It was late at night, Maka was sitting in her room in the dark, she was down, she didn't know why she just was. There was a knock on the door, she didn't bother to answer it. It was Blair, the witch cat who slightly got on her nerves when she tempted Soul. She didn't know why that got on her nerves but it did.

"Why ya got the lights off, Maka?" Blair questions as she goes and turns them on.

Maka squints as she tries to get used to the light in her face again. "I didn't feel like having it on..."

"Oh...Want me to turn it off again?" She questions.

"Nah...It's fine." Maka replies.

Blair looks over at her while she twirled her hair in her hand, she smiled and jumps on the bed sitting next to her. "What's wrong, you seem kind of down."

"I really don't know...I came home feeling this way..." Maka replies.

"Hmm...Maybe your horny?" Blair questions.

Maka blushes and coughs. "No, I'm not, Blair." Maka replies.

"Well your not...But I am." Blair says with a smile that soon turned into a smirk.

"You should probably find Soul...He could help you with that." Maka says feeling that sad feeling again.

"But I don't want Soul." Blair says.

"Oh really, You've been after him for this whole time, how could you not?" Maka questions.

Soon Maka was pinned down to the bed, above her was Blair staring down at her soon Blair's lips were placed on a shocked Maka's. Maka kissed the purple haired witch back, Maka moaned feeling the touch of Blair's fingertips travel under her shirt touching her skin making goosebumps.

It felt strange for Maka but she brushed it off, it felt great. She blushed feeling Blair's tongue brush against her bottom lip, she opened her mouth allowing the cat girl into her mouth, she moaned as she felt Blair's tongue brush against hers.

She moaned out into the kiss louder as she felt Blair pinch her nipples, Maka pulled away from the kiss pushing the cat girl away standing up facing her blushing like crazy, Blair only sat on her bed with a pouty look.

"Maka, Why did you move away. Didn't you enjoy what I was doing?" Blair questions.

"Y-Yeah...But we shouldn't..." Maka replies.

"It's Soul, isn't it, you like him, huh?" Blair questions.

"I-It's not Soul...Soul and I are friends...He seems to like you a lot so it would be wrong...Plus I've never been with a girl...Actually no one..." Maka says blushing harder.

"B-But I don't like him...I'm interested in you, You're so cute, Come on. I'll take care of you, my sweet Maka-Chan." Blair says getting closer to the blonde pulling her back down onto the bed kissing her.

Maka kissed her back wrapping her arms around her neck, Blair pulls away and removes Maka yellow shirt as well as unbuttoning her white long sleeved shirt, leaving her in her light pink bra, Blair smiled and licked Maka's neck making her mewl a little, Blair smirked before nipping at her neck making her moan slightly.

Blair straddled the young girl, she took off her black jacket as well as un did her black bra shirt leaving her big boobs to hang out, Maka blushed slightly jealous at her breast size. Maka herself removed her own bra. She crossed her arms hiding them feeling self-conscious about them only Blair removed her hands pinning them above her head.

She bent down lapping at one making her moan a little, Blair removed her hands from above her and used the other to play with the other one, pulling and pinching making Maka squirm and moan under her. Blair removed the rest of Maka's garment as well as her own, Maka was beyond shocked, blushing madly at the situation.

Blair kissed her forehead and then placed her lips on Maka's kissing her passionately, Maka kissed back her hands resting on Blair's breasts, Blair's hand traveled down touching Maka's stomach before reaching below her, she touched her inner thighs before brushing her finger against her womanhood making her whine.

"Blair, No teasing!" Maka shouts.

"Someone's eager...Aww my Maka's so cute when desperate." Blair coos.

"S-Shut it." Maka snaps slightly.

Blair slid a finger inside Maka wiggling it around, Maka winced at the strange object in her, Blair wasted no time and slid in another finger thrusting them out of her, in and out at a fast speed. Maka moaning out, Blair began to scissor inside her making Maka throw her head back moaning out in pleasure. Blair kissed down her chest before reaching her breasts, she licked circles around Maka's nipple erecting it, she latched onto it sucking on it running her tongue around it. Blair picked up her speed thrusting harder and faster inside her, she added another finger. Maka could feel herself being stretched. She moaned out more and more.

Maka felt her legs began to shake, she soon released on Blair's hand moaning out loud, This made Blair cum as well with a shriek. The two lay there panting, Blair pulled out and laid next to Maka, she wrapped the blanket around them and soon the two fall asleep.

~~~~~
"Maka, Hurry up, I'm starving!" Soul shouts not bothering to walk in, his eyes went wide at the scene. "I'll make something myself..."

He leaves.