Kaoruko was exhausted once the endorphins and adrenaline had worn off. She had been reluctant to call for her friends to help her back home but she was simply too tired to walk back home by herself. As soon as Haruka and Sayo found out about what happened they flew as fast as they could to find her. They found the third member of the Tres Magia laying on the floor at the top of the monastery's third floor and looking like she could fall asleep at any moment were it not for the scowl she had.

The two landed and went to their friends' side, each one helping her sit up as they looked her over. In her civilian guise Kaoruko didn't look too out of sorts. She was clearly exhausted, her hair was must and clothes rumpled but otherwise there were no injuries.

"Kaoruko, what happened? What are you doing out here?" Haruka looked over her blonde friend for any wounds but found nothing.

"This place is trashed. Did you get into a fight?" When they had flown in they had seen the wreck that had become of the courtyard and the piles of vanilla scented wax that were splattered all over the grounds. Moreover they had come down to find a hole smashed in the roof and their friend laying in the middle of the floor under it.

Kaoruko sighed, it was hard to keep her eyes open. "Yeah, yeah. It was her... Can we talk about it tomorrow? I'm about to fall asleep here."

Azul looked at her friend's body, the shredded clothing, the sweat that covered her skin, the flush on her cheeks. She gulped and tried not to imagine what had been done to Sulfur. "S-She must have done terrible things to you."

"I'd rather not talk about it right now."

The two magical girls looked at eachother with clear worry for their friend before each taking an arm and picking Kaoruko up.

"Alright, we can talk about it later, let's get you home so you can rest."

"Grrr... Damn that girl... How could she do this?"

The exhausted Kaoruko sighed. "It's Baiser..." She mumbled and making the the two look down at her

"Huh?"

"What?"

"The commander. She IS human... She is a magical girl like us, and her name, it's Baiser, Magia Baiser."

*Riiiiiiiiing*

The bell rang to signal the end of the school day again and the students all began to gather their things. Haruka looked to her left at the empty seat by the window. "Hmm. Utena didn't show up again today. I hope she is doing okay." While she couldn't say she was close to the introverted girl, she was still her classmate and it always worried her when a classmate didn't come to school.

"She must have caught a cold or something. Don't worry Haruka, I'm sure she will be back before long." Sayo said as she picked up her bag.

Kaoruko yawned as she got up from her seat. She still felt a little drowsy from that battle two days ago. While she felt a lot better after a couple of days of rest, whatever Baiser had done to her had taken its toll and had left her bedridden for a whole day from pure exhaustion. Another day and she figured she would be right as rain again. "Well if you are so worried, we could bring her her homework and check up on her."

Haruka slapped a hand down on her desk and raised her hand up. "Yes! Let's do that!" She smiled, pleased with this. "She never talks to anyone and always eats alone, I'm not sure she has any friends. I'm sure she would like having some company."

"Sounds good. We should swing by the cafe after, we have some stuff to talk about. Sorry it's taken so long." Kaoruko sighed and rolled her shoulder.

Haruka and Sayo nodded, they were just glad their friend was feeling better.

Utena lay in her bed for the second day in a row. She had not been feeling well ever since that fight with sulfur. Granted she was feeling better than she had the day before, but a fever had plagued her for the last two days thanks to all that magic she sucked out of Sulfur. It had been enough that her mother insisted that she stay home from school again.

"Vena... How long is this going to take?" Utena rolled onto the side to look at the familiar sitting on one of her shelves. It turned to look at her and seemed to shrug.

"Hard to say, it's your first time taking a good bite out of one of them. But since you are feeling a fair bit better than before I would say tomorrow. The next time you encounter the Tres Magia you will be better off and this probably won't happen again. I'm more curious about how Sulfur is feeling."

"Gee thanks for the concern."

Truthfully, she was bored. There was only so much sleeping one could do during the day. She reached out for a phone and sat up to check her snitter feed. For a moment she was sorely tempted to open up the videos from her battles with the Tres Magia. She wanted too, she really wanted to. But she wasn't alone in the room and she couldn't just tell Venalita to leave so she could look at porn and masterbate. The teen sighed as she instead flipped through her social media feed. There wasn't any news of Tres Magia battling any monsters, no sightings of Enormita, boring. Ever since she had been encountering the Tres Magia personally she had found that unless something new and interesting showed up on her feed it just wasn't the same as it used to be when she could spend hours scrolling through things she had seen a dozen times before. She checked out her usual fan forums where she liked to post but that ended the same. Part of her was tempted to post herself to start some kind of discussion but the idea of that just didn't feel right. So that option was out.

