The class had ended, causing all the students to quickly shift over to the exit. Azel was the last one to leave, but in the corner of his eye he noticed a pair of cat ears headband. After looking around for a moment to see if anyone would come back, he eventually put them in his bag.

Smiling to himself, he heads to Aerith's dorm. He was runningate as class was extended for a bit longer than usual. Knocking on the door he waited patiently for her, and eventually she opened the door. She smiled warmly at him, quickly taking his hand and pulling him in.

"Heeeyyy! Where have you been, mister? I've been waiting all day for you!" She says, putting her hands on her hip in a joking manor before jumping on the small couch.

"I know-I know. I got stuck making sure I understood how to combine two different magic for a magic burst." He says as he sits across from her on her study table. "But hey, I'm here now and that's the important part! And might I say you look as lovely as over."

She rolled her eyes before laying down on the couch, resting her head on a hand "You know, you say that often."

"Well that's because its true! You have such a lovely smile and your bangs look wonderful too." He says softly, trying to reassure her. Aerith looks at him for a moment before giggling softly "You're such a dork." This made him smile back before he started to look through his bag.

"I almost forgot, honey bun, I got a gift for you!" Her eyes lit up with excitement, quickly standing up and speed walked over to him. "Oh? Oh? A gift? What is it!?" She attempts to peer into the bag but he pulls it away.

"You can't look yet! Close your eyes first." She crosses her arms in a pouting manner before following his instructions. "Fine... " She closes her eyes, extending her hands out. Feeling a light shape on her hand she opens them, staring at the weird gift. "Azel? You got me cat ears...?" His heart sank for a moment before speaking

"Well, half your dorm is filled with plants, and you visit the school garden often... I figured that this would be something different." He hopes she didn't hate the gift, but she didn't say anything for a moment. Eventually she starts to smile again.

"Don't worry, I don't hate it. I just wasn't expecting it." She looks over the the brown cat ears, it matched her hair quite well. "I'll go try it on now, no peeking until I finish~" she says with a wink, causing him to blush softly. She walked over the bathroom to fit the head band on. But she didn't come out. Soon half an hour passed and all he could hear was the sounds of shuffling in the bathroom. Concern began to grow on Azel as he slowly got closer to the bathroom.

"Hey...Aerith...are you okay? You've been in there for quite a while..." He would knock on the door, and the shuffling would stop for a moment but would continue again. Unable to take it anymore he gives a warning "Alright, I'm gonna check on you..." He slowly opens the door, to see the bathroom a complete mess.

Bottles were knocked over on the floor, the toilet paper roll being unrolled. Eventually he spots Aerith. She was on all fours, looking at him from below. The cat ears seemed to have melded into her, giving her the look of having actual cat ears. She looked at him curiously, making him freeze up at the sight of her. Did she accidently put a curse onto her? He slowly took a step forward but she began to look more aggressive, hissing softly at him, causing him to step back, seemingly calming her down.

"A...Aerith...? Can you-" before he could finish his statement she leaps at him, tackling him on the floor, causing him to yelp. He attempts to move her off, but despite her lithe figure, she pinned him down, her hands holding his arms down. He looked up into her eyes with fear, unsure what was going on in her mind, but she just stared back blankly. Slowly she got closer to his face, causing him to struggle once again but she hissed again, glaring at him, causing him to stop moving.

She would glare at him once again, making sure to put more weight onto him, not letting him move. After a few minutes of staring at him, she leaned closer, there noses touching before she suddenly started to lick his cheek, purring softly, causing him to shiver at her actions. She continues to lick him, soon going down to his neck. He would eventually let out a soft moan, shifting his body, causing her to hiss as she quickly bites on his neck gently, making him yelp as his breathing gets heavier. Soon the neck licks continued, occasionally biting his neck lightly when he would squirm.

Eventually she stopped licking him, leaving him in a shaking, nervous mess as she stared at him from above, as though making sure her work was finished. Aerith's bangs hang by his face, swinging against his cheeks. After a few minutes of staring, she slowly laid down on him, nuzzling her face against his chest before closing her eyes. She was done marking him for now, but he was still too scared to actually move out from under her, fearful of waking her up. He felt like he was losing track of time, hearing the soft sounds of her breathing and her heartbeat did help him relax a little from the weird situation.

She slowly woke up again after a few hours had passed, stretching her whole body as though she was actually a cat. She looked at him once again, sitting up, though still on top of him, her privates pressed against his lower half. Her hand began to swat at his face, causing him to wake up and he attempted to sway his hand away. Anytime he tried to move away from her, she continued to try and reach for his face, as though it was a game.

