Her whispered affirmation for Shirou's affection was all he had ever hoped to hear as he slowly embraced her. Since the day he saw her all those years ago, the woman he was smitten with was finally in his arms. He remembers the words Kiritsugu once told him that night on the wooden walkway, facing out towards the courtyard as he told Shirou that he would one day find the woman right for him.

"Thanks again, old man. I found her" he thought to himself, smiling gently at the memory of that day.

Looking towards her again, Shirou took in her form once more. Her eyes still held that beautiful shade of yellow, her wrinkled skin seemed to be illuminated under the dull light of the workshop, and more so than ever her form held a fragility that Shirou found inviting.

In the face of this, Shirou found his pants slowly growing tighter much to his chagrin.

Noticing this in their embrace, Zouken's eyes momentarily widens in surprise before quickly gaining a sultry grin. From anyone else's perspective this would come across as a sinister grin that promised pain, but to Shirou it was perhaps among the most attractive faces he had ever seen in his life.

"My, what do we have here? Is this for me, young man?" she said in a suggestive tone, her eyes gleaming with a certain light as she palmed the boy's erection with her weathered hand, slowly rubbing his afflicted area with an experienced grace.

"I..I..uh, don't w-", Shirou stuttered, obviously embarrassed and aroused by the old worm's ministrations.

"Don't want what? Use your words now, " the magus teased, slowly working her finger tip up the base and along the crevice of his cock, causing the boy to slightly jitter upward and breath ever so slightly harder. The sound of buzzing the room intensified as did Shirou's arousal.

"I..I just don't want to this to be about s-sex, is all," Shirou finally stammered out, the old magus' delicate touch slowly proving to be too much for him.

The dynamic from merely a moment ago had completely flipped in Zouken's favor. Shirou's inexperience in sexual acts had left him at a great disadvantage. One that Zouken had quickly taken advantage of.

Zouken giggled as she continued her assault "Ah, is that so? You are a sweet little thing, such a gentleman. However," she paused, as her other hand cupped the boy's cheek and gave a raspy chuckle, "Didn't you say you wanted to prove your affections to me?"

"Yes, b-but Zou-chan, I just can't-!" He was cut off from Zouken's worn finger to his lips.

"Now, now, it's important for men to prove their resolve, is it not? So.."

She trailed off, as she forgoed her gentle ministrations and aggressively clutched his penis in the palm of her hand, eliciting an aroused and embarrassed yelp from the overwhelmed youngster. Slowly, she leaned into his ear before continuing, and whispering in a seductive yet wheezy voice..

"...prove it to me~"

"O-okay," The young magus mumbled softly, convinced both out of love and lust for the old worm. If this is what she wanted to prove that he loves her, who was he to deny her?

"Delightful. Now come, we shall continue this in my quarters and I need to...freshen up" Zouken said with a knowing smile, as she withdrew her hold of Shirou's manhood and made her way towards the exit of the workshop.

Shirou still stood in place, paralyzed over what just happened not only a moment ago.

"Are you coming or do I need to convince you some more, young man?" she paused at the exit, calling out to the stunned young man.

"I already did-I mean, yes. I mean, no I'm coming!" Shirou stuttered slowly, coming out of his daze.

The corners of Zouken's cracked lips once more jutted up at the boy's incoherent reply and once more gave a wheezing chuckle.

"Yes, I do believe I will enjoy eating you right up, young Shirou."

The bedroom Shirou found himself was ornate, if not somewhat gaudy to most onlookers. Around him, polished mahogany seems to stitch endlessly in the surprisingly spacious room, with opulent rugs and other furnishings that seemingly looks as if it came straight out of the early 19th century, with the bed he was currently residing on being massive in comparison to his, as it was adorned with in crimson brocaded silk.

The crackle of the fireplace and the noise running the bathroom behind him did little to distract his nerves. Directly above it was a portrait of Zouken herself. Or rather, a portrait of what she once was.

Shirou could look upon the rather grandiose painting. Her cobalt hair came to the mid of her back, her sharp eyes seemed to stare and follow him with a cool and impassive expression upon her young and admittedly beautiful face. Shirou couldn't deny the beauty a young Zouken possessed.

However, he fell in love with the Zouken of the present. So, the past mattered little in this case.

With his mind preoccupied, he failed to notice that the noise in the bathroom had ceased.

"I was quite the beauty, no?"

The crackled voice jolted Shirou from his thoughts, as he turned to see the object of his affection. Immediately, the boy's mind holds upon seeing what she's wearing.

