Gushing Succubus

by Kinathis

What if it wasn't only Utena's magical girl outfit that looked like a succubus? What if her powers themselves leaned more the demonic creatures of seduction and domination as well. Her name is Baiser after all, how can resist living up to her name and kissing such cute magical girls.

7. A heartthrobbing Day

Utena awoke in her bed as her Magenta alarm clock went off next to her. Slowly, she sat up and yawned as she reached over to shut it off. Last Night had been a late one for her. The heist, the battle with Tres Magia, and toying with Magenta had meant she didn't get a lot of sleep. Yet despite this she felt good. Infact once she blinked she found that in spite of the lack of sleep she felt better than she had in a long while. She could feel the molten magical energy inside her from her encounter with Magenta, she had no idea the magical girl had so much mana inside her. Utena reached up and felt her forehead. She didn't feel feverish or sickly at all, quite the opposite.

Once she brushed her teeth and got her school uniform on before heading downstairs for breakfast. Her mother looked up and smiled at the teen.

"Utena, you're looking perky this morning, did you have a good sleep?" Kana Hiiragi said as she set a plate of food down for her daughter.

"Uhh, y-yes, I had a good sleep."

As Utena sat down and started to eat, something else caught her attention. Food fell from her fork right back onto her plate as she stared across the room at the TV

"The newly announced Villain of Enormita, Magia Baiser, was seen last night on a spree of robberies before Tres Magia was able to intercept and stop her rampage." The view shifts from the news anchor to an aerial video that had to have come from that helicopter that was around the night before. The video feed clearly shows a standoff between Baiser and Tres Magia. Both sides stared at each other before suddenly both sides burst into motion and the pair of ATM monsters attack Sulfur and Azul while Magenta dashes through to attack Baiser directly.

"That's been on all morning. That villain robbed a bunch of ATMs overnight and got into a big fight with your favorite magical girls." Kana looks at her worriedly. 'She looks up to them so much, I hope nothing bad happens to them.'

Utean starts and looks up at her mother. "O-oh y-yeah... I hope they are alright." She tried to not listen to that every shrinking voice inside her that told her the things she had done were wrong and that what she did to Magenta was terrible. But that voice was getting quieter and quieter with each passing day.

The sun was shining. The late spring air was warm in the sun but cool in the shade and a far cry from the heat of the summer that was a mere few months away. Utena Hiiragi walked along the path to school that so many other girls her age took and though she was on her way to school her thoughts were off on a much different subject. Her mind was occupied with thoughts of her actions and battle with Tres Magia last night.

'I really did a number on Magenta this time. Was this the worst I've done to them yet or was what I did to Sulfur the worst? Maybe it was all the electro play with Leopard. It's all starting to blend together now. After last night I really can't deny that I'm the bad guy now. And yet despite that, I feel better than ever.'

She DID feel good, great even. She had been surprised when she saw herself in the mirror after she woke up. Her hair had been shiny, her skin was clear, glossy, and positively glowed with health. 'I feel so refreshed, I guess all that magic is good for the body.'

Even now she could still feel that mass of stolen magic inside her, like a ball of molten lava bubbling away and slowly melting and defusing into herself a little bit at a time. 'I hope Magenta is alright... I hope I didn't hurt her by taking all that mana from her...' Much as she wanted to toy with and bully her magical girls, she didn't want to HURT them.

Utena sighed as she continued to talk and ruminate on her actions last night. She had gotten home nearly at midnight by the time she had stowed away her ill gotten goods in one of the many empty side rooms of Nacht Base. Though she hadn't had time to count it she had taken a small small amount of the pile of bills for herself. There had been some Tres Magia merch she had been eyeing recently that had previously been out of the range of her monthly allowance. 'I can't get away with getting anything big. Full scale statues, one day you will be mine. I'll have to settle for those 1/3rd scale figures I've always wanted!'

The thought of finally getting those much larger and more expensive figurines did bring a blissful smile to Utena's face. So wrapped up in her thoughts she didn't notice the steps coming closer until someone called out to her from right next to her.

"Utena!" Called a voice full of cheer from only a couple of feet away.

The sudden sound and call of her name startled Utena from her thoughts and made her look around for her assailant. She turned to find the pink haired girl she sat next to in class smiling at her, it was Haruka Hanabishi.

"Waahh! H-Hanabishi... Good morning."

"Call me Haruka! And good morning to you too."

"R-Right. Good morning H-Haruka."

The peppy girl leans in. "Did I scare you? Sorry about that!"

"Just startled me, that's all." Utena took a deep breath and let herself calm down. As she did so Haruka looked at Utena curiously.

"Wow Utena! You are looking radiant today! Your skin is practically glowing, it's very pretty!"

"Pretty?! Uhh... T-Thanks Haruka. I guess I do feel pretty good today."

"Hehe, I guess you got a good sleep then."

"Y-Yeah, you could say that." Utena rubbed at her arm nervously.

"Well that's good to hear. Glad you have really gotten over your fever from before."

'Ahh, Haruka is so nice.'

The pink haired girl yawned. "I think I could have used more. The weekend was pretty tiring. Oh! Say, exams are right around the corner, have you been studying?"

The reminder that exams were soon hit Utena like a punch to the gut. She had in fact not been studying at all recently.

"Guhh... Uhh.. N-No, not much recently..."

For once Haruka sounded nervous. "Ehehe...Y-Yeah... Me too... Uhh..."

Utena found a kind of comradery in her classmates worry over her own grades. "Th-That's bad... We should probably study more..."

"Utena"

"Y-Yeah... Especially math... I'm really bad at math..."

"I'm not so great at it either..."

"Utena!"

Neither of the two girls noticed the other figure that was rapidly approaching them from down the street. Another girl was sprinting directly for the pair.

"UUUTEEEENNNNAAAAAAA!"

Time seemed to slow down as a cheery shout came a moment too late for either girl to do anything other than start to turn. Haruka watched in horror as a girl with ash blond hair barreled full body into Utena and knocked her to the ground in a heap.

"Aaagghh!"

"Utena!?" Haruka ran over and looked down at the two on the ground. The blonde had ended up on top of the meek girl and was giggling to herself as she sat on top of Utena. The other girl seemed to be in a daze for a moment before she managed to collect her senses and look up at the person sitting on her.

"Wha...What? Ki...Kiwi is that you?" Utena tried to prop herself up as she looked at the busty teen. "What are you doing here?"

Kiwi brought a floppy oversized sleeve to her face and smiled coquettishly. "Well you said we should meet again soon. So here I am, and here you are. Sorry I didn't come sooner, we forgot to exchange numbers." The blonde crawls off of the other girl and helps her up before dusting Utena off.

"Thank you... I guess I did say that, didn't it... Wait..." The golden eyed girl looked Kiwi up and down. Aside from the oversized sweater that hung off of her arms she was wearing the same green, white, and yellow uniform as herself. "That uniform... I don't remember seeing you around the school?"

"Hehehe... That's because I just transferred here! Starting today I'm going to the same school as you, Utena!" She beamed and leaned in, her cheeks flushed in delight at the situation.

"Can you do that?"

"We even get to be in the same class! This is going to be so fun! Take care of me hun-ey 3." The blonde said before abruptly hugging Utena and prompting the shy girl to freeze up.

"Ki-Kiwi!"

Haruka watched with relief and amusement. She was glad that Utena seemed to be fine after that tackle. This new transfer girl already appeared to know the quiet girl. It was nice to see that Utena seemed to have a friend. 'I can't really call myself a friend since we have only talked a couple times. I thought Utena didn't have any friends but it's good to see she has someone. I hope we can all be friends.'

*DING DONG DING DONG*

The bell rings once again as it does every day to tell everyone that it's time to go home. Many students eagerly get bags or head over to their friends and chat. Utena watched as Haruka, Sayo, and Kaoruko gathered up and started up a friendly conversation with each other. The friend trio noticed her look and gave her a wave goodbye before they headed out together. She gave them a wave back before packing up her things. Utena was about to leave when a human projectile struck her.

"UUUUTEEEENAAAAA!"

Kiwi Araga, the newest member of the class skidded into the doorway of the classroom and promptly sprinted at the shy teen before barreling her over in an overly affectionate hug.

"Aaahhgg...K-Kiwi, why do you keep tackling me?"

The blonde bomber girl climbs off of Utena and smiles. She blushes and bats her sleepy eyes. "I just missed you. I've been super excited to see you again." She sticks out her bottom lip and pouts. "I would have joined you for lunch, but I had extra transfer stuff to deal with."

"That's okay. I usually eat alone anyway..."

"Heeeee... Well not any more! From now on we will eat together, Bestie."

"H-Huh? Well I don't know..."

Before Utena could finish her sentence she was pulled up off the ground and hugged by the blonde

"Hey hey, want to go out and have fun now that school is done?" Kiwi leaned in close and gave the other girl a lazy smile.

