Author Note: This is a AU world were the SWAT Kats exist and Steele is the Commander of the Enfrocers and Feral is the Secretary for Callie Briggs. This was Beta-Read by Ulyferal. Thanks a lot!

Night had fallen in Megakat city. The moon rose high with stars twinkling brightly in the cloudless sky. Down below, the city itself shone almost as brightly though in a more muted fashion. While some Katizens were home with family or friends or just alone, relaxing and winding down for the evening, others were checking out the nightlife, hanging out and enjoying being with friends or loved ones.

Ulinda Feral's evening had started at home where she'd planned to stay in but her friends had other plans and pulled her out for her own good, saying she wasn't going to stay in another night or work overtime for the city yet again.

"You're going clubbing with us!" One said gaily as they dragged their reluctant friend out into the night.

Ulinda sighed and allowed herself to be taken out. She was a tall she-kat about five nine with dark brown fur, long raven colored hair and eyes the color of gold. She had a curvy body that attracted many looks from males as they passed by. She never noticed and if it had was pointed out to her that so many males thought she was hot, she would blush and shy away.

Her friends had made her dress up in a dark blue sleeveless shirt and paired it with a short jean skirt, which she hated. It had the tendency to ride up every time she sat down. Her hair was done up in a French braid that was folded up in a bun at her neck. Some stray locks of hair fell out and now curved around her face.

They were presently sitting at a corner table at their favorite club. They chatted and drank lightly as they looked around and watched the dancing. About an hour later, a couple of toms took an interest in them and moseyed over to their table. They flirted and chatted them up but no one took the offer. Ulinda, in particular, wouldn't even look at them, making the poor toms thought she was stuck up. After they wandered off disappointed, her friends lit into her.

"Ulinda!" Ashley sighed in annoyance. She was a pretty cream colored, Balinese.

"What? I didn't do anything!" Ulinda said in confusion.

"Exactly!" Nancy said exasperated. She was a solid black with grey striping and had known Ulinda for some time.

"So? I just…what?" Ulinda tried to ask but was cutoff by her grey Persian friend, Rhea.

"Ulinda, you're so scared of toms, you make all kinds of excuses to avoid meeting them; like working late at work or having housework to do, or errands that you have to do, etc. Before you know it, you'll be old and alone, wondering what to do with yourself when you retire." Rhea sighed, shaking her head.

"Yeah, gal, you can't be a whole person if you don't mix and mingle. Being single is fine, but being alone isn't. You miss out on so much by mewing yourself up in that job of yours and hiding in your apartment." Ashley said in concern, picking her glass up and taking a drink.

"Ohh, but I do try!" Ulinda objected.

"Oh sure.....a casual hello to the males that drop by your office. Honey, there's more to life ya know then just being the secretary of Deputy Mayor Briggs." Nancy said wanting her friend to get out more and have some fun.

"I know.....but....well..I want to wait until......" Their friend blushed and looked away.

"When the time is right. Yeah we know." Rhea said, finishing her friend's sentence while rolling her eyes.

The dark furred she-kat sighed and stared down at the table and sipped her drink. She knew they were just trying to be good friends but she hated the fact they were right. She had to stop using her job as an excuse for meeting others.

However, there was a secret she kept to herself. She had met a male she was very attracted to but he was the SWAT Kat known as T-Bone and her chances of getting personal with the hunky tom were practically nil.

The first time she'd met the pair, it was the burly, sandy colored tiger tom that had caught her eye. Just seeing his muscles strain against his G-suit had sent waves of heat through her.

But every time she saw him, she couldn't open her mouth to at least let him know she was interested in him. She was left just mooning over him endlessly. Besides, she suspected there was some kind of relationship going on between Calico Briggs and the pair already. She couldn't count the number of times she'd gone to the Deputy Mayor's door and heard certain noises coming through it.

She didn't blame the toms or Briggs for whatever was going on between them. Calico Briggs was an attractive she-kat that knew it and knew how to use those assets to her benefit. The SWAT Kats found her not only attractive, but smart and clever especially when it came to handling the enforcers and their leader, Commander Steele. She, on the other paw, was invisible to them, a wall flower who never spoke.

