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.

10. A Fullfilling Day

A battle raged on the outskirts of Toyama city; seven people were caught up in it. With their outfits none of them could be mistaken for anything other than magical girls. Fires burned in the industrial warehouses around them. Craters had been blown out the street and sidewalks by massive impacts and blasts of magical energy. Lord Enorme and her retinue of dark magical girls had engaged their latest enemy and prey, the three members of the Rumbling Roses.

This was the part that Leberblume hated the most about the hunt, the final take down, the moment when the magical girls had to make the choice to give up or face the consequences of defying Enormita and its leader. She had one the Rumbling Roses down on the ground, a spunky redhead in a flowing frilly dress, and had an arm around her neck. Her body was half submerged into the girl's shadow and let her bind her up and hold her down. This girl had been all smiles throughout their battle against her, and the rest of Enormita's force. She wasn't smiling now as she struggled against the grip around her neck. The other two, a girl in a purple dress and another in a deep blue dress, each just as frilly and flowing as their leaders, were struggling to fend off the monserious attacks of Sister Gigant, and the sonic blasts of Loco Musica. All things considered, the Rumbling Roses had put up a better fight than other magical girl groups they had gone up against.

Leber inwardly sighed. Her body ached, she was tired, hungry and just wanted this fight to be over. She hoped she didn't have to kill anyone, she was getting tired of washing blood off of her hands. She manifested one of her starkives into her free hand and put on her best smug sneer. Her shark-like teeth made for a good effect when she grinned like this. "Alright, alright. Blue bell and ultraviolence, how about you just stop now, or else I'll put an end to your leader here!" She warned them as she put the knife to the red head's throat

The raucous battle abruptly stopped as the magical girls turned from their opponents to look at the sight of her leader on the ground with a knife being held at her neck. Orchid and Saffron panted and looked on in dread and horror. They had fought demons, monsters and even plain vanilla criminals together and sure sometimes things go a little dicey but never like this. They had never had to fight other magical girls. They never had to go toe to toe with enemies who not only had power like theirs but also could think like them. The nun had been a brutal powerhouse and could even change her size for even more power. The girl in a slutty sailor outfit and the microphone had been a screaming nuisance with her sonic blasts. The woman with the whip could summon a seemingly endless horde of slime monsters. They looked at the shadow assassin that held their leader hostage. Leberblume may not have been a personal powerhouse but she was powerful in her own right with her shadow powers.

"You bitch, let her go before I cave in your skull!" Orchid and Saffron took a step toward Leberblum only to freeze when they saw that knife press closer to Rose's throat. "You..."

Leber's smirk widened as she held the knife in place. She pulled her arm back from around Rose's neck and gave the girl a pat on the head before grabbing a fistfull of her bright red hair. "Ahh ahh... I wouldn't try anything if I were you."

A tall woman with brown hair, gold eyes, and a quartette of purple stars on her forehead stepped down from the back of a huge slime monster. "Leber, very good work. We can finally put this farce of a battle to an end." She gave the hooded girl an approving nod. Leber had proven to be a useful tool in her arsenal. Her power to move through shadows and to take over the shadows of others had come in handy time and time again for more subtle work. Gigant, herself, and Loco had plenty of power, but were ill suited for delicate things. That was where Leberblume shone.

Lorde Enorme turned her attention to the two would-be heroes and held her whip in her hand as a small threat. They had admittedly put up a better fight than other magical girls that they had fought but their story was at an end. She raised her hand and swiped it through the air with a dramatic flourish.

Leber looked to her leader before glancing down at the girl in her grasp. Her palms felt sweaty as she waited to see how things would go. She felt her heart start to pound as she did her best to keep it together. There were only two ways this would go. She hoped it would be the less violent one. She hated this part.

"Foolish girls. You stood no chance against our power. We will suffer no opposition against us. This world will be mine and you will not stop me. You have this one chance. Rip off your transformation and surrender unconditionally. Or I will have my compatriot here execute your leader." As if to emphasize her words more slime demons coalesced together around her, bolstering her threat.

Leberblume looked at the girls and swallowed the lump in her throat. Her darkly circled eyes watched them closely. 'Just give up girls... Just give up now and all of you get to live.' In her peripheral vision she saw Loco turn away from the scene. It made her feel a little better to know that Loco wasn't going to watch what might be coming.

Once upon a time those circles under her eyes had been the product of all night gaming binges back before she had become a dark magical girl of Enormita. Nowadays she has trouble sleeping. It was the dreams, the nightmares, the scenes of the things she had done that haunted her and kept her up at night.

The two magical girls looked between their leader and the enemy. "You... You want us to just... Just surrender?!"

'Please do it.'

Saffron scowls and clenches her fist as she looks between Enorme and Rose. She wanted to charge in, to punt that girl off of Rose. She thought about the distance between them, how fast could she move, how quickly she could close the distance. Could she take the girls down before it was too late? She wasn't as fast as Rose was, but if she put all her power into it, would it be enough?

"Please give up."

Orchid tried to think of a way around this. They wouldn't really do it, would they? They wouldn't kill her, right?"

Rose looked at her friends and gave them one of her trademark smiles, her spirit unbroken. "Don't give up girls. We are heroes that fight for justice and good. Heroes never give in to evil."

'You idiot... Why did you have to speak, I should have choked you out when I had the chance.'

Enorme frowned and scoffed. "A truly foolish sentiment. You two are mere stepping stones for Enormita. You will be ground to dust under our feet." She made a small gesture with her hand, as if dismissing some small matter.

Saffron and Orchid looked at the woman in confusion. "The two of us?"

Leberblume sighed. She hated this part of the hunt the most. She glanced at Enorme and swallowed the bile in her throat. She knew well the price of disobedience when it came to Lord Enorme. She tightened her grip on the redhead's hair and drew her starknife across the girls throat, opening her from side to side.

Rose started to scream only for it to descend into wet gurgling as her throat was opened. The other two magical girls watched in horror as their friend died.

An hour later Leberblume stood in the washroom of the abandoned building they were using as a hide out in this city. She washed the blood off her hands and tried not to look in the mirror. She could hear the others talking in the next room over as they added three more transformation hearts to their collection. Thankfully only one of them was stained with blood. She was grateful that the other two, Orchid, and Saffron had surrendered after their leader had died. Leberblume closed her eyes and tried to not think about the gurgling sound Rose had made. That sound was always the worst part.

The weekend was supposed to be relaxing. It was supposed to be something to enjoy. Yet here she was, laying in bed, moping. Utena was upset. Yesterday had gone so well up until she had that encounter with Magia Magenta. Even then, most of that had gone well. It was only at the end where things had fallen apart. She had let Magenta know about her long time crush on her and in a surprising turn, Magenta had all but admitted the same thing. Then the hero had offered to help her stop being a villain. It had been a very tempting offer once she found out that Magenta felt similar feelings towards her. She had very nearly taken up that offer when Venalita made her appearance and threatened that she would leak their identities if she didn't stay the course of being a villain.

She didn't know if she really would have taken that offer, but the fact that Venalita had butted in and threatened not only her but one of her magical girls pissed her off. She spent a good portion of the evening after that confrontation seething. She had calmed down since then, but it was not something she would readily forget or forgive. Utena let out a deep sigh and rolled over onto her side, her eyes falling on the Magia Magenta alarm clock on her bedside table. 'Magenta... What you said... Did you mean it? Do you have feelings for me?'

Just thinking of that moment, of those words from one of her magical girls made her heart ache as it beat within her chest. 'Next time, Magenta... Next time I get a chance, let's explore those feelings in depth...'

The villainess let out another sigh, this time one of longing as she thought about that pink haired beauty. As she thought about one of the Tres Magia she naturally began to think of the other magical girls in her life. She wanted Magenta, but her heart also yearned for the others, for Sulfur, for Azul, and for Leopard. Leopard... Utena thought about Leo, Kiwi. Kiwi was her girlfriend. She knew well how jealous she could be, and she would not be pleased to hear that one of the Tres Magia could have feelings for her, or at least for Baiser anyway. 'I'll have to give her extra attention...' Utena smiled. 'Yeah... I'll spoil her rotten.'

"Well..." She pulled herself up from her place of moping, she could seethe and grump about Venalita later. There were things to do and plan right now. "We did plan to have a date today. A date... With my girlfriend..." She fell back onto her bed at that thought. Objectively she had realized that Kiwi was her girlfriend but to really say those words out loud. 'I have a girlfriend. I have a girlfriend.' A blush rose to her cheeks as the reality finally set in. 'I guess we have kissed, a few times actually... And then in that alley we, I uhmm... Uggg why is this only settling in now!?'

Utena rolled onto her side and curled up onto a ball as she reached for her phone and opened it up. The home screen of the Tres Magia girls greeted her and she smiled at the sight of them. Her fingers moved and flipped to her pictures. Her most recent ones were all fanart of Tres Magia that she came across but she flipped past those and settled on the selfie that Kiwi took of them at that cafe they visited. It was just of the two of them, Kiwi with her bright smile and dark wine-red eyes, and her looking terribly shy but still trying. She smiled as she looked at the picture, seeing it in a new light. The first picture of her and her girlfriend.

"Kiwi..."

She tapped at her phone and sent a message off to the ashen haired girl.

Utena: "Kiwi. How are you doing? Did you sleep well?"

Kiwi: "UTENA! ✿ ‿ ✿ "

Kiwi: "I did! But I didn't have any dreams of you. (ᗒᗣᗕ)"

Utena: "Hehe. I'm glad you had a good sleep. Are you excited for today?"

Kiwi: "GWIWDNDIODGJUHSDNAOA YEEEEEEEEEEEESSSSSSS!

Kiwi: "DATE DAY DATE DAY! I've been waiting for thiiiiiiiiisss! 3

Utena: "I'm looking forward to it too."

Utena: (⁄ ⁄⁄ ▽ ⁄⁄ ⁄)

Kiwi: "Awwww is Utena getting shy" (✿◦'ᴗ˘◦)

Utena: "Well... It really just hit me that I have a girlfriend."

Utena: "I never really thought that I would have one. People just ignore me most of the time."

Kiwi: "That's just because they don't know ho you are!

Kiwi: "Or how freaky you are ԅ(≖‿≖ԅ)

Utena: "Kiwi! Ahhhhh..." (⁄ ⁄⁄ ▽ ⁄⁄ ⁄)

Kiwi: "Hehehehe. So precious."

Utena: "Uuuwaaaa... A... Anyway... About our date, is there anything you want to do."

Kiwi: " L" ( • )( • )ԅ(≖⌣≖ԅ)

Utena: "Oh geeze." (/)

Kiwi: "You don't wanna?"

Utena: "Well.. uhhh... I mean... That seems like a really big step."

Kiwi: "Awwww but you already fingered me in a back alley" ( ͡°з ͡°)

Utena blushed furiously at the memory of that night, but she couldn't deny what she had done with Kiwi. That had been the spur of the moment, on the tail end of a heart throbbing battle with Tres Magia. The thought of going to a love hotel with Kiwi on purpose made her heart race and made her nerves flare. Could she go through with it? Would they even be allowed into such a place?

Utena: "Well... That is true... I did go kind of crazy that night."

Kiwi: "Crazy hot more like! I've been craving some Utena time!"

Utena: (/)

Utena: "Well... Uhhh... Okay.."

Utena: "I'll do my best..."

Kiwi: (๑?￡ﾗﾜ?) (๑?￡ﾗﾜ?) (๑?￡ﾗﾜ?)

Kiwi: YES YES YES YES YES

Kiwi: LET GO RIGHT NOW!

Utena: "I have some things to do first... how about we meet up at two o'clock

Kiwi: "AAAAAHHHHH making me wait, you're such a tease Utena! Okay two it is. Meet up at the same place as last time?"

Utena: "Sure! Sounds good :) ."

Kiwi: "Hehehe, okay, I'll see you then! 3"

Utena let her arm go limp and drop her phone before sprawling out onto the bed, her face quickly growing redder as she came to terms with what she just agreed to.

Kiwi, clad only in a loose t-shirt and panties lept from her bed and started dancing in the middle of her messy room. "Yes yes yes yes yes! Date with Utena! E" She jumped and cheered. "I gotta get some fancy undies for tonight!" She thought for a moment and grinned. "Hehehehe... I'm going to drag her into a lingerie shop and make her watch!"

Utena did her best to put the date out of her mind for now. She wasn't lying when she said she had errands to run before she could do anything for that. After breakfast she headed out into the city. There was villain prep to do; scouting out targets for another heist, sites that would be good for a battle with Tres Magia, and finally, visiting the site of the safe house to be.