Just as she was about to say to hell with it, a knock came from the door. "Utena. Are you awake?"

Utena looked at the time. School was out by now but dinner was still hours away. "Uhhh... Y-yes I'm awake mom."

"Oh good, some of your friends from school are here, they wanted to check up on you."

That brought a frown to Utena's lips. She didn't have any friends at school. She was a total loner and didn't even eat lunch with anyone. Utena looked over at where Venalita was, only to find that she was not there any more. She grabbed the transformation star on her bedside table and quickly stuffed it under her pillow before putting on a medical mask. She may not have actually been sick but she had to keep up appearances "Ummm... Okay, they can come in?"

The door opened and she blinked in surprise at who entered. Three girls her age, one with straight blue-green hair, one with pink hair done up in two large curls to either side, and one with wavy blonde hair. She knew them, well knew of them. She even sat next to one of them in class.

The trio looked around as they entered the other girls room and were faced with the room of a girl who adores them, or rather, their secret other selves as the Tres Magia. Half a dozen posters were on the walls of the three magical girls, collectables and figurines were on various shelves. Magazines with the Tres Magia on their covers sat on a table in the middle of the room, and even a Magenta themed alarm clock sat on the bedside table matched by a Tres Magia wall clock on the wall. The sight of it all made the girls blush in embarrassment and they were supremely glad that the recognition interference was so effective. They were knocked out of their stupor at the sound of Utena's voice.

"You're Haruka Hanabishi... And you're... Sayo Minakami, and Kaoruko Tenkawa, right?"

Haruka scratched the back of her head and smiled. "Wha... Oh, yes! Ehehe. Hi Utena, how are you doing?"

Sayo took a second to shake the embarrassment off. *Cough* "We came by to check in on you and see how you were doing."

Kaoruko looked at the display of figures on one of the nearby shelves. "And to bring you your homework... You really like Tres Magia, don't you?"

The other two flushed again slightly and looked at Kaoruko for commenting on the elephant in the room so directly. Utena was glad she was wearing a mask that mostly hid the blush and embarrassment she suddenly felt. She only now realized that there were people other than her mom in her room and they were seeing how much of a total fangirl she was. She was mortified and wanted to hide under the covers. "Oh. Aaaahhh.. I... Umm... Y-Yeah. I guess I do. Ehehehehe..."

Haruka seemed to sense the other girl's embarrassment and raised her hands in a placating gesture. "Not that that is bad, they uhh are super famous after all."

Sayo scratched her cheek and blushed. 'Talking about ourselves like this is a bit embarrassing but...' "That's right, it's perfectly normal. They do protect everyone in the city."

Utena simply couldn't help herself. "Yes! They are amazing, they are so cool and cute right?! Magenta is adorable and so passionate, she always makes people smile and feel better. Azul is so cool and noble, she is such an inspiring lady. Sulfur is so cute and dignified but there is a real fire under it all with how protective she is of others. And the way they fight for peace and justice is so amazing. Everyone cheers for them and looks up to them, but they don't let it go to their heads. They keep fighting against evil and and... Uhhh..." She looked up and saw the girls as they appeared to be blushing and cringing. Instantly Utena's mood fell into the mud having completely embarrassed herself in front of some of her classmates.

"Ahh... Oh s-sorry, I-I didn't mean to... Start babbling..."

'Is it hot in here? Oh god kill me, kill me now. Oh this is so beyond embarrassing.' Now Utena really wanted to just hide under her covers

The three magical girls were trying to hide their embarrassment at their classmate openly gushing about them even if she didn't know she was.

Sayo was the first to collect herself. She stepped forward and raised her hands. "No no, it's fine. It's great that you're so passionate about it. But uhh, if you don't mind my asking, why do you like them so much?" She could tell the poor girl could use a way out of the embarrassment, and while Utena had gushed over the Tres Magia, she had expressed it in an excited if general way, nothing specific. It wasn't every day you could get to ask someone their opinion on yourself without it being weird.

