Marcus blinked. He stood up and studied his surroundings. He was in a huge, open plain, colored brown.  The landscape seemed to curve upward off in the distance. He also couldn't help but notice he was completely naked. Marcus put the pieces together. Zalli had clearly shrunken him, and probably herself as well. Though he couldn't see her anywhere.

"Alright, Zalli. Where exactly are we?" He called.

"The inside of your breastplate" boomed a thunderous voice above him.

Marcus looked up, and stepped back in surprise. Apparently Zalli had shrunken him a bit more than herself. That was the only explanation for why she stared down at him at what appeared to be a height of fifty feet.

"Well, that explains the brown." Marcus replied, recalling his armor was hard leather.

"Ah, and at this size, our 'third wheel' won't wake no matter how loud we get."

"I guess. Though in that sense, , I would've expected you to be the smaller one, what with how much noise you make." Admittedly, this was hardly the first time Zalli had pulled something like this. Zalli was a bit of a nymphomaniac. Sex was one of her favorite pastimes, especially shrunken sex. In fact, thanks to her, neither him or Lyandra were virgins, though Lyandra was too embarrassed by it to admit it.

"Ooh, mighty brave of you to say, considering I'm the one with the power in this situation." As she said this, Zalli gave Marcus a light flick. It sent him head over heels, landing flat on his stomach.

"Oof... point taken." He said as he got back to his feet. Now Zalli focused her attention on Marcus's penis, which was now half-erect.

"Now, enough flirting. I think someone's getting a little impatient."

Zalli reached down and picked Marcus up with one hand. She then used her other hand's thumb and index finger to stroke Marcus's penis. The sensation sent shockwaves through his body. He groaned from the pleasure it brought him.

Zalli continued until his penis was three quarters erect. "Time for that meal I mentioned," she said with a smile. She brought Marcus's body up to her face, in front of her mouth. Her tongue seemed from between her lips, and gave his crotch a wet lick. Marcus groaned again. "Don't blow it yet, we're only starting," Zalli said teasingly. Now she pushed Marcus's penis between her lips. She began licking and sucking it, causing it to grow fully erect.

Marcus couldn't stop moaning from the incredible feeling it gave him. His penis felt like it would melt off at any moment. He remembered that he'd only minutes ago been kissing these lips like the two were a lovestruck couple. No those some lips were licking his cock like candy. That thought turned him on even more.

He was reaching climax rapidly. "'bout to blow!" he called, right as he came straight into Zalli's mouth. The Shrikk held him to her mouth as he squirted and squirted his juices into it. When he finished, she withdrew him, and began tasting his cum. "Mmm... reminds me of raw fish," she remarked as she swallowed. "Delicious."

She rotated her grip on marcus so his feet pointed to her face. "Now, your turn to service me."

Zalli inserted Marcus into her mouth feet-first. She began sucking on him, coating him in her saliva. Then she let him slide out, down her neck, and into her cleavage. She grabbed her breasts and squeezed them together, squishing Marcus in a sandwich of flesh. She pumped them, in and out and in and out. The whole time she played with her nipples, turning herself on more and more. She moaned. Marcus felt her skin get hotter. He had a hunch where this was going.

Sure enough, Zalli soon plucked him from her breasts, and moved him even further down, to her hungry vagina. She positioned him feet-first again, though now for a different set of lips. She spread her opening large enough, and plowed Marcus in. He found himself shoulder deep into her nether region, covered in her lusty juices. She pulled him out, and thrust him back in, harder this time. Her moans grew louder and louder, while Marcus was pushed in deeper and deeper. Soon he was fully inserted, Zalli holding him by his head with two fingers, still thrusting and thrusting. Marcus felt her muscles push in on him harder and harder, telling him Zalli was close. She moaned. And she moaned. And she moaned. And, finally she screamed. The muscles around Marcus pushed down on him harder that ever. He was thankful he didn't get crushed by them.

The squeezing stopped, and Zalli retracted Marcus from her lips. She smiled down at him. then she placed him against her chest, held by her palm. One again, the two were engulfed in light.

Marcus and Zalli lay together in the tent, full sized, amongst blankets and a pile of Marcus's clothes. Zalli was dressed again, for she wore a magical gown, which she could "zap" on and off. It even shrank and regrew with her, rather handy.

Marcus gazed into Zalli's eyes. She looked back. The two smiled, and kissed.

Then, Zalli's eyes looked past him, out of the tent. Marcus followed her gaze, and saw it landed on Lyandra's tent. He looked and Zalli, who had a smirk on her face.

"Hey, the night's still young. What do you say we do a little 'exploring'?" she said in a playful tone.

"But-" Zalli put a finger to Marcus's lips, silencing him.

"Shhh. Don't worry, she won't mind. She won't even know we're there," she said, winking.