The closeness of the contact made Utena break out in a blush as she was suddenly forced to remember their first meeting and the things she did to Kiwi. "Ahh ahh... Well... I-I guess... We could."

"Yaaaaay! Lets go, Utena!" The blonde cheered as she all but dragged the other teen out of the classroom.

The two teens made their way into the city from school. Utena was blushing hard as they walked together, hand in hand. Her eyes may have been on the street ahead of her but her attention was firmly on the sensation of her hand being held by Kiwi. The energetic extrovert was moving full steam ahead and there was little the other girl could do to stop her.

"Hehehe! Ive been waiting for this ever since our battle. Our first date. My first date with Utena!" Kiwi was delighted to say the least with her current state of being.

"D-Date? A date?" This was not how Utena expected this to go. She had only just really met the other girl. Sure they had a magical girl battle, sure she had electrocuted her, sure she had groped her, sure she had made out with her, but that didn't mean she was aiming for a date. Utena had never been on a date before. She had been a shy wallflower her whole life, except for when she was running away as Magia Baiser anyway. 'I'm not against the idea but... I've never...'

"Yeah! After our fight I haven't been able to stop thinking of you. You were so hot! That kiss we shared, it was amazing." Kiwi squeezed Utena's hand and gave her an easy smile. "You're my first real friend, totally my bestie. I really want to get to know you more...And maybe be more than friends."

Utena couldn't help but blush at the other girl's honesty. She supposed she had given her quite the first impression. "W-Well... Lets... Let's take this one step at a time okay."

"Kayyy!"

Their first stop on their impromptu date was a popular cafe and cake shop. They placed their orders and waited for the server to leave before Kiwi leaned in. "Hey hey, let's exchange numbers now. I want to send you all the snooches and cute pics!."

Utena blushed and took out her phone. It would be good to have Kiwi's number to keep in contact in case she needed help, and it was hard to say no to the energetic girl.

"There we go. Heehee, now I can talk to you whenever I want!" It only takes a second or two before Utena's phone buzzes with a message from Kiwi that's just a kissing emoji that brings an embarrassed smile to the shy girl's face.

"Oh by the way. You've been blowing up on social media. What you did the other day is all over." Kiwi pouts. "I wish I could have been there to help you. Next time we fight together, okay!"

Utena looked down at her phone, she had been following the fallout from her little heist on the weekend. People were happy to see Tres Magia fighting monsters and battling the new villain. Thankfully however, they had not seen what she did to Magenta in that construction site. She had even made a few posts herself on both her normal account and on her Baiser account. That account had suddenly gotten a lot of followers, comments, and private messages. It made her feel all warm and fuzzy to see people curse her out and defend Tres Magia. She smiled every time she got a message telling her that Tres Magia would defeat her.

"Sure, I'd like that." It would be good to have a friend to watch her back. 'It will be a lot easier to play with one of them if I have some help.' That sudden thought had her blushing even harder which Kiwi took as Utena simply being happy to have her around.

"So where you-" Kiwi was cut off when their server came back with their orders. Two plates of thick fluffy pancakes with jam, syrup, fruits, and icecream. "Oh look how cute they are! I gotta get some pics of this." Kiwi took out her phone and started snapping pictures of their cakes before hurrying over to Utena and putting an arm around her. "Hey hey, let's get a pic of us too!"

"Wait Kiwi I don't really..." It was already too late. There was nothing Utena could do to stop the seemingly irrepressible girl. 'She really likes me a lot. Did I really make that big of an impression? Not that I don't like her, she is just so outgoing it's hard to keep up with her.'

"One last picture!" Kiwi snuggled up close to Utena before holding up her phone to take a selfie. "Say cheeze!"

She looks like she is having fun. Maybe... Maybe I should just try to go with the flow...' She may not beam at the camera like her friend, but Utena manages a small smile and holds up a shy little V with her hand. Even that small display was enough to make Kiwi even happier.

"Yay! That's totes cute, I'm going to make that one my home screen. I guess that's enough playing around, let's dig in."

The ashen haired girl takes her seat again and cut into her stack of pancakes and fruit. Sweet sticky syrup dripped from her forked confection as she quickly stuffed it into her mouth. Kiwi danced in her seat from the sweetness that filled her mouth. The sour tang of the berries mixed with the juicy refreshing flavor of the peaches between the fluffy pancakes, the authentic maple syrup weighed its intense sweetness and hints of vanilla and caramel to confection. "MMMMMMM! So sweet! I can feel the sugar taking over!"

Utena smiled at Kiwi's enthusiasm and cut off a smaller bite of her own pancakes. She wished she could be as excited as her new friend was and cursed her own shyness. The only people she ever ate in front of were her own parents. She never ate with people from school or had any friends to eat with. Normally she sat alone at the top of the stairs to the roof to have her lunch. It was silly and she knew it, but it was her comfort zone. She thought about the past week for a brief moment, she had done so many embarrassing things in such a short amount of time, heck her villain outfit was super embarrassing, though she was getting used to that. 'Maybe I'll get used to this too. That would be nice. I'd like to be a little more outgoing, maybe not as much as Kiwi but...'

Utena was pulled from her thoughts by her friend. "Utena? Something wrong? Do you not like what you ordered?" The other girl seemed genuinely worried for her. Shame and anxiety welled up inside her from her melancholy. Kiwi had invited her out and was being really nice to her and here she was having trouble even eating with the other girl. "W-Well, no it's not that... It's just, I'm not used to places like this and I just have trouble eating in front of other people. I don't even eat with others at school."

"What?! Nobody? Gosh you're a total loaner." Kiwi said bluntly.

The bluntness of Kiwi's resonance only made Utena feel like she was letting the other girl down. However, just as she was about to put her fork down and apologize Kiwi leaned over and cut off her apology by pushing a forkful of sweet pancake into her mouth. The ashen haired girl was grinning at her.

"Heee... Don't worry Utena, Kiwi is here now and Kiwi won't let you be all alone."

The other girl's words made her heart flutter and brought a blush to her face. "Kiiiwiihh..." She mumbled through a mouthful of pancake. When they had initially met Kiwi had come off as selfish, and self absorbed with her goal of being seen as the cutest girl in the world. But seeing her now, she was actually really nice.

Their date continued from the cafe to other hotspots around the area. A movie theater was their next stop. They had gotten tickets for a superhero movie and while Kiwi clearly had no interest in the movie itself she snuggled up to Utena and leaned on her while holding her hand. It seemed that alone had been more than enough to satisfy her. After the movies the pair went shopping in the nearby mall with Kiwi all but dragging Utena into clothing shops to try on outfits.

"Oh you look so cute in that Utena!" Kiwi gushed as Utena slid aside the dressing room curtain to show the lavender colored sundress she was wearing. Its material was light and soft and showed off her shoulders. The dress went all the way down her legs and reached almost to her ankles. It was a nice dress and Utena liked it. It, along with a nice hat would be perfect for the heat of summer that was only a couple months away.

"You think so? Well... I guess I do like it, it's pretty nice."

There was a small click and flash as Kiwi took a picture of Utena with her phone which only served to make the shy girl blush and protest. "We should get it then! Oh, I'll totally buy it for you, you look super sexy in it."

"N-No it's fine, I can get it myself..."

"Nah it's fine, you got the movie I'll get this."

"I...Well... If you're sure." It felt so strange for someone to be buying something for her that wasn't her parents. Not that it was bad, just different. As strange and new as it was, it did feel nice to have someone so attentively focused on her, it made her feel special.

With new outfits in hand the pair head out. It had been a fun afternoon for the both of them and they had been out for hours but it was getting closer to evening and would soon be time to go their separate ways. As they were on their way to the nearby park and get some popcorn and icecream, Utena's attention was captured by something and suddenly she remembered what she was going to do today before Kiwi had gotten her to go out on this date.

"Oh! That's right! Would you mind if we made one more stop?"

"Another stop on our date? Hehehe, how could I say no to that, let's go!"

"This is the extra stop...?" Kiwi said in a dead pan tone as she looked around at all the magical girl merch on the shelves. There were things from many magical girls on display but most of it was filled with Tres Magia merchandise like figures, posters, books, guides, mugs, shirts and other things. While Utena clearly adored them, she herself did not, her dislike of the three magical girls had not abated in the least.

The ashen haired girl sighed and watched as Utena ran around like a kid in a candy store that had just gotten their allowance. The sight of her darling being so happy did bring a smile to her face, perhaps this was a worthwhile stop after all.

"Oh look at all this! Oh They have a new Azul figure too. Ahhh! There they are. The 1/3rd scale figures!" Utena all but sprinted over to a display of figures that were each over a foot tall. They were of course of the Tres Magia. Each of the display pieces were posed with their magical girls signature weapons. Magenta with her spear, Azul with her sword, and Sulfur with a pair of transparent gold disks in her hands. 'It's such a shame she doesnt show off those giant fists. She was so soooo cool with those. I want a figure of hers with those so bad aaaahhh.'

