Pairings: Still Lisanna x Millianna. Nothing's changed here, except now we have a futa!Millianna.

Warnings: Futanari, yuri, bondage, dom/sub, oral, anal, catgirl, tentacles... sort of?

Disclaimer: Everyone's been super excited for the return of our two sexy cat lovers' steamy night, so I'm more than happy to present to you chapter 3 of Catnip! The really kinky stuff is gonna be appearing in this installment. I would've had this all in chapter 2, but the plot devices and descriptions kind of got in the way. I hope you all enjoy the final lemon as much as you've enjoyed the rest of the story so far! In other news... DEAR LORD, THE SUN VILLAGE ARC'S STARTED IN THE ANIME! I can't wait for the Tartaros Arc! Alright, let's start this chapter at last.


Part 3: Mindless

Lisanna stared at the cock-wearing girl before her with some trepidation. "A c-cock, nya?" she gasped. "How did the dildo turn into a... real cock!?"

"It's a magic one," Millianna said passively. "This brand is made by a special manufacturer whose factory is on the other side of Fiore. They put a special spell on each of their dildos, enabling them to become fully functional dicks. These babies can even shoot cum! You have to activate another spell to allow them to impregnate someone, though."

"No way," Lisanna said. Her eyes were wide, and she struggled against Millianna's ropes. Even so, her pussy told the real story. Bondage and futanari sex obviously didn't bother her at all, because she was drenched.

Millianna giggled. "Yes way! But before we get started on the good stuff... Itadakimasu!"

Before Lisanna had time to ask what meal Millianna was thanking the Lord for, the cat-loving brunette knelt and dived forward, burying her face in between her younger girlfriend's legs. The next thing Lisanna knew, her lover was eating out her pussy. She moaned huskily and threw her head back as pleasure racked her body.

The brunette's tongue was amazing. She licked along the folds of Lisanna's cunt and delved deep within her pink hole, tasting the girl's musky wetness. It was simply one of the best feelings in the world! Lisanna's body shivered as Millianna continued to work her magic. It was all the Take Over Mage could do to stop from moaning like a cat in heat. Her tail bristled, her eyes widened, her skin was slick with sweat, and her pussy dripped even more.

Lisanna withstood two minutes of Millianna's tongue in her most private parts. Then she couldn't handle it any longer.

"C-Cumming, nya!" the catgirl hissed.

Millianna came up for air and rolled Lisanna's clit gently with her fingers while as the neko beauty's pussy squirted. The orgasm lasted as many minutes as it took to come to pass. When it had ebbed, Lisanna's eyesight was blurry and her tongue lolled out of her mouth.

"Looks like that felt awesome," the Binding Magic user noted, giggling. "I've said it before, but you're just too damn cute!"

Lisanna's chest heaved, making her breasts jiggle sexily. "Hah... hah... You're the d-devil... nya..."

Millianna's girl-cock was rock hard, practically screaming for release. Bringing Lisanna up to another orgasm had really gotten her hot and bothered. She needed to stick it in something now, and her younger lover's mouth looked quite welcoming at the moment. Lisanna was panting, so it was as wide open as if she was demanding to be deep-throated.

"Hey, kitty, I hope you like the taste of my cock, 'cause I'm comin' in!" Millianna said.

Lisanna's eyes widened. "H-Huh? Wait... I - - MMF!"

Before she had time to say any more, her mouth was stuffed full of thick girl-cock. Millianna had crawled over her body and taken the opportunity to stick her extra appendage in while the catgirl struggled to pull a sentence together. The feeling of dick in her mouth brought Lisanna back to a state of awareness. It was so large she didn't have much breathing room, but somehow it didn't exactly feel uncomfortable. She just hadn't been prepared for it. Surprisingly, the taste wasn't all that bad either - - if anything, it actually kind of turned her on. And what with (1) her face being so close to Millianna's dick and pussy; and (2) her heightened senses from her Cat Take Over, Lisanna could quite literally smell the futanari's need.

"How is it?" Millianna cooed, arching her back. The white-haired younger wizard's face was pink as she began quickly bobbing her head up and down the cat-lover's shaft. "Ya like sucking me off, kitty? 'Cause it feels like heaven to me."

