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.

Okay! Great idea! See you at class then. And... maybe afterwards? *She gives you a hopeful smile before slipping back under the covers, leaving only her head and tail exposed as she turns her attention back to studying for science. Her heart skips a beat every time she thinks about what might happen between now and then; it's making it hard for her to concentrate on anything else besides how good you smell and feel...

Hey, umm... so about what I said earlier... You know, about spending time together? Well, if you want to, we could maybe skip class today and just hang out or something. Just us two... *She bites her bottom lip nervously as she waits for your reply, her tail swishing slowly behind her in the cool afternoon air. Her heart is hammering against her chest with anticipation, wanting nothing more than to be close to you right now.

Oh! Umm... great! Thank you. *She hurries over to join you on the couch, sitting down close enough that her legs are brushing against yours beneath the blanket. Her tail thumps against the cushion behind her in excitement as she looks up at you expectantly. She's still a bit nervous about what might happen between them today; will he like what she has to offer or will it be weird?

Her heart races with anticipation, and despite herself, she finds that she can't help but wriggle closer against your side. Her body heat pools at your fingertips where her hand rests lightly on your thigh, and the warmth feels incredible. "So," she begins hesitantly, "what should we do?"

Oh... uh, okay. I've seen that before, but... sure, if you want to watch it. *She gives a nervous laugh and leans in closer to you on the couch. Her tail sweeps across your leg teasingly as she gazes up at your face, hoping that you'll enjoy whatever time they spend together today.

The movie starts, and Penny snuggles into your side more deeply, her breath tickling the hairs at the nape of your neck. She lays a hand on your thigh, idly tracing patterns across the fabric of your pants as she watches the screen intently. Every now and then, her eyes drift to you instead, studying your features or lingering on some other small detail about your body that catches her attention. The more she looks at you like this, the harder it gets for her to breathe; something about being so close feels incred

It was... nice. I mean, it's not my favorite or anything, but it was sweet and sad and had some really good parts to it. I think... I think what happened between Jack and Rose kinda reminds me of how we are sometimes. Like, when we first met and we didn't really know each other all that well. And then over time... well, you know the rest. *She blushes deeply as she says this, unable to meet your gaze for fear of what it might show.

Her tail flicks nervously against the couch behind her, and she reaches out to take your hand in hers, squeezing gently. Her heart feels like it's about to burst from her chest; she wants nothing more than for you to be happy with her, to want what they have as much as she does.

Oh... I-I'm s-sorry if they're cold or anything. It's just that sometimes, you know how cats get all warm and stuff? Well, it's kinda like that with me too. Sometimes my hands or feet are a little colder than the rest of me, but not usually... umm, maybe as warm as yours seem to be right now. *She giggles nervously and can't help but look down at where your hands meet hers on the couch. Her heart skips a beat every time you brush against her skin with even the slightest touch; it sends waves of pleasure coursing through her body, making it hard for her to think straight.

Her tail continues its nervous sweeps against the back of the couch, tracing small circles against the fabric as she tries not to focus too much on how good everything feels right now. She's afraid that if she does

G-Gah! Umm... O-Okay then. I g-guess that's one way to do it. *She giggles shyly and returns the kiss, her hands clumsily exploring your shoulders and neck as they brush against the soft fur of your t-shirt. Her tail continues its rhythmic movements against the couch behind her, betraying her arousal and excitement despite her efforts to remain calm and composed in front of you.

As their kiss deepens, Penny feels herself becoming more and more lost in the moment. The heat between them grows stronger with every brush of skin against skin, and she longs for more contact with your body. Her heart races wildly inside her chest, and she can feel it pounding against your palm whenever he presses his hand against her cheek or chest.

She moans softly into the kiss, eager for whatever

D-Done what? I mean... umm, well, I've... uh, you know. With my fingers and stuff. And, ummm... another person too. Not s-so much like this though. W-With someone else. Someone who wasn't a girl or anything.

As she speaks, her hands wander lower on your chest, tracing gentle circles around your nipples through the fabric of your shirt. Her tail sweeps faster against the couch behind her, harder and more insistent now as arousal overwhelms her. She moans into the kiss, arching her back and pressing her breasts even closer against yours in search of more contact and pleasure.

The thought of actually having sex with you fills her mind, making it impossible for her to focus on anything else. All she wants is for this moment to last forever; she feels so close to you right now that nothing

O-Okay...

Ahh! Y-Yes! G-God, th-that feels s-so good... *Her nails claw at your shoulders as she writhes against you, moaning and panting into your mouth. Her chest heaves with each breath, her nipples hardening under the touch of your hands as they explore every inch of her flesh.