Any misgivings she had about what she had done over the weekend quickly went out the window now that she was here and had the money to get these figures she had wanted for so long. She picked up one of each of the boxed figures with a carefulness that was completely at odds with the excited energy that buzzed around her.

"Damn girl, those things aren't cheap, you really do love magical girls... Wish I had some merch, I wonder if she would go gaga over some bad girl figures.' Kiwi liked the idea of having figures of her Leopard persona on shelves. There was after all, no way anyone could resist her sheer cuteness.

Utena had a look of complete and utter bliss as she walked out of the store with her bags. Each one was stuffed with figures and she truly could not be happier. She knew exactly where these were going to be displayed in the shrine to the Tres Magia she called her room. "Ahhh this is bliss. I've wanted these figures for so long."

Utena's gushing over those magical girl figures drew a pout to Kiwi's face. She was happy that Utena was happy, and she was so darn cute when she was excited but even so. She wanted Utena's attention on her, not them.

"Heyyy! Don't go all gaga about those three, this is our date!" Kiwi huffed.

The girl's outburst started Utena out of her reverie. "Wha... O-Oh, yeah, that's right, you did say you hated Tres Magia...I'm sorry."

Kiwi stared at Utena for a long moment. She had been acting so odd all day long. It was completely, utterly at odds with how they had met. The Utena now and the Utena she had fought at Nacht Bace were like two completely different people. Kiwi sighed and sat down on a park bench and patted the spot next to her. Utena soon joined her and the two girls sat together.

"You know. I've been watchin you all day. You're so different than when you are transformed, it's crazy. You were a total sexy freak when we fought. Now you're so shy and cute it makes my teeth hurt."

The introverted girl nodded her head and rung her hands. "I... Yeah, I know. I don't really understand it myself. When I transform I just can't hold back or stop myself. I feel so strong and confident, and I start feeling so, I don't know. Worked up I guess? And all these feelings start bubbling up inside me that I just can't push down. Vena said my costume is a reflection of what's inside me, but I don't know if I like that..."

"So the you on the inside is a totally sexy degen freak that wants to dom every cute magical girl around?"

"D-Don't say it like that!" Utena blushes furiously and presses her lips together in a firm line. "But... Maybe, I guess... I'm sorry if I made you really uncomfortable."

Kiwi suddenly grabbed Utena's hand and squeezed it making the other girl squeak. "No way! It was hot as fuck! You're sexy as hell when you're all. "Fufufu look at you on your knees, doesn't it feel good when I play with you." ".

"S-Sexy?" Utena's blush got deeper at that. She wasn't like that, was she? She knew the stuff she did as Baiser was wrong but Kiwi seemed all for it. "B-But didn't it hurt?"

Kiwi flushed and let out an actual growl. "It hurt so good, and the way you held me after was so nice. The kiss was so hot I've been thinking about it since it happened. And... The way you called me the cutest girl in the whole world... It...It made me really happy."

"Kiwi..." Utena could feel her heart pound in her chest. Kiwi was really cute, and what she said made her feel so much better about what she had done to her. She could feel Kiwi's hand on hers, could see the sincerity on her face and in her big wine-red eyes. Utena squeezed Kiwi's hand and with her heart pounding started to lean in closer to the other girl. Kiwi saw Utena lean in closer and leaned in as well. Utena could feel the thudding of her heart in her chest, the heat of her own blush, and the rising excitement inside herself. Unfortunately for them, their kiss-to-be was interrupted by a sudden light and rush of energy as their stars suddenly activated seemingly on their own. The two blinked in confusion before jumping up and looking down at themselves to see that they had transformed into Baiser and Leopard.

"W-What?! Not again! Why did we change!?"

A shout soon got their attention as some civilians in the park pointed their way. "Look! It's that Baiser chick. It's Enormnita, run!"

"Oh fuck, this is not god, we need to get out of here."

Kiwi looked down at herself and smirked before shrugging. "Why? This could be a pretty fun way to end our date!"

"If we don't get outta here Tres Magia is going to show up any minute."

Kiwi flashed Baiser a brilliant smile full of confidence. "Then if they do, I'll fight them right alongside you Baiser."

"Ki-Leopard..."

"Sorry to break up your touching moment there Enormita." Said a clarion voice from above them.

The members of Tres Magia were at their usual meeting spot for discussions. The corner booth of their favorite family restaurant that sat across the street from a lovely little park. The three of them were quiet as their sodas and fries were dropped off at their table. Once they were left alone the three of them let out a collective sigh.

"How are you feeling Haruka? Tired?" The blue haired Sayo asked the pink haired girl next to her.

Haruka smiled and nibbled on a fry. "I'm feeling fine. I was kind of sleepy yesterday but today I'm right as rain."

Kaoruko grumbled and took a sip of her soda. "Hmph... When that gal got me I was down for almost two days. How come you bounced back so fast?"

"He he he. Haruka is tougher than she looks." The pink haired girl looked quite proud as she puffed up her chest.

Seeing her friend's peppiness brought a smile to Kaoruko's face, though it was short lived. "Girls, we gotta talk about what's going on. That Baiser gal is making fools of us, not just that, the way she beats us and toys around with us..." The memory of what happened in the monastery came back to her and she couldn't stop the blush that came to her. She remembered the fight well, her ploy to get more intel on Baiser, and her capture at Baiser's hand. The starkest memory of all was how she had been locked up against that monster as Baiser toyed with her. The way her fingers and tail worked on her body, the way her wax clone played with her pussy and then there was that mind melting kiss. She had never kissed anyone before Baiser and she didn't know if how good it had felt was testament to Baiser's skill or her succubus powers. Either way it didn't matter, all that did was how that kiss stole her strength and made her feel things she never had before or after. Kaoruko could feel herself heating up at the intense memory and shook her head to try and clear her thoughts. "A-Anyway. She is more formidable than I thought."

"Y-yeah... She really puts us through the ringer when she gets her hands on us..." It was Sayo's turn to blush as she remembered her alone time with Baiser at her family's shrine. Magia Baiser had spent nearly half an hour teasing, fondling and caressing her body while she had been blindfolded. She remembered every minute of it but her mind always dragged her back to the feelings that her kiss had stirred up in her. It was something that had kept her up at night since it happened.

The events of the weekend were still very fresh in Haruka's mind. She had been trying not to dwell on what had happened when she had fought with and then pursued Baiser into that construction tower. She had been chained up, groped and played with. The succubus had kissed her and spanked her. She had said how she wanted her to be a good girl and good girls get more kisses and bad girls get spanked. Baiser had been, for the most part, gentle and not harmed a hair on her aside from the spanking, an event that had not really been so bad in hindsight. It had even felt kind of good when her hands had smacked her rear. Then there was that tail and how it had slid into her panties and... Haruka let out a squeak and shook her head to try and push away her thoughts. "It wasn't that bad... It wasn't like she hurt me or anything..."

That was something Baiser had said to her. That she didn't want to hurt her, or any of them really. But then, why did do the things she did? Why fight them at all? Why steal and frighten people? This whole situation with the succubus didn't make sense. But, the intuitive girl had not heard any lies in Baiser's voice and that only made her more confused. As she thought about Baiser and what she had said, she couldn't help but think about the things she had done to her in that construction site and her heart began to flutter in her chest.

All three girls were blushing and looking away from each other. Slowly they all share a look with each other and a moment of heavy silence hangs over the group. After a long minute Haruka is the first to speak.

"Umm... Girls... You don't feel anything... Anything weird about her... Right?"

Kaoruko and Sayo both flinched.

"N-No! Why would I? D-Don't be ridiculous Haruka." Kaoruko huffed, though her blush only deepened a shade.

Haruka was silent for another minute as she looked at both of her friends.. "This isn't good is it? Do you think... Are we... Crushing on Baiser..."

It was a worry and realization that had been hanging over the girls of Tres Magia through that silence. Each one had been thinking the same thing about themselves but Haruka's words put a spotlight on their worries. Each of them looked down at the table as their flushes deepened in further embarrassment.

"Does your heart start pounding when you think of her kissing you?" Haruka brought a hand to her lips and touched them as she remembered that knee weakening kiss that she had shared with the succubus.

"Does the memory of what she did keep you up at night?" Kaoruko had lost sleep thinking about that battle at the monastery and how she had been defeated. It wasn't just the loss, but what happened after. She had spent hours in the dark of night in her bed thinking about the things Baiser had done to her while she had been bound to that cross. In that encounter she had had the first orgasm of her life.

"Did she make you feel really good?" Even several days after her encounter at her family's shrine Sayo still thought about what had happened. The memory of how helpless she had been haunted her. But it wasn't just the helplessness, it was how Baiser had had her at her mercy for so long. She could have done anything to her, but instead she had spent so much time simply caressing her body, exploring her and kissing her. It had felt so nice, even now thinking about it made her heart pound in her chest.