"Mmmf!" managed Lisanna around her girlfriend's dick.

"It's that good? Wow, you must really like this big ol' thing of mine. So damn cute! You're definitely a keeper~!"

Not having much of a choice, Lisanna continued to suck Millianna off. She swirled her tongue around the head of her girlfriend's cock, drawing a delicious moan from her. She pushed up harder with each bob of her head, accepting more and more dick into her mouth until she reached the base. By then she could feel it part way down her throat, warm and throbbing with pleasure. Lisanna's heart raced at the feeling. Her pussy tingled and she started to reach down, but her arm was jerked back by the ropes Millianna had summoned earlier.

"Ah, ah, bad kitty!" Millianna reprimanded without much heat. "No touching yourself! After all, that's the entire point of bondage - - I give you all you need!" The girl chuckled. "Mm, after I fill up your stomach with my spunk, I'll punish you extra hard for being so naughty."

Despite the threat, Lisanna's cunt somehow got even hotter while Millianna spoke.

A moment later, Millianna hissed happily and her cock fired streams of sticky white girl-cum right down Lisanna's throat. It tasted a little salty, which the littlest Strauss had somewhat expected. What Lisanna hadn't expected was for the dick milk to taste like... well, actual milk. She'd never heard of that before. And somehow it mixed really well with its salty flavor, serving only to turn Lisanna on even more than she already was.

"AAAAAHHH! SO GOOOD!" moaned the brunette, arching her back. "Ah, fuck! Feels awesome!" And the whole time she continued jizzing into perpetuity.

By the time Millianna was done cumming, Lisanna's belly had inflated a little.

Millianna pulled out, grunting satisfactorily. "That was amazing, my adorable little kitty," she declared. "Are you sure you haven't let anyone take advantage of you before me?"

"P-Positive," choked Lisanna. Her head was spinning from the sheer amount of cum that had been emptied in her.

Her girlfriend raised an eyebrow. "No kidding? Damn, girl! You're cool. Mind if I take your cute little ass next?"

"No - - wait, what?"

Chuckling, Millianna clapped her hands. The bondage ropes detached from the bedposts. With a short yell of surprise from Lisanna, they rearranged themselves and flipped their captor over so her ass stuck up in the air and she was looking at the bedsheets.

"Be... gentle..." Lisanna said softly. Her breasts smushed against the bed.

"Hmm... can't make any promises," Millianna replied as smug as a cat who'd caught a mouse. She stroked her own cock with her hand firmly, willing it back up to full mast. Then she stepped backward until she was again between Lisanna's legs. Finally, she aimed her dick head at the girl's rather large ass and thrust her hips forward.

"Hoh!" gasped Lisanna as she entered abruptly. "So thick!"

"Your ass is as tight as my dick is thick," hissed Millianna. "Okay, you're definitely a virgin."

In spite of herself, Lisanna sweatdropped. "You can tell just from that...?"

"Well, here I go!"

Millianna rolled her hips forward and back, going slowly at first to break in Lisanna's ass, but picking up the pace with each thrust. Lisanna's whole body rocked with each gyration. Her breasts brushed against the bed. Shivers of pleasure ran across her from both her butt and her chest as a result, like a pussy-wetting double attack. The sensations overwhelmed poor Lisanna, immediately sending her head spinning again. Millianna was saying something - - probably deliciously naughty - - but Lisanna was too lost in the pleasure to make out what it was.

"Hah... slower... hah... can't think..." she gasped.

"Oh, I'm just getting started," said Millianna, but by the sound of her struggling voice, it was clear that she wasn't too far from orgasm herself. "Alright then... Nekōsoku Tube: Pleasure Style!"

More ropes sprouted from the already existing ones. One of them twisted to run along the folds of Lisanna's pussy before pausing, then entering suddenly.

"Agh!" Lisanna gasped, stiffening. "My... hymen..."

"It broke?" Millianna said.

"Y-Yeah..."

Sure enough, a thin line of blood seeped out of the white-haired girl's lower lips.

