell him to continue. What he wasn't expecting her to was to flip them around and slam herself down onto his cock taking the whole thing in so suddenly. she cried out in both pain and pleasure. Cuphead was in sitting upright holding her shoulders gently.

"What the hell? I told you I could just some of myself in you," Cuphead snapped looking at her tear eyed face.

"I..... I know.... But... Ah..... I wanted you to feel pleasured as well," she spoke out now straddling him in their current position.

Cuphead sighed the anger melted away as he kissed her gently as he decided to let her start it. Bendy started to slowly lift herself off him to point where only his tip stayed inside her. She sunk back down taking it back inside her. The pace was slow and gentle at first as she bobbed up and down on his lap. Cuphead noticed how frustrated Bendy was getting due to the fact she could barely move any faster in this position as the pain had faded to pleasure. Cuphead chuckled lightly as he flipped them around with her back underneath him. He slammed instantly slammed back into her making her cry out in pleasure.

The pace was much faster and rougher now. As Bendy cried out his name repeatedly digging her nails now into his back. She had also wrapped her legs around his waist making him go even deeper inside her. During this these didn't hear the door to the room opening.

"Hey bro glad to see your.... OH GOD," Mug cried out quickly covering his eyes instantly.

Cuphead turned towards the person who would interrupt. A growl of anger escaped his throat as Mug slowly took careful steps back closing the door. Mugs realized he would need to find another place to sleep tonight now....

As soon as Mugs was gone, Cuphead was back at slamming himself inside Bendy. Her cries had practically turned to screams by now as she felt her climax building up.

"Ngh.. C-cup..... I'm so close.... Don't s-stop," she moaned out as she panted heavily.

"W-wasn't pl-planning to," he groaned out now going at a bruising pace.

With one harsh thrust from Cuphead Bendy screamed out his name as she hit her orgasm like a freight train. She had instantly tightened around him as he moaned out her name as he came deep inside her. Cuphead leaned his head onto her shoulder panting lightly as he eventually pulled out of her with a harsh pop. Bendy groaned gently as Cuphead collapsed beside her. He had pulled her against him his hands wrapped around her waist as she used his chest as a pillow. Both panting heavily still.

Bendy lifted her head gently looking at Cuphead as gentle smile crossed her face. "I love you," she quietly spoke to him cuddling close to him.

Cuphead smirked kissing her forehead gently. "I love you too." Both falling asleep together.

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Well, There we go the smut! Hope you enjoyed my god that was long! Also, poor Mugman had to see some of that. Ah well I'll think he'll live, kinda scarred though! Antebellum96 Out!