One by one each of them whispered questions that made the others flinch with the pure implication of the words. The heavy silence loomed over them until finally Kaoruko all but slammed a fist down on the table in frustration. The sound drew the attention of others in the restaurant for a moment before the onlookers went back to their own meals. The blond grit her teeth and looked away.

"That's... We can't let that happen... Heroes don't fall for villains... Heroes don't get crushes on the bad guys." Such a thing could not be allowed to happen. It was so wrong. It would be an affront to them being heroes. But she would be lying to herself if she said that there wasn't some small part of her that got excited by that damn succubus.

"It would be a lot easier if she acted like a real monster and wreaked havoc... But all she has been doing is toying with us and making us feel good as she does it..." Kaoruko sighed and took a drink from her soda to try and distract herself.

"I guess it would be a huge scandal if we let this go any further. This is getting so complicated. It used to just be monsters we fought, but now..." Haurka followed her blonde friend's example and sipped.

Sayo gulped as a terrible thought occurred to her. "It's not just the crush part... What if EVERYONE else sees what she does to us..."

THAT thought made Haruka and Kaoruko spit out their sods and start coughing."

*Cough* *Cough* *Cough*

"W-What... Oh god... I didnt even think about that..."

"That would be so embarrassing."

"We have been lucky so far that everything she has done has been away from people. But what if she gets the better of us again in a more public place... If she starts playing and toying with us in front of people..." The blush on all three of them went nuclear at the thought of Baiser playing with their bodies in front of actual bystanders. Not only would that be mortifying but it would surely ruin their public image. There was no way people would enjoy seeing the city's heroes get molested by a stuped sexy succubus villain. Heroes were not supposed to get tied up, groped and fondled by villains in front of the people they are meant to protect.

"That... That would be really bad." Kaoruko shivered. She didn't really care for how they had to play it safe in front of people, she would much rather go all out. But the idea of everyone watching her get groped and spanked by Baiser was a bit too much even for her.

"B-But, that is something we will have to just deal with... Unless we totally defeat her in our next fight it's... It's going to happen to us one day eventually, our luck will run out. I doubt Baiser would be so kind as to keep her bullshit out of the way of the public forever."

It was a troubling thought for Haruka and Sayo, but they nodded. It was an inevitability that they would have to face. Dealing with Baiser was not going to be full of clean fights, and they were bound to be caught out one day.

"But what we can control is ourselves... We can't let this... Crush... Get the better of us. That's all it is, a crush. It will go away. But until then let's make a pact. We won't fall for her, no matter what." The blond put her hand in the middle of the table and looked at her friends.

Haruka and Sayo looked at each other for a moment and nodded before putting their hands on Kauruko's

"We will endure this."

"Let's do our best!"

With that said the three breathed a collective sigh of relief. It felt like a weight had been lifted from their shoulders now that they had aired out their dirty laundry. However that relief didn't last long as they felt a familiar sensation tug on their minds. At the same time they looked up and turned to the window that looked out at the park. They could see her. There in the park across the street was Baiser standing next to a girl in a green outfit. They could sense the dark magic on both of them. Baiser was with another dark magical girl, another member of Enormita.

Utena looked down at herself as the light faded away. Her gold eyes took in the view of her mostly exposed breasts and the sight of her villain outfit. Panic ran through her as she jumped up and looked at Kiwi who was now in her military styled outfit.

"W-What?! Not again! Why did we change!?"

A shout soon got their attention as some civilians in the park pointed their way. "Look! It's that Baiser chick. It's Enormnita, run!"

"Oh fuck, this is not god, we need to get out of here."

Kiwi looked down at herself and smirked before shrugging. "Why? This could be a pretty fun way to end our date!"

"If we don't get outta here Tres Magia is going to show up any minute."

Kiwi flashed Baiser a brilliant smile full of confidence. "Then if they do, I'll fight them right alongside you Baiser."

"Ki-Leopard..."

"Sorry to break up your touching moment there Enormita." Said a strident voice from above them.

Baiser and Leopard both turn and look up to see the members of Tres Magia

"Oh damn it..." Baiser sighed

"Wow, they got here fast..." Leopard scoffed. "Don't you girls have anything better to do?"

"I should be asking you that. Shouldn't you be anything other than a nuisance." Sulfur looked down at the two villains. She knew to be wary of Baiser now but this new girl in green was completely unknown. She was wearing an outfit that was just as lewd as Baisers, the girl wasn't even wearing pants or a skirt, aside from the coat she just had a thong and some thigh high boots on.

"Huuuuh? Look lemonhead, we haven't even done anything, so scram, you're ruining our day!" Leopard jeered as she made a shooing motion with her hands.

Sulfur twitched and smiled dangerously. "Oh what's that? Is it the mating call of a coward I hear? Such a shame, and here I was hoping for some action." Sulfur's blue eyes looked between the new girl and Baiser. She wanted to fight Basier, to get back at her for humiliating her. What she did, the way she touched her, the things she made her feel. She had put up a strong front for her friends but even she had been troubled by thoughts of that damn succubus. 'Calm down, calm yourself sulfur... You'll get her back for everything.' On the other hand, this new girl was already pissing her off and she had only interacted with her for less than five minutes.

Baiser schooled her thoughts and expression. Now was not the time to be off balance despite the impromptu encounter, villain's are collected, in control, ready for anything. The succubus crossed her arms under her bust and raised a hand to her chin and mouth. She smiled up at the magical girls as she let her persona as Baiser take over. She felt her new nature as a dark magical girl, and as a succubus wash away her doubts and filled her with seductive confidence. "My my, this may be a bit of an impromptu meeting but I can't say I'm sad about it. I do love seeing you girls in action. And you came to us so fast. Were you waiting for me, looking forward to our next meeting perhaps?" Baiser looked between the three of them. "I know it's been a while for the two of you. But we played just the other day, Magenta."

All three members of Tres Magia looked at the succubus. Their reactions to her words varied but every one of them blushed. Magenta had nearly gone beet red when the succubus mentioned their altercation from a couple days ago. Sulfur narrowed her eyes and grit her teeth through her own blush while Azul went strangely stiff as she stared at the villain. Something about Azul's demeanor caught Baiser's attention, some predator instinct inside her focused on how stiff and unsure she seemed, almost like a deer caught in the headlights of an oncoming car. She felt an excitement rise inside her and her smile widened into something manic that showed off her fangs. "Leo dear, why don't you show me what you can do? Take those two..." Her smile turned into a grin as she drew her hand down to her chest and manifested her riding crop as if she was pulling it out of her own breast. "I think I want to have a bit of alone time with Azul."

Leopard looked over at Baiser with wide eyes. The change between Utena and Baiser was a world of difference. Utena had been shy all day long and now here she was, standing confidently as Baiser. She looked so... So... Sexy. The confidence, the seductive aura, the way she looked at Azul like a hungry wolf. Leopard felt a pang of jealousy at that look. She wanted Baiser to look at her that way. She looked up at the three magical girls and smiled before drawing her derringer. 'I'll make her look at me like that. I'll show her how great I am, watch me Baiser.'

"These goodie goodies won't know what hit em. You hear that Pinkie and Lemonhead! You're facing the great Leopard!" She grinned and couched before leaping into the air. She pulled the pin on a grenade and hurled it like a major league pitcher at the magical girls. "I'm going blow you to fucking peices!"

*BOOOOM*

There was a loud detonation as the grenade went off. Once the smoke cleared it revealed the three girls unharmed behind the protection of Sulfur's shields. Magenta and Sulfur look at Azul and the three share a silent moment between each other before Sulfur drops the shield and the three split up. The pink and yellow magical girls charge after Leopard as Azul manifests her sword before diving right for Baiser.

'I can do this, I can fight her. I have to stay focused and not give her an opening.' Azul rushed at the succubus and brought her sword down in a vertical slice. Baiser back stepped away just in time to avoid the attack as she sent magic into her crop. She couldn't afford to be reckless with her magic and fling it around. She didn't yet have full control of it and could very well seriously wound Azul with that kind of power if she wasn't careful. Even in the heat of battle she didn't want to hurt them. Her crop was bathed in her purple liquid looking magic as she swung her tool like a sword and clashed with Azur. She felt the other girl push against her, felt her strength and magic. This close to the blue guardian she could feel her determination to fight. Seeing the magical girl come right at her and fight her with such resolve excited Baiser.

Baisers tail whipped in excitement as she struggled against the other girl. "Coming right at me are you. I didn't know you were, Aahh, that eager to see me Azul." She moved to the side and let her crop slide away from Azul's sword only to whip it back at her in a magic infused strike. There was a bright flash and a loud crack as Azul's sword met her and blocked the attack.

"A-As if... I'm not going to let you do whatever you want Baiser." Azul grit her teeth and pushed against the villainess. 'Why is she so strong? That isn't even a sword, and that weird light, is it her magic covering it?' Why can't I push her back. If I don't then... Then that will happen again...' The teal haired girl blushed and tried to steel her thoughts as she stared at Baiser. The succubus was grinning at her, her eyes were glittering with excitement as she stared back. Azul watched as the succubus grinned even wider as she seemed to notice the intensity of Azul's Attention. She licked her lower lip and her eyes widened with redoubled excitement.