"Man, now I kinda wish I took your pussy instead of your ass," Millianna muttered. "If you're really a virgin, then damn would your pussy be tight as fuck!"

Another rope then snaked around Lisanna's body, up through her cleavage until it was brushing against her mouth. When Lisanna released another loud moan as a result of being fucked by Millianna in the ass and the rope in her pussy, the second one slipped into her mouth. Like Millianna's girl-cock, it didn't taste or feel anything at all like Lisanna thought it would. It had no taste at all and it actually felt soft, totally non-abrasive.

Lisanna came almost immediately. She tried to shout and move, but the shout ended up becoming a muffled grunt and... well, they were using bondage.

"That's it, kitty... cum as many times as you want..." Millianna crowed. She bucked her hips like lightning, pounding her lover like there was no tomorrow. "You're mine. Be a good little catgirl and I'll give you more of your mistress's dick milk..."

"N-Nya!" Lisanna somehow forced out around the rope that was deep-throating her.

"Good girl!"

They fucked like rabbits, filling up the room with the steamy scent of jizz and girl-cum. The girls' loud moans could be heard through the walls of their room, though luckily no other guests were staying in adjacent rooms. Lisanna was sure her ass was gonna break; as her pleasure heightened, her ass clenched around Millianna's cock tighter and tighter. This made Millianna's own pleasure shoot up, which in turn caused her to fuck Lisanna harder, leading to more pleasure for the latter and therefore the young girl's ass tightened more. It was a never-ending cycle of lewd feelings.

"Mm, mm, mmmm!" Lisanna moaned through the rope.

Millianna groaned. "Uhn! Yeah, kitty! I'm close, too. Let's cum together!"

"Mm... Ng... Nya..."

"Ah! Ass is so tight! Gah!"

After what seemed like an eternity, the lovers finally climaxed. If they thought their previous orgasms had been good, this was mind-blowing. Lisanna came so hard she literally blacked out for a minute. Millianna's "manhood" erupted like a volcano, pouring yet more dick milk into her lover - - though this time it filled up the girl's tight ass. The ropes slipped out of Lisanna's mouth and pussy, allowing her to pant her pleasure. Her milk spilled all over the bedsheets, staining them and probably giving the inn's maids something to gossip about tomorrow.

When they had finished, the ropes dissipated, dissolving into thin air. Lisanna collapsed to their bed in a hot mess. She reverted back to normal human form. Millianna landed on top of her, the brunette's rather large breasts cushioning the fall somewhat. She had pulled her dick out of Lisanna, but it now lay across the younger woman's butt crack, like a homemade cock-holder.

Millianna herself had lost the ability to think properly from the intense orgasm. After several minutes, though, she regained it, and she was about to compliment Lisanna on being able to keep up with so much sex... But then the Binding Magic user heard peaceful snores.

"Lisanna?" she said.

The girl didn't even twitch in response.

"Lisanna?"

Still nothing. Cute, catlike wheezes were the only sign Lisanna was still conscious at all.

"Jeez, you're too damn cute even asleep!" Millianna said, grinning. She ruffled the girl's hair between her ears, like she was still a catgirl. "Alright, kitty, goodnight. I guess I'll call it a night too, then. And you're as good a pillow as any..."

Millianna made herself comfortable on Lisanna's back. There she nodded off, perfectly content with her lot in life.

And thus began a wonderful relationship of two lesbian lovers - - a relationship that would be filled with kinky, steamy sex, and seemingly eternal nights. (Elfman and Mirajane never were able to prove just why their younger sister became so sleepy all the time after that historic night.)


Finished this in one solid night! Despite the rather misleading ending, this fanfic is officially complete.

I hope you enjoyed this newest chapter of Catnip. Sorry I haven't been active as of late - - shit happened and I ended up not getting much time to pay attention to any of my stories. However, summer's just around the corner, and I will be making more of an effort to get crap done. So! If you liked this three-shot, feel free to follow or favorite or whatever. I don't mind at all. In fact, I'd really appreciate your doing so. What's also highly appreciated are reviews. Now that this story is over, I'd like to hear what your favorite part was!

Happy reading!

-Lemony Yuri Snicket