That seemed to mollify Utena who looked up. She was beyond relieved to have been excused for her fangirling. She thought about it and desperately tried not to think about the things she had recently been enjoying about them. She focused on how she admired them, what led her to be so enamored with them. Thinking of it all again brought a smile to her face. "Well... I guess what I like most about them is how valiant they are. How they always protect people and rush in to save the day. And they are just so heroic and so cute, they never give in when things get tough. I really just can't help but adore everything about them. I look up to them so much I..."

The three hidden magical girls were able to reign in their embarrassment with Utena's far more encouraging words. Rather than the passionate gushing from before, this felt more thoughtful, honest and more to their speed. It brought fresh smiles to the three of them.

"Those were some mighty fine words." Kaoroku smiled

Utena scratched her cheek bashfully. "Ehehe... You think so?"

The blonde nodded. "Yeah, I'm sure if they heard you say something like that, it would make their day."

Sayo nodded in agreement. "Yeah, I'm sure Tres Magia would be very happy to hear those words."

"You should put that in a fan letter. I bet it would make their day." Haruka was still a little flushed as she put a notebook down on Utena's desk. "We should probably go, you need your rest after all."

The other two nodded. "Yeah, rest up. We will see you at school."

The trio didn't say anything until they were back on the street and heading away. Kaoruko was the first to break the silence. "Whoo... That was intense."

"I thought I was going to burst into flames from the embarrassment when she started going." Sayo flushed and scratched her cheek.

"But it was kind of nice to hear." Haruka grinned. "I had no idea Utena was such a fan of ours. She is always so quiet in school."

Kaoruko stared at the ground for a moment as she thought. The words that Utena had said, about them never giving up, about how they always rush in to protect people were echoing inside her. She thought back to the battle before, when Baiser had her at her mercy. She had struggled against the succubus but the things she did had brought so much pleasure to her body it had worn away her resistance until she had brought her to orgasm and left her a quivering mess for her friends to find. "We need to do better."

The other two magical girls turned to look at their blonde friend. "What do you mean?

"I mean with Enormita, that Baiser has been getting the better of us, but we can't let people down by losing to them." Kaoruko said, a serious expression on her face before looking up at the house they just came from and thinking of the Tres Magia obsessed girl inside. The short girl points up at the window to the room where Utena is surely resting. "It's for girls like that that fight. Girls that look up to us and are inspired by our actions. We can't let them down."

The short blonde girl punched her palm and let out a growl. "I'm not going to lose next time."

Haruka and Sayo looked at each other and smiled before hugging the shorter girl. "And next time you will have us to back you up."

Utena slumped down in her bed after the other girls left. "Haaaaaaaaa... I'm exhausted again." She had not expected visitors and certainly not expected to make a fool of herself infront of them. She looked over at the homework folder they had left and signed again. "Still it was nice of them to bring that over and check up on me."

*knock* *knock* *knock*

Again a knock came at her door. "Utena, how are you doing? Your friends left."

"I'm doing alright mom. They brought me my homework."

"Oh well that's nice of them. I have to go out and get some things for dinner, will you be alright on your own?"

"Yes, I'll be fine. I'll just try and rest."

"Alright, I shouldn't be gone too long." It wasn't long after that Utena heard the sound of the front door closing. She sat up and looked outside to see her mother walking down the street. She was alone at last. She lay in her bed for only a moment before the urge crept in from the edges of her mind. She was alone, there was no one to bother or walk in on her. The teen bit her lip and reached for her phone. Her fingers guiding the device to the recording of her fight with Sulfur.

"Oohh... Ahh..." she watched enraptured as she watched herself toy with the heroine. Her hand reached down between her legs. She had been too out of it after the fight to relieve herself, and she felt too awful yesterday to do it either. Today was the day she would take the edge off her desire.

"Oh good, everyone is gone. It's time you got out of bed yourself!" Said the unmistakable voice of Venalita.

"Wuuaahhhaaagg!" Utenta screamed and scrambled to hide herself under the covers, her phone clattered loudly across the floor of her room in her haste. "Wha-What are you doing!?"

The familiar just cocked its head to the side. "Everyone has left, now is the perfect time to go somewhere special."

Utena groaned, just when she was about to actually let off some steam, this happened."Really, now? Could you not have come back in ten minutes..." She grumbled and sat up. "Shouldn't I rest? I'm still not all the way better."

"You will be fine for this. You have mostly recovered haven't you?" If Venalita was aware of what she had interrupted she didn't show it on her face.