"You're looking at me so intensely Azul... I knew it, you are eager for this, eager for a real fight. Oooohhh, you're making me so excited! Show me how much you can take!" She could feel Azuls determination, it surrounded her like armor, but under that, between the gaps she could taste frustration and... Desire. Baiser's expression went manic as power seemed to surge through her. "How about we try something new I came up with..." The succubus pushed and shoved Azul back only to rush in and swipe at the magical girl with her crop. "Desiderio!" Baisers gold eyes flashed for a brief second as the magic around her crop went from purple to pink. Her crop whipped and smacked into Azul. The blow sent her staggering back a few steps in a burst of pink fire that left the girl gasping for breath.

"Ahhh! Hnnnn... Haaahaaa..."

Pink fire crackled over Azul's body for a moment before fading. The magical girl gasped and shuddered as her body suddenly grew hot. Sweat sheened on her skin as her heart pounded in her chest, and this time not from mere physical exertion. 'Wha-Whats happening... I feel... So hot...' Azul felt the heat throb inside her body and suddenly her clothes seemed unbearably tight. She let out a gasp as the fabric of her dress rubbed against her breasts as her nipples hardened and pressed even harder against the clean white cloth. Heat pooled between her legs and she could feel it as her panties grew wet and suddenly felt too tight and constraining.

"HEH...Hehehe..." Baiser tittered and raised her hand before smacking her crop into it. "I've been waiting to try something like that out for a while now. How does that feel, Azul, getting a little hot under the collar? Don't stop now, the forplay has only just started. Let's keep going." She grinned and bit her lip in anticipation and her breathing grew heavy as she watched Azul struggle against the lust that was building inside her. Baiser could feel it, the swirling desire that was blooming in the other girl. It was going to taste so good. 'I can't wait. I want to drink her! I want to taste her! Lets go Azul lets go lets lets go!' "Let's see how long you can last with your body like that." The succubus runs a finger up the length of her riding crop and starts to advance on Azul, her hips swaying back and forth as she struts slowly towards the magical girl.

Azul's breathing grew heavy as she looked up to see Baiser strutting towards her. She watched the succubus's hips sway back and forth, watch her tail curl and whip behind her. She couldn't help but look the other girl up and down, from her skin tight pants to her exposed stomach, to her almost uncovered breasts, and finally to her pretty face and those lovely golden eyes. She gulped and took a step back as she raised her sword. This was a totally different situation than their showdown at the shrine and yet the feeling of helplessness was rising up inside her again. Maybe it was because of that strange attack she had been hit by, but she couldn't look away from the approaching succubus. She could feel her heart pounding in her chest and the flush on her cheeks grew darker as the gorgeous girl approached her. "N-No...Wait... Haa haa... What did you do? This feeling, my body..." Azul raised her sword in shaking arms as Baiser got closer and closer.

Baiser could feel the fear coming off Azul, she could taste the heavy mixture of uncertainty, desire, apprehension, lust, fear, and excitement. She stalked closer one slow seductive step at a time. Her golden eyes with their star shaped pupils never looked away from Azul. She was her target, her prey. 'I'm going to defeat you then we will have so much fun together. I can't wait to kiss you, to touch you, to drink you.' Baiser shivered and let out a little moan of pure lustfull need as she stepped within six feet of Azul. "Oh not much, just preparing you for all the fun we are going to have. It will be just like that other time we were alone." The raucous sound of gunfire from above seemed so distant as she homed in on Azul. With every step the girl's emotions got wilder and more panicked. She watched as Azul lifted her ice sword in defence and couldn't be happier. "That's right, lift your sword, show me your resolve to the delightful end."

"Haa...Haa... Haa. I... I won't give in... I promised, I won't." Azul took a deep breath and leaned on that cold ice of her sword and her magic. 'This feeling... It's just her magic... That's all, I'm not attracted to her... I'll show you...My heart won't falter.' Azul swallowed thickly as she raised her sword. She took a step forward and swung her frozen blade at Basier's head. The dark magical girl gave a manic, wide eyed grin as she swept her magically imbued riding crop up to meet her opposite in a clash of weapons. The two struck and pressed against each other. Both magical girls leaned into their locked weapons, their faces close, and each looking into the eyes of the other. It was a strangely intimate moment that held for a moment before Baiser smiled and pursed her lips in a mock kiss before blowing the "kiss" at the flustered magical girl..

With her mental state as fragile as it was, the sight of Baiser blowing kisses at her was enough to make her falter. The succubus felt the sudden spike in Azul's emotions, the flare of panic, surprise, and wanting. She pressed in and shoved the magical girl back before swiping her crop to the side and slapping the sword out of Azul's hands.

Time seemed to slow for Azul as she watched her weapon be batted out of her hands. She felt the stinging pain of the smack on her fingers and recoiled even as she watched her weapon tumble and bounce across the ground. She looked back up at the Succubus in equal parts horror, panic, and burning anticipation. It had happened again, just like back at the shrine, she had been disarmed. Baiser was already approaching her, the villain's face a mask of manic glee and ravenous desire as she all but lunged forward.

Baiser grinned like a maniac as she surged forward those couple of feet to reach Azul. She let go of her crop and reached out for her, her hands snapping around the faltering magical girls wrists like vices and pulled her arms up and to the sides. She leaned in, grinning and giggling. "Hehe, hehehe, Oh no. Oh dear. Looks like I win again. Are you ever going to stop loosing to me, Azul?"

Baiser's touch sent fire through Azul's body as the girl's red eyes looked into gold. She was caught and she knew it. Shame rolled through her as her heart thudded in her chest at the excitement of what was coming. Last time Baiser caught her she had groped, fondaled, caressed and kissed her. It had been an experience that had kept her up at night and led to the inappropriate feelings growing inside her toward the villainess. Her inner thoughts ran wild with wonder at what she would do this time.

"I, stop... Let...Let go of me..."

"No, I don't think I will. Now that I have you in my grasp I'm going to enjoy you."

The words sent a fluttering heat through her belly that only fed into the boiling heat between her legs. The contact and closeness of the other girl, the way she was asserting herself over her, and the lack of control made Azul's head spin.

"I won't... I won't let you..." She protested as she struggled against Baiser's grasp. The arousal surging through her stole strength from her at every turn as traitorous thoughts whispered from inside her to see where this was going to go.

"Fufufu... Silly girl... Villain's don't ask... They take." Baiser purred as she pushed in closer and pressed her lips against Azul's.

Above the two another battle raged. One side hurling a cannonade of magical gunfire and the other weathering the storm coming their way behind magical shields. It was a stalemate, neither side able to gain ground on the other. Haruka pouted as she stayed behind Sulfur's shield. There was nothing she could do if she couldn't close the distance and this Leopard girl was keeping them on the defensive with the barrage of magical attacks. She took the chance to look down and see how Azul was faring.

Her green eyes went wide when she saw that her friend had not only been disarmed but was also being overpowered by the succubus. She watched in horror as Baiser forced Azul into one of her kisses. She knew well how things turned once Baiser got her hands on you, how your will to fight eroded and how she all but made you into her plaything until she had her fill with you.

"Azul! Sulfur, Azul is in trouble, we need to help!"

"Kind of busy here." Sulfur said as she kept her yes on Leopard and her focus on maintaining her shields. "Can't really do anything while this idiot is shooting everywhere."

"But we have to do something." Magenta leans out as if to try and make a break for it only for one of Leopards shots to go whizzing past her. "Eeeep!"

Leo paused for a moment in her fire, she was breathing harder from all the shooting but she looked at the magical girls behind the shield. "Try to run and Leopard's going to shoot you in the back. Are you going to do anything or just hide all day?"

"I don't know, are going to do anything or just shoot pingpong balls at my shield all day."

Leo narrowed her eyes and smiled. "Big talk, I know you can't hurt me unless you get close."

Sulfur merely flipped her hair and gave Leopard a bright smile in return."Please I can barely feel those little peashooters of yours."

Leo's expression turned vicious as she aimed her derringer at them again. These girls were the whole reason she joined Enormita. These attention hoarding bitches were going to get it. "Oh I cant wait to fuck up your stupid face, then Baiser's attention will be on me." There was a click of a trigger being pulled and fire roared from her guns again to pour against Sulfur's shields.

"Azul... Please hang on a bit longer." Magenta whispered as she watched from above.

Azul's eyes widened as she felt Baiser's lips against hers. Even though she saw it coming, she knew it was going to happen, it didn't help. As soon as those lips made contact she felt pleasure rush through her senses. She felt the succubus's tongue lick her lips slowly before it slid inside her mouth. Stars burst in her head as that fire inside her roared into an inferno. This was wrong, she had agreed with the others to resist, to fight, yet now it was so hard to remember that pact now that Baiser's lips were on hers. She desperately tried to pull away from the alluring girl and managed to separate her mouth from the other girls..