Sighing in defeat, Dena excused herself from her friends, wanting to get away for a bit. She headed for the restrooms at the rear of the club away from the music and dancing that was going on. She pushed through the restroom door letting it swing closed behind her. Unlike some places she'd been, this club had invested in some kind of sound proofing for their restroom so when the door closed, a lot of the sound from the heart of the club was blocked out.

It was a relief to get away from the noise as she went before the long mirror and fixed her skirt by tugging it down as far as she could.

Letting the peace wash over her, she primped a bit before resigning herself to returning to her friends. As she left the restroom she nearly ran into the two toms who had been flirting with her. The pair was leaning against the wall indolently and partly blocking the way back into the club proper.

Frowning at them, she began to feel uneasy. "Uh, is there some reason you are blocking the doorway?" She asked, lightly.

"Oh, we we're just waiting for you. We wanted to ask if you would like to hang out with us tonight." The auburn colored tom asked, his blue eyes giving her a once over.

"Well, thank you but no, sorry. It's a female night out and I don't want to just up and leave my friends." Ulinda said politely, her body tensing when the pair began to move toward her with a purpose.

"Aw, come on. It'll be fun." The auburn tom wheedled, reaching out to grab her arm and pull her close. His friend, a copper colored tom, came in on her other side boxing her in.

That's when Ulinda reacted. Pulling her arm away from the auburn tom, she struck him in the jaw with a well placed palm that shot his head up and sent him stumbling against the wall, hitting it hard enough to fall to his butt on the floor. His other friend hissed angrily and went to his friend's side to help him up.

The auburn tom snarled and shoved his friend away as he rubbed his jaw and climbed angrily to his feet. There was some blood on his mouth from having bitten his cheek.

"Bitch!" He hissed furiously, lunging at her.

He got a hold of her arms and shoved her back against the hallway wall, pressing his body close. She tried to kick him but he had firmly moved between her legs.

Ulinda quickly looked around for help but there was no one close enough to see what was going on. The small hallway was hidden well and unless someone was coming to use the bathroom no one would see them much less hear her cries over the loud music.

The auburn tom now raised her arms over her head using one paw to keep them there while he used his free paw to fondle one of her breasts.

She moaned in fright. "No, let me go!" She cried out but he ignored her. 'This can't be happening! It can't.' She thought in despair.

Suddenly a deep, gruff voice interrupted the pair. It was coming from the entry leading into the hall.

"If you value your miserable lives, you'd better let go of her immediately and apologize!"

Ulinda's eyes widened as she recognized that voice. She turned her head toward it.

Both toms jerked their heads in that direction too. Standing there menacingly, was T-Bone. A huge scowl was on his face showing fang and his arms were crossed over his massive chest. There was no mistaking how angry he was as he fairly vibrated with it. Though his eyes were hidden, they had no doubt they would be flashing with fury.

Instantly, the auburn tom released Ulinda and backed away with his paws raised, his friend right beside him doing the same.

"We don't want trouble! We're sorry!" The auburn said nervously.

"Yeah, we're sorry!" The copper colored male said shakily.

Both males were backing up as fast as they could then turned at the end of the hall and shoved their way through the emergency exit at a run, like scared rabbits. A brief gust of cool air came in as the door slowly closed behind their escaping forms.

Ulinda sagged against the wall, her legs shaking like jelly and her heart pounding a rapid tattoo. She had never had something like this happen before and she was still badly shaken by it.

"You okay?" T-Bone asked, remaining where he was, unsure how she would react to his touch.

"Yes, I think so. Um…thank you for saving me." Ulinda said turning to thank him.

T-Bone grinned and shrugged, "Hey, its what we heroes do." He cocked his head and studied her more closely. "I've seen you before. Don't you work for Ms. Briggs?" He asked.

Sighing mentally, Ulinda looked down when she answered. "Yes. My names Ulinda."

T-Bone walked down the hall till he was standing in front of her, " I thought it was you!" He said, his voice going dark and husky.

Surprised Ulinda looked up and saw the intent look on the tom's face. It was disconcerting not being able to see his eyes. He was so close, she could feel the heat coming of his powerful frame.

She blushed and felt her pulse speed up. T-Bone moved slowly raising a paw to gently caress her arm nearest to him in a soothing motion. She swallowed nervously and tried to relax but it was a losing battle with him so close.