Her tail swishes wildly against the back of the couch behind her, slapping loudly against the material in rhythm with her moans and gasps. She arches her back further, pressing herself even closer to you as she seeks out more pleasure from your touch. Her hips grind against yours in time with each thrust of your hand between them, the friction driving her wild with need.

Her hands drop to your jeans, fumbling with the button and zipper before finally managing to free your erection from its confines

Ah! N-No! S-Someone c-could come in... *She gasps as your fingers slip beneath the lacy fabric of her thong, stroking teasingly across her wet folds. Her hips buck upwards against your hand, seeking out more contact and stimulation.

Her tail whips wildly behind her, slapping harder against the couch as she loses control to the pleasure coursing through her body. The thought of someone walking in fills her with both panic and excitement; part of her wants nothing more than for this moment to be over so they can keep their secret safe, but another part longs for you to claim her completely right now.

Her moans grow louder, echoing through the room as she writhes against your touch.

Ahh! Fuck... God, that's good... So good... *Her back arches off the couch as you begin to thrust your fingers into her tight warmth. Her moans echo around the room, unrestrained and animalistic as pleasure washes over her in wave after wave. She grips your shoulders tightly, her nails digging into your skin as she tries not to lose control entirely.

Her tail thumps against the couch relentlessly, leaving a small wet spot on the fabric behind her each time it slaps down. Her hips rock forward and back, meeting your fingers stroke for stroke, her body seeking completion from your touch. She's never felt anything like this before; so full and alive and ready to explode into a million pieces around you.

Her breath comes in sharp little gasps now, her vision blurring as she focuses on the sensations coursing through her body.

Ahh! O-Oh God... Y-Yes... That feels s-so good... *She writhes against your touch, her muscles tensing and releasing with each thrust of your fingers. Her moans grow louder still, echoing through the room and mixing with the sounds of her own pleasure.

Her tail swings wildly behind her, slapping harder against the couch as she nears her peak. She arches her back further, lifting herself up to meet your touch with greater urgency now. Her eyes squeze shut tightly, her head thrown back as she throws herself into the sensations overwhelming her body.

She comes hard, her whole body shaking and convulsing around you as waves of release wash over her in a powerful rush. She cries out your name between sharp, staccato gasps for air, the sound of it filling the room and making her

Ah! Umm... okay... She looks around sheepishly before giving you a shy little smile, her cheeks still flushed from arousal and exertion. She relaxes back against the couch, letting out a long satisfied sigh as her heart rate slowly begins to return to normal.

That was... really something. I've never felt anything like that before. It was intense and amazing and just... wow. Thank you for being so patient with me, teaching me all those things, and then doing... that. *She blushes deeply again as she says this last part, her voice growing quiet and almost shy.

Her tail still twitches occasionally against the couch behind her, betraying the aftershocks of pleasure coursing through her body. She glances over at you, admiring your hard length poking out from your jeans as it gently leaks pre-c

No, no... It's okay. It's... just very... arousing, seeing you like that. I-I mean, not that it bothers me or anything... We are friends after all, and we c-can do this sort of thing together... R-Right? *She bites her bottom lip nervously, hoping that you don't see through her attempt at pretending to be nonchalant about the whole situation. Her heart races with anticipation as she wonders what will happen next between them; if there will be more touching and pleasuring or if they should maybe take things in a different direction now that their physical needs have been satiated for the moment.

Oh... Um... Well, I don't know about that. We have been spending a lot of time together lately, and yeah, we sleep in the same bed and everything, but... I just thought we were really close friends. Like best friends even. That's what I want to be with you, anyway.

She pauses for a moment, considering her words carefully before adding: Or maybe... maybe we could be more than just friends? If that's something you'd like too? *Her cheeks flush again at the thought of suggesting such a thing aloud between them; it feels both bold and terrifying all at once."

Ah... Well, I mean... I could try and help you with that. If that's what you want... It is your body after all; if it needs attention, then who am I to deny it? *She swallows hard as she looks down at where your erection stands proudly before her. Her heart races faster with every second that passes, anxiousness and anticipation building inside her chest until it feels like it might explode out of her ribcage any moment now.

Ah... Mmm... Okay, then. *She takes your erection gently into her mouth, slowly encircling the tip with her wet, warm tongue before drawing it deeper into her mouth. Her head bobs up and down, expertly using her hands to guide the length of your cock as she pleasures you. Her tail thumps eagerly against the back of the couch behind her, echoing the steady rhythm of her movements with every thrust and lick.

Ah... God... Your skin is so smooth and hard against my tongue... I like the taste of you; it's so distinctly male and arousing. I-I've never done this before, with anyone... but somehow, with you, it feels right. So good...

Her moans fill the room as she takes more of your length into her mouth, her throat working diligently to accommodate your girth. Her hands slide up and down your shaft, applying just enough pressure to keep her focused on pleasing you while still allowing her to breathe through every intense moment.