"Haa... St... Stop Mmmm."

Baiser pulled Azul back and pushed their lips together again, her tongue darted back inside for a brief moment before she pulled back. "No, I won't. MMmmm'' She leaned in and kissed the magical girl again. Her tail whipped through the air and coiled around one of Azul's meaty thighs before pulling her closer. "Haaa... Don't deny your desire... I can taste it." Another kiss, this time she didn't stop, her tongue plunged inside and slid along Azul's. With each wet needful kiss she tasted Azul, tasted her resentment, her weakening resolve, her swelling lust and desire. "Mmmm... So good, you taste incredible. More, give me more." Her voice was rough and husky, full and dripping with thirst and wanting. Her mouth found Azul's once more, and with each kiss the struggle lessened, and Azul's blazing lust grew hotter. She tasted so good, so much sweet lust and desire was rolling off the magical girl now and with it came the girl's mana and gods did it taste good. Azul's emotions were the appetizer to the main course that was her magic

At the fifth kiss the struggles stopped and the taller girl began to kiss back. Azul's head was spinning, drunk on the succubi's kiss and the pleasure it gave her. She felt the girl's tail squeeze her thigh tighter before she unwrapped it and slid that dexterous limb across her skin and under her skirt. Baiser didn't seem to want to waste time as it slid into her panties without hesitation. Azul couldn't stop the moan that was pulled from her very soul at that touch. Somewhere deep inside she still knew she had to resist but it was simply too much. That attack from before, the kiss, and the succubi's very presence made her want to let it happen.

She was so wet. Baisers tail slid into a hot, slippery mess as the spaded tip glided up against Azul's pussy. The teen was soaking from all the attention and arousal now, her body eager and accepting. As she pulled back from the kiss and swallowed a gulp of sweet magic she knew she could do nearly anything to this girl. Baiser looked into Azul's eyes as she slid her hands down the girls arms. One slid to her hip while the other cupped one flushed cheek. The magical girl was panting and shuddering at every touch "Mmmmm look at youuuu... So beautiful. I love that look. Lets see how much I can make you moan and scream. Let me see your face of ecstacy."

"N...No...Stop...I...I cant..." Azul whined as she looked up into those golden star shaped eyes.

Despite how turned on she was, Baiser was gentle in pushing Azul to the ground. Her spaded tail tip slowly rubbed back and forth against the magical girls soaking sex. Each stroke made Azul shudder and twitch even as she was guided down to the ground. The succubus looked down at the magical girl. She was normally so composed, yet now she was panting, flushed and moaning under her touch and influence. Baiser's gold eyes greedily took in the sight as she knelt down over Azul. She slid one of her hands up the girls smooth thigh and took in the softness of her skin. She felt fever hot under her touch as her hand traveled up her thigh, to her hip, to her waist, and finally to her chest. The succubi's fingers sank into the soft tit as she groped the magical girl. Azul was by far the most physically developed of the Tres Magia and it made it so fun to squeeze and grope the girl. There was so much to play with.

"Nnnnnn...Noo... Not... Not my breasts...Please..."

Baiser's mouth split into a grin and her eyes flashed with eager excited delight. The pitiful whines and shuddering moans were such a turn on and yet she wanted more, more of this Azul. The succubus crawled forward and sat herself on Azul's belly. The magical girl could feel how wet the villain was from her own enjoyment as it soaked into her uniform. The dominant succubus rocked her hips and began to grind against her body and use her as toy to get off.

"Whats that... More? You want me to play with you more?" Baiser's excitement grew manic as she reached out with both hands and squeezed Azul's heaving breasts. The soft mounds squished between her fingers as she groped and squeezed. Her tail slid back and forth, rubbing and teasing the red eyed girls hot, soaking pussy. They were both so wet, so heated and aroused now. Both were losing control of the desire they both felt. Baiser could feel it as she panted and drooled, she could feel the rising exaltation inside herself and the other girl. It was going to be so good, it was going to taste so good. Azul was so full of wanting and lust, she was so horny and eager now. 'Cum, cum cum cum... Give it to meeee... IT's going to taste so goood!'

An explosion roared above them and shocked Baiser's attention away from the girl under her. She looked up in a daze at the battle above. Leopard had stopped shooting and looked to be exhausted. Magenta and Sulfur looked scuffed but otherwise unharmed. Baiser tisked and looked down at the girl under her before groaning and getting up. She was so close it actualy hurt to leave unfinished, but she couldn't abandon Leopard. "What a shame, I guess we have to end it there. Lets play again sometime Azul and finish what we started."

She had to go help her friend but before that. The succubus smirked and reached down as she pulled her tail out of Azul's panties. The motion brought a horny little whine from the magical girl that very nearly made Baiser jump on her again. Though it was difficult, she managed to restrain herself from that. She reached down and pressed her fingers under those sodden undies and pulled them down before sliding them off of Azul. "A little souvenir for myself. Hope you don't mind." She said before winking and dashing away. Azul simply lay there panting, shivering, and unfulfilled.

Leopard panted as she lowered her gun. The manifested firearms around her dissipated into clouds of green glowing sparkles as her mana exhausted itself. After all that she hadn't managed to do much against the magical girls' defenses. All the shooting had merely splashed against Sulfur's shield and while she had managed to toss a couple grenades over it, Magenta had slapped all but one of them away. "Tisk. Damn lemonhead... Stupid fuckin shields..."

Sulfur smirked and brushed some sweat from her brow. "Out of juice all already, you really are a quick shot aren't you, and here I was only just warming up." The blonde faked a yawn and rolled her shoulder. "Well I suppose playtime is over, time to take you out. Magenta, let's go."

*Crack!*

"Right! Let's go!" Magenta readied her heart shaped spear and rushed forward now that the coast was clear.

Leopard groaned and readied herself to try and fight off the pink haired girl.

"MAGENTA WAIT! DON'T HURT HER!" Came a strident voice as Magia Azul rushed up into sight and interposed herself between Magenta and blocked Magenta's spear with her sword.

Leopard, Magenta, and Sulfur all jumped in surprise as the blue magical girl saved the member of Enormita from her teammates. This Azul was very different from the one they were familiar with, this Azul had bondage shackles around her wrists and ankles and a collar around her neck adored with a gold star.

"Azul the fuck are you doing?!"

"A-Azul?

Magenta pulled her spear back and looked worriedly at her friend. Then before anyone could make a move Azul exploded into a burst of smoke. Sensing a distraction Leo took the chance to beat a hasty retreat through the cloud of newfound cover. Magenta coughed and waved a hand in front of her face to clear the smoke away from herself.

*cough* *cough* *cough*

"What... What happened?" She looked around. Leopard was gone, so was Azul. Movement caught her eye and she looked up to see something falling from the sky. The magical girl reached out and caught it as Sulfur floated over.

"What happened, that was Azul right?"

Magenta looked down at the object in her hand. It was a piece of Tres Magia merchandise she had seen plenty of times, a resin figurine of Magia Azul.

Sulfur leaned over and looked at it before looking down to where Baiser and Azul had been fighting. Baiser was gone but she could clearly see that her friend was lying on the ground. "She must have turned that thing into one of her puppet creatures. Really spooky how she can do that to figures of us..." It was a disturbing thing to think about. That Baiser could just turn figures of them into her creatures. "It looks like they got away... Come on, we need to check on Azul, looks like she is down for the count."

Utena and Kiwi watched as the magical girls descended to the ground to tend to their friend. In her escape she had managed to grab their bags so thankfully Tres Magia wouldn't find them. The golden eyed girl breathed a sigh of relief. Now that she was out of her transformation she wasn't feeling quite so amorous, though she would be lying to herself if she didn't feel pent up from not getting to finish with Azul. 'It's going to be a busy night tonight. There is no way i'm going to be able to sleep...'' She looked over at her friend who was sitting silently next to her. It was unlike Kiwi to sulk and it worried Utena

"Are you okay Kiwi? Did you get hurt?"

Kiwi let out an almost feral growl as she seethed. "God damn it! Those bitches, I'm so damn angry Utena! I'm going to beat them next time I swear." After a minute she seemed to calm down. "Sorry... Thanks for saving me Utena. I'm sorry about your figure. I know those are important to you."

"Oh Kiwi." Utena smiled, relieved that the other girl seemed to be alright. "It's okay, I can always get another, I'm just glad you're okay."

"Utena..." Kiwi whimpered and snuggled up close to the other girl "Let's get out of here. We still have the last of our date to have." She said with a cheeky smile.

Despite everything she had done to Azul just minutes ago, Utena still blushed when Kiwi mentioned their date. "I...Okay, let's go."