The old worm was dressed up in a cherry red see-through nightgown that stretched past her knees, which was decorated by stockings of the same color. Underneath, Shirou could see her in all her glory. Her greyish skin is still moist from the shower, with the red nightie used to further accentuate her skin tone. Her wig is still in place but has been fashioned to the side of her nape.

The stockings' silken lace seem to tighten around her wrinkled thighs and rear and they seem to bulge past the lingerie itself. Her blubbery and veiny breasts seem to extend down to her stomach to an extent, as her large areola are notably darker than the rest of her skin as her nipples seem to protrude and seemingly move almost unnaturally. Her vagina visible in the translucent gown, with a pronounced clit and patch of hair to embellish it.

In all his life, Shirou has never been harder.

"Close your mouth, boy. You're liable to let a fly in there if you keep it open like that", said the old magus, as she sauntered from the bathroom door and towards Shirou.

Stopping in front of the young man, she continued. "Unless that is what you are hoping for, then I would be happy to oblige."


"My, you truly do find me attractive don't you?" questioned Zouken, standing in front of the buffudled adolescent.

This question seemed to rouse Shirou from his stupor somewhat, as looked at the source of his affection in their eyes before replying, "Of course, I find you to be the most beautiful woman I ever met. I wouldn't be here if I didn't think that was the truth." Shirou gave his heartfelt reply.

The old magus seem to have stilted and looked towards the boys' face intently. She looked into his eyes searching for any last minute lies or ulterior motives but found none. The young magus' love and confession was genuine and Zouken found herself silently stunned once more, arousing a distant yet familiar feeling from ages' past.

This damn brat...

She didn't hate it though.

"Well then…" she trailed off as she crouched in front of the young man bending her knees, as she grabbed hold of his crotch, the amatuer magus blushing up a storm in reponse. "I suppose such honesty deserves a reward."

Her wrinkled yet skilled hand groping his crotch before unzipping his trousers and yanking his fly open to reveal Shriou's modest sized penis, hard and needy.

"What do we have here, then?" Her hand snaked south, and cupped round the boys' engorged dick; her fingers gently but firmly clasping the underside of slowly dragging the member up and down in her ragged hand, causing Shirou to gasp from the overwhelming sensation.

"Someone is pleased~" Her voice was jagged yet husky. "You are quite sensitive, boy." She continued her fervent handjob as Zouken's other hand cupped the balls of the increasingly disheveled youth.

Shirou found himself experiencing sensations he had never felt before in his short life: That of an experienced woman. His light gasps and grunts from her touch alone, gave the grandmother a pleasant, warm throb in her core. A light buzzing and squelching could be heard emanating from her nether regions as she found herself getting excited.

"I should tell you now before going any further," she spoke softly in her crackling voice as she leant forward, her breaths becoming increasingly erratic as her chapped lips lingered over his cock.

"Just as you intend to make me yours.."

Zouken licks the underside of his cock with her elongated tongue, from base to tip, sending a shockwave of ecstasy through the young man.

"..I intend to mark you as mine."

The worm wasted no time and devoured her young lover's cock in full as she hungrily lapped at his manhood.

Shirou's eyes widened in ecstasy as the woman he loved aggressively gave him head. Barely being able to half-haul himself up upon his elbows as his fingers held on to the silken bedsheets for dear life.

Shirou could only describe the old matriarch's mouth as heavenly. Her decrepit and warm mouth felt as if it was constricting and contracting near constantly. At the same time, a nondescript hum seemed to reverberate inside her mouth as if his cock was being vibrated.

Zouken's tongue wormed its way underneath her lover's foreskin, swirling under it while working the bulbous tip with an unmatched dexterity, a wet, slopping sound echoing within the room.

"Z-zouken...O-oh god"

Shirou gritted out, barely managing to get a word out before gasping from the overwhelming sensations. Zouken gave a happy moan as she seemingly began to distend her neck and a squealing could be heard coming from the elder's throat, serving as a warning before Shirou's mind blanked once more. A slimy presence could be felt on the head of the boy's penis, squirming erratically on the tip.

The woman looked up towards the youth slowing down her rapid suction, her face half-turned from one side before gaining a sultry look in her eyes before slowly working her lips up and down his shaft, as his cockhead was being aggresively milked by a crest worm.


The dual sensations proved to be too much for the young man. Static bristled within his mind as a soundless gasp escaped Shirou's lips, as he finally came into the matriarch's mouth. Zouken's eyes fixated on her lover's face as she continued her slow and fast deepthroat, intended to extract as much as she could from the young man.