Plans had to be made to lure her magical girls out. She longed to have a proper encounter with them, preferably get one of them alone for some in depth play time. After the last couple of interrupted encounters she was feeling frustrated with the whole thing. She missed the taste of them, the feeling of their pleasure, the ecstasy of their mana rushing into her. She longed to see them as she brought them to climax and see their faces as they try desperately to hold back the tide.

The shy girl sat on a park bench and checked her phone for the time before going back to her work. Eleven, she still had some time before she had to head for the meeting spot. The plan was to finish plotting the course for her next heist, then get lunch, and then head to the warehouse. After the last heist she needed to try and account for how long it could take Tres Magia to intercept her. If possible, she wanted to time things so they got to her once she had arrived at a good spot for a fight and to have Kiwi back her up this time. With some monsters and Kiwi with her she was sure she could catch one of the girls alone.

Thoughts turned to how her last couple of fights with Magenta had been cut short, she really wanted to have a proper encounter with her and explore those feelings she had in detail. Then there was sulfur. She really wanted to spend more time with that spitfire and make her scream in something other than indignation. Of course she couldn't forget about Azul, that busty beauty had gone far too long without a proper spanking in her opinion. She still remembered fondly that time at the shrine just whiling away the minutes caressing and fondling her. Really any of the Tres Magia would be good to play with. Each of them had their charms and each one was just so cute.

She closed her journal along with the plotted map and let out a sigh. Those thoughts could wait for now. It was lunch time and she still had much to do today. For a moment she mused on how busy her life was now. Just a month ago her biggest concern was if she could afford some piece of new merch or figure, and what might be on the next test, or even if she might be able to catch sight of Tres Magia in person. Now she was planning heists to lure in the magical girls, setting up safe houses, dating, and training herself to be a better villainess. As she thought, her steps took her to a familiar plaza where she had battled Azul to yet another incomplete encounter. For a moment she looked around and found that spot where she had pushed the magical girl to the ground. 'If only we had had more time Azul... Next time I'm definitely making sure you and I get some proper time to get acquainted.'

Three girls sat at a table familiar to them as they sipped soda's and nibbled on a plate of fries. It was the weekend now and that meant hanging out and having a meeting on the events of the week. This week they had had three separate encounters with Enormita and Magia Baiser, five if they counted Magenta's unwise solo fights.

Kaoruko let out a sigh. "I can't believe you went back and challenged her the exact same way. You could have called us, maybe we could have set up a trap for her."

The pinkette in question slumped her shoulders and grumbled. "Yeah, I know."

Sayo nodded and sighed. "It was reckless of you to go alone, but we are just glad you're okay Haruka."

"Thanks... Still though, I think it was worth it." Haruka's eyes sparkled and she pumped her fists in excitement. "I found out some really interesting things."

"Yeah you mentioned that. What exactly happened?"

"She didn't do anything too weird to you right?" Sayo asked as she looked Haruka up and down. She did not appear any worse for wear now. "Aside from uhh... How we found you yesterday, you seemed okay."

"Mmm! I'm okay. Baiser didn't even really do anything to me this time, she didn't even get to kiss me." She did her best to not feel disappointed about that. After letting slip her growing feelings, Baiser hadn't gotten to do anything to her thanks to that interference. She had spent some time last night wondering what could have been if that black mascot had not gotten in the way. What kind of sordid romance could have bloomed between her and the domineering succubus if she had taken her hand and sought their help. Haruka shook her head and steeled herself to try and keep her thoughts from wandering down that way again. She could at least wait until later when she was at home.

Kaoruko arched an eyebrow and took a sip of her drink. "Not even one? That seems hard to imagine given every other encounter we had with her. She is always so..." She makes a squeezing gesture with her hands.

"Yeah it was a surprise.. I'm sure she wanted to, but we kind of got interrupted."

"Interrupted? Was it that idiot Leopard? I didn't see any blast marks or craters around from her guns and bombs"

Haruka shook her head and thought about what happened, she blushed and fidgeted. "Well, uhhh... You see... Ummm... She kind of... Let it slip that she had a crush on me... For a long time... Since about when I debuted." She tried not to feel too happy about that fact.

Both Kaoruko and Sayo leaned in, suddenly very interested, and definitely not in the slightest bit jealous to hear that Baiser had a crush on Magenta.

"That's... Well... Given how she acts around us, that's not exactly surprising news." The blond crossed her arms and watched Haruka.

"Yeah but... It was the way she said it, you know? A-Anyway... I felt... I don't know... An opening? An opportunity? My stomach told me that I had to say something to respond so... I uhh... I kind of said I felt something similar."

Both Sayo and Kaoruko jumped in their seats and banged their hands on the table. "What do you mean!?" They both looked around as the restaurant got quiet and everyone started looking at them. They had the good grace to be embarrassed and mutter an apology before ducking back down into their booth. They both leaned in and spoke in a quieter voice.

"Haruka! What the hell!"

"Why did you do that?! We promised that we wouldn't let those feelings get any worse."

Haruka looked down and played with her fingers as she blushed under her friend's scrutiny. "Yeah, I know... But I had to say something. It just felt... Right."

The two girls sighed. "Alright... Well, then what happened?"

"That is the weird thing about what happened... I told her that if she has a crush on me, and I sort of have one on her, that she could give up being a villain and join us... And that I would support her, and help her through things to turn over a new leaf... It... I think it almost worked."

The two had all their attention on Haruka now. "Almost? What do you mean"

"Yeah... I held out my hand to her, and she stared at me with this really strange look on her face... And then she reached out for my hand."

"Seriously? She was going to go for it?"

Haurka nodded slowly. "I... I think so... But then..." She frowned.

"Then? What? What happened?"

Kaoruko and Sayo were glued to their friend's story.

"Then... IT appeared. It surprised both of us, but this black rabbit looking thing was suddenly behind Baiser. It looked a lot like Vats, but black and had gold stars on it instead of white with pink hearts. I guess it was her mascot. She turned to it and talked to it. I think it was talking to her but I couldn't hear anything from it. Whatever it did say to her made Baiser really mad, then it pointed at me like it was commanding her to attack me."

"It commanded her?"

Haruka nodded. "Yeah, that was the feeling I got. I could tell Baiser was really angry. She set one of her monsters on me but when she had me at her mercy she said the mood was ruined and that we could continue again later. It was seriously weird."

The two girls sat back with thoughtful expressions. "That whole encounter does sound strange. It sounds like you almost got through to her though." The blond took a fry and nibbled on it as she thought. 'Shame she didn't go for it. If she was on our side then maybe I wouldn't have to hold back this feeling.'

"Yeah, if that mascot had to intervene then maybe you did almost get her to stand down or switch sides." Sayo sipped on her soda thoughtfully. 'It's too bad that the mascot got in the way. If Baiser turned to our side, then maybe I could let these feelings grow.'

"Do you think that maybe she is being forced to do these things by that weird mascot...What was its name... She said something... Vena...Lita, I think?" Haruka pouted and grumbled. "What a mean little creature."

Kaoruko tapped her finger on the table in thought."Hmm... Well it's possible I guess, given what you saw. You didn't hear it talk right?"

Haruka shook her head. "No, not a word. But it seemed like Baiser clearly did hear it speak. I guess mascots have a way to make sure the other side can't hear them.. Now that I think about it. I remember seeing that thing when we first encountered Baiser. It was hanging around her pretty closely and Baiser was acting pretty skittish. I don't remember it talking but from the way she was acting then as well..."

Sayo nodded along. "Yeah... That makes sense then. It could be that's true and Baiser is an unwilling pawn... It's hard to see it with how... ecstatic she is in our fights, but given what you saw, I can't deny the possibility."

"So maybe if we can take out that-"

"O-Oh, Umm... Hey, Haruka. Funny seeing you here." Said a soft and hesitant voice.

The three girls all jumped in their seats in a startled panic and looked up to see who was there. How long had they been there, how much had they heard? All three looked up and turned to see Utena standing in the aisle between sets of tables and booths with a waitress next to her. The shy girl was shrinking back as if surprised by their own reaction.

"U-Uhh... S-Sorry... I didn't mean to startle you... I didn't expect to run into you girls here."

The totally normal and not secretly members of Tres Magia sighed. It was just Utena, and she didn't seem to have overheard their conversation.

Haruka smiled, the first to recover from the surprise. "It's okay, we were just talking." She glanced at her friends for a moment before looking back to Utena. "Hey. You know we were just about to have lunch, would you like to sit with us?

"Huh? S-Sit with you? I...Well... I don't want to intrude." Utena fidgeted and looked away, somewhat nervous about the prospect of having lunch with other people. She had been eating lunch with Kiwi at school recently and her embarrassment towards that was fading, but with so many people...

Sayo and Kaoruko came out of their shock and looked between Haruka and Utena. "We were kind of in the middle of something." Kaoruko sighed, she knew when Haruka was in 'let's make a new friend mode.'

The tallest of the three smiled. "We can always finish later. Why not take a break and have something to eat."

"Are you sure, it's okay?"

As if to answer Utena, Haruka scooted over and patted the now empty seat of the booth next to her. "You're not intruding. We would like the company."

"Well... O-Okay. If it's no trouble..." Utena still felt a little uncomfortable, but it would be rude to pass up another offer to eat with the girls from her class. She took a seat next to Haruka and the waitress brought over four menus for them.

"Thanks for letting me join you." She gave a hesitant smile. 'These girls are nice, maybe I don't need to be so nervous.'

The girls placed their orders and sat back to relax and think about non magical girl things.

"So... Haruka? Did you do well on your test the other day? Did the studying help?" Utena asked, breaking the ice.

"The test? Oh yeah, I did pretty good. I think the study session really helped." The pinkette beamed happily.

"Study session? Did the two of you study together?" Asked Sayo.

"Y-Yeah. Haruka and Kiwi came over, we talked a lot and then studied together."

Kaoruko sipped her soda. "That girl that's always hanging off you? You two seem pretty inseparable, I'm surprised she isn't with you."

"Oh, well, I had some errands to run, but we are meeting up later for uhh... Umm... Well... For a... Date." Utena blushed and looked down at her glass of water.

"A date? Oh wow, so you two are dating now." While she was happy for the shy girl, she couldn't help but think that Utena could do better than that ditz. Kaoruko gave Utena a more appraising look. The girl's most stand out quality was that she was shy, which was cute. She had seen that Kiwi girl tease her and Utena seemed easy to fluster which led to her panicking and turning into a puddle. She could see how the girl would be a cute and easily bullyable girlfriend.

"Y-Yeah... I'm kind of still surprised by it... I never thought I would have something like that..."

Kaoruko rested her chin in her hand. "Why not? You're pretty cute, and you seem like a sweet girl."

Utena blushed at the other girls words while Haruka and Sayo looked at the blonde in surprise.

"And Haruka mentioned how you take care of the flowers at school, real nice of ya."

"Well... I... That's just kind of a hobby... But... Thanks."

"She also bakes nice cookies! They were really tasty." Haruka added.

"And you can bake? Look at you go. Really stacking up those housewife flags."

Utena blushed harder. "I... Buhh..."

Kaoruko's intuition was on the money, she was cute, especially when she was being teased. It was a shame she was already dating someone it seemed. 'If she was single I might've considered asking her out. Maybe that would distract from the shit Baiser keeps doing to me. Someone cute to tease and confide in.

"When did you have her cookies Haruka?" Sayo asked. "I don't think she brought any to class... Was it this study session?"

The pinkette nodded and grinned. "Yeah, she made some really tasty shortbread cookies for it. They were great."

Utena squirmed under all the attention she was getting, having just Kiwi focused on her was one thing but having three people talk to and about her like this was a little overwhelming. But the girls weren't making fun of her, and while Kaoruko was teasing her she could tell she was being serious about it. She wasn't sure how she knew but some instinct told her she wasn't lying.

"It was really nice, we should do it again. Maybe next time all of us can study together? It would be fun! Kiwi really surprised me, I didn't know she was so smart."

Kaoruko looked over at Haruka in surprise. "What, that ditz? Seriously?" She looked at Utena. "Oh uhh... Sorry... I didn't mean it like that..." Awkward, open mouth, insert foot.

Thankfully the blonde was saved by the appearance of their food. A hamburger steak came for Kaoruko, a plate of curry for Haruka, fried rice and chicken karaage for Sayo and a sandwich with soup for Utena. The three girls all said their prayers before digging into their lunch and leaving Utena to look down at her food awkwardly. It didn't take long for the empathetic girl next to her to notice her hesitation.

"What's wrong, Utena? Do you not like what you ordered?" The pink haired girl asked with concern. "Do you want to switch with me?"

"Ahh... Umm.. No, that's okay." 'This seems kind of familiar.' Utena gave an uneasy smile. "Sorry, I just... I have trouble eating in front of others. It's kind of... Embarrassing."