For a moment Utena considered throwing a pillow at the mascot but decided against it. Instead she got up and changed into some casual clothes before grabbing her star. "So what is so important?" She felt her forehead, she still felt a bit hot, but it wasn't as bad as it had been in the morning.

With a wave of its hand, Venalita manifested a swirling black and purple portal. "It's time you got to see our HQ."

The Enormita HQ, that was something that piqued her interest. Going to the place where Enormita operated from, where those demons kept coming from, were there other dark magical girls like herself there?

"The HQ... Well that does sound interesting." *Sigh* "Okay, let's go." She said before stepping into the portal.

Utena stumbled through the portal and nearly tripped when she stepped onto the uneven ground on the other side. She looked around in cautious curiosity and wonder. The sky was dark as if it was night time, but the ground and everything else was illuminated in the silvery light of a truly enormous crescent moon that filled much of the sky. Clouds drifted around, occasionally covering some of the giant moon and dimming its light. The ground was rough and uneven, much of it was made of stalagmites that ranged from ankle height to ones that positively towered over her. A path seemed to snake though the standing rocks that covered much of the landmass she was on. Her eyes followed the path and soon she saw it.

"Here we are, Utena. Welcome to Nacht base. The headquarters of Enormita." Venalita gestured at the gigantic structure at the end of the path. It was a towering building that had to be dozens of stories tall. It would have looked like a skyscraper had it not been for the design itself. It looked like a piece of abstract art with no logic to its geometry or shape, with massive blocks jutting out here and there. Windows, or what looked like windows, were placed seemingly randomly and had no set size to them, from ones that you could stick your head through to others that looked large enough to drive a delivery truck into. In other areas it looked like whole separate house sized buildings were simply free floating in the air near the main part of the structure completely unconnected to it. It was so bizarre looking, so alien. Utena shivered at the sight of the place. It was weird and just didn't look right. She watched Venalita float towards the place and sighed before following. 'I'll get used to it... probably'

The inside was just as strange as the outside, if not more so. The interior of the building had an even more abstract design to it and looked like something MC Escher would paint. There were no logical shapes or designs. Sections of wall bulged out here and there with what could be a room on the other side, upside down stairs, windows and doorways were placed at random. Lights hung from the ceiling from long thick cables and buzzed with an electric hum that faded into the background noise of the place. Where the lights got power from she had no idea.

"You have been with us for a week now and have been doing well as a member of Enormita, I figured I should show you this place. Your star can open up a portal to here and once you learn how you can come and go as you please."

"I open up portals too? Hmm... This place is impressive but... It's really weird..."

"Is it? I think it's nice."

"Thanks for showing me this place, but I don't know how long my mom will be gone for, I should probably hurry back." Utena looked back the way she came pensively.

Venalita just stared at her. "But the tour just started."

The sound of shoes on stone met Utena's ears a moment before a new voice did. She turned to look at the newcomer "Yeah! C'mon! Take it easy. Stay a while, since you're already here... Utena Hiiragi."

This new girl had a slow and lazy way of talking which matched the way she dressed. She looked as if she had just thrown some clothes on after rolling out of bed. This girl was maybe an inch or two shorter than herself and had ash blonde hair done up into a pair of loose buns at the bottom of her head. She had fair skin and empty wine red eyes. She had a pair of red shoes that had their laces undone, a pair of black stockings with one falling down around her ankle, a skirt with loosely tied belt, a rumpled shirt and a sweater with too-long sleeves that hung off of her arms.

Utena looked at the girl nervously as she approached. "Wha... How do you know my name?"

The sleepy looking girl skipped closer and didn't hesitate to take Utena's hands in hers and shake them. "Vena told me all about you and how you're slapping around those magical girls! We should be friends! Pleased to meet you and all that, I'm Kiwi Araga." She said in a cheerful if sleepy voice.

Utena was glad she seemed friendly. When coming here she had assumed that there were other dark magical girls around but didnt know what to expect from them. 'Thank goodness she seems nice.' She felt something round and hard slip into her hands just as Kiwi began to pull away and a metallic click sounded. Utena looked down in confusion at an object in her hand. It was in the shape of a heart and had a blocky appearance with a mechanical latch at the top it almost looked like a... Grenade. Utena's eyes widened as she felt the magic around the object untangle a moment before it flashed. In pure instinct and reaction she uttered the words even as the bomb began to go off. "Trans magia." The transformation saved her as the grenade exploded into a cloud of smoke and fire. With her flight she dashed into the air and the cloud of smoke. 'She attacked me?! Whyyyyy.!?'