The young's magus' powerful spurts splattered itself into the old worm's mouth, the crest worm gorging itself on the semen. The spurts weakened in strength until it had no more left to give. Leaving Shirou winded, chest heaving on the edge of the bed. Slowly extracting herself from the youth's crotch with an audible pop and standing up, she wiped her now moistened lips with a sharpened smirk forming on her worn face as she readjusted her wig.

"Seems I still got it, even after all these years" the magus thought to herself, rather proud of the state she put her young lover through.

"Z-zouken, t-that was amazing, I never felt that way before." Shirou stammered out, still recovering from oral assault. The Matou stared down saucily at the young man, as she cupped his chin and tilted it towards her.

"You also did quite well, lasting as long as you did. Though it could be better but do not worry," she trailed off, patting the side of his face like a grandmother would when their grandchild did a good job. She made her way onto the center of the bed. "I will be sure to train you well.

"Now, strip."


"How long are you going to stay dressed, boy. Don't keep me waiting"

The boy stalled before the dots seemed to connect and Shirou began to undress in a hurry. The old matriarch traced her eyes over the young man's form as he undressed, gazing upon his athletic body with a hungered look. The pleasant and warm throb returned as her mind wandered.

"Ah, how long has it truly been? A century perhaps? Two?" Zouken wondered to herself. It has truly been centuries since she has been in a lover's embrace. Too distracted by her goals for the Holy Grail. And by the time she could have even considered such a prospect, her beauty of her "youth" had all but disappeared by then. Her figure reduced to that of a hunched corpse of her former self. No sane or self respecting man would ever feel attraction to such a wasted and antiquated figure, she thought.

"Or so I thought," she mused to herself as the blushing redhead finally undressed, made his way onto the center of the bed, kneeling on the bed obviously embarrassed. "It seems kids these days have the strangest interests"

Bringing her attention back to the youth at hand, she spoke with a gravelly voice. "Now, young Shirou. It's time you returned the favor."

Spreading her legs wide to make her crotch visible, her pussy winking in arousal. Her arm propping up her gangly, veiny breasts as they dangled over her arm. She smirked as she continued.

"Now be a sweetie and moisten me up."

"O-okay. I'll do my best," Shirou answered, fervent to please his girlfriend. He approached the matriarch's crotch with an eager apprehension. His face as red as his hair, he then asks. "S-so how do you want me to-"

"Use your fingers first, then your mouth. Come now, go on." The magus said rather impatiently, finding herself surprisingly needy after so long.

Wordlessly, the youngster started to slowly finger his lover's elderly snatch. It eagerly sucked in the appendage. The texture was unlike anything Shirou felt. Warm, slimy and the same buzzing hum he felt when he was in Zouken's mouth but even more intense.

"Yes...go on.."

Compelled to please, Shirou pumped his finger in and out of the wrinkled cunt, increasing in speed as the crotch began to squeeze on the redhead's finger.

"Yes, yes more, give me more boy…!" Zouken exclaimed in a raspy moan. Encouraged by his lover's reactions, he added two more fingers with the squelching tightness as the buzzing hum increased, a soft vibrating accompanying the rapid fingerbanging. Zouken's protruding and puffy clit winked in front of him. In the heat of the moment, the boy found himself licking the protrusion. Resulting in a rather in a squeal from Zouken, or rather the closest thing to a squeal the elder magus could muster.

"Yes...good boy!...O-ooh keeping doing that." Zouken mouth wide open in pleasure and giving hoarse and short gasps. She gripped a handful of Shirou's redhair before pushing him further onto her clit, her other hand playing with her elongated nipple. Shirou continued his assault on his lover's clit, nibbling and sucking in gusto at the lobe as he continued his impassioned fingering.

"Yes, yes there it is..! You're doing good, boy"

Spurred further by her reactions, Shirou would begin tonguing Zouken's warm passage as his fingers played with her sensitive clit. Though before he could go any further he found his head tugged upward, with a flustered Zouken giving what would be seen as titillating on any other woman but came across as almost menacing on the ancient magus.

"You did well, but that should be enough foreplay"

"B-but you haven't-"

Placing her hand on his chin, cutting him off, she chuckled. "Oh I intend to, young man. But I intend to come from the real thing." she grasped the redhead's semi-hard manhood, which quickly engorged itself with blood at her touch. She smiled, glad to see the youth's body was as honest as he was.

"Now boy..."

The Matou matriarch laid back onto the bed, her hand leaving the youngster's cock. Using her fingers, she opened her winking and moistened crotch with her legs extended and knees bent.