After the battle with Tres Magia the two members of Enormita walked through the city to get some food and relax. Fighting a magical girl battle was hunger-inducing work and while Utena had gotten a good bite of magic from Azul that didn't stop her body from craving real calories. They walked hand in hand much to Utena's embarrassment and Kiwi's joy as they swung by a food stand and got a bite to eat and were now walking through the evening cityscape.

"Ahh. I had a lot of fun with you today, Utena. Even if we did get into a fight." Kiwi beamed like a little sun from how pleased she seemed to be.

"I...I had a lot of fun with you too. It was a good day. Sorry it got interrupted by that fight with Tres Magia."

"It's okay. We're going to have lots of fights with them so it's no biggie. Besides we can always have anothe e." The busty girl said with a grin.

"Whe... Bu... Y-Yeah... I guess we can." She still couldn't help but blush at the thought of being on another date. She was however starting to warm up to the idea.

"There is just one thing that would make it perfect."

Utena looked over at the other girl curiously. "What's that?"

Kiwi squeezed Utena's hand tighter and pointed at the sign of a nearby building. "We could go in there and have some fun."

Utena looked at the sign. It read One Night Love Hotel and listed a number of prices and services. Before getting involved with Enormita Utena would have been wholly unfamiliar with what a building like this was for, but since reading her porn mags back to front she was now very familiar with the concept. Her face broke out into a furious blush as she panicked. "Ki-Ki-Kiwi. That's a... I... We... We can't do that."

Kiwi put a sleeved hand to her mouth and pouted in annoyance. "Why not? You did all that stuff when we first met and we weren't even on a date then."

"W-Well..."

"And I did see how you were treating that hussy from Tres Magia today. It's not fair that you treat them like that." Kiwi's big wine-red eyes shone as she looked at Utena and the shy girl didn't need to be transformed to know what emotion she was feeling.

"Uuuuhhh..."

Utena couldn't fairly deny that she had been very "forward" with Azul earlier. She had gone far with all three of the magical girls when they had each fought and lost to her. She had stripped them, spanked them, groped, fondaled, teased, rubbed, stroked and even made two of them orgasm, and that's not even counting all the kisses she had shared with them. Compared to that she had done relatively little to Kiwi. Those things she had done to the Tres Magia were part of her being their Villain, or at least that's what Utena told herself.

She loved them so much, before it had been enough to simply watch them and collect their merch but now that she had been face to face with them, had fought them, touched them, she wanted more. Just watching was not enough, now she wanted them, wanted them to be hers and to play and toy with them whenever she pleased.

Back then when she had fought Kiwi on their first encounter she had laid bare her desires. Kiwi had prompted her to say the things in her heart that she had pushed down and kept under wraps even from herself. She loved magical girls, LOVED them, perhaps was even obsessed with them. Kiwi was one such magical girl. She was cute, strong, and so expressive and high energy. The problem was that she wasn't her enemy. There was no pretext of a magical girl battle, and to the winner goes the spoils, for Utena to use to justify her desires. It was just her and Kiwi. She knew how to be Baiser, it was easy when transforming filled her with power and confidence, but to do things like that as just herself, it was scary.

Utena looked at Kiwi with her serious expression and eyes full of jealousy. She could feel the other girl's hand clasping her own. It was warm and soft against hers. Kiwi was her first friend and maybe girlfriend. She didn't want to hurt her. The shy girl could feel her heart pounding in her chest, she felt like she was overheating and sweaty as the anxiety built up inside her. She gulped hard through her tightening throat.

"I... We...M-Maybe not a hotel... Could... Could we start with... A kiss?" Utena was blushing harder than she ever had in her life. Not even the times she played with Tres Magia had prepared her for something like this. She was no audacious, confident Baiser, she was just Utena, the shy wallflower that ate alone and didn't have any friends. Except now, she had a friend, one that could maybe be more, one she desperately didn't want to lose.

Kiwi had been growing impatient as she watched Utena struggle. Was it so hard for her to decide? She knew that Utena was shy when she wasn't going all Baiser on someone. She could feel Utena's hand shaking, and see the uncertainty and worry in the other girl's face as she slowly grew redder and redder. She waited with baited breath as she watched Utena summon up her courage. When she heard Utena's words she couldn't help but blush as well. There was something just so so cute about how vulnerable Utena was when compared to her when she was Baiser.

Kiwi squeezed Utena's hand and nodded. A kiss, a kiss would be a good start. "If it's a kiss from you, then okay. That will be enough, for now." the ash blonde girl closes her wine-red eyes and leans in.

Utena felt like her heart was going to explode as she watched Kiwi lean in and close her eyes. Her gold eyes locked onto Kiwi's lips, the same lips she had already kissed but this time it seemed so different. Slowly, the shy girl leaned in as well. Inch by inch she slowly closed the distance until she could smell the perfume of the other girl. She closed her eyes and pushed those last couple inches until she felt the softness of Kiwi's mouth against her own. Utena was shaking with adrenaline as she took a step forward and put her shaking arms around Kiwi's back and clutched her sweater.

It was so different when she wasn't transformed, without the surety of power, without the sexual confidence of a succubus. She was a nervous, quivering wreck as she kissed her friend under the light of a street lamp. She held onto Kiwi tightly as her lips slowly moved against the other girls. There was no tongue, only soft lips and young nervous bodies. Slowly, that nervousness bloomed into a slowly building excitement as the kiss went on. Utena felt Kiwi put her arm around her and hold onto her as well. She could feel the other girls' large breasts press against her own through their clothes. 'She's so soft... She smells so nice... Kiwi...'

She felt it then. Just like earlier, the magic inside her pulsed and roiled like a bubbling cauldron. She could feel it aching and straining to get out. Utena pulled back and opened her eyes to see Kiwi looking at her, she could see her own eyes reflected in the dark pools of red, star shaped pupils staring back at her. She had not transformed, not yet, but she could feel it building up and threatening to burst out. Utena started to panic, she couldn't transform here, not now, there were people around, they would find out who she was. Glancing past Kiwi she saw their way out. She grabbed Kiwi's hand and pulled her along and into a dark alleyway.

They crossed into the darkness not a moment too soon. Kiwi felt it when Utena changed. The shy girls transformation forced her own to happen and she was in her military-style uniform again. "Utena? Are you okay, was the kiss not goooff-" The busty girl let out a gasp as she was pushed against the brick wall of the alley. Her pillowy chest squished up against the hard surface as Utena, no, Biaser held her there. She looked back over her shoulder to see the succubus panting and smiling at her. The demonic villainess was flushed and excited, her tail whipped in anticipation for the play to come.

"Kiiiiwiiii, Leeeoooo... I can't hold it in..." Baiser cooed as she leaned in and kissed the back of Leopard's neck. The pinned girl shivered and tried to move but couldn't do anything against the strength of the excited Baiser. "I'm so pent up from before. The kiss was too much for me, and you're sooo cute." The worked up succubus takes a deep breath. "Mmmm, you smell so good... I can taste it... Taste how jealous you are of how I play with them." She kisses her neck again, her fangs smoothly gliding over the other girl's skin. The sensation of her lips and fangs on her soft flesh drew a sharp breath from the bomber girl and Baiser could taste more than that jealousy. Sweet desire and sticky cloying lust mixed with that bitterness like a fine dessert. Her hands left the girl's shoulders and slowly drifted around her. One hand moved to the star shaped buttons of her coat while the other moved lower and lower until the succubi's delicate fingers and sharp nails danced along her belly just above that skimpy little black thong. "You don't mind if I take a sip, do you? I promise I'll make you feel good."

Kiwi gasped as she felt those hands roam over her, feeling those fingers pluck at her coat and slide over her belly to her thong and gently tug at it. After the fight from before, her failure to bring down Sulfur, and watching Baiser play with Azul she had been annoyed with the magical girls and with her maybe girlfriend. Now however, Utena's attention was all on her, her focus was on her. She was alone with the succubus in this ally, with no one else to bother them, and Baiser was wanting her. Knowing she was desired, wanted, and having all that attention on her was intoxicating. She had been half kidding when she suggested the love hotel, but now here she was in the alley next to it getting felt up and more. The ash blonde girl gulped as she felt Baiser's tail start snaking up her thigh before its spaded tip rubbed up against the cleft of her thong.

"Baiser... Utena..." Kiwi whined as she felt one of her buttons on her coat pop as Baiser undid it.

"Mmmm yes Kiwi... Does my Leopard want something?"

A bone deep shiver ran through Kiwi's entire body at those words. 'Her Leopard', Baiser's Leopard, the thought of getting all the attention that came with being Utena's sounded so good. "Y-Yesss... For having to watch you play with Azul, make it up to me. Please." The teasing, high energy Kiwi from before was gone, replaced by a needy girl full of wanting.

