Milliana walked out of the sushi restaruant. She had enjoyed her battle earlier that day, and was still in a state of euphoria, even though she lost her cool. She meandered through the street back to her hotel, having fun watching the locals she passed by. The wind was slightly chilly, so she put up her hood and wrapped her cape around her body.

The three Fairy Tail Exceeds were walking through the town together. They were still outraged at Raven Tail's deception, but excited about Wendy's win in the arena. Happy was walking closer to Carla than he usually did, but she pretended to not notice. She secretly wished for him to take her hand. She stepped closer to him herself.

Pantherlily, along with the rest of Fairy Tail, knew that Happy and Carla were practically a couple, they were both just too timid to say anything to each other. He knew that they would be a good couple together, but he yearned to have someone to keep him company when Gajeel was off with Levy, which had been happening more and more since they got back from Tenroujima. He was quite lonely.

Walking deep in isolated thoughts, he hardly noticed Happy and Carla speeding up. By the time he had come back to reality, he realized that he had lost them. Judging by the smell, he discerned that they had run off together to the sushi restaruant down the street. He wasn't hungry, just lonely.

"NYAA!" Miliana screamed when she saw the adorable black cat in the street. She ran over and picked him up before Lily knew what she was doing. She hugged him tight and ran to her hotel, which was just around the corner.

Miliana set the kitty on her bed. Lily stared at her.

"Why did you kidnap me?," he asked her in his usual gruff voice.

"NYAAAA! HE TALKS!" Miliana practically fainted.

"Are you okay, cat-girl?," Lily asked. She hugged him close.

"Nyaaa! What a nice boy kitty!" Lily suddenly had the thought of how nice her chest felt against his face. He inhaled her feline scent and noticed something.

"Are...are you in heat?" he inquired. She loosened her arms a little.

"Myaaaybe..." she purred as she gently stroked the scar over his eye. Lily found himself rubbing his whiskers against her soft hand.

"What is your name, cat-girl?, he asked.

"Miliana," she replied, "what's yours?"

"My name is Pantherlily, but your can call me Lily."

"Nya, so cute!" She hugged him to her chest again.

She started rubbing his head and running her hand down his spine. Lily found himself purring. She was so warm and comfortable; he didn't want to leave her arms. Miliana placed Lily back on her bed and kissed his forehead as she continued to pet him.

"I like you, Lily," she said with a huge smile on her face.

"I like you too, Miliana," Lily said, "what if we could be together as more than just a girl and her cat, what if we could be something more?" What on earth was he saying? Did he really like her in that way? She was in heat...and he did think she was VERY attractive...

"Well, kitty, I would love to be with you, but I don't know how that would work between us? We are completely different from each other!" She was in heat, but as much as she loved cats, he was just too small for that.

"Simple," Lily stated. He changed into his battle form. Before Miliana fainted again, he pulled her up on top of him.

"Lily! You're so perfect!," she exclaimed while running her hands over his finely muscled chest, delighting in the feeling of his soft fur between her fingers. Still purring, he reached up and unclasped the cape around her neck, which fell across his thighs. She caught a hold of his arm on its way back down and gently kissed each of his fingers as she removed one of his bracers. He rubbed his hand on her cheek as she took off his other bracer. They landed with a clank on the floor where she dropped them.

He ran his hands over her shoulders and down her back. She arched her back, throughly enjoying being petted by him. He ran his hands down all the way, and pulled Miliana's cape off of his thighs, dropping it on top of his bracers. His hands now brushed against the tops of her thighs, slowly and carefully unfastening her garters.

He wrapped his arms around her waist and flipped himself on top of her. He slipped his fingers underneath the top of her mid-thigh socks and gently slipped them off, admiring her perfect legs. He softly kissed her ankle, and then kissed a few inches above it, and continued kissing up until he was just over halfway up her thighs. Miliana meowed in delight, she had never been touched this way before, and she was throughly enjoying it. Lily stroked her hips as he kissed her thighs in smaller and smaller incriments, pressing his lips against her soft skin.

She grasped the sides of his face and pulled him up so she could kiss him on his lips. He wrapped his hands behind her back and unfastened her bikini top. His kisses followed her jawline to her ear, and he nibbled on her earlobe a little. Her legs crossed behind his back, pulling him closer to her. He slowly kissed down her neck, and then followed along her collarbone to her shoulder and back to her neck.

He kissed down and pulled her top completely off with his teeth. With a jerk of his head, the top joined his bracers and her cape. He grabbed her perfect breast in his hand and gently sucked on it. She meowed even louder with pleasure, tangling her fingers in the fur on the back of his head, delighting in the feel of his whiskers on her bare chest.

She tried her best to flip back over so she was on top, but he wouldn't budge.

"What is it you wanna do?," he purred into her ear.

She weakly tugged at the top of his pants, powerless against his strong body. He gently unwrapped her legs from around her and removed his greaves from his shins, and slowly slid off his pants.

Miliana gasped and let out a little giggle in delight, as Lily had another patch of white on his lower belly. She gently rubbed his white patch, enjoying the almost pained look on his face.

He growled and leapt back on top of her, pinning her wrists down with his hands, and using his legs to hold hers down. He moved both her wrists into one had, pinned above her head, while he slid the other one down her stomach. He hooked his fingers underneath his panties, and gently massaged her, enchanted by the way she reacted to his touch. He pulled off her panties and whispered into her ear.

"Are you ready?"

"Nyaaaa..." was all she could gasp out, wrapping her legs around his waist once again. She was begging him with her eyes. He rubbed his tip against her.

"Are you sure?" He was enjoying teasing her.

She squeezed her legs tighter around him, pushing him into her. Miliana's moan of pleasure made Lily even more excited. He started thrusting into her, loving the way she felt around him.

"Too...fast...," Miliana was barely audible between her moans. He slowed down, he wrapped his arms underneath her shoulder blades, hugging her close as he made love to her. Her moaning got louder and louder as he slowly went faster and deeper.

Her back arched as she got closer and closer to her climax. Her groans and moans made Lily closer to his climax as well. Their rhythm became faster and faster, more and more feral and wild. Finally, they both climaxed simultaneously, staring into each other's eyes.

Lily could no longer stay in his battle form, and went back into being a small cat. He curled up on her bare chest and she stroked him until he fell asleep on her.