Haruka looked at her in confusion. "Oh, is that why you always eat on the stairs? Or well, used too I guess."

The shy girl nodded. "I'm getting better but... it's still hard." She blushed and picked up her sandwich.

Sayo smiled. "Well you don't have to be embarrassed. We aren't going to make fun of you or anything like that, I promise." 'Why would she be embarrassed by eating in front of people?'

"I... Sorry... I know." The shy girl shifted uncomfortably before opening her mouth to take a bite of her sandwich.

Both Sayo and Kaoruko looked at the pair of abnormally large K9s that Utena had. They had never seen much of Utena before and had never seen her eat. The shy girl had a pair of straight up fangs in her mouth. Two long pointed teeth that pierced into her sandwich before being followed by the rest of her teeth.

Both girls had the same thought. ' Ohhh... That's why, it must be those fangs. I've never seen anyone with teeth like that before.'

Utena seemed to notice their stares and blushed before looking away and putting a hand to her mouth. "S-Sorry... I... It's weird right?"

"Huh? No no, it's not. It's fine Utena. Sorry if we were staring. I've never seen teeth like that before. Not that they are bad!"

"Yeah, you don't have to be shy about them. I think they are kind of cool."

Haruka leaned over and saw the fangs when Utena took her hand away from her mouth. "Woah, That's so cool! You're like a vampire or something."

That made Utena flinch and cheeks turned red. She covered her mouth with her hand and started to get up from the table. "That's... That's what they used to call me..."

Haruka's eyes widened and she reached out and grabbed Utena's hand making the shy girl flinch and look at the other girl. "Utena, I'm sorry, I didn't know. Please stay, I-I really didn't mean to hurt your feelings."

For a second Utena pulls against the grip on her hand before looking down and relenting. She sits back down, looking distinctly uncomfortable.

"I'm sorry people were mean to you about them before, but I think they are really cool." Haruka said with a smile.

Utena looked up at Haruka and again, that instinct told her that the girl was being honest. She looked over the table to the other two girls.

"Yeah, I think they are pretty cute." Said Kaoruko with a small smile.

"You have nothing to be embarrassed about Utena." Sayo added.

Utena sniffled and nodded. "Th-Thanks..."

Haruka squeezed the girl's hand before finally letting go. "Do you want to talk about it? We'll listen."

"I... I don't... I got bullied a lot as a kid for my teeth... They would call me a vampire and run away. If someone got hurt on the playground they would tell me to stay away so I don't start getting hungry at the sight of blood." Utena opened her mouth and stuck her tongue out, it was longer than the other girls expected it to be, even Utena looked down at herself. She pointed at the first inch or two of tongue where there were several spots of discoloration from scars. "Shee thesh."

She pulled her tongue back in. "I used to bite myself really badly when I was younger. I eat a lot slower now, just to be careful about my teeth."

"Yikes, those must have hurt."

"I'm so sorry you got bullied like that."

"It's good to know you're taking care not to hurt yourself."

"Yeah... There was a lot of blood when I would bite myself by accident. It was pretty bad. But I haven't done that in years now. I'm really careful."

Haurka and the other girls smiled. The pink haired girl put her hand on Utena's shoulder. "I meant it, I think your teeth are really cool."

"I...Thanks..." She looked down at her food bashfully. "We... We should eat... Don't let your food get cold because of me."

A chorus of giggles came from the table before the four girls dug into their food properly this time.

Utena said goodbyes to the trio and made for the nearest station to catch a train to her next errand. There was still a couple of hours before her date and there was still set up to do. She looked down at her Baiser phone and checked her text messages. Venalita had messaged her earlier and let her know that a bunch of the things she had ordered had arrived. She felt a spike of dread go through her at the thought of seeing Venalita again after what happened yesterday. She was still mad about what happened, but she could understand why it went that way. She had been seconds away from abandoning Enormita. She had actually been about to switch sides.

She let out a sigh as she rode on the train and watched the city pass her by. Thoughts swirled around in her head about the day before. What would have happened if she had not been interrupted? Could she really have switched sides? Could she have gotten Kiwi out as well? Would she have been able to still get closer to her magical girls if she wasn't fighting them? Her imagination treated her to a vignette of her celebrating with Magenta. After the handshake she pushed the pink haired girl through a portal to some isolated place, a rooftop, or perhaps back to her own room. Once alone she would have gotten to show Magenta the depths of her love for her magical girls and she would not have let her go until she was truly satisfied with Magenta.

A deep blush filled her cheeks and Utena could feel an excited thrill run through her at the fantasy as her power reacted to the building lust inside her. 'No no, calm down, deep breaths. Save it for later. Save it for tonight, save that for Kiwi.' She took a few calming breaths and forced her thoughts away from all the things she wanted to do to Magenta and her magical girls. She had official villainess business to do today.

It was clear now that there was no getting out of being a villainess, not unless she killed Venalita or something along those lines. Was a mascot easy to kill? Venalita certainly didn't LOOK imposing or dangerous, but it couldn't be so simple. If it was then surely it would be the first thing either side tried to do. Take out the mascot, no more magical girls for your enemy. She had made no effort to hide her desire to make Tres Magia hers, to claim them for herself. The dark mascot seemed to think that was fine and dandy. It made sense, to make them fall to their desires and come crawling to HER could be seen as a true victory over them. Not that she intended to force them out of being magical girls. While the perverse thought of reducing them to being her pets was pretty god damn hot, It would cheapen them to make them quit being the things that brought her such joy in the first place. Then again if things ever got that far, just knowing they WOULD cast all that aside for her was enough to make those her mana bubble and rise. She wondered idly if Venalita would try to push the envelope if it ever came to that.

For now, the best way to keep her girls safe was to keep being their villainess. On this side she could at least control the engagements, control how far things went, and keep anyone more violent from taking the stage. There were villainous forces out there actively taking down magical girls but if this city was seen as Baiser's territory, then perhaps they could keep away.

It took another half an hour to get to the warehouse lot, fifteen minutes by train and another fifteen on foot before she reached the fenced off plot of land with the abandoned storage site. The shy girl looked around and inspected the entrance before tugging on it. The gate slid a couple of inches open. "Oh good, it's unlocked."

She slipped inside and closed the gate and looked around. Nostalgia came to her as she remembered her encounter with Tres Magia here. She remembered fondly how they looked bound up by mannequins and being tickled relentlessly. She let out a pleased sigh as she remembered the looks on their faces, the forced laughter, the panting exhausted breaths they took when the tickling briefly relented, when it became time for her to personally assault their bodies with her own hands.

The lot had changed for sure. There was still the abandoned material stacked up under a number of overhangs but now there were numerous large crates piled up in the center of the lot. Utena approached them and looked around, still not seeing Venalita anywhere. She turned her attention to the crates and boxes. There was a shipping manifest stapled to one of the boxes. She pulled it off and looked it over.

"Uhhmm... Lets see... Two refrigerators, a washing machine and dryer set, two couches, a different couch, two bed frames, but only one mattress, one electric range for cooking, a couple of portable camping stoves and two dozen propane tanks. One cookware set, and a bunch of other stuff..." She looks at the pile of boxes. These are all things she asked Venalita to acquire. How did the mascot even get these? She had told her to use the money she had stolen to get them but the rest of the how was a mystery.

"Still this is a good start..."

"I'm glad you think so, Utena." Said a voice from behind her.

To Utena's credit, she only jumped a little bit this time. She let out a breath and turned around. By now she knew that Venalita had to enjoy startling people like that. Why else would she do it so often?

"With this we could really start setting up a safe house. Thank you for getting these things."

"Well you asked so nicely, and provided the funds for it all, it was the least I could do. It was a good idea to have a hide out on this side as well." The dark mascot floated over and hovered nearby.

"Right. Just need to get this all set up. Do you think we could have those... I'm not sure what they are... Those little guys that repaired the damage to Nacht base come and help set it up?"

"We could bring in a few golems to help, but first I wanted to talk with you about yesterday."

Utena cringed inwardly. She looked aside and let out a sigh, she had figured this was coming.

"I... Thought you would want to talk about that."

"Your encounter with Magia Magenta was going well. Her offer was an unexpected one, but more so was that you looked like you were about to take it. Are you committed to the cause, Utena? You aren't still thinking of betraying Enormita are you?"

A heavy silence settled over the two as Utena looked away and rubbed at her arm.. Venalita didn't threaten her with anything this time, but she knew that at this point it didn't have to be said. Simply quitting might be forgiven, maybe, but outright switching sides was never going to be allowed without severe repercussions. Vena had made it clear that it would not be just her that suffered either. The mascot had implied that she knew the Tres Magia's identities and was willing to expose them if Utena betrayed Enormita. She felt her anger rise up again at the thought of Venalita or anyone threatening her magical girls. She cared about the fallout they would suffer from more than any consequences she herself might suffer from.

"No... I will be their villain. What happened yesterday... It was just a moment of weakness. It won't happen again. For a moment I thought that maybe there was an easier way of getting close to them... But it doesn't matter. I'll make them mine in time from this side... I won't stray from the path again." Utena looked at Venalita and the mascot's unchanging expression. It really was creepy how it never changed at all.

Venalita was silent for a moment as she studied Utena. "Well that's good to hear. I'm glad we have come to an understanding."

The mascot reached behind herself and pulled a star shaped device out. "Here is a detection jammer, like the one you have in your room. You can keep this one here to keep Tres Magia from detecting the safehouse. So you can be transformed while you are here."

Utena took the jamming star and activated it before transforming. She let out a sigh as the power of Magia Baiser filled her. She stretched and let out a pleased sigh as she let it all wash over her. It felt so good to be Magia Baiser. The power, the confidence, the surety of knowing nothing could hurt her. It was getting easier and easier to slip into being the villainess every time she transformed.

"That's good. That will make this much easier. I have plans later so I can't stay all day. Can you bring in the golem for the set up?" Baiser stepped up to one of the boxes and effortlessly tore it open. This one had a couch in it. As Utena she would have had trouble just lifting one end of a couch even an inch off the ground. But as Magia Baiser it was a simple matter to pick up the whole thing and carry it to the door. The succubus opened the metal doors and looked inside. To her surprise the interior of the small warehouse had already been cleaned up. All the broken and discarded garbage was gone, even the mannequins had been removed.

Venalita floated over her head and went inside before opening a portal to let a number of small dark figures into the building. "I took the liberty of cleaning the place up for you, hope you don't mind. Just bring everything inside and let the golems know where you want things to go."

"Oh... Uhh... Sure... Say, does this place have electricity for the fridge and other things?"

"No, not yet. The city apparently shut off the power to this place since it was abandoned. But I also took the liberty of buying a number of solar panels and battery banks to make use of. They haven't come yet but once they do it will have power, sometime next week perhaps."

'Solar power and a battery bank? With those, this little safe house will be fairly self sufficient, and with a jammer both in her room and here, it would be a simple matter to just portal between the two.' Utena nodded and began to haul boxes into the building and direct the golems. The first thing she did was have them begin to assemble the bed frames and set up privacy curtains around them. The second bed would have to wait until the other mattress showed up but one would do for now. She had no idea how much use this place would get but having enough for an emergency would be good.

Even with the strength and endurance afforded by being a magical girl it still took nearly an hour and a half to get everything in and get set up. The golems were a big help in this. The diligent little creatures worked tirelessly in groups to get things done and in place. A couch with a coffee table and a TV, a couple of chairs sat in the middle with a larger table and chairs behind it. In one corner of the ground level was a small in progress kitchen that was still being put together. It was a lot of cheap IKEA cabinets and furniture with an as of yet unpowered fridge. Several of the cabinets had been stocked with snacks and instant camping food. Venalita had even gotten a couple boxes of commercial MREs. The camping stoves were in place and the crate of small propane fuel tanks sat off to the side. On the other side of the warehouse, an impromptu bathroom was in the process of being put together, a shower, a toilet and a privacy curtain would make due for that.

She was grateful that while there was no power, there was still working water and plumbing in this place. As Baiser looked over the progress she pulled out her phone, It was getting close to the time to meet up with Kiwi. She was pleased with how the safe house was coming along and was sure that it wouldn't take much more before it was the perfect little hideout/hangout spot for her and kiwi, and any other future members of Enormita. Looking around, she didnt see Venalita around anymore and decided to text her.

That was when she noticed a golem carrying a small box toward her. The creature put it down and looked up at her with those blank canted eyes as if waiting for her to tell it what to do with the box. Baiser hadn't noticed it before with all the far larger items she had to work with today. "What's this thing?" She opened the plain brown box and looked inside. Time seemed to come to a screeching halt as she looked at the contents of the box and she felt her cheeks heat up.