Another button popped, then finally the last one came apart. Leopard's coat fell open to expose her large tits to the cool night air. Baiser leaned in and kissed Leo's neck as her hand slid up and cupped one of those soft hand filling breasts. She gently squeezed and her thumb began to rub back and forth over the girl's nipple. "I will, my dear Leopard. I'll make you feel good, I promise." The succubus said before she slid her hand on Leo's hip down, her thumb catching the string of her thong and pulling it down. At the same time her tail moved and helped pull the scantly garment down her legs and opened her up to play.

Utena began to gently kiss and bite at her lover's bare shoulder and neck. Her hand on Kiwi's chest squeezed and kneaded the tender flesh of her breast. With each pass of her thumb over the girl's nipple the nub hardened more and more. The hand at Kiwi's hip slid forward and reached between the girl's legs. Her fingers found her warm soft sex and slowly began to rub her tender lips, the tail soon joining fingers in teasing the teen.

The touch of those fingers between her legs, the hand on her chest, and the lips on her neck brought fresh whines and gasps to Leopards lips. She let out a shuddering moan as Baiser's fingers played with her awakening clit while her tail's spaded tip slid back and forth between her nether lips. "Ahh... Nnnn... Baiser..." She shivered and let out a breathy moan as her girlfriends fingers curled around her nipple and began to pinch and squeeze it. She felt Utena's fangs slide over her shoulder, the delicate points prickling her soft skin as the succubus nibbles and kisses her way up to her neck.

"You taste so good Leo... So much sweet desire, so much bitter jealousy, you're like a delicious chocolate parfait... So good... I could just drink you all up..." Baiser latched on to Kiwi's neck and licked the soft skin before sucking. The sensation drew a sharp breath from the curvy teen in her arms.

"H-Haaa... B-Baiser...Pleeeasee..." She whined as those lips sucked on her sensitive neck. "M-Mooore..."

"Mmmmm..." The succubus hummed into her suckling before letting go with a wet pop. She leaned back to look at the fine red mark on the girl's neck before leaning back in and kissing it. "So greedy... You want all my attention, such a greedy girl you are hehehe..."

"Yesss... I want it all. All of Baiser's attention."

"But what about the world? Didn't you want the whole world to tell you how cute you were?"

Leo blushed furiously as she felt Baiser fondling her body and kissing her neck. Those words were the ones she had said when they first met. How she wanted the whole world to tell her how cute she was, to have everyone's attention on her. But things had changed since she met this succubus. "F... Fuck the world... I just want you to say it... To tell me I'm cute."

Baiser's fingers pressed in and ground against Kiwi's clit as the tail rubbed faster and faster between her now soaking lips. Leo was getting so wet now. So ready and aroused. She could taste the desire in her, feel it echoing her own pent up lusts. The succubus pulled her tail back from Kiwi and brought the fine little limb to her own crotch. With little effort it managed to pull and tear the material of her pants from her hot, slippery sex and dive in. The spaded tip wasted little time before it found a wet little hole and shoved inside herself. "Haaaannnn... Mmmmm... Kiwi..." Baiser's hand slid lower and found Kiwi's pussy, the hot, wet slit was flushed and eager as her fingers reached and found her entrance. Her first two fingers found purchase in that soft flesh and slid inside to the first knuckles. "You're so cute... Your cute little moans, your cute little whines, your cute face, your adorable... The cutest girl in the whole world."

Those fingers, Leopard didn't know if it was her transformation, or it was because Baiser was a succubus, but those sharp nails of hers didn't hurt at all as they pressed into her tenderest of places. The points pricked and pulled at her soft walls but didn't break them. She felt them explore the first inches inside her, slowly moving and rubbing the slick walls. Her thumb kept rubbing her clit and making lightning bolts of pleasure arc through her body even as Baiser kept kissing and sucking at her neck. The sensations, it was all so much. It was so much more intense than last time. The electrocution and terasing before was nothing compared to this. If this was what Utena would do to her, she was never going to leave her side.

Both girls were panting and groaning as their pleasures grew. Baiser's empathic and synesthetic powers let her feel and taste the echoes of Leopards own and intensified her lusts. Her fingers moved deeper, probing more and more of Leo's warm cunt as her thumb rubbed furiously. Her lips trailed kisses and bites up and down the other girl's neck and back, her tongue dancing between red marks left in soft pale skin. She could feel it when her lover was getting closer. She knew it, felt it like it was her own body. The succubus leaned in and nibbled on the other girl's ear. "Don't hold back Leo. Let yourself go, let me hear all your cute sounds." She whispered as she worked her hand and tail faster.

"Aaannn... B-Baisher... Utennaaa... Feels sho... Sho good... Haaa Haaannn..." Leo gasped and let out a long groan as her lover's fingers brushed up against a spot inside her that all but made her knees buckle and legs turn to jelly.

"Ohhh... What's that? Did I find a weak spot of yours?" Baiser purred as she gave Leo's heavy breast a squeeze. "Mmmm... So close, maybe I'll just tease that little button again..."

"N-Nooo... I'm... Gonna go crazy." Kiwi whined and moaned as those fingers found the spot again and began to slowly, deeply, rub it." NNnnnnnhhhh... Uuuu...Uteeeannaaa..."

"Yesss... That's it... Aaahhnnn... Cum... Cum for me Kiwi... Let me taste you let me taste youuuu" The succubus drooled as her tail squirmed inside herself, her self pleasure growing in time with Kiwi's own as she was driven closer and closer to the edge. When she sensed the edge coming her hand left Leo's chest and slid up to the girls mouth and covered it. Her thumb made one last pass over her clit and ground against the nub of pleasure as the floodgates opened. She felt Kiwi's body shake against hersand felt her voice vibrate against her hand in a muffled scream of ecstasy. Her own eyes crossed and she let out a hoarse moan as she tasted Kiwi's orgasm, tasted her pleasure, she tasted it when her crush bloomed into love and the rush of pure sweetness combined with the feeling of Kiwi's ecstasy flowing into her sent the succubus over the edge as well.

""Baaaaiisssserrr...Aaahhhnnnnn..."

"Leeeooo Haaaannnn..."

It was all Utena could do to keep herself from screaming as she buried her face into Leopard's neck and moaned as she bit her again. Her legs shook as her tail thrashed inside her own cunt, her slippery juices ran down the dark skin of the prehensile limb as her climax rolled through her body. Her senses were a swirl of pleasure and emotion as she greedily drank it all in. Kiwi's pleasure, love, jealousy, roared into her as what pure mana she had left rushed into her along with it all. The only thing keeping the two lovers from falling to their knees was the wall they were leaning against. Their legs shook as feminine fluids ran down their legs and panting moans flowed from their lips. This was what she had missed out on earlier, this delicious pleasure, this emotion, this mana. 'This is... The best.' They held on through the waves of ecstasy as they washed through them until all that was left of it was their panting breaths.

"Haa Haa... Kiwi... That was"

"Oohh... Haaa... Utena..."

The ash blonde girl looked back at her friend, her lover, and gave her a sleepy half lidded smile. There was a pop and a dull flash of light as her transformation broke; she was utterly out of mana after that. What little she had regained after the fight had been drunk up by Utena. It was unreal how good it felt to get drunk by the succubus. Kiwi's wine-red eyes looked at Baiser's lovely face. The other girl's features seemed starker in the darkness of the alley and she could have sworn that the stars on her cheeks looked longer and more savage than the cute little stars they usually were. She choked it up simply being a trick of the shadows.

"Hehehehe... That was amazing..." Kiwi leaned her head against the cold wall and let out a very pleased and sleepy sigh. She wanted to bask in the afterglow of this heated moment.

Baiser smiled and leaned against the other girl and gave her neck a kiss. All the bites and hickeys on Kiwi's neck and shoulders had disappeared as soon as the transformation had faded and now her skin was smooth and unblemished. It seemed like such a shame. She knew she should transform back as well but Utena wanted to keep this moment a little longer. She leaned in and she felt Kiwi shudder against her as her fangs slid over her skin. Lips latched onto hot sweaty skin as she sucked on Kiwi's neck, gently at first, then harder and harder and drawing a horny little moan from the ash blonde girl before pulling back. Even in the darkness of the alley her magically enhanced eyes could make out the dark red mark of the hickey she left behind. It was intensely satisfying to see the mark she left behind, as if it was proof that Kiwi was hers. A possessive thrill ran through her at the thought.

"That's more like it..." she muttered before light bloomed around her body and she turned back into the shy, unassuming Utena. She let go and stepped back before looking at her friend, her girlfriend she supposed now. "Kiwi... I... I'm sorry, I... Did I go too far?"

Kiwi Araga was flushed darkly as she turned away from the wall. She raised a hand to the side of her neck where the dark bruise of Baiser's love bite was and smiled. She all but leapt forward and hugged Utena before kissing her. It wasn't a long or deep kiss, just the softness of lips. "Muah... No... I liked it... We should do it again..." Then Kiwi let out a loud sigh and slumped to the ground. "But not right now I'm beat, I feel like I could sleep for a week... You really know how to take it out of a girl, Utena... Who knew you were such a beast."

"A-A-A B-Beast?!"