"Woooooow... You're really fast aren't you?" Kiwi said as she looked up at Baiser as the succubus floated in the now clearing smoke.

Baiser looked down at the girl with shock and confusion, 'We're supposed to be allies aren't we, she is supposed to be on the same side as me so why did she attack?!'

"Vena told me aaalll about you. I even watched your last fight with Sulfur. That was pretty nice how you turned the tables on her. I wanted to see for myself how you stack up." Kiwi said in that same sleepy lazy tone of hers. Her hand moved and from her sleeve came a familiar gold star. "Let's play for a bit... Trans Magia."

The girl's body was enveloped in a green shimmering light as the transformation happened. Utena had not seen a transformation from the outside before and it surprised her how fast it was from this perspective, it always seemed to take a few seconds when she transformed but perhaps that was just how it felt from the inside of one and it actually happened in less than a second in real time. Much like her own outfit, Kiwi's was revealing and down right slutty looking. She had a military style to her with an officer's cap on her head, a green dress uniform coat with extra long sleeves and complete with epaulets on the shoulders, tassels that hung down and faux medals on her chest. She utterly lacked any kind of pants or skirt and instead had the tiniest thong imaginable that was barely able to hide her vulva from being on display. Lastly she wore thigh high boots held up by garters that went up and under her uniform coat.

"Let's see where we stand on the pecking order. The great Leopard will beat you." Leo said as she raised an arm and a small pistol slipped into her hand before taking aim at Baiser.

The succubus looked at her opponent and took in her appearance. 'A dark magical girl, and she's really fucking cute too.' Her eyes looked Kiwi up and down and she couldn't help but bite her lip with her fangs. Kiwi was really cute, and her outfit was enticing. She was on the same team so playing with her would be okay, right?

Leo aimed her gun at Baiser only for a dozen portals and for the barrels of various guns to extend out from them. "Boooom!" The guns let loose and began firing.

Baiser looked at the wave of bullets and bombs that came at her with wide eyes. It was an attack unlike anything she had ever seen before. So many things at once, it was all she could do to dash back as she looked for something, anything, to turn into a monster. 'I still can't attack directly. I haven't had any time to practice anything!' Utena's back hit the wall as she was looking for something to turn. She saw a set of doors to the side of her and smacked it hard with her riding crop and ripped it out of its hinges before throwing it forward. Before her eyes it grew into an imposing wall and intercepted Leopard's barrage.

"You think that little wall is going to stop me? You will have to do better than that!" Leo cheered and continued her barrage.

Explosions and impacts smashed into the door and almost immediately cracks could be seen forming in the impromptu wall. Baiser let the smoke hide her as she dashed to her right. "You want to see the pecking order? We will see who's on top Leopard, I'm going to make you squeal and writhe when I get my hands on you!' Baiser felt the heat rising inside her like searing hot fever. The remnant of that taken energy rushed into her limbs and crop making her shimmer with violet power.

Leopard turned when she saw the darting form of Magia Baiser flying across the ground on her left. She turned and fired again. "All you know how to do is make monsters. I just have to keep you too busy to make any." More bullets, more bombs. She fired and fired at the speeding form. "Tell me something Baiser! Why do you fight Tres Magia?"

Baiser kicked off the ground and flew to the ceiling. The other girls barrage following her as the rose. Leopard's blasts chew holes in the walls and knock cables and lights from the ceiling. 'A real military type magical girl, so coool. She is so cute! I want her, I want her, I want her! "You are so much FUN!" The succubus raises her crop and lashes it at Leopard, a wave of unstable purple-black energy whips through the air and slams into the ground a foot from Leopard.

For a moment Leo stopped firing and looked at the hole chewed into the ground by that energy wave. 'The hell?! She never used that in her other fights!' She looked up to take aim at Baiser but the succubus was gone. She looked around but the room was full of dust and smoke now. It was darker than before now as well with all the fallen lights. Leopard stepped into the dust with her gun up. She had to move, Baiser could be anywhere in here now. "You know... For me... I want them gone. They are in my way of being the cutest girl in the whole wide world..." She kept moving, turning and aiming her gun around. She manifested a grenade in her free hand, ready to throw it at the moment's notice. "Why does everyone love them soooo much anyway...? I'm so much cuter than them."