"S-stop that! You gotta snap out of it!" He cries out, but she ignores him, continuing to play with him. Eventually his pants began to bulge from the constant shifting around his length. It seemed that she noticed too. Her natural instincts kicked in as she slowly got off of him for a moment before undoing his pants.

"Aerith! Stop it!" she only looks at him with curiosity, staring at him for a moment before ignoring his words, continuing to undress him. Quickly sliding off his pants, he quickly sat up, attempting to crawl away but she hissed at him before pouncing once more, biting his ear gently before slowly moving her hand over his bulge, stroking it gently as he moaned softly, his body getting hotter.

Not wanting to waste anymore time, she started to lick his neck once more, weakening his will. He slowly moves his hands against her face, trying to push her away but she quickly bit his finger. Despite it not being that rough, he still yelped, trying to pull away his finger, but she started sucking his finger, looking at him seductively. After a minute of this, she slowly pulled her finger out from his mouth before her hands quickly went to the underwear, pulling them away from him, revealing his hardened length.

Not wasting a moment of time, she stripped from her school uniform, revealing her small but perky breasts and her wide hips. Smirking, she slowly closes the gap between the two, pressing his dick between her butt cheeks, grinding slowly against it as she presses his head against her chest, letting him suck on her breast. Not wanting to upset her further, he gives into her desires. Due to their small form, it was easy for him to suck against them lightly, making her purr softly, her wetness increasing. After a minute of this, she had enough foreplay and gently pushed his head away, smiling as she raised her body, the tip pressed against her entrance, prodding it open, but he tried to stop her.

"Wait! We don't have a condom on! He tries to reason with her to stop, but she only looks at him confused for a moment, tilting her head before getting close to his ear.

"Let's make some kittens together~" she purrs into his ear before slowly pushing his length inside her, her ears perking up as she mewls as she slowly lowers herself onto him, attempting to go all the base of his length. Her whole body convulsed as she held him close, wrapping her arms tightly around him, her fingers digging into his skin, making him yelp out loud. His length fit like a glove inside her, her tight channel refusing to let him go. This was the first time either of them did this, but they both enjoyed this sudden feeling.

After a few moments of her breathing heavily, Aerith started to lick his cheek again, carefully riding him as she tried to calm herself down, each time she went all the way down, he let out a soft moan, his hands slowly going up to her breast. Carefully cupping them, he gropes them lightly, his fingers pinching her nipples, causing her to get louder.

As she rides him, Azel couldn't help but moan from the sensation of her being penetrated, the wet and warm feel was foreign also quite welcomed. Her whole body shivering as she suddenly came, stopping her thrusting for a moment before just suddenly starting again, moaning even louder as she she was quite sensitive. They were starting to get so loud that he was worried that people would actually hear them. He moves his hands to her mouth, attempting to muffle her, but she quickly slapped his hand away before suddenly going for his neck again, biting and sucking it, as though attempting to mark him as hers, giving him a hickey or two. He felt his length getting close, wanting to cum.

He tries to slow her down, but she gets close to her ear, nibbling softly against it. "I-Imagine... o...our beautiful... kit-kittens...!" she says in a hushed whisper between moans. After a few more particularly hard thrust, she slams down into his length, the tip piercing her cervix slightly as he begins to cum deep inside her, each slight thrust making him cum more and more into her. She felt his hot seed inside her, her insides getting warmed up from him.

She eventually stopped, mewling loudly as she slowly got off of him, his cum leaking out from her pussy. She suddenly flopped out on top of him, breathing heavily as she closed his eyes, slowly falling asleep. Her cat ears began to disappear, as she nuzzled against her chest as she fell asleep once again.

After waiting a few minutes to catch his breath, he carefully moved her off, grabbing some toilet paper from the floor as he attempted to clean the dripping cum from her. After he cleaned up their shared love making, he slowly puts on his clothes before putting her clothes on well, thankful she was still asleep. After cleaning up the bathroom, he carefully took her back to her room, but once she laid on the bed, she began to wake up.

"Mmm...? Azel...? Where am I?" They were still a bit sweaty, and the smell of sex was still on them.

"So...um...we uh...I gave you some cat ears...and you seemed to have lost your mind." He says as his hand went to her cheek, stroking it carefully.

"Is that...so...I feel exhausted..." She yawns softly, extending her arms out

"Come here baby bear...give me some snuggles." She says with a smile. He slowly lays down next to her, causing her to nuzzle against his chest, breathing in his smell deeply.

"Thank you, Azel. I don't remember what happened after I lost control of my body, but... I do remember this." She leaned in, whispering into his ear. "Thank you for being with me. I've been thinking for a while, what if I got a kitten or two?" she giggles, but his heart froze, unsure if she knew what had really happened or not.

"That sounds lovely... I'm sure you'll be a great caretaker .." he says before closing his eyes, sleeping next to her.