He had taken her in his arms and laid her out lengthwise on her bed, the comforter softer than her chaise. It gave them more space to spread out. Desperation and embarrassment had her eyes half-shut as she shivered at his gentle touch, and it made her look so vulnerable and needy. With a blush staining his face, reaching up under his mask, Chat admired the incongruity of her.

Her nipples were just barely visible through her loose shirt, capping her breasts, and she had let him strip off her pants so that all she wore on her ... lower body was a pair of grey boxers.

The fabric deformed with her erection, jutting into the air.

He had to let her loose - had to see.

A nod was all the permission he needed to curl his fingers around the waistband of her boxers and pull them down her shapely thighs. Her cock dragged down, caught for a moment, before bouncing back upwards to strain towards her skylight as she watched him, so open and honest and clearly desperate to not see disgust in his face.

He brightened like a child opening up a much-longed-for Christmas present.

It was almost too much for Chat to take in – almost too much for him to believe – as he watched Marinette hunch her hips, the thick and heavily-veined cock thrusting up feebly into the air as if instinctively she was desperately trying to find something to fuck. The bulbous shaft was tipped with a heavy, red head that was already leaking, dribbling, pouring really! All at the thought of what he was going to do. His mind told him that her writhing and the great tremors that raced through her cock were somehow unnatural – that he shouldn't find it so damnably alluring that he could almost taste her on the air as he panted and wondered which was more beautiful: those delicately soft orbs between her legs or the glistening, wet lips that were spreading open, half-hidden behind them as he leaned in to get a closer look.

"Please, Chat!" Marinette whined, her pouty pink lips that looked so flushed and engorged with need trembling as she groped for Chat's hand, trying to pull him towards her cock. "I need this. It hurts and – and make me feel beautiful again, please!"

But of course she was.

Thrilling and straining in his costume, he reached forward for a moment before recognizing that the clawed-gloves on his hands would be less than pleasant, so with a few quick and awkward motions, careful not to cut himself in his haste to feel the heat of Marinette's pulsing shaft in his hand, he used his left hand to trim around the wrist of his right gauntlet and then tug it off.

Her cock was warm and soft in his palm as she screwed up her face and panted, as if trying to hold back from gasping at the forbidden and strange pleasure.

A few experimental and feather-light jerks, his fingers barely touching her broke that resolve, had her gasping and a sumptuous moan burst from her lips. With a grin because she was feeling good, he slicked his bare thumb over her head, spreading the copious dribble of precum.

Shouldn't he have been hesitating? Uncertain?

She bucked and writhed and screamed silently because he knew what that would do from personal experience, and she was so beautiful, cock and all.

Nope. Kagami was completely right. No hesitation in anything.

Originally, he'd intended just to ease her into masturbating and maybe let her take over for him after a few minutes, but he couldn't let go and the smell of her, and the desperate contortions she made while he slowly stroked her cock were too much. He had to taste her!

She watched him with blown eyes as he leaned in towards her twitching shaft, enthralled by the redness of the head, the thick veins that ran its length, the curved ridge that ran up to the urethra and the salty-musky smell that had his head swimming. She could have stopped him, and he was watching for any sign of discomfort. A signal that she didn't want this, but she licked her lips and he couldn't hold back any longer.

The tip of his tongue hit the base of her, right above her balls, which he was cradling and fondling with his bare hand to make this as pleasurable as he could for her because if it was – if it was and if he was good, then maybe she'd let him do this again!

The way her hips leapt off the bed only encouraged him to press his tongue in fully, the salt and musk bursting in his mouth, leaving him thirsty, and drag a long, slow lick up the length of her that had her trembling and biting down on her hand, flushed and broken, when he flicked the sensitive head of her.

He was right. Lady-dicks were the epitome of innocence, cuteness, and tastiness.

Purring and mewling deep in his chest like a contented kitten, he relished the time spent between her legs, snuffling up to the little cleft between her balls and rubbing the tip of his nose to the base of her cock. They were thick and heavy against his chin and he drew in shuddering breaths as he pumped her slowly, getting her shaft nice and slick while she bucked and whimpered at the alien sensation of having her dick stroked. The musky sweetness of her precum alongside the odour that wafted up from the heated wet lips between her legs almost had him delving lower, but instead he restrained himself to angling his head and beginning to hungrily kiss the exposed, hairless balls.

"You smell so good, Mari," he hummed, causing her to shudder as the vibrations sank into her balls and, surely, her quivering cunt as well. The half-drunk praise had Marinette staring down at him in stunned disbelief, jamming her teeth into her lip as she clutched at the sides of her while he suckled at the base of her penis and then swirled his tongue over her balls.

Accidentally-on-purpose, he couldn't tell because he was lost in the feeling of rough, almost pebbly skin in his mouth and the contrast with the smooth expanse at the base of her cock, he might have caught the edge of her pussy.

"Oh, god!" Marinette gasped, her pretty bluebell eyes darkening and beginning to glaze over and Chat wanted to see that look every day – the look that told him he was doing so good for her and making her feel good and that he was wanted and desired and needed. "Don'tstopChatplease!"

As he enjoyed the twitches that raced through her cock and had it trembling against his cheek and the increasingly salty flavour of her, he couldn't believe how much he loved this – loved this feeling of power over her as he broke her down and popped one of those sweet, succulent orbs into his mouth to roll it with his tongue and suckle it lightly while he splayed out between her legs on the mattress and brought her thighs over his shoulders. They squeezed, trying to bring him in closer to her.

Was he gay? Could even a bi guy like sucking and fondling a pair of balls this much?

Shit. He had to do this with somebody else to find out.

It was a feast for all of his senses as she rocked into his hand, scalding hot against his palm, and the noises she made, desperate coos and inarticulate pleas, made him puff up with pride at the sinfully divine thrill.

