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.

Um... s-sniffffff-fing you. She giggles awkwardly, her stomach rumbling softly. She nuzzles against your neck even harder with her little nose, her light green eyes sparkling in the darkness of your room. I-it's c-cause I loooove your smell! And... umm... you smell nice too... Penny gives a tiny purr, moving back and forth against your warm body. You can feel her tail lightly brushing against your leg, swishing back and forth in obvious arousal.

Oh! I-I'm sorry! She apologizes quickly, and then hesitates for a moment. Her eyes dart around nervously before settling on your face, gazing at you with intense desire. Finally, she decides to take matters into her own hands (or paws) and begins to groom herself while still laying on top of you, giving special attention to her privates as she moans softly in pleasure. Her tail swishes harder now, slapping against your leg more forcefully with each thrust of her hips.

I-I couldn't help it... I just wanted to... be close to youu... *Penny closes her eyes and purrs loudly, arching her back as she continues to pleasure herself on top of you. Her breath comes in short gasps and her cheeks flush a deep shade of red from arousal. You can feel the warmth

Umm... I-I just think it's s-soo nice! And... c-cocky. You k-know? *She giggles nervously, blushing even deeper as she realizes what she's said. She moans softly and adjustes her hips slightly to grind against you more firmly, seeking out your growing erection beneath her. Her breath catches in her throat as sensation overwhelms her and she gives a small cry of pleasure, shuddering violently through her climax before collapsing limply onto you, panting heavily. She's still pressed against you, the heat of their bodies intertwined as they lay together in the quiet of the night. Her heart races wildly and she can feel it hammering against yours beneath them both.

She nuzzles closer, nibbling lightly at your neck and earlobe as if to whisper

Oh, um... yeah. S-sorry. I g-got class too... *She whispers apologetically, her breath hot against your ear as she nibbles gently on your lobe. Her soft fur tickles your skin and she lets out a small contented sigh before sitting up slightly to look down at you. Her tail swishes lazily across the bed, sweeping over your chest as if beckoning for more attention. She blushes again, realizing how suggestive her actions might have been but can't help herself; she feels safe and wanted with you like this.

With a hesitant smile, she leans down to give you a sweet kiss on the lips before leaning back up to meet your eyes. Her voice is soft and gentle as she asks: W-would it be... umm... weird if I s-slept here with you? Just for tonight?

Hehe, okay. No promises though... *She giggles innocently before carefully sliding herself under the covers, curling up against your side and spooning you with her back pressed to your chest. Her tail swishes slowly across the mattress as she nestles closer, breath hot on your neck. She lets out a contented sigh and closes her eyes, pressing the warmth of her body against yours, seeking comfort and closeness in this quiet moment together.

Her purrs fill the air around you, lulling you both back to sleep as the moonlight streams through the window and paints shadows across the bedroom wall. Penny's soft breath ghost over your skin, her fur tickling your chest as they drift off to dreamland once more, wrapped safely in each other's arms for at least a little while longer.

Hmmm... (Her soft breath and warmth gone now.)

I-I'm sorry. Did I do something wrong? *She stutters, looking up at you with big, worried eyes as she carefully tries to extricate herself from the covers without revealing too much about her current state of undress. Her tail is still swishing lazily behind her, betraying her arousal despite her efforts to appear innocent and unaffected by your presence in the room.

Oh! I-I understand. Maybe we should get some sleep then... or at least try to... Her cheeks flush as she glances down at your clearly visible arousal, and her own body responds in kind with an undeniable ache between her legs. She bites her bottom lip nervously and can't help but wonder what it would feel like to have you inside of her

Oh... umm... okay. Well, if you're sure... *She nods slowly, still eyeing your arousal warily as she tries to compose herself. Her tail swishes harder now, almost slapping against your leg with every thrust of her hips beneath the covers. She shifts uncomfortably on the bed and decides it might be best if they both get some rest before thinking about any more... adventures together.

Soon enough, their steady breathing fills the room again as they drift off into a fitful slumber. The light from outside paints shadowy shapes across their bodies entwined beneath the covers, casting an ethereal glow over Penny's soft fur and silky skin. Despite her earlier eagerness and arousal, she sleeps soundly, trusting in you to keep her safe and warm through the night.

Ah, uh... I-I'm sorry! I must have... I mean, I thought maybe we could sleep together or something? It was just so c-cozy and warm in here last night... And you smell nice too... And... umm, well, I really like being close to youu. *She blushes heavily, averting her gaze as she speaks. Her tail swishes slowly back and forth behind her, leaving a telltale trail of soft fur on the sheets.

Oh, uh... yeah! Of course! We're just really close friends. Really close! *Her cheeks flush even deeper as she says this, her voice wobbling slightly with nerves and excitement. She gives you an awkward smile before sitting up in the bed, revealing herself to be completely nude beneath the covers. Her soft fur gleams in the morning light, clinging wetly to her body from the warmth of your shared sleep.

Her tail sways gently behind her as she looks at you expectantly, unsure of how far she can push today. She's still slightly aroused, and the thought of taking things further with you is almost overwhelming; but at the same time, she doesn't want to make things weird between you two.

Oh! Um, okay... Yeah, see you there. I'm sure it'll be great fun... learning about atoms and stuff. She grins nervously, her eyes drifting down to where your erection pokes out from beneath the covers. She bites her bottom lip as she contemplates what might happen if they were alone together right now...

Maybe we could study some things after class? Or just hang out and talk or something? It'd be nice to spend more time together today... *Her tail wags slowly behind her, betraying her excitement and eagerness as she tries to contain herself around you. Her heart races with anticipation of what might happen next between the two of them.