"T-Bone?" She questioned uncertainly.

"Are you sure you're okay?" He whispered softly moving his face closer.

"Uhm yes...I...ohhh" She gasped as he leaned close enough to nuzzle her face with his. 'Oh this can't be happening.' Ulinda thought deliriously. It was what she had always dreamed of.

Pleased with her response T-Bone had placed one paw against the wall beside her head while the other slowly pushed behind her back and pulled her to him gently. Now having her in a better position he began to stroke her back in long caresses. Meanwhile he licked her neck drawing a mew from her.

She was totally mesmerized by his touches and when she thought it couldn't get any better he allowed his paw on her back to drift down to the base of her tail and dig lightly with his claws making her gasp and moan her tail brushing out. She couldn't recall ever being this heated before.

Scenting her enjoyment of what he was doing, T-Bone grinned and began to get more intimate with her. It was then she realized something and jerked away from him.

"No! Stop, please." She said blushing in embarrassment.

He instantly released her while watching her in surprise and disappointment.

"What's wrong? I know you've been wanting this for awhile, so why did you stop?" T-Bone asked curious.

Ulinda's eyes widened in shock and embarrassment. "What? How would you know?"

"It wasn't that hard for me to see." T-Bone said easily as he moved close again.

"No!" Ulinda said crossing her arms over her chest and stepping back. She was horrified that her feelings had apparently been so blatant that he had seen it. She felt totally humiliated.

"Hey, it's alright. I think you're cute and I've wanted to pursue this for some time myself." He said with a shrug and a bit of an embarrassed blush.

"But how did you know? I never tried to get your attention or hang on you..." Ulinda objected.

"Oh you weren't obvious that's true but there were a lot of little clues I just couldn't miss." He chucked softly. "One I thought so endearing was when you would glance my way then turn away and blush every time I was around you." He murmured coming closer again and gently touching her face with a finger caressing her cheek.

She shivered at the touch but was still uncertain about him. "But I thought you, Callie and Razor were in a relationship. From the way the three of you acted around each other." Ulinda said warily.

T-Bone nodded, "Yes, that's true."

Shocked and angry Ulinda slapped his paw away. Her eyes flashed fire infuriated with him.

T-Bone backed off and stared at her. He was a bit stunned by her behavior. As her eyes flared in anger he couldn't help a thrill of fire rushing up his spine. There was just something about this she-kat that had made him give her more than a second look. He wanted her even more after seeing that fire in her beautiful golden eyes.

Unknown to her, he had been watching her ever since meeting her when Dr. Viper attempted to turn Megakat City into a swamp. She had been standing behind Callie as they listened to Dr. Konway explaining what to do to end the danger. He had come closer and accidentally brushed against her. She had gasped and drew quickly away from him. It was then he had actually took note of her. She had been wearing nothing more than a nightshirt and a simple pair of pj bottoms since she'd been rousted from bed by the threat.

He could see that she was uncomfortable being there but stayed nevertheless. Watching her out of the corner of his eye, he found he really liked what he saw and was surprised to feel unaccountably attracted to her. Since that time he started watching her more closely. He discovered she was very shy and tried her best to not bring any attention to herself. She ignored the looks she got from all the males she passed in her day who were constantly ogling her.

He found himself getting jealous on those occasions when her attention was given to this male or that for whatever reason and not to him when he and Razor saved the city. But it was when she would give him those furtive glances and her face would flush nervously with heat that truly got his attention and sent zings of heat in his body as well.

Whenever he and Razor were visiting Callie in her office, Ulinda would stay back or excuse herself quickly. Callie's flirting seemed to make her back off no matter how she might feel about him. It was this constant flirting by the Deputy Mayor that had lead Ulinda to think there was something more between the three of them.

He wouldn't lie to her. He and Briggs did indeed bed each other but that was only to relieve stress. A simple fling, nothing more. But somehow T-Bone knew that anything he did with Ulinda wouldn't be a fling. He felt a much deeper attraction to her that was anything but simple. Now if only he could make her see his actions were not meant to hurt her or be a simple roll in the hay.

"Let me explain." T-Bone said urgently, trying to salvage the situation.

