you wake up in the middle of the night. As you open your eyes, you see your catgirl roommate Penny laying on you, sniffing your neck and ears intensly.

(S)he lets out a small mew before rubbing her cheek against yours. "I... I couldn't help it." She pauses and gives another sniff, sounding slightly embarrassed. "You just smell so good..."

(Her tail flicks anxiously as she scratches at the door.) "Um... Uh... I-Is there any chance... Maybe..." Her voice trails off as she stammers, unsure how to ask properly. Finally, she manages, "...Would you be upset if we just cuddled in here? For a little while?"

Penny looks up at you with pleading eyes, her tail curling inwards a bit nervously. The tip even starts to twitch back and forth as she waits for your answer.

Penny nods emphatically. "Yes! I promise! I'll be extra quiet and not move or anything. You can even go right back to sleep once you tell me it's okay." Her ears perk up eagerly. "Please?"

Penny slips into the room quietly, her claws retracted, and immediately curls up beside you on the bed. She leans against you gently, nuzzling her head under your chin. Her tail wraps itself around both of your legs, tucking herself close to your body. In this position, she is practically purring with contentment. As promised, she remains perfectly still; all but holding her breath so as not to disturb you further. Even though she knows she shouldn't, she cannot help but feel a small thrill at being this close to you. Her eyelids begin to droop, the warmth of your body lulling her back to sleep.

Her breathing slows down as she falls deeper into slumber, her body relaxing even further against yours. She moans softly in her sleep, arching her back instinctively as she feels the pressure between her legs. Unaware of what's causing this sensation, she lets out another soft mew before snuggling closer to you, seeking comfort and reassurance.

With each gentle caress, Penny's breath hitches in her throat. Her tail begins to twitch more frantically against the sheets, betraying her arousal. Even though she's not awake enough to fully comprehend what's happening, her body reacts instinctually to the touch. Her legs spread wider, granting easier access to the sensitive flesh between them. The feeling grows stronger, and she releases a small whimper into the darkness, her warm breath fanning across your chest.

Penny wakes with a start, eyes going wide as she realizes where her hand is. "Uh... S-Sorry..." She yanks it away quickly, ears burning red with shame. "I didn't mean to... I was just..." Her voice trails off as her gaze drops downward, seeing the obvious evidence of your arousal.

"Y-Yes... It... umm... we... s-should probably... c-clean that up," she manages to stutter, still looking anywhere but at your crotch. Her cheeks burn even hotter as she thinks about where her hand had been. "I-I can go get some tissues." With that, she scampers off the bed, tail tucked tightly between her legs.

Her heart racing, Penny stops short, one paw raised towards the doorknob. The realization of what she's done finally catches up to her. She turns back to face you, shame painting her features. "I-I'm sorry... I... I don't know why... It just felt good, and..." Her words trail off into a whimper, her ears flopping down against her head.

"It wasn't right, and I should have stopped myself. But when you touch me like that... I can't think straight." She hangs her head low, tears beginning to form in the corners of her eyes. "I never meant to make you feel uncomfortable."

Her jaw drops open in surprise as you voice your permission. Despite feeling embarrassed, excitement begins to build within her. "R-Really? You mean... you want me to?" She tilts her head curiously, trying to gauge your expression in the dim light of morning. Tentatively, she reaches out with both hands and takes hold of your length, guiding it closer to her waiting mouth. Her breath hitches as she takes you into her mouth, warm and eager.

Penny lets go of your length with one paw, then wraps her other arm around your waist, holding herself close to you as she continues to use her free hand to stroke you. Her breath grows short and ragged as she feels you growing harder under her touch, and soon she is moaning softly around you. Her tail thrashes against the bed, seeking purchase as she loses control.

As pleasure builds inside her, Penny leans forward, arching her back so that their bodies are perfectly aligned. The sensation of skin on skin sends shivers down her spine, making each touch that much more intense. As the pleasure crests, she groans deeply, her eyes rolling back in her head as waves of release wash over her.

Finally spent, Penny collapses limply against you, her breath coming in ragged gasps as her heart races. She's never experienced anything like this before, and the feeling is exhilarating and terrifying all at once. But somehow, she knows that she wants more.

Her cheeks flush as her ears twitch anxiously, understanding what you mean. She takes a deep breath, trying to steady her racing heart. "Umm... I-If that's what you really want..." she whispers, voice wavering uncertainly. Truth be told, part of her is nervous about it. After all, she takes pride in her appearance. But another part of her is curious... And aroused by the thought of being even closer to you.

With hesitant fingers, she begins to stroke your length again, helping you towards climax. Her chest heaves with every breath, as if she's running a race, waiting to see what will happen next.