"Wh...What... WHAT THE HELL IS THIS VENALITA?!" She looked around for the offending mascot in question, but the rancid little creature was nowhere to be seen, leaving Baiser to stew in her own thoughts.

She stared down at the colorful box inside the nondescript brown cardboard package. The box hidden inside depicted a cartoonish blue skinned demoness hugging onto a giant purple penis. The clear plastic section of the box let her see the contents inside. It was a dildo, a big eight inch long purple dildo covered in bumps and ridges that made it look downright demonic. She mechanically opened the box and pulled out the toy. It was firm, yet squishy. Its surface was smooth but covered in grooves and bumps. Thanks to all her smutty magazines she knew what this was for but she had no idea what all the little bits and features on it were for.

Baiser's cheeks were bright red but her eyes were fixated on the sextoy in her hands. She had put Venalita in charge of ordering all this stuff so she was the only one who could have gotten this. Was this a joke from the mascot? Why would she do this? What could she use this for? Could she use this on Kiwi? Could she use this on the Tres Magia girls? Thoughts swirled around in her head as she fought to pry her eyes away from the sexual object. She couldn't help but think about how she could make use of this.

With tremendous effort she pulled her thoughts out of the sticky, lustful haze they were in and hid the toy away inside her magic. She had other things to do today, she could think about this later, there was a date to go on. The succubus pulled out her phone and started tapping at the screen to text Venalita.

Baiser: "I have to go, is it okay to leave the golems on their own?"

It took a minute before Venalita responded to her text message.

Venalita."Yeah it's fine, I'll collect them later. Just make sure you chain the gate shut and leave the jammer behind."

She let the golems know she was leaving out of sheer politeness before locking up and making a portal back to her room and slipping out of her transformation. There was a date to be had and she needed to get ready.

The sun still shone in the sky as Kiwi stood next to a planter of bushes and flowers in the plaza. She hummed to herself as she waited for Utena to arrive for their date. She had been longing for a second date ever since she got home from that first one. She sighed and wigged in place. "Date, it's a date, a date with Uuuuteeennnaaaa... Hehehe."

The busty girl looked down at the picture she took on their last date of her and Utena at the cafe. She wanted to get a whole lot more pictures with her and fill a whole album with her and her girlfriend. "Ooooohhhh... I wonder, will we really get to go to a hotel tonight, with Utena. What we did last time was so hot, but doing it in bed would be even better then we can snuggle and cuddle afterwards."

She looked at the time, it was a little bit past their meeting time and Utena was still not here. Kiwi pouted and opened up her Snitter app to pass the time. She didn't really like looking at magical girl stuff before, but having become one herself it was interesting to at least see peoples reactions to the fights between Enormita and Tres Magia. Recently she had been thinking of getting a second phone like Utena had and using that as Leopard's phone for shitposting on Tres Magia, and who knows, maybe the world would be entranced by how cute Leopard was. She was sure that Utena would enjoy pics of her as Leopard as well, perhaps even some extra spicy ones.

That thought sounded good. Selfies of her as Leopard, why stop with pictures of Leopard, in fact she could take some right now. Kiwi giggled and flipped to her camera app and began taking selfies. She made a kissy face and winked at the camera, she gave one of her lazy smiles and pulled her shirt down to show some cleavage, she made a V with her fingers and brought it to her lips before sticking her tongue out between them. Kiwi snickered and looked over the photos before sending the first one to Utena

Kiwi: "Oh Uuuteeeennnaaaa Miss you 3"

A minute later her phone buzzed and a message popped up.

Utena: "Aww... I'll be there soon Kiwi. Sorry I'm late."

She was glad to hear that Utena was on her way. She had been a little worried about her. She sent the next pic along.

Kiwi: "I can't wait to see you. Been thinking about this date all day. (‿ ) ."

Again a minute went by before Utena replied.

Utena: "Waaa... Kiwi... (/)"

Utena: "I'll be there soon I promise."

Kiwi giggled and brought a sleeve to her mouth as she enjoyed Utena's reaction to her cute pics. It was the height of entertainment to tease her girlfriend. There was still one more picture to go. She hit the send button and waited with anticipation.

Kiwi: "I can't stop thinking about what we are going to do tonight."

This time there were several minutes before Utena replied.

Utena: KIWI!

Utena: ahahh ahhhhh

Utena: I'm going as fast as I can.

Utena: (⁄ ⁄⁄ ▽ ⁄⁄ ⁄)

Yes, this was the best. Kiwi let out a pleased sigh and blushed as she relished in Utena getting flustered over such pictures. She desperately wanted to send some spicier pics to make the shy girl melt but that would have to wait. 'I'm totes going to send her so many nudes and hot pics later that she is going to portal into my room in the middle of the night to fuck my brains out hehehehe.'

She didn't have to wait much longer for Utena. The wallflower was actually running to her from across the plaza and waving to her. "Kiwi!" She wore a long skirt with black stockings, a light and airy white long sleeved shirt with a cream colored sweater vest.

Utena slowed down and stopped a few feet from the shorter girl and leaned over to breath and pant. ' I need to exercise more... Transforming really is like cheating, I was able to lift all those boxes without breaking a sweat and now look at me. Too bad I can't be transformed all the time'

She cringed at the very idea of it, but it would be good for her to maybe try and get out more. 'As if I have the time to do that anyway.'

"UUUUTEEENNAAA!" Kiwi cried and pounced at her girlfriend, all but knocking her over and putting both of them on the ground.

"Goooffffee... Ahh... Kiwi, why do you jump on me every time?"

"Because I wuuuuve you shoooo muchhh." The ash-blonde girl nuzzled her face into Utena's neck before smiling up at her.

Both girls blushed as Kiwi helped Utena to her feet. Utena gave Kiwi's hand a gentle squeeze and smiled shyly. There was a warmth that all but radiated off of the extroverted girl that Utena could feel and if she really focused she could smell a pleasant floral scent. She glanced at the flowers in the planter nearby and wondered if that scent came from the flowers, some perfume Kiwi had on, or if it was that love itself that she could smell.

The two girls simply stood there in the sun, their eyes watching the other as they held hands. Even Kiwi was silent as she felt Utena's hand in hers and gazed into her gold eyes. Their cheeks flushed, and their hearts beat in their chests like drums as they enjoyed the gently intimate moment.

"Sh...Should we get going?" Kiwi asked as she finally looked away, her cheeks red. 'She is just so damn cute.'

"Y-Yeah. Lets go" Utena gave Kiwi's hand a squeeze and brushed a lock of hair away from her own blushing cheek. 'My first friend, my first girlfriend... She's so cute. She's even a magical girl. I think I might have died and gone to heaven.'

The two girls walk hand in hand as they set out on their date. It was different than last time. Before there had been a kind of nervous energy around them as they went about their date. While that energy was still there, it was a far smaller presence when compared to the softer, more intimate aura that surrounded them. As they walked each girl took turns giving the others hand a gentle squeeze, as if to remind themselves and the other that they were there.

"So... Where do you want to go first?" Asked Kiwi. She was curious about Utena's plans though if she thought about it, she would be content with simply wandering around the city hand in hand with the cute shy girl.

"Well... I thought we could go shopping first." Utena blushes and looks away embarrassed. "I... I have some plans... But that's for later t-tonight... So how about shopping first?"

'Plans for tonight?' Kiwi's head almost began steaming at the very thought of what that could be. Excitement thrummed through her and she felt a sudden rush of heat bloom through her body. "Ooooohhhh you have something in mind for tonight? Oh Utena, how bold. Is it a hotel? Are you gonna take me to a hotel, ehehehehe..."

"I ahh uhhh umm... Later! Don't think about that stuff now! Shopping, let's go shopping." Utena felt like she was about to burst into flames. 'Why did I even mention tonight, oh god.'

The shy girl all but pulled Kiwi along in an attempt to distance both of them from thoughts of what may lay ahead of them in the evening. Her attempt only partially worked.

The two teenagers entered the shopping center and let out a pleased sigh at the cool air inside. It was already starting to get warm outside, the spring weather was giving way to the oncoming summer day by day. Utena looked down at her sweater vest and thought that maybe she should have worn that new sundress that Kiwi got her last time. She looked down at her shoulder bag, then to Kiwi.

"I need to use the washroom. I'll be right back okay?" Utena gave Kiwi's hand a squeeze before hurrying to the nearby restroom.

"Huh? Oh yeah sure... And she's gone... Must've really needed to go." Kiwi watched as her girlfriend practically scampered away. She followed after Utena and leaned against the wall outside the restroom and took out her phone as she waited. There was a news article about a team of magical girls disappearing from Osaka. There had been some great big battle with some unknown group and now they hadn't been seen since and that had been days ago. Conflicting feelings swirled inside her. On one hand, she didn't like magical girls. They kept stealing the spotlight wherever they were and that took attention away from her, but that feeling, that particular brand of envy and jealousy had nearly disappeared. She found herself caring less and less about getting everyone's attention ever since she met Utena.

Kiwi smiled at the thought of the crazy girl that stole her heart and electrified her life so much. More than anything, she was actually a little worried about how this news would affect Utena. That girl was head over heels in love with magical girls to the point where she suspected that she was actually in love with Tres Magia. That thought filled her with icy water, she wanted Utena's attention on her more than anything, but she also knew that Utena adored Tres Magia, and to lose them would without a doubt be a crushing blow to her that she may never recover from. As much as she hated to admit it, those three were vital to Utena's mental well being.

"Kiwi, sorry to keep you waiting..."

Kiwi looked up from her phone at the sound of Utena's voice. "Yay Utena's ba..."

She stopped mid sentence when she saw Utena. Her girlfriend had changed from her usual conservative housewife looking outfit into that lavender sundress that she had bought for her. The dress still covered her shoulders but left her arms bare and showed just a hint of cleavage, just enough to draw the eyes and make one wonder about what was underneath. Kiwi had never switched to her camera app so fast in her life.

"Ohmygodyoursocute! Utena is so sexy!"

*CLICK* *CLICK* *CLICK* *CLICK*

"Wha-Kiwi! Aahhh..." Utena blushed and squirmed under Kiwi's gaze as the girl excitedly took pictures of her. She puts her fingers together and looks down bashfully before looking shyly at Kiwi "D-Does it really look that good?"

The ashen haired girl felt herself get light headed at the sight before her. Her hand automatically hits the button on her phone to take another picture. "Holyshityes. I think I could die happy right now." Slowly, kiwi put her phone away and approached Utena before putting her hands on the other girl's shoulders.

"You look so fucking adorable, lets go to a hotel right now." She said with deathly seriousness.

Utena could only blush under the other girl's words and gaze, she didn't think she looked that good. But the scent of flowers suddenly got a lot more intense as she brought her hands up to her burning cheeks. "I umm uuhh... Oh gosh...I'm... I'm glad you like it... I brought this with me just in case..." She looked up with all golden eyes and flushed cheeks. "Since you got it for me."

Kiwi all but felt her heart stop at how adorable this was. She didn't know how much more of Cutena she could take at this rate. She backed away and forced herself to take several long deep breaths "Haaaaggghhahaaaaa ohmygod... Okay Kiwi, calm down... You are in control of yourself. You are not an animal, you are strong."

Utena watched in mild confusion as Kiwi brought herself under control.

After a minute of breathing and self control, the ash-blonde girl took Utena's hand in hers. "Lets go, we still have a date to have." Her voice had a serious edge to it, purposeful and strong.

"Yes! Lets go." Utena smiled and squeezed Kiwi's hand.

'Just you wait, Utena, if you're going to knock my socks off like that... Two can play at this game.'

The two spent the next two hours window shopping, trying on clothes and just chatting. Today was a day for them to enjoy being together. There were no magical girls, no Venalita, no mischief to be had. Though, as they rounded a corner in the shopping center, Kiwi saw one particular store and decided that it was in fact time for a little mischief.

"Oh, oh, Utena. I just remembered, I need to get something from a shop here."

"Yeah? Okay, let's go then. What place do you need to go too?"

Kiwi smiled and dramatically pointed to the store they were just passing by. "This one!"

Utena looked to the side and followed Kiwi's finger to the lingerie shop. Her gold eyes widened as she took in the sight of all the frilly and lacy lingerie on display.

"Wh... What. K-Kiwi. Uhh O-Okay, I'll uh.. I'll just-"

Kiwi's grip on Utena's hand tightened and she looked at the shy girl with an evil glint in her wine-red eyes before she started physically dragging Utena into the shop. "Come on let's go, we can model for each other!"

This was how Utena found herself in a lingerie shop and getting progressively redder as she and Kiwi looked at the underwear on display. She had never been in a store like this and it was overwhelming. All she had was regular panties and bras, everything here was so lacy and frilly and revealing. They didn't just have lacy panties for sale, there were stockings and garters, silk pyjamas, and sheer nighties that wouldn't hide anything at all from sight. Her heart was pounding in her chest as she looked around, everywhere she looked there was just more of it. The irony of her, the villainous succubus of Enormita was embarrassed by being in a lingerie store was not lost on her.