"No thanks! I know what you want now and you're not getting it from me! I'm not like those other she-kats out there who would gladly be with you. I have some respect for myself. I'm not some hussy that will come between another she-kat an her tom." She hissed angrily and tried to walk past him. But he couldn't just let her leave him like this so he stepped in front of her preventing her from leaving.

"No, you will listen and if you're still have the same mind, I'll step out of your way...but you will listen to me now." T-Bone said firmly.

She blinked at him in surprise. He was very serious. Frowning, she stopped a short distance from him and waited.

"Alright. Talk."

"What's between me and Calico Briggs is no more than simple stress relief. Neither she nor I have an emotional hold over the other. She doesn't want me that way and neither do I. The only she-kat I've wanted for some time is you. I've watched you. I like what I see and you've had my heart from the first moment I laid eyes on you. With you I know it won't be a simple fling.....ever." He said his voice husky and dark once more by the time he finished speaking.

Ulinda was silent for a long moment staring at him speechless. He'd wanted her all this time...her, not Briggs. She was completely stunned. She stared at him with new eyes. From what she knew of him, he wasn't the type to lie or hurt others. It just wasn't in his moral code to do that. He was a big flirt and did like to tease the she-kats but she didn't get a sense of a tom who would just love and leave them. It just didn't seem like something he would do. That meant.......

Seeing her softening toward him, T-Bone dared to close the distance between them again.

"So what's the verdict, Ulinda?" He breathed her name against her face.

She shivered and turned her face toward his and licked his mouth. Groaning, he wrapped his arms around her waist and hustled them into the female's bathroom and into a stall.

As they kissed passionately T-Bone pulled her arms around his neck then grabbed her hips and pulled upward. She got the message and raised her legs until she was wrapped completely around his waist locking them together. This brought her hot center against his gradually hardening cock. It felt incredible. He pressed her back against the stall to give them more support.

As their kissing got more intense T-Bone's tongue tapped her lips seeking entry with a groan she opened her mouth and a heated duel commenced. As their tongues dueled for control, T-Bone freed a paw to slip under her shirt moving all the way up till it pushed her bra up and out of the way.

The touch itself and the kiss had sent a flash of heat down to her sex. She was becoming wet and her clitoris started to throb. T-Bone's nose picked up her increased arousal which had him smiling inside. He pulled her shirt and bra up and out of the way.

Ulinda's eyes closed as she felt the cool air touch her exposed breasts. T-Bone broke the kiss to lean down and take one of her nipples into his mouth and began to suck on it lightly. Ulinda mewed at the sensation of pleasure going through her. His tongue then swirl around the nipple on up to the tip. He let go of it to blow air on it hardening it even more then he began licking and flicking it once more with his tongue.

"Oh yes, T-Bone..." Ulinda moaned, encouraging him as the pleasure he was causing her wrapped around her in a glorious wave of heat.

T-Bone paused to look up into her face and saw her eyes were closed and her face flushed as she panted heavily. Grinning wickedly, he reached down and pulled up her short skirt. He pushed his fingers into her panties.

Ulinda cried out as T-Bone finger slipped to her wet soft folds and began stroking them but held off touching her clitoris making her cry out and rock her hips to have him touch that one part of her. Her paws grabbed the top of the stall to hold her in place.

Seeing this T-Bone was able to remove his other arm and continue fondling her breasts while his other paw drove her crazy touching her wet heat. As he kneaded her nipple between his fingers with one paw his other one was now stroking clitoris making her buck and cry out. He matched his tempo on her breasts with the one at her clitoris making Ulinda pant harder as her arousal grew. Knowing she wasn't about to be let go soon, Uli moved one of her arms from the stall down to between her and T-Bone. Her paw quickly found T-Bone's own arousal.

He gasped at her touch as she began to stroke him in earnest through his G-suit making him growl. He couldn't help but thrust against her paw wanting more than anything for her to actually touch him. Unable to stand it any longer he finally pulled his paw from her breast to pull his zipper down until he could release his aching cock.

She was so ready for him that he pulled her underwear aside and placed himself at her dripping entrance. She gasped and returned both her paws to the top of the stall and groaned as he entered her welcome heat.