"...time for you to become a man."

Seeing the woman he loved for years offer herself to him in such a provocative way and having already been driven to edge more than enough in a single night, Shirou found himself unable to resist as he approached Zouken's thirsty snatch, his bulbous head at the entrance. Despite this, he found it in himself to halt his advances long enough and kiss the woman on the lips, surprising the elder. The kiss was clumsy and amateurish but the intent was nonetheless delivered, as he looked the love of his life in the eyes.

"I love you, Zouken Matou," Shirou proclaimed with a clear, focused gaze. Unlike how he was even moments ago, the boy's steely will manifested in a moment of genuine honesty that Zouken was once again stunned by.

Clearly caught off guard, Zouken was unable to give a proper answer, instead she self-consciously responded with slight snark. "Ridiculous. A brat like you loving an old woman like me. Something most truly be wrong in that head of yours"

Undeterred, Shirou merely smiled as he responded knowingly. "It's okay, Zou-chan. I know you feel the same so you don't have to be so embarrassed"

This uppity brat...

Unable to properly respond to Shirou instantly seeing through her failed attempt at deflection, she simply gave him a slight scowl before grabbing the young man's firm buttocks in both hands.

"Embarrassed you say? Don't get cocky, brat. In case you forgot…," she trailed off, Zouken's scowl turning into a mischievous grin. One that would look sinister to anyone other than Shirou. "I'm the one teaching you."

Zouken pushed Shirou's hips forward, penetrating the old worm to the base with his cock. Shirou's mind once again blanking. The sensations were like nothing like he ever felt before. If Zouken's mouth was intent on milking him, then her snatch was to drain him. The slimy, slick tightening & squeezing of her tunnel and the static-like buzzing emanated all around him, bringing him to the brink.

Zouken was no better. Her eyes glazed, having long since forgotten the sensation of a man's cock after centuries of abstinence.

"That's it, nice and snug inside of me. It feels good doesn't it boy, so wet and tight around your big cock~" she mewled as she rolled her hips on the bed. Her sagging breasts shuddered as the boy began to thrust in and out of Zouken haphazardly but no less intensely. Her insides twisting and swerving around the boy's cock as her stretchy flesh bounces up and down alongside her breast, her worms intent on gorging themselves on the redhead's palatable semen.

"Fuck me! Keep it going! Fuck me!" she rasped, her voice throaty and deep from need. Her aged and long fingers squeezing her young lover's ass as he paced back and forth inside her fluctuating cunt, her wig seemingly flying off in the process of the rough lovemaking.

"Y-you're so beautiful, Zou-chan. You feel so good" Shirou managed the strength to stammer out, his focus entirely on the woman below him. On a whim he would grab Zouken's veiny tit and began suckling on the enlarged nipple, nibbling and suckiling on it in his mouth as he did Zouken's clit only moments ago

"Yes, good boy! Men can't get enough breasts no matter the age now can they?" the matriarch mused throatily, a gravelly chuckle leaving her throat. Shirou responded by grabbing her other flailing tit and sucking upon that one in tandem.

Shirou's tight and rapid thrusts as he heard her moan and praise him in her aroused, sensual voice spurned him. Her body seemingly shifted subtly as he felt a similar feeling grasp his cockhead when he was in the aged magus' mouth, as pre-cum began to leak from his tip. Shirou found himself reaching climax when, with the twist of her hips, Shirou found himself flat on his back and under the impassioned Matou.

"My turn now, you cheeky brat." she purred, or atleast, what Shirou thought was a purr. She straddled the tip of his head to her entrance before slamming down back to the base. Both groaned in ecstasy as she continued her long and hard thrusts upon the young man's sizable cock. Her wet snatch swarming to milk the young man under her. Her stretchy skin reverberated with the impact of her elderly vein-riddled hips with his pelvis, as it squished and yielded to the force of impact. Shirou's hands find themselves on her hips, his hands digging into them and underneath her lace straps as she swerved and rotated her flabby thighs.

"Yes, now that's better", she emphasized the last word with a particular hard slam, sliding up and down the boy's shaft, smelting it deep within her core. Shirou could do nothing but agree with a clenched grunt as she bucked widely into him. "This is what a brat ...ohhhh, l-like you get for talking back. So just lay there and, uph take it."

"Z-zou-chan, I-I'm going to..!"