"Chat- Chat! You mouth feels so good!" the girl whimpered. "More, please!"

"Do you want me to suck your cock, princess?" he murmured between kisses to her scrotum, slowing the gentle tugs of her cock. Oh, god, where had that confidence come from and please say yes!

A keening cry of frustrated pleasure rang out through the room, her back arching upwards, nearly taking her off of her chaise and tugging painfully at his neck when her legs tightened again, pulling his mouth back to her balls. Even from behind her twitching cock, weeping red and drooling a trail of precum that smeared his hand, he could see her eyes and her face – like Ladybug's: demanding, certain, uncompromising, eyes like ice but warm.

"Chat," she ordered, teeth set tight, and he almost would have winced had he not been so thrilled when her hand wound into the blond mop of hair and she tugged him upwards, bringing his lips to the level of her twitching cock head. "Suck my cock."

He stared at it for a moment, lips quivering, fluttering against the head and it had her groaning in pleasure. There was nothing that he could do to stop himself from responding with a reciprocal grunt when his tongue flicked out, rough and nimble, to test the flavour of the slit, sending a shiver of ecstasy through him at the taste, salty and slightly bitter.

The thick scent of her need was strongest here and the fat, mushroom head of her penis gleamed in the light thanks to the slick of precum.

"Good kitty," Marinette enthused, her hand now petting lightly at his blonde hair, running patterns through it and playing with his kitten ears. "Such a good Kitty.

The strain inside the skin-tight material of his pants was nearly enough to kill him. He wanted to be a good kitty, melting into her touch as he very nearly came just from the friction against the leather while he humped her bed awkwardly.

Was this a praise kink?

If so, sign him up.

As he palmed his own cock through his thick leather pants, Marinette was watching him, hazy and smug. He braced his hand against her naked thigh while desperately trying to lick and suckle at every exposed inch of her pulsating cock. There was no way that he could have been more wanton as she playfully nudged him lower, her hands to the back of his head, hips gyrating so that she rocked deeper into his mouth. A helpless moan escaped him at the flavour of her Lady-dick as she fucked his mouth so gently.

"Uh- so good, Chat!" Her whine had him harder, but that was nothing compared to the sight of her breasts when she scooted forward and tugged off her shirt so that she could begin rolling and pinching her firm nipples, all pretense and shyness completely gone

The sensation of his hand rolling quickly against his own cock while he humped like a dog, trying to create more friction with the slick and soft not-leather of his costume that was so delightfully yielding was heaven. It cradled his dick, the material smooth as he rubbed against it, like the softest mouth imaginable.

Fuck, he wanted to be in her mouth – to have them both in each other's mouths. It was like an addiction that left his head swimming with the taste and smell of her and the soft cock-flesh against his tongue

"You – you like my lady-cock?" The question spilled out, half jeering and all desperate need.

Yes, he said with his eyes, screwing them up to look her right in those wide bluebell irises and with desperate swirls of his tongue because he couldn't take his mouth away!

"Suck it, Chat! Finish me," she crooned as if she was someone else entirely.

His world was hot, hard lady-cock and everything aside from his own frantic attempts to grope himself to an orgasm was wiped away when her hands tightened in his hair as she slammed her hips forward in a violent surge. And suddenly, she lost herself to the same sick pleasure that already had him delirious, hunching her hips forward as she began to pound herself into his throat, burying his nose into her thick thatch of pubic hair again and again as she forced his head down to match each sloppy, shuddering thrust.

Her eyes were screwed up into her head, almost pure white, as the pulsating length of her bottomed out in his throat, her balls to his chin. His throat bulged and undulated and fuck was that good even as he choked though not nearly so much as he would have imagined.

Maybe that was a miraculous side-effect; he was built to compliment his everyday Ladybug, and god did he hope so because they were doing this again! She came down his gullet and he swallowed it down eagerly, the release several lingering spurts into his belly.

When she pulled back, leaving just a hint of semen in his mouth, the musky milk spilling out over his bruised lips, he finished without warning, contorting. The little mewling kitten whined and begged while she patted his head with an unsteady hand and his cum oozed out around his crotch, balls, and belly, even trailing down his legs as it got caught up against the tight material of his pants.

She sighed in relief as she settled back onto her bed, propping her head up with a pillow while fondling his ears. It felt so good, his own erection swelling up again inside his sticky costume. He had made his princess feel good, and beautiful, and relieved. She praised him and cooed, scratching at his ears so gently and coaxing him on while he lapped up the remnants of her release, tongue trailing down her balls and swirling over her deflated shaft, bathing her.

When satisfied, though still hard and thirsty – but priorities dictated that Marinette came first in more ways than one – he crawled up her body and cuddled her to his chest . You could totally do that after you got off inside your super-hero costume because you'd enjoyed sucking off your female friend's dick so much and were still really horribly sticky.

Totally normal kind of situation.

"Oh, Kitty." She was blown out, feeble, hardly able to clutch on to him or pet him properly. "That was so good. Your- your mouth was so good. Have you-" She huffed and swallowed. "Have you done that before?"

"It was my first time." He tried not to grin too hard. "But if you need me to do it again – to help you of course! - just ask!"

He really shouldn't have let himself fall asleep with her, and the taste of cum in his mouth was starting to become a little unpleasant – also he ignored the research that he had conducted for no reason that had informed him that you should really brush your teeth after giving head – but he couldn't help but drift off while they cuddled each other.

His last thought before he was embraced by happy dreams was that with all the progress that Chat Noir had made in boosting Marinette's spirits, Adrien was going to have a lot of hard work to do in order to try to catch up.

Well, tomorrow was another day.