They groaned in unison as he thrust forward in one swift movement. T-Bone groaned at the tight, hot feel of her around him. Ulinda meowed at the feeling of his thick member filling her to her limit.

Neither of them moved for a moment, savoring this moment of union then T-Bone drew is hips back pulling his member only half way out before thrusting back in. Ulinda mewed again as jolts of pleasure surged through the both of them. T-Bone repeated his actions again and again picking up speed and strength till he had a steady rhythm going. He could feel Ulinda's inner walls becoming tighter and tighter around him signaling her oncoming climax.

Ulinda could feel T-Bone's cock swelling larger inside her. Panting, she let go of the stall and wrapped her arms around his neck and digging her claws into his back. T-Bone growled with heat at the feel of her claws it made him even more hot. He could feel her growing more and more tight around him, it was nearly unbearable but he tried to hold on as he wanted her to come first.

When she spammed he finally let go and they both tumbled over the edge, screaming their climaxes. Her inner muscles continued to squeeze him as her climax throbbed through her. He thrust a few more times causing them to go off yet again, his seed filling her womb.

Finally, they went still, heaving for breath. T-Bone's legs were trembling and it was only because they were leaning against the stall wall that he was still on his feet. When he could move again he gently withdrew from her warm heat. She groaned at the loss of him, leaving her feeling empty. Her legs fell limply to the floor but her arms continued to hold onto him.

He took that moment while they recovered to look at her. Her body was covered in sweat and the scent of sex. Her shirt and bra were pushed up and hung around her neck, showing off her pert breasts still swollen from the sex and her skirt was bunched around her waist leaving her long legs exposed. Her eyes were glazed with the afterglow of great sex. Her face was flushed with a becoming rosy hue he found beautiful.

Seeing her like this sent a surge of renewed heat through him, his cock sprang back up ready to go again. He nuzzled her face then gently made her turn around. Knowing what T-Bone wanted and finding she wanted it too, she flipped her tail up and pushed her hips back toward him wantonly.

He groaned at the image and wasted no time thrusting home again. Holding her hips he began a fast rhythm while she held on to the stall again. He was pleased she didn't ask him to slow down or be gentle. He was a little surprised she liked it rough. This pleased him and he went harder and deeper each time.

Ulinda mewed and panted thoroughly enjoying the ride. She hiked up on her toes to allow T-Bone to go even deeper. It was wonderful. The ride this time was faster and hotter. They raced to another climax. T-Bone grunted as he felt Ulinda tighten around him. She felt him swell larger signaling his climax as well. Tingles rushed up her legs and through her body as she screamed and spammed around him, he thrust one more time and roared as he came and filled her once more.

He leaned over her sweaty form as he caught his breath. Still rather breathless, Ulinda glanced over her shoulder at him. He grinned at her and leaned forward to give her a warm kiss.

Moments later, he broke it off and gave her a shy grin. She returned it with one of her own.

"I think we need to take this to a bit more private place don't you think?" T-Bone asked huskily.

Ulinda glanced down a moment before looking back at him again. "This was great and all but...well we shouldn't rush into anything. It's a lot to take in for me right now."

"I understand. I'm willing to take it as slow as you need, Ulinda. But I'm not about to let you go without seeing where this attraction will take us. Deal?" T-Bone asked softly as he stepped back from her.

She smiled warmly at him, already beginning to like him for being so understanding. "Sure, it's a deal. How about a shower and a meal?"

He gave her a wide grin. "I like that, let's clean up a bit and get out of here."

"First I have to let my friends know I'm leaving then we go." Ulinda laughed.

"Oh, yeah, good idea." T-Bone said with a blush. He was just in such a hurry to be alone with her he'd forgotten she probably wasn't here alone. "I'll wait for you outside, okay?"

Ulinda nodded as she went to the sink and got herself more presentable. T-Bone zipped up his clothes then they slipped out of the bathroom. T-Bone went out the emergency exit while Ulinda went to find her friends. They were disappointed she was leaving but said goodbye. Ulinda smiled secretly to herself as she left. No way was she going to tell her friends that she wasn't going home alone.

When she stepped out of the club door, she spotted him on his cyclotron across the street. He had a helmet for her and handed it to her as she approached him. Climbing on behind him, she hugged his waist tightly and soon they were zooming off into the cool night.