Zouken replied by tightening like a vice, continuing to hammer herself on her lover's cock as she placed her hands upon the redhead's chest. Eyes shut and his breaths rasping through clenched teeth, Shirou grasped the back of Zouken's head as he lined it up with his as he brought her to his lips as he began to buck wildly upward, matching her thrusts. Stunned only momentarily she returned the kiss passionately, a strand of saliva linking to two as her loose and wrinkled skin distending over the youth's abdomen as their lower bodies repeatedly made contact.

Both had lost themselves in pleasure, their foreheads pressed against another. Zouken's open and drooling mouth, Shirou's eyes clenching. Fingers intertwined. Shared sensations narrowing into a singular moment of bliss.

"Zou-chan," Shirou whispered, speaking her name in elation. A final thrust into her as her body quivered from orgasm, a long breathy groan into his ear as he released inside her, before he briefly lost all awareness, overcome by pleasure.

Both breathing heavily and smeared against each other, covered in fluids. Shirou wrapped his arms lovingly around Zouken, the woman doing nothing to fight against it.

"I love you, Zou-chan"

Still coming off her orgasmic high she replied, "Again, you said it again...mmh. What strange brat you are." The redhead's manhood slowly softened within her.

"I just know what I want." explained Shirou matter-of-factly.

"What a peculiar thing to say after orgasming inside me"

"Don't worry, Zou-chan, I'll take responsibility"

Zouken gave the redhead the boy a deadpan stare or as close to one as she could manage in her state.

Flicking the dense youth's head with her finger, she elaborated, "Boy I am long past the point where I could get impregnated. So you need not worry."

Shirou looked somewhat disappointed before nodding his head in understanding, "Got it. We can still get married though right?"

"My, you don't give up do you? Are you that insistent on making me an 'Emiya'?"

"Emiya, Matou, it doesn't matter to me as long as we are together". Shirou stauntly replied, causing the woman to once again search his face. Her impassive gaze became a small smile as she began tracing his jawline.



"My real name. Before I was Zouken Matou, it was Zolgen Makiri. When we are together like this, you can call me Zolgen if you wish."

The young magus' eyes widen before offering a sheepish smile of his own, "Sure thing, but I kind of gotten used to saying Zou-chan to be honest"

"Yes, you and that foolish nickname you have for me"

"Oh don't be like that, you like it. Why don't you come up with a nickname for me so we can make it even." He offered his lover.

"I do have one for you. It's 'boy'"

"That's not a nickname."

"Of course it is."

Shirou pouted indignantly. "Come on give me another nickname aside from 'boy.'"

"Sorry, I've gotten 'used to it'" Zouken smugly stated, smiling with her dimples pronounced. Her greyish, loose skin jiggled slightly from her raspy chuckles.

"Don't worry, boy, it's a term of affection I assure you," Shirou perked up at that.

"So you admit it. You love me."

Snorting, the woman averted her gaze from the too earnest stare. "Yes, yes, I'll admit I have some affection for you. But I didn't say love."

"I'd believe that, if you didn't clench around me when I said, I love you" Zouken's non-existent brow twitched in annoyance as Shirou grinned assuredly. Cheeky brat.

"Hmph, whatever you say, boy"

"I'll get you to say it one of these days, Zou-chan"

"We'll see. Now off to bed, you've worn out my back. You shouldn't be so rough with the elderly."

"Yes, ma'am-wait I'm not that tired ye-"

He was cut off by Zouken, flicking the boy's forehead as his eyes became half-lidded and hazy before his consciousness faded into sleep. Zouken, no, Zolgen looked upon the now peacefully sleeping Shirou Emiya. Before giving a heartfelt albeit still unnerving smile as she gently stroked his hair.

"I love you too, silly boy"

Having said her piece. She snapped her aged fingers, magecraft snuffing out the fireplace and ornate lights within the room as she too, would head to slumber. More fulfilled than she's felt in years as she laid her head next to Shirou.

In the next room over, a moss haired teen would lay upon his bed staring forward toward the ceiling.

His eyelids heavy, his eyes dead as he was on the inside.

Shinji had woken up from strange sounds coming from the next room over. Grandmother's bedroom in fact.

He had heard both his grandmother and Emiya enter and it didn't take long to figure out what they were doing. Especially considering he heard it all, due to grandmother not remembering or simply not caring to use soundproof magecraft or even cast a boundary field to mask the sounds. Subjecting him to every sound, grunt and moan.

Hearing his disgusting, saggy worm riddled grandmother for the lack of a better term, getting dicked to Kingdom Come. Shinju only had one articulate response to this as he continued to stare forward towards the ceiling of his room.

"I want to fucking kill myself."