Baiser floated through the smoke and dust as silently as she could. Leo couldn't tell where she was right now. It was the perfect chance she had to make her move. She smiled and glided over the ground as she listened to Leopard, the strange acoustics of the base made it hard to tell where she was even with her talking. As she went she tapped the fallen cables with her riding crop and brought them to life. First one, then two, then three and four and sent them slithering silently across the ground. The air was slowly clearing out as the dust gradually fell. With one last tap she flicked a small rock into the air before it turned into a ball gag with wings and flying into the air.

Something in the air moved and disturbed the dust. Leo aimed and fired at the speeding thing. The bullet shot through the air and narrowly missed the flying creature as it flew towards her face. "Aaahh!" Leo cried an instant before the ball few into her mouth, its arms wrapped around her head and hooking together behind her. "MMMMPHHH!" She screamed into the gag but barely a sound was able to escape it. The dark magical girl grabbed at the gag and pulled on it, trying to rip it off of her face but the thing was stuck tight to her. She kept at it as her eyes darted around looking for Baiser, her heart thudded in her chest at the turn around of the situation. Baiser knew where she was, or so she thought. She had thought the other girl, while successful in her fights against Tres Magia, could be beaten. However, now, that outcome seemed unlikely. Leopard stepped back as she searched for Utena and nearly tripped as her foot stepped on something round and soft. "MMPH." She looked down at her feet and saw a thick rubbery cable, the same as the ones that ran to the lights on the ceiling. Leo let a breath out through her nose in relief. 'Okay, it's just some busted shit... Sorry about the ceiling, Vena!'

Just as Leo was looking up she felt something move under her foot and a cold chill went up her back as she looked back down at the cable, it was moving. She watched as it rose up like a snake complete with a metallic mouth. A metal tongue flicked out of the creature as the two stared each other down. These were creatures of Baisers creation, there was no other possibility. She knew she had to take them out, if this thing grabbed her it was over. Kicking off the ground, she lept back. The cable snake reacted to the sudden movement and darted forward like a cobra, fangs out and sparking with electricity. Leo raised her pistol and fired, aiming to blow the monster's head apart. Her aim was true this time and its metallic head blasted apart.

"Hehehe... good job Leopard..." Baiser cooed from the clearing dust cloud. She was smiling and had a hand holding her cheek. She looked pleased and eager.

Leopard turned and aimed at the smiling succubus. Just as she was about to fire, a sound reached her ears, a hissing sound. She froze and slowly looked around. She knew she killed that creature. But from the ground around her she saw another snake, then another, and another. Three cable cobras looked at her. She looked back at Baiser with fear.

The succubus' smile widened and showed her fangs as she tasted the apprehension and fear of her fellow Enormita member. Leo had started this and she would end it. All it took was the twitch of a finger and the three creatures snapped forward, and their metallic jaws latched onto Leopard. Their long bodies writhed and wrapped around the girl and ensnared her with their long bodies.

"Gaahh... Dammit." Leo cursed as she fell to the ground, her arms and legs bound up by snakes. "EeeKKk..." She gasped through her nose as one of the long rubbery bodies found its way around her neck and tightened.

Baiser's fanged grin grew as she stepped forward, her hips swaying in a smug and seductive gait. "Now now Leo... I think that's enough of you wrecking the place..." She taps her crop in her hands and stands over the prone form of Leopard. "You asked me why I fight." She snaps her riding crop out and lowers its tip to nudge Leo's chin up. "Well dear Leopard... No, Kiwi... You wanted to know why I fight Tres Magia. You see, I don't really want to fight them." Baiser sighed and blushed as one of her hands cupped her own cheek. A smile of delight and manic excitement forms on her face. "I just can't help myself, I love them so much. They are so cute and so fierce. When I see them fight and struggle against me it just makes me want to bully them! Ehehehe... I want them Kiwi, I want them, I want them. I want to play with them and make them my toys!"

Kiwi looked up at Baiser in bewilderment. The other girl was crazy, unlike herself who hated the other magical girls, she was obsessed with Tres Magia. "Holy shit girl, you're crazy." She couldn't lie, there was something hot about the amount of unhinged passion Baiser had, and after that fight she couldn't say she wasn't strong either. But how she was gushing over those girls pissed her off. She scowled in frustration though the gag in her mouth. 'It's always about those magical girls. Even Baiser is crazy about them. Why won't anyone pay attention to me?'