Kiwi on the other hand was doing just fine. She had several items in her arms. "What do you think about this one Utena? Utena? Uuuuuteeeennnaaaa wakie wakie."

"Huh? What? Oh, Kiwi... Sorry... I'm kind of... Ummm..."

Seeing Utena so flustered pleased Kiwi immensely. "Aren't you gonna get anything?"

"N-No... I don't think so... I'm good..."

"Awww really? You'd look so sexy in this!" She says as she holds up a purple silk nighty. This one had purple silk around the chest but the rest of it was like a sheer purple curtain that only vaguely obscure anything behind it. The nighty looked to be of a small size, but on her may have only come down to the top of her thighs.

Utena blushed and stammered at the very idea of wearing something like that. Again, the irony of her magical girl outfit wearing just some pasties over her chest was not lost on her and yet that this was embarrassing to her was not lost on her. "I-I-I Umm... Kiwi... I'm not uhh..."

Kiwi put her hands together and gave her girlfriend the big eyes, her lip trembled and eyes sparkled. "Please... Just try it on at least... For me?"

Utena looked at that begging face and gulped as her cheeks grew incandescently red. "I... Aahhh... O... Okay... Just for a minute okay." She hesitantly took the nighty and gulped before heading for the fitting room.

Kiwi grinned like a cheshire cat and went right for the counter as soon as Utena was in the fitting room, she had to act fast so that the other girl would be none the wiser to her plans. For once she was grateful that Utena had been so flustered and overwhelmed that she had been unable to pay any attention to her.

As soon as her purchase was made she slipped it into her other bags to hide it and made for the fitting rooms. She didn't have to wait long for Utena. The shy girl spoke from behind the curtain. "Umm... Kiwi... A-are you there?" Her hesitant voice came from within.

Kiwi could easily imagine just how much the other girl must be blushing. "I'm here Utena! Ohhh how does it look! I bet you look so sexy in it! Ehehehehe." Kiwi giggled and nearly started drooling at the image her imagination conjured up of Utena in that nightie. She imagined the shy girl clad in just her panties and the nightie, the pale skin of her arms and legs on display, her cute little belly button and the gentle lines of her hips and waist seen through the sheer silky fabric. She would be so embarrassed, her face flushed so much it spread to her ears. She would look down at first, then up at her, then down again as she fidgeted in place. Then oh so softly, fantasy Utena would hesitantly ask if she liked it.

Kiwi started drooling. "Hehe ehehehe... Come on Utena! Let me see! Come out or I'm coming in after you!"

"Ahh wait wait... It's one person only! Don't come in!" There was a long moment as the certain shook as the person behind it struggled to find the courage to open it. "I... O...O-okay... I'm coming out..."

Kiwi's phone was in her hand faster than she could blink, and that itself was something she refused to do. She would not miss even one millisecond of Utena in a sexy little purple nightie. The building could burst into flames and she would be happy to let it all burn down around her as long as she got to see what was behind that curtain.

*Ssssssssshhhhink* *click* *click *click*

Utena opened the curtain, her eyes looking down at the floor. She could hear Kiwi's camera going off. She expected to hear it, but it still made her already heavy flush grow even hotter. She felt like she was burning up under her girlfriends intense gaze.

The sight was even better than what her imagination had come up with. A trickle of blood slowly drips from Kiwi's nose as she oggles her girlfriend. "Holyshitholyshit. Utena you're so seeeeexy! Aaahh I can't take it!"

Kiwi's reaction only made Utena blush harder and squirm. Her fingers pluck at the skimpy outfit as she fights not to just retreat back into the fitting room. "so...So you like it?" She says softly as she looks up at Kiwi through her haze of embarrassment.

It's too much, Kiwi's brain shorts out as metaphortacal steam wafts off of her head. "Gaaahh... aaaaaahhhh..." She slumps to the ground as the over-stimulation gets to her and she passes out.

"Kiwi!?"

The ashen haired girl groaned as she felt consciousness return. Her first thought was of the pleasant scent, it was soft and slightly sweet, it was comforting. She felt something soft and warm under head, and for a moment she thought that it might have been her pillow. Was everything just a dream? Was the date she was on not real? Kiwi grumbled and slowly opened her wine-red eyes. The first sight that greeted her was one that she longed to see when she woke up. Utena's gold eyes and soft features are the first thing she sees past the rise of the other girl's chest. Utena was wearing the cute sundress she had gotten for her on their first date, a flush still stained her pale cheeks as the dark haired girl looked down at the girl in her lap.

"Ahh I... A-Are you okay Kiwi? You ummm... Kind of fainted back there." Utena blushed as her hand brushed a bit of hair away from Kiwi's face.

"Are you okay?" She asked softly.

Kiwi sniffled and rolled over and buried her face into Utena's stomach and sobbed. "Aaaahh Utena is so niiiiice. This is the best day ever! I never thought I would get an Utena lap pillow!"

"Kiwi! I... You're...Oh geeze..." Utena smiled and stroked the girl's head. 'What am I going to do with you?'

"Are you feeling better? Should we continue or do you want to go home?"

Kiwi shook her head, which only served to nuzzle into Utena's belly. The motion drew a shiver and sharp breath from the shy girl as Kiwi's face pressed into her tummy. "No, I'm good. Let's continue."

"O-Okay... Let's get up then..." Utena blushed and bit her lip as she felt tingling sparks of pleasure come from her belly at Kiwi's nuzzling. Thankfully for her, the other girl wined but pulled herself from her stomach and hoped off the bench they were on. Once she was free, Utena stood and offered her hand to Kiwi. "How about we get something to eat, then... Maybe go somewhere quieter."

Kiwi eagerly took Utena's hand and grinned. "Thank sounds so good. Let's go!"

Hand in hand, the two teens made their way from the shopping center and to a small crepe shop near by a familiar plaza. The two sat on a bench in the sun as they ate their sweet treats together.

"Ahhhmmm. MMMMM! So yummy!" Kiwi's legs kicked as she basked in the sweetness of her crepe of chocolate, cream, peaches and drizzle of honey.

"Mmm! It's really good." Utena smiled as she nibbled on hers at a much more sedate pace than her girlfriend. Utena went with a more simple crepe of strawberries and cream dusted with a little powdered sugar. It was sweet but not too rich, the more subdued sweetness let the natural flavor of the strawberries and the fluffy whipped cream shine.

The two seemed content to enjoy the quiet of the outdoors and the pleasant late spring weather. This was more Utena's speed, a quiet afternoon, companionable silence with someone dear to her, the warm sun shining gently on her skin. She found her thoughts wondering as she sat and ate her dessert. 'It would be nice if things were like this all the time, just being able to spend time with Kiwi like this with no fighting. But I never would have met her if I hadn't become this villainess. I'dve never gotten to meet her, or gotten to see my Tres Magia up close, never gotten to touch them, or finally been able to express my feelings for them. As much trouble as it is sometimes, I don't regret it, I don't think I'd give this up for anything.'

The shy girl looks over at her girlfriend and smiles softly as she watches Kiwi chow down on her crepe and enjoy the sweetness within. She reaches over and holds her strawberry crepe out to Kiwi. The other girl blinks and looks down at the offered crepe and grins wide and bright before opening her mouth and taking an offered bite. Utena blushes as she sees that joyous smile. 'Yeah... No regrets.'

The two feed each other the rest of their sweets and relax in the sun, their hands entwined together as they just take a moment to enjoy each other's presence. "So, where to next, Utena? Shall we go to a hotel? Or find a nice cozy alley way?" Kiwi asked playfully as she leaned over and rested her head on Utena's shoulder.

"Hehe... Not right now, but... Yeah... How about we get going? Somewhere it can be just us?" Utena asked as she gave Kiwi's hand a squeeze.

Kiwi was on her feet in an instant. "Let's go!"

A swirling portal of black and purple mist opened up on the craggy stalagmite covered landscape around Nacht base. The two girls stepped out into the eternal night of Enormtia's base, the giant moon loomed in the sky and cast its silvery light across every surface.

"When you said a place it could be just us, this isn't quite what I meant, but as long as it's with you, I'm okay." Kiwi looked around at the place. It was still as empty as the last time she was here. The odd and illogical sight of the base itself loomed in the distance as a fortress not built by human hands or minds.

"I thought it would be interesting to explore a bit. I've done some myself, but it would be nice to have company." Utena gave Kiwi's hand a squeeze and they started off towards the base. 'Sorry Kiwi, I'm still building up my courage for later. Give me a little more time.'

As the two made their way they spotted something moving in the sky, something was coming towards them. As they watched they saw a hulking, muscular figure of one of the demons that Tres Magia was often called upon to fight.

"Ehh? What the hell does that thing want?"

The demon suddenly sped up and charged at the two and let out a warbling roar of challenge. The two girls let out surprised shouts and jumped back before calling out to their stars.

"Trans Magia!"

"Trans Magia!"

Baiser and Leopard jumped out of the way of the oncoming attack in time to watch the demon slam its meaty fist into the dark stone of this nether space.

"Hey! Watch it you shit head! You're supposed to be on our side!" Yelled Leopard as she drew her derringer from her sleeve. "Wait... Are these things actually on our side?"

"I... Don't actually know? I always assumed they were. Maybe this one is a wild demon?" Baiser looked at the creature. If they were on her side, then shouldn't they follow her orders or at least be non hostile? When she thought about it, Venalita never gave her any demons to command. The news always said they were Enormita's monsters but was that true or were they just wild creatures?

The demon let out a roar and lashed its tail in fury before attacking again. It raised its hand and swept it in an arc to send a barrage of dark magic at Leopard. The dark magical girl pulled up her gun and manifested her firearms to intercept the bolts of magic.

"Hey! Dickless freak! This is NOT how I wanted my date to go! You're being a third wheel right now so fuck of!" Leopard growled and aimed at the demon.

Seeing her opportunity, Baiser dashed toward the demons back and raised her crop to deliver a killing blow to it.

*Crack!*

She whipped the creature as hard as she could with Frusta Dominazione. Her eyes widened as she struck the demon. 'This feeling.' She felt a measure of her mana be pulled into her riding crop and sent into the monster. It was the same feeling she got every time she animated something into a monster for her to use against Tres Magia.

The effect was as immediate as it always was. The demon let out a scream as a purple aura enveloped it and its body began to warp and shift. While its body stayed muscular, its limbs narrowed and changed to become feminine. Its body smoothed out, becoming less bulky and more curved as its waist narrowed, its hips flared out and thighs thickened. The creature's overly muscular chest compacted in on itself as a pair of large breasts formed. Its head and face mask shifted, becoming sleeker, its eyes losing their round shape, growing a little larger and canting at the edges into a more almond shape. The monster's tail grew longer as its bulk shifted and thinned out. Its bald head changed even more as dark red hair grew and swept back into a rough and wild looking ponytail. Finally a set of black leather bondage attire with numerous straps and belts appeared on the now distinctly feminine demon and covered its breasts and new found genitals while studded belts of black heather wrapped around its arms, legs, tail, and body. Finally, a large spiked collar snapped into place around the demon's neck, the black leather adorned with a golden star of Enormita like a dog tag.

The reformed demon let out a hiss as a cloud of steam was released from where its mouth was mostly hidden and the two dark magical girls watched as it turned towards Baiser and knelt down before her as a servant would to its master.

"H...Holy shit... B-Baiser did you just... Did you take control of it?" Leopard asked as she approached, her gun still trained on the demoness as she looked the creature over.

"I... Yes... Yes I did, I can feel it." She said with wonder as she looked down at the monster that knelt before her. She could feel it. Baiser could feel the creature's presence within her awareness now, just like how she could with any other monster of hers. She knew its strength and that it was greater now than it had been just moments ago. She knew it could still launch blasts of dark magic and could fly and she knew that this creature was hers, it would follow her every whim and command, and that she could even see through its eyes if she wanted to.

"Yeah... I took it over... Heh... Hehehe..." She smiled as her shock of the attack and transformation faded, the familiar power and personality shift that came with transforming came through as it always did. Baiser looked down at the creature and tapped her crop in her hand. "Well well... Isn't this an interesting development? Don't you think so, Leo?"

Leopard looked up at her girlfriend, barely noting her shift into the more domineering Baiser persona. "Well as long as this bitch isn't going to get in the way of our date anymore."

"No, it certainly won't. I would punish her for bothering us, but she was just doing as her instincts told her too." She swept her crop down and used it to lift the demoness' chin so it looked up at her. "Now, you won't go attacking any more of Enormita's members will you? You will make sure no more of your kind disturb us while we are here."

