AN: Extreme yuri ahead. That was probably obvious, but I felt like I had to warn you about the explicit content approaching.

If you don't want to/can't handle blatant girl-on-girl action, I suggest you stop reading now.

Otherwise, please enjoy!

Maka's wrists were being held down on either side of her head. Her damp, blonde hair cascaded over the edges of her pillow and her bunny ears remained erected. She shivered when the draft from the air conditioner brushed her bare body, but warmth kept building up inside her. She could smell her own shampoo in Blair's hair, which hung on the side of her head like a purple curtain.

Maka looked up at Blair, who was simpering and staring down at her with those solar, unafraid irises. Drops of water dripped off of Blair's bangs and pinkish-beige nipples. Heat blazed Maka's cheeks at the sight.

This was the first time she actually didn't mind Blair's breasts. Usually when Blair was naked, Maka would scold her to put her clothes on, or she would get angry with everyone who spewed a nosebleed. But this time, Blair's naked body wasn't a threat or an annoyance. It was something Maka wanted to see.

She was seeing Blair's body this time, rather than just looking at it or trying to get Blair to hide it. Blair's breasts hovering over her like this made Maka realize something: they're incredibly sexy.

'So pristine and full and perfectly shaped…' Maka thought as she stared at them. 'They're abnormally huge, but they're so… lovely.'

Irritation suddenly sparked in her mind and lit a small candle of confusion. Just the thought of her thinking this way about Blair, of all people, made her upset.

'This is truly aggravating. I guess even I'm a victim of her charms. I'm no different than the people I've been yelling at.'

Still, she stared wide-eyed at Blair's chest, her gaze wandering around the body that was on top of her, soaking in the image. Her vision traced Blair's curves – how concave they were at the waist – and how they curved outward to her big, beautiful hips. Maka even stared at Blair's bottom, which was in the air from the way she was pinning Maka down, and then her thighs, which looked incredibly soft and welcoming, almost as if they were made for cheeks to graze. Lastly, she returned to Blair's face – her moist lips, rosy cheeks and yellow eyes that glowed like a sun in the evening. All of it – every piece of her – was so inviting.

And yet, the meister's mind still pondered. 'Why does everyone become her prey? Could it be her confidence? Is confidence really that powerful?'

"Maka, you really are adorable," Blair said. "Please don't let anyone kill your confidence anymore, okay?"

Maka snapped out of her daze and looked away, embarrassed. 'I guess there's no use trying to figure her out. It's just like what I learned when I mastered Resonance Link with Kid and Black Star: you don't always have to understand someone in order to accept them.

I think that's how the whole world is.

Blair is different, but I'll accept her. Simple as that, I suppose.'

Blair's soft tongue found Maka's burning cheek again. But instead of getting angry, Maka just felt the wet softness licking her skin and, for a moment, she thought of how this tongue would feel against… something else…

Catching herself thinking perverted thoughts, Maka sealed her eyes shut and shook her head, closing her legs and letting out a frustrated whine.

"Hmm? You were thinking of something perverted just now, weren't you?" Blair asked.

She was sharper than she looked.

"You're the one who's the pervert," Maka said.

A chuckle. "Well at least I can admit it~"

"Shut up…" Maka mumbled. She was feeling even more embarrassed now.

Blair winked. "There's no use hiding it. What were you thinking about? If you tell me, I can do it for you~"

Just the thought of Blair obeying her orders made Maka's mind numb with an ecstasy-like arousal. Her whole face flushed scarlet. "Well," she whispered. "Your tongue…"

Maka didn't even need to say anymore. The tip of Blair's tongue trailed up her neck and to her ear, and then licked the shell of her ear slowly. "Where do you want it?" Blair whispered.

Maka's unsteady breathing filled the hush that followed. Then, very softly she said, "Lower…