Baisers eyes suddenly snapped to look down at Leopard. She could feel the sudden rise in frustration and jealousy coming off the girl. Her golden eyes looked the other villain over and her hand slid down from her cheek to her lips as she stared. Her fingers found the gag and effortlessly pulled it off the girls face. "Oh Kiwi... You're so mad, you don't like it when I talk about them, do you... But Leo, you don't get it. You look so so cute laying on the ground at my mercy like that. Be a good girl for me please, I don't think I can hold back." The succubus's tail lashed behind her in excitement before curling around her own leg and squeezing. It was all she could do to stop herself from just jumping on her new toy. "Let me play with you for a little longer!"

Leopard's eyes widened as she felt the snakes around her squeeze just before their heads sparked and electricity blasted into her body from them. "Gaaaaaggggaaaa...!" The girl screamed as her already constrained body locked up. The pain wasn't as bad as it should have been with her magical girl transformation making it far more tolerable. The power ran through her, locking every muscle in a full body spasm as Baiser watched with wide eyes and a wider smile.

"How does it feel Kiwi?! Do you like it, isn't it exciting! Ohhhh look at that face... I love it, it's so cute! Show me more, more, MORE!"

Leopard screamed as the voltage suddenly amped up, the electricity went higher and higher and soon her magically enhanced pain tolerance was unable to keep up as she kept being shocked. After what felt like an eternity the power cut off and it left her gasping and shaking in her restraints. Her ears were ringing, her vision was full of stars as random jolts made her body twitch and jump. It had hurt, but at the same time, she couldn't get the way Baiser looked at her out of her head. The whole time she was being shocked she had been made to look at the succubus and she saw every expression Baiser made. She had been watching her with undisguised desire and longing, a look no one had ever looked at her with before.

"Do you get it Kiwi. Each time I fight the Tres Magia I get to see new sides of them, see new faces and taste their feelings. Each time I get to see them be even stronger and cuter than the last time. Each time I fight them I can't help this feeling inside me. This desire to make them squirm and writhe, and twist under my loving attention. It isn't just Tres Magia, I love magical girls. I love them all so much. Even you Kiwi, you're so cute and strong, I simply adore you!." Baiser smiles and squirms in place as she lets her feelings be known. "Show me more Kiwi, show me more of your cute faces. Let me drink from you!" She says before grinning and shocking the other girl again, and again.

"Aaaauuggghhhh... Aaaugh... Aaaahhhaaa..." Leopard slumped over onto the ground as the electricity finaly died down. She twitched and trembled in a daze as Baiser knelt down and shooed off her cable cobras. The succubus leaned over the other girl and reached out to her. She sat Kiwi up and held her gently.

Baiser hugged her and started to slowly stroke her hair. "Oh Kiwi. Look at you, right now you're the cutest girl in the whole world to me."

Kiwi slowly looked up at Baiser, she was too tired and too dazed from the repeated shocking to talk. She swallowed and mumbled but that was all she could manage in her current state. A strange feeling welled up inside her from the praise. The pain had been intense when she was being shocked, but now this soft embrace was helping to sooth her. She felt Baiser's hand stroking her hair and head. In her dazed state she could only think about how nice it was to be cuddled.

The succubus tail moved to the scuffed and shaking Kiwi. The long sinuous limb wrapped around Leo's thigh and gently squeezed it. Her hand moved down the other girl's waist and down her hip. "Your skin is so soft, it feels really nice. You're a good girl aren't you Leopard? Will you be a good girl for me?" Baiser cooed and cuddled the gunner girl and her hand slid lower, down her hip and to her plump rear before giving it a gentle squeeze. "And you have such a nice body, as well."

The touch finally drew a sound from Leopard and seemed to wake her from her stupor. A blush came to her cheeks from the closeness of the other girl, the hand groping her rear, and the hand stroking her head, as well as Baiser's words. They were words she craved to hear from others. She desperately wanted others to tell her how cute she was, how nice and beautiful she was. And here was this other villain on her team giving it all to her. Leo's heart started to pound in her chest as she looked up at Baiser. Now that she was really looking at her she thought that the succubus was lovely. She was pretty, and her voice was soft and sweet, her touch was gentle and loving as it caressed her. Inside she knew that Baiser had just electrocuted her but that didn't matter, this right here was the validation she had always craved.