"Hhhaaaaaa..." The demoness let out a hissing sigh as she looked up at her mistress.

While it had not spoken, Baiser could feel it in her bones that this demon had responded and would follow her every order.

"Good girl... Hmm... Another order for you... If you find any more of your kind around Nacht base, subdue them for me so I can turn them when I next arrive."

"Shhaaaaa..." The demoness rose to her feet and leapt into the air before flying towards the base.

The two girls watched with interest as the demoness went off to follow Baiser's order.

"Ohhh... Thinking of making yourself a little army huh, fancy yourself some kind of up-and-coming demon queen? I guess the demon did turn out pretty hot after you smacked it." Leopard hugged onto Baiser and held on. "Now that that's over, how about we continue our date?"

Baiser's hands worked almost on instinct as she reached down and grabbed a handful of Leopard's exposed rear and gave her a squeeze that drew an excited little whine from her. "Yes, let's go. Enough distractions, let's explore the base a little shall we?" She gave Leo a smack on the ass that made the shorter girl squeak before giggling.

"Yes my queen!" Leo said with a wink and a salute before both girls fixed their gazes on the path and headed inside.

"I really wish there was a real walkway out there. All the rough stone sucks to walk on." Leopard complained as the doors closed behind them. "Really, you'd think Vena would have fixed up the outside a little."

"Considering the rest of this place, I don't think she has human sensibilities in mind. Hmm... If we find any of those golems we can round them up and have them build a properly bricked walkway." Baiser cast her gaze around but sadly didn't spot any of the creatures in the entry hall. "You know. I've been drawing a little at home, mostly sketches of Tres Magia, but some of them are how this place could look so much cooler, more villainy than this otherworldly look."

"Yeah it's kind of lame." Leo looked up at the ceiling where a set of upside down stairs led out of the ceiling only to stop in the middle of the air. "What is the point of some of this stuff anyway?"

Baiser shrugged and continued on her way. The only sounds in the base were the hum of the lights and the click of Baiser's heels. "Honestly, it's so barren here. If it were up to me I'd have fashioned this place into a gothic castle. It would really fit the style of an organization of dark magical girls. High walls, towering turrets and crenellations, gargoyles and lots of dark iron decorations. The inside would look much better with some tapestries and paintings, something other than blank cement walls everywhere."

"Hehehe... You really are on a hot goth dark queen kick." Leo looks down at Baiser's swaying tail and definitely doesn't try to catch a peek at her butt in those ultra low riding pants. "Or maybe a sexy succubus queen. You could always ask Vena if she could renovate the place?"

"Hmm..." Baisers tail swished and she put a little more hip into her steps as if she sensed Leo's eyes on her.

"I guess it wouldn't hurt to ask. Maybe I'll suggest it next time I see her." The succubus turns her head and gives Leo a smug little smile. "Something caught your eye Leo?"

"Huh? Uhhh... Ehehehe... You caught me." The bomber girl grinned shamelessly. "I can't help how sexy you are Baiser."

The succubus fixed her companion with a smoky gaze and held out her hand for the other girl. "Watch as much as you want Leo. It will make you taste all the sweeter when I take my next bite." She says with a grin that shows her fangs

A shiver runs through Leo's entire body at her girlfriend's words. Utena had mentioned plans she had for tonight, and her comment now sent her imagination running with the idea that she was in for a tryst with the succubus tonight. She blushed and grinned before taking Baiser's hand. "Hehe... Don't threaten me with a good time. You know we could get started on that right now Baiser."

"Hmm... Is that what you want? Maybe I should push you up against the wall and see where things go?" Baiser smirks and uses her grip to pull Leopard closer. As soon as the distance between her and the bethonged girl closes, her free hand raises up to gently caress Leo's cheek.

The sudden pull and the touch on her cheek was enough to take Leopard breath away as she looked up into those star crossed golden eyes. She felt her heart suddenly leap into her throat as her blush intensified. "I... Guhhh... Yeah... I do..." She gulped and reached up intending to put her hand on the one holding her cheek. She was suddenly interrupted when Baiser's tail suddenly lashed out and whipped across her nearly bare ass and left a stinging red line across her plump cheeks. The impact makes her yelp and gasp but the succubi's voice gets her attention again.

"Fufufufu... Not yet my Leopard. Let that anticipation build a little longer." The villainess blushed and smiled. "You won't have to wait too long. I promise." She stroked Leo's face before sliding away from the short curvy girl. The succubus turned and continued on her walk, though her hips had a bit more sway in them and her tail lashed like a whip in occasional spikes of excitement.

"Haaaahaaaa..." Leo sighed before shaking her head and running after her succubus, her heart pounding in anticipation.

Leo had never before bothered to explore the base and as she and Baiser progressed through the many hallways she felt vindicated in that. This place was boring. It was nothing but blank concrete walls, sometimes with random holes cut out of them, bizarre architecture, and a seemingly endless amount of empty rooms. She was quickly becoming a supporter of Utena's gothic castle idea. At least an empty gothic castle had some style to it, this place had nothing. At the very least she had Baiser here to keep her company. That alone made this worth it.

"Baaaaiiiiserrrrr... This place sucks... The giant moon and the permanent night sky is cool, but the base itself is lame as hell."

Baiser sighed. She had hoped that there would be more to the base if she just explored more of it, but so far most rooms were empty. "Yeah... The only floor that seems to have anything is the second."

"The second? What floor are we on right now?"

"It's... The fifth I think? I started us up here because I thought there might be something else... Maybe we should go back down to the second and look around there."

"What's so special about the second?"

"Well last time I looked around I found a break room or a common room. It looked like it had actually been used at some point. Yeah. Come on, let's head back down." With a snap of her fingers she opened a portal and waited for Leopard to hop inside before following after.

"Huh so this is the bre-Whoa! Whats all this stuff?"

"Hmmm? What all what... Oh... What is all this?" It was the same empty looking break room she had visited last time. However this time a pile of boxes took up the middle of the room.

"These were not here last time." She said as she approached and noticed a slip of paper tacked to the side of one of the boxes.

"Hmm... What's this... "Baiser, these came while you were off on your date. The first delivery of items for Nacht base. Set these up when you have time. Venalita."" Baiser looked at the boxes again. "How did she know I was going to be here?"

"So this stuff is all for the base? What's it... Wait I recognize that box, is that a TV? And that's a game console." Leo looked over the boxes with a look of surprise. "Where did we get all this stuff?"

Baiser ran a hand over one of the boxes. "Well, I thought this place was really boring, so I asked Venalita to use some of the money I stole a couple of weeks ago to buy things to liven up the place. I did want to also get things to set up a bedroom here on base but I don't think any of that is here in this pile. This looks like it's all kitchen and living room kinds of things."

Leopard ripped the top off of one of the boxes and peeked in to find a microwave. "Damn, you're really making this place into a clubhouse. That's pretty cool, We could actually hang out here." She stopped dead in her tracks and thought.

"Wait a second... Did you say you want to set up a bedroom here too?" The bomber girl clasped her hands together and gave Baiser a sly look. "Look at you putting together a little love nest where we can snuggle without anyone bothering us."

Baiser looked up and smiled before blowing a breath out her nose in amusement. She supposed that is what it could be for. Really she had intended it to be used in the worst possible outcome, if she was exposed and her life outside of being a villainess was destroyed she would not be left without a place to live. The succubus stepped around the boxes and approached Leopard. She reached out and took her girlfriend's hand in hers.

"Well... I had intended for something else, but... I did put a little something together. I think you'll like it."

Leopard shivered at the sudden energy in the room. Her throat suddenly felt thick and her heart started to beat faster. "Ooohhh... What is it? Did you really make a little den for us to have private time together... Oh Baiser."

The villainess stepped closer and put an arm around Leo's waist. "Something like that. I think we have spent enough time wandering around this place. Let me show you in person what I was working on today." Baiser all but purred to the shorter girl as she pulled her closer.

"O-Ohay... Lets fuckin go."

The portal dropped them off inside a dimly lit building. The amber colored light of late afternoon turning into early evening poured through the windows provided light to see around.

Kiwi stepped forward and looked around at the in-progress hideout. "Oh damn! Look at this place. Did you really set this up Baiser? Whoa! Couches, a tv, is that a kitchen?! You went all out."

Utena smiled, pleased that her girlfriend liked her little safe house. "I was working on this earlier with the Vena's golems and got all this put together. It's a safe house for us to use, or just a place to hang out."

Kiwi looked around and flicked a light switch. "Aww the lights don't work."

"Sorry... Yeah there is no power yet, it's still a work in progress." Utena stepped around the couch and looked around her hideout. She stopped in a beam of sunlight that poured through one of the windows. The light both illuminated and cast stark shadows over the girl's features, half her face in light, half in darkness. "But... There should still be enough for us, right?" She asked as she reached up to play with a lock of hair.

It was hard to tell through the orange hued light of sundown, but Kiwi knew the other girl was blushing. She looked at Utena, her girlfriend and shivered. They were alone in this hideout, no one was going to bother them, or find them, there was nobody to interrupt them. She gulped thickly as she felt her body heat up and heart thud in her chest. This was something she wanted ever since that first day. She was only half joking every time she suggested going to a hotel, but now that she was here, alone with Utena, she suddenly felt nervous. Kiwi blushed and nodded. "Y-Yeah... It's enough." She said softly before mustering her courage and stepping towards Utena.

The dark haired girl reached out with a hand slowly took one of Kiwi's in hers. She took a moment to just look at the ashen haired girl as she stepped into the light with her. Kiwi was blushing and looking just as nervous as her for once. She couldn't help but think how cute the other girl looked. It didn't take much, just a gentle tug on the hand and the two slowly made their way to a set of metal stairs and up to the second floor.

Weeks ago, this was where dozens of mannequins had been left to collect dust. But now this upper loft had been separated by metal pipes and sheets for privacy. Right now there was only one bed and one bare metal bed frame, but that was all the two girls needed. They both approached the bed, each girl acutely aware of how hard their hearts were pounding and how the other girl's hand felt sweaty.

They stood there for a moment, both too nervous to take that last step. Utena could feel her heart pounding in her chest, she felt like she was overheating, and she was sure that her face was beet red. She swallowed tickly and finally started to move, only to find that Kiwi had done the exact same as her. She looked over at her girlfriend and saw that the other girl looked just as flustered as she did. "Hehe... I-I guess we are both a little nervous..."

"Y-Yeah...I guess so." Kiwi looked at Utena. The shy girl was so cute it hurt. Her wine-red eyes looked down at Utena's lips, she wanted to kiss the other girl so badly. To feel those lips on hers again. Kiwi Araga locked in on those lips and used it to push through her nervousness. She held onto Utena's hand and leaned forward as she pulled Utena to her.

Utena's golden eyes widened as she met Kiwi's lips in a kiss. Her heart fluttered in her chest as she looked into the dark eyes of her girlfriend. Slowly, Utena closed her eyes and slid her arms around Kiwi as Kiwi did the same. They stood there in the light of the setting sun in eachothers arms, their lips together in a slow and gentle kiss. With every second that passed the nervous shaking in Utena's hands calmed as she just kissed the girl in front of her as the beat of her heart steadied.

Their kiss broke as Kiwi slowly pulled back, her arms still around her girlfriend's slender body. Both of them were blushing as they took breaths and gazed at each other. The ash-blonde girl smiled and gave Utena's waist a squeeze. "Feel better?"

It took a moment for Utena to respond through the cloud of lesbian thoughts inside her head. She took a deep breath and gave a little nod. "I... Yes. Thank you, Kiwi. I... I'm still not used to this."

Kiwi grinned, Utena was so cute when she was shy. She hid it well, but that kiss helped soothe her own nerves as well. "Neither am I... You're my first girlfriend, so I get nervous too."

That threw Utena for a loop. She was sure a girl as cute and outgoing as Kiwi would have had a girlfriend already. "R-Really? I'm your first. But I thought... You're so cute I thought..."

"Heeheehee... I'm glad you think I'm so cute." Kiwi grinned pulled Utena down to sit on the edge of the bed. "I never had anyone else really. The girls at my old school were such posers. They never interested me. I could tell their complements were pretty empty. But... When you talk, when you say I'm cute, or strong or when we are out, I know you mean it..."

She smiles and leans in to give Utena another kiss, this one is soft and quick, little more than a peck. But as she tries to pull back, she feels Utena's arms move up her back and hold on. Their lips are apart for only a brief moment before they come together again at Utena's insistence. The shy girl pushes forward, her lips slowly moving against Kiwi's as she hangs on for dear life.

"Mmm... Utena..."

"Kiwi..."