The succubus slid her hand down from Leo's hair to cup and stroke her cheek. She looked down at the other girl, her eyes looking over Leo's big red eyes and cute face. Her eyes settled on the girl's lips. They looked soft and inviting. She had kissed all the members of Tres Magia already, what was one more. Baiser licked her lips and leaned in as she pulled Leo closer. She could feel the girl's emotions welling up from her dazed mind. Irritation and fear danced like hot and bitter notes but rising above them was affection, longing, elation and relief. Baiser opened her mouth as the distance grew narrower and narrower. Her breath ran hotly over Leo's face before the two girls' lips met.

Leo's eyes widened as Baiser kissed her. This was her first kiss and heat bloomed inside her from the intimate contact. She craved attention and validation, it was a hunger that had gnawed at her. This girl, this Baiser was giving her what she had always craved. She felt that heat inside her grow brighter as the other girl's tongue licked her lips before pushing inside her mouth. Kiwi couldn't help but let out a whine into the kiss as she closed her eyes. Slowly her still shaking arms moved around the succubus and held on. Her world became locked on the feeling of Baiser against her, the feeling of their kiss, the feeling of the succubus' tail around her high, and her hand groping her ass. Her hands clutched at Baiser's clothes as she leaned up into the kiss.

"Mmmm... Haaa... Mmpphhh..."

Baiser felt it when Leo started to join in on the kiss. She felt the girl in her arms hug her and lean up into her. She felt it when Leo started to kiss back. It amused her to feel this girl that was so explosive and intense when they had just met was now acting shy and hesitant as she was kissed. The growing emotions bubbling up from Leo felt so good, the taste of them rolling through her synesthetic senses. Her tail squeezed in excitement as she enjoyed it and let the emotions and arousal flow into her. It was just like when she had toyed with Sulfur. The other girl's emotions, arousal and pleasure were flowing into her like she was drinking a sweet syrup and the magic of the other girl came along with it. Her tail writhed and squirmed against Leo's thigh in eager impatience.

'This feeling, this power, it feels so good to take it in. I want more of it. It's slower this time... With Sulfur it was like a stream, now it's a trickle...' Baiser pressed her lips in harder and drew her tongue into a dance with Leopard's. She pulled her tail back from around the other girls thigh and slid it along her hip before following the line of her thong. As her tail teased its way long Leo's body Baiser could feel the flow of emotion and magic slowly grow. The more she teased, the more she aroused her companion, the more they felt, the more magic she could draw out of them. 'Sooo good... Feels so good... I should..." Baiser's tail slid down between Leopard's legs and started to rub at the girls covered cunt. The touch of it making the girl gasp into their kiss and send a new stream of energy into the succubus.

Their exploration and enjoyment was sadly cut off before Baiser could take things any further. Venalita who had been watching the battle and the following exchange had drifted closer as Utena had started to kiss and toy with her companion. It watched, interested in how Utena was feeding off of Leopard. 'If she takes too much she will put Leopard out of commission. She still doesn't have full control over this part of her power.'

"Utena... If you take too long, your mother will come back home before you do. What if she finds that you're gone when you are supposed to be sick?"

Baiser sighed into the kiss and slowly pulled back at the words. Her face was flushed and she looked in a slight daze before she blinked and looked down at Leopard. She was looking up at her with half lidded eyes and was a flushed mess and was panting. "R-Right... I guess..." The succubus smiled down at her companion and patted her cheek. "Looks like I have to go for now... Think about what I said, be a good girl Kiwi. Let's meet again soon okay." Slowly, she let go of the other girl and stood up before she began to walk out with Kiwi's dark eyes watching her as she left. The military girl sat up and looked on. One of her hands touched her lips while the other went between her legs. Her dark eyes glittering as she squirmed in the aftermath of Baiser's attention.

Utena stepped out into the perpetual night around Nacht base. She felt better than she had in days. That roiling core of energy inside her was gone though it felt like another one was taking its place already. It didn't feel quite the same however. As she walked the path toward Venelita who was already making a portal back home, she stopped and looked at a tall Stalagmight. She looked down at her riding crop and remembered the fight she had with Leo. She raised her crop up and swiped it through the air. Nothing happened, no rush of power, no wave of chaotic energy, nothing. She looked down at it again. 'How did I do that before?"