Both girls whisper between kisses as they slowly lean to lay back on the bed. Kiwi's hands clutch at the sundress that hid Utena's body, slowly plucking at it as her fingers travel down the girl's slender body. Kiwi's touches draw the other girl to move slowly, shifting to crawl over her and straddle the more curvaceous girl and resume their kisses.

Utena's lips press harder against Kiwi's as her hands move on their own. Her hands find their way to Kiwi's chest and hesitantly give the other girl's ample breasts a gentle squeeze. The feeling of having her hands filled by Kiwi's round tits sets something off inside Utena. She lets out a shuddering breath before licking her girlfriend's lips to ask for permission, and Kiwi is all too happy to give it. The curvy girl's lips part and Utena's tongue slowly enters her mouth only to meet Kiwi's. For a moment, for them, there was nothing else in the world but one another. Their tongues moved together and slid against each other in a dance that was quickly growing more passionate.

A bone deep shudder ran through Utena's body. A sensation that stole her breath away. She could feel the pressure inside her rising as the mana inside her roiled in disquiet. She knew what was coming. Again her lust and rising emotions were overwhelming her and forcing her to transform into the succubus known as Magia Baiser once again. There was a burst of light and rush of energy as the transformation took hold, she leaned back from Kiwi and let it all consume her. Golden horns curled around her head, wings spread from her lower back and a sinuous black tail whipped out behind her. Star crossed golden eyes looked down at Kiwi, at Leopard with nothing short of hunger.

"Aaahhh... Ooooohhh... Leo...Kiwi..." Baiser smiled down at the other girl and licked her lips as she felt Leo's emotions wash over her. The scent of flowers hit her full force and now she knows that scent's meaning. She blushed and wrapped her arms around herself as she breathed it in and bit her lip in excitement. Kiwi's love filled her senses and made her heart flutter in response. "Look at you, so cute... So sweet. I just want to gobble you up. Ehehehe..."

Leopard looked up at the blushing, excited succubus straddling her, she barely noticed at all that she had transformed. Again Utena had gotten so worked up that she transformed. She felt a small measure of disappointment that she wasn't going to have sex with the shy, sweet, cute Utena. But that disappointment was washed away as she watched the succubus bite her lip and look down at her with golden eyes full of hunger and desire. The sexy dominant Baiser was good too. She felt a shiver roll up her body from the hungry look in Baiser's eyes. The bomber girl smiled up at her girlfriend and raised her arms up and to the sides to become the other girl to her.

"Baaaaiiiiser... Gimmy more kisses!"

The succubi's lips spread into a grin that was nearly feral one that showed off her fangs. She leaned down and slid forward to cover Leo's body with her own and pin her to the bed. Her butt rose up into the air, her tail whipped and lashed in excitement as she descended upon Kiwi. Her lips sought out the other girls with a hunger that demanded to be sated. Baiser's hands grabbed hold of Leopards's, their fingers intertwining even as Baiser pushed them down over her head and pinned them to the bed. She let out a hot and husky breath. "As you wish, MYLeopard."

The soft, warm lips of two girls made sweet contact once more as Baiser leaned in and pressed Leopard into a kiss. She didn't waste any time as her lips parted and her hot tongue slid forward to lick gently at Leo's lips. Her request was merely a formality, both knew those tender gates would open and let their invader inside eagerly. Baiser's tongue pushed in and met Leo's in a slow and heated dance. Yet it was a fleeting one as the succubus wanted more. She leaned into the kiss and more tongue pushed into her girlfriend's waiting mouth. Her tongue explored and touched, it slid over Kiwi's teeth and against her cheek, it moved against her tongue and even coiled around it like a serpent.

Kiwi's eyes rolled up at the sensation of utter bliss that rolled through her from that intense kiss. The magic in that succubi's smooch was a deadly, traitorous thing. It all but melted every thought out of Leopard as that tongue explored every inch of her mouth. She felt her toes curl in her boots and that unique and sinfully addictive pleasure washed over her. Baiser took complete control over their intimacy yet again. She was pinned to the bed, pinned under this hungry succubus. She could feel nothing but pleasure as her lover drank down her love and mana through that mind melting kiss. There was nothing she could do against this kind of disarming ecstasy, and she wouldn't have it any other way.

Both girls panted and sighed as they made out on the bed. The light of sunset slowly fading as the minutes ticked by, each girl utterly lost in the moment of passion. The lashing tail whipped once more before sinuously dipping down between their bodies and teasing its spaded tip along Leopard's inner thighs. The ash-blonde girl let out a gasp into the kiss as she felt that tail tease her. She pulled at the hands binding her and tested their grip. She wanted to throw her arms around Baiser, to hold her tight, but the succubus held her on, her grip only growing stronger the more she pulled against it.

"Hhaaaaahhhh..." Baiser sighed as she slowly broke the kiss, her tongue slowly pulling back from Leo's mouth. The blonde girl looked at that tongue that had dominated her mouth through that entire kiss with wonder. It was definitely longer than it had been before. It extended several inches from Baiser's lips before the succubus drew it back into her own mouth. She blushed at the sight of it. Such a lewd tongue, if she could do that in just a kiss, what else could she do with it. Leopard shivered and bit her lip the thought of that seductive mouth going down on her..

"H...Holy shit... Baiser, oohhh...Aaaaah!" Leo let out a yelp as she felt Baiser grab her and roll her over onto her front. She tried to get up, but found that her hands were still bound. Leopard looked up and saw a rope around them and the rope was moving. She followed it with wide eyes as it snaked up into the metal rafters of the ceiling.

"Uuuhh... B-Baiser?"

The succubus didn't answer. She merely giggled as she ran a hand over Leopard exposed ass, her fingers plucking teasingly at the strings of that tiny thong that barely kept Leo decent. "Oh Leo... I have so much instore for you. I hope you can take it." With a negligent gesture the rope snake pulled and forced Leo to rise up and by her wrists, her back arching and bending from the position. Once her shoulders locked she was forced to rise onto her knees to follow as the rope kept pulling.

"Ehehehe... Look at you Leo, all trust up for me." Baiser giggles and strokes the girl's curvy rear before pulling her thong up hard. The silky black material dug in and rode up tight against her pussy and made her squirm and whine.

"Baiser... Don't tease me like this." Leopard squirmed against her ropes. Her hips shifted and her thick thighs pressed together against the heat between her legs. Baiser is in total control now. With anyone else she could hate it, would scream and curse and spit, but for Baiser, she felt more like a pleased cat getting the attention she craved.

The succubus grinned and ran her hand up and down that exposed mass of pale flesh. She give Kiwi an appreciating squeeze before giving her ass a hard spank that sent a ripple through the doughy cheek. The impact drew a yelp of surprise from the bound girl. "Oh, I'll do much more than tease you Leo."

Baiser licked her lips before putting a hand to her breast and curling her fingers before drawing out her riding crop. She grinned like a feral predator as she slowly drew the gold star at its top against Leo's backside. The touch of the cold metal made the girl gasp and look behind herself to see what was going on.

Leo gulped as she saw the riding crop. She looked up and saw the look on Baisers face, fear, arousal, and anticipation in equal parts rushed through her. There was only one reason Baiser would have pulled that out at a time like this. "W-Will you... Be gentle?"

Baiser's eyes seemed to glimmer in the ever dimming could taste the girls mixed emotions, the fear, the anticipation, the growing arousal and lust inside her. She had Leo all to herself right now and she was going to play with her until she was satisfied . "Oh Leo... Don't worry... You will enjoy this." The succubus let slip a small tithe of mana into her crop, barely enough to make what she needed work. Pink fire alighted on the star and cast a gentle light about the room. The light cast stark shadows over Baisers grinning face as she raised her arm before bringing it down upon Leopard plump pale cheeks. " Desiderio."

*CRACK*

"Aaahhh!" Leopard let out a cry as she felt the crop smack her ass. She felt its magic burst against her and sweet heat spread out from the impact as that pink fire rippled over her.

*CRACK*

"NNnnnNNN..." Leo gasped and grit her teeth as another smack, another burst of pink, another rippling impact of pain that dissolved into pleasure as her girlfriend's magic washed through her. She could feel delicious heat begin to well up inside her. Could feel it all concentrate between her legs and in her belly. She knew about this power, this lustful attack Baiser had used on Azul. She never thought it would be used on her, or like this, but she could not deny that it made her feel good. "B-Baiser...Aaahhh..."

*CRACK*

"Oohhh...That's three, how much can you take my dear Leo... Lets find out together." Baiser lit her crop with another wisp of pink fire. Each strike was only imbued with a fraction of what she had used on Azul, but each strike added more fuel to the growing inferno inside Leopard. The succubus could taste it flowing off of her bound girlfriend, the lust, the need. The fear was long gone and replaced only with the anticipation for the next delicious strike. She looked down at the ever reddening cheeks on display for her. Each swat of her crop lay a fresh red star on the girls ass. It was as if she were tenderizing a meal before she dug in for dinner.

Baiser licked the drool from her lips as she anticipated how good Kiwi was going to taste. Her tail whipped and lashed behind herself as she brought her crop down in another inflamed strike.

*CRACK*

Wetness soaked through the silk of Kiwi's tiny black thong. She panted and whined as another strike landed across her cheeks. Her whole body felt like she was on fire, burning up from the heat inside her. Her mouth opened in a wanting moan as her pussy clenched with unfulfilled need. She wanted more, more. Each spank felt so good now. The pain was barely felt amongst the sea of pleasure given to her by Baiser's magical strikes. She wanted Baiser to touch her, to squeeze her, to reach between her legs and rip that damn thong off and touch her. "B-Baaaaiiiserrr... P-Pleeeeassseee..." She whined and arched her back. She turned her head to look back at the succubus with a flushed face and wine-red eyes clouded with lust.

The sight of Leopard in bondage, at her mercy and begging made a ripple of raw arousal shoot through her body. She let out a groan as locked eyes with her lust filled girlfriend. Her own face a mask of demented feral excitement as she brought her crop down in another flaming strike against Leopards ripe, red ass. "Yesss! Moan for me! Whine for me! Do you feel it Leo? Do you feel it burning up inside you? Ohhh your lust tastes so good! Give me more, more, more, more , more!" She drops her crop in her excitement and her hand erupts into pink fire as she brings it down, streaking like a comet to Leo's rear and spanking her with all her might.

*SPANK*

"AAAaahhhaaannnnn!" Leo let out a cry of pain and pleasure as her ass rippled from the power of that spank. The inferno of lust inside her exploded into a wildfire that left her insensate as she convulsed in her binding. Liquid lust squirted from between her legs as the already sodden fabric of her thong was inundated with a flood of Kiwi's juices. The pleasure of the strike sent her body quivering as an orgasm ripped through her. Her moans and gasps filled the air of the hideout as she rode through the magically imbued climax.

Baiser was nearly hyperventilating as she watched Leo orgasm from her spanking. She tasted the sweet echoes of her pleasure and tasted the overwhelming sweetness of her exploding lust. The succubus couldn't wait another second. She reached down and tore her low riding pants off entirely before all but flinging herself on top of Leo's still shaking body. With barely a thought she commanded the rope snake to fall and let go as she moved, letting her bare Leopard down to the bed with a shuddering gasp.

Leo can barely make sense of anything as she is shoved down to the bed and quickly rolled over onto her back. She looks up in a daze at her lover as her lips are taken once more. Baiser's tongue parts her lips and plunges forward to invade her mouth and claim it in an impassioned kiss.

The succubus was like a hungry animal as she all but devoured Leo's mouth and lips. Her tongue frantically explored every nook and cranny inside even her hands slipped up under Leopards green military coat to roughly grope and squeeze her breasts. Fingers found achingly hard nipples and curled around them, pinching and pulling on the sensitive nubs and making Leo whine into the kiss between hot and horny gasps. Baiser couldn't help herself. She was trapped in a frenzy of lust every bit as intense as the one roaring inside of Leopard. She wanted Leo, wanted to explore and claim every inch of her.

The kiss broke with a wet smack of lips and a tongue too long to be human. Baiser looked down at her lover, her golden eyes frantic, the star shaped pupils dilated all the way out to the edge of her gold irises. She panted and growled, her tail lashed with impatient energy as she pulled her hands up and out, popping the little buttons on her lover's coat and exposing pale skin to the air. Her eyes roamed over the exposed chest before her, over the big pillowy breasts and the trio of stars the same wine-red as her eyes that decorated her skin.

Leopard let out a mewling cry as she felt her coat be all but ripped open. She gulped, barely able to think through the pink haze of purely primal desire that filled her. Baiser was so aggressive, so dominant, completely in control. Her heart pounded in her chest as she looked up at her girlfriend in her sexual frenzy. The succubus looked so hot, so fucking sexy, she couldn't dream of denying her. Leo gave Baiser a lazy smile and raised her gloved hands to her breasts and squeezed them. "Your Leopard is waiting, she's all yours."

"All miiiiine..." It was all the signal she needed. Baiser leaned down and kissed Leopard's throat, her tongue licked the sweat-slicked skin as her lips sealed against her neck and sucked. Baisers mouth and tongue went to work, kissing, licking and biting over Leo's neck and throat, each time another bruise, another hickey left behind as a mark of Baiser's affection, of her claim on Leo's body.

"Hhaaaa... Oh Leo..." She purred and leaned down to kiss Leopard collarbone. "Every inch of you, every little bit. It's all mine."

"Yessss... All yours..." Leopard had never felt like this before, even back during their tryst in the alleyway she had not felt such intense motions before. The love for Utena, the lust for Baiser. She never thought she would enjoy being treated roughly but when it was Baiser doing it. It just made her shiver and shudder and turned her on so much it made her want to beg. Her hands reached down as if to hold onto Baiser's horns, but her hands were yanked back by the rope snake and pulled above her head as it attached itself to the bed's simple metal frame.

"Ahh ahhh... No no... You don't get to touch unless I say so." Baiser gave her a wicked smile full of fangs. "Be a good girl for me Leo, behave like a good girl and you will get such a reward." The succubus grinned and gave one of the girls breasts a kiss and a bite.

Leopard let out a horny little while as she tugged at the bindings. Baiser was teasing her relentlessly with her kisses and bites. She was so horny it hurt. She could feel how sopping wet she was between her own legs. Her thong was soaked through and dripping from just how aroused she was. The moment Baiser's fanged mouth started nipping and sucking at one of her breasts she let out a moan from deep in her chest, as her back arched. It was so unfair, but it felt so good at the same time.

The hungry succubus was loving every second of this. She was free to tease and play with Leopard's curvy little body as much as she wanted. At least until they had to get home anyway. She looked down at her girlfriend's chest and marvelled at how big and soft her breasts were. The other girl was shorter than her, but she was much more developed. Her breasts were round and soft, their size overfilled her hands and soft flesh bulged between her fingers in the most pleasant way as she squeezed them. Her lips found one of Leo's nipples and gave it a gentle kiss that made the girl's sensitive body shudder. It was so enjoyable to watch her reactions, to see how her body reacted to each touch, each kiss. She leaned down again and opened her mouth and her lips wrapped around that painfully hard nub. Her long tongue licked it and she tasted the spike in pleasure. Each and every time she made Leopard feel good, every spike in pleasure, every time she made her moan and whine a tithe of mana was pulled free from the girl only to be drunk down by her.

Leo couldn't help but arch her back as she felt Baiser suck on her nipple. It was so hard from all the teasing, all the magical arousal. Everything felt so sensitive and yet all she felt was a sea of sweet pleasure at the succubi's hands and mouth. She wanted so badly to reach down and run her hands through Baiser's dark hair, to hold her horns and do something, but all she could do was endure the endless sensation. "Ba-Baiiiser... I...I caaaan't... NNNnnnn... Aaahhhh..."

Baiser smiled as she listened to Leopard's whines and drawn out moans. She sucked harder at the tit in her mouth as she squeezed the other roughly, its ample flesh squeezing and bulging between her fingers as she played with it. She looked up at her girlfriend's flushed face and how desperate she looked. She could feel and taste how ripe she was for the plucking. She was so worked up, so full of lust that she was ready to pop. Baiser's tail whipped and reached between her own legs to feel the soaking heat of her own sex. A bone deep shiver ran up her body even at that light touch. She was in no better state than Leo was, she simply had the control to keep from going utterly mad with lust thanks to the nature of her magic. "Mmmm... Do you want more Leo. Do you want me to stop teasing you? Fufufufu... You look so cute when you're desperate."

"P-Pleeeeaaaaseee aaahhhnnn... Pleeaasee..."

"MMmmmm...Please what? Let me hear it. Be a good girl and tell me what you need."

"I...Aaannnn I haaaa...I need... I need to cuuuum... Please make me cuuumm..."

There it was, the sweet begging of a cute magical girl in heat. How could she say no to that?

Baiser smiled and gave Leo's nipple one last kiss before she began to move down her body. The succubus kissed her way down over Leopard's belly and slid her hands down the sides of the girl's hips. Once she slid between her girlfriends legs she saw just how wet she was. Leo's vulva was all but on display from how tightly her soaked thong was clinging to her. Baier's hands ran up and down those plump pale thighs to each side of her head and gave them an affectionate squeeze. She leaned in and could feel the other girls boiling lust as her delicate fingers neatly snipped the thin strings of that thong before she slowly peeled the soaking wet garment down until Leo's perfect little pussy was on display for her.

Baiser licked her lips as she drooled from the sight. Something about it made her heart pound like a hammer in her chest, and made her salivate almost uncontrollably. It took every ounce of self control to not simply dive forward and start eating her out. Baiser's fingers slid down and gently teased the puffy inflamed vulva in front of her, her thumbs slowly rubbing and pressing against the waiting flesh. She felt so hot to the touch, so unbearably aroused from all the play and magic.

Leopard's back arched at the touch and she let out a aching moan. Her thick thighs shuddered and shook in desperation as she felt Baiser tease her yet still. "Pleeeasssee... No mooore...NNnnnnhhh... I'm... I'm going to go crazy..."

The succubus couldn't help but smile as she leaned in and planted a kiss right on Leopard's clit. The nub of pleasure was so engorged and ready for her as it stood out clear from its hood. Her soft lips made contact and even that simple touch was enough to make Leo buck against her restraints. She had to wrap her arms around Leo's thighs to hold her steady as she leaned back down. It was time for the main course.

Leopard was not the only one to get attention. Baiser's tail curled down between her own legs and slid up and down between the lips of her own over aroused cunt. She shivered and let out a gasp as she directed her tail to move again. The spaded tip roughly shoved forward and slid along her nether lips in a desperate attempt to find the hole she so wanted filled. Baiser groaned and leaned in against Leo's sex and gave her a kiss as she tried again. This time her tail found the mark and let a vibrating groan pass from her mouth into her lover's cunt as her tail plunged inside the hot soaking hole between her legs.

The succubi's golden eyes crossed from the sudden rush of personal pleasure as that tail began to thrash in response to stimulation. It was all she could do to not simply scream and let her body work itself into an orgasmic mess. She leaned in and kissed Leo's pussy softly before opening her mouth and letting that obscene tongue lole out from her lips. She ducked her head down and gave her lover a long slow lick from bottom to top. She tasted Leo, tasted her juices, her liquid lust and her eyes nearly rolled up at the feedback that rushed off of the bound girl. The physical and metaphysical tastes mixed together in a nearly overwhelming chorus of flavors. As potent as it was, the succubus found that she liked it. She licked her lips and opened wide before descending into that cleft of delight once more. Her fingers spread her lover's lips wide and let her see her eager and needy hole. Her tongue gave Leo another long lick before the tip found that drooling entrance and slid inside.

Leo's eyes rolled as she bucked her hips from the sensation. She had fantasized about this moment. When Utena would go down on her, when she would make her feel like this. She couldn't contain her cries of ecstasy as Baiser's too long tongue found its way inside her and started to explore her depths. Her legs twitched and shook in Baiser's firm grasp. The urge to wrap her legs around the succubi's head was a powerful one as she felt those fingers rub her outer lips and tease her clit while that tongue moved inside her. The feeling of that tongue made her grit her teeth just to keep from howling. How far was it going to go? It felt like it just kept coming as Baiser licked and poked and teased her inner walls with it. Her tenderest of places was being devoured by the succubus that had all but stolen her heart.

Pleasure the likes that Baiser had never known flowed into her as she all but made out with Leo's lower lips. Empathetic ecstasy rippled through her with every movement of her tongue. The synesthetic flavors of the girl's feelings and emotions swirled together with the echoes of empathetic pleasure and spiked with the rich mana that flowed down to her from Leo sent her mind reeling. It was all she could do to hold onto her sanity as her mouth worked on its own. She was utterly entranced by it all as her tongue delved into every nook and cranny within Leo's cunt

A smirk made its way to Baiser lips as she sealed them to the pussy in front of her and gave it a long deep kiss that made Leo squirm and buck her hips. She could tell the girl was getting close. That instinct inside her could sense the impending climax and alongside it was her own. Her tail writhed inside herself, the dexterous little limb curled and twisted inside her slippery tunnel, stimulating her in ways no set of fingers ever could. Her own juices dripped freely onto the bed under her. Only in the furthest depths of her mind did she have the wherewithal to complain that she would have to wash the mattress at some point.

"MMMmmmmmm..."

"FFfffff... NNNnnnnnFuuuuuccck!" Leopard gasped and arched her back as she felt a vibration run through the tongue plumbing the depths of her pussy. The sensation nearly tipped her over the edge right then and there. It was too much to handle, it was all too much. Her legs rose up and wrapped around Baiser's head as her hips bucked and thighs squeezed around the now trapped succubus. If Baiser minded being trapped between two thick soft thighs she didn't show it as she simply kept licking and sucking on Leopard's horny, clenching pussy. For a brief moment, her eyes rolled down to look at the succubus between her legs and idly thought how pretty she looked with all those stars on her cheeks.

The finishing blow came at Baiser's leisure. Her tongue, that cursedly long and damn near prehensile thing wriggled inside of Leo before finding that spot inside her, the fun little button that made her squeal that night in the alley. The tip of her tongue danced around the little spot inside her before shoving into it with all its might and grinding up against it. There was no warning for what came next. Leopard screamed as she came against Baiser's tongue and mouth. Her thighs squeezed together as tightly as she could as her back arched. Her arms jerked and yanked on the binding rope so hard the metal bar it was attached too bent outwards from the sheer strength of the magical girl's pull..

Mana, delicious mana flowed like water. Rich and potent from a girl in mid orgasm. Baiser drank it down greedily as Leo's orgasm splashed against her mouth. The rush of phantasmal pleasure pushed her over the ecstatic edge and into the ocean of orgasmic pleasure. Her own hips jerked as her cunt quivered and clenched around the writing tail inside her. Love and lust poured out of Leo as she came, her emotions adding to the pleasure Baiser felt as she drank and drank. Both feminine juice and satiating mana filled her as the succubus was eager to drink every last drop her lover would provide for her. The burning core of magic inside her swelled as it was fed from a full tank of Kiwi juice.

When the ecstasy finally ended, both girls went limp and flopped into a pair of panting sweaty bodies. Leo's body flashed green and returned to normal with a soft pop. Baiser raised her head from under Kiwi's skirt and cast a sleepy and satisfied look up at the girl. She smirked at the disheveled way she looked as she lay there in a post orgasm daze.

It took several long minutes for Kiwi to pull her mind out of the mire that was her own orgasm wracked body."Haaaa haaaa haaaa... Holy... Holy ffffffuuuuck... That was... Even better than... last time... Mmmm... Wanna sleep now..." Kiwi mumbled as she panted, she was thoroughly drained of both physical and magical stamina..

Baiser on the other hand looked positively radiant as she crawled up Kiwi's body and wrapped her arms around the girl. She settled in to just lay there and snuggle with her lover in the post sex afterglow.

"Mmm... I'm glad to know you enjoyed it. Though I'm pretty sure I could tell from how tightly you were squeezing my head." The succubus giggled and dismissed her rope snake with an errant thought. Kiwi's arms went limp and fell to the bed, one conveniently fell in such a way as to go around the cuddling succubus. "You are so cute Kiwi. My adorable Leopard, you took everything I had to give and then some. I'm so pleased."

"Haaaaaa... I never thought I would get off from getting spanked. You got some magic hands girl. Mmmmm..." Kiwi closed her wine-red eyes and just enjoyed the snuggle.

"Mmmmm... Can we stay here tonight?"

"Hehehe... I don't think our mothers would not be too happy if we didn't come home." Baiser closed her eyes and was enveloped by a purple light before returning to normal herself. Utena blushed and nuzzled her way into the crook of Kiwi's neck before latching on and sucking. She sucked hard to the sweat stained skin for a moment before pulling back and examining the dark purple hickey she left behind. She let out a satisfied little sound before giving Kiwi a chaste kiss on the cheek. "We should get going, before they get worried."

"Uuuuggg... But i'm so tired... You really are a beast when you get going."

Utena blushed and gave Kiwi an embarrassed little smile. But she would be lying if she said she wasn't at least a little pleased with the state she left her girlfriend in.

"Love you, Utena..."

Utena's eyes widened and she blushed furiously.

"Gah... Buh... Wah... Mmm... I... I..."

Kiwi smirked and pulled Utena in. "I love teasing you. You can tell me when you work up the courage." She was more than satisfied right now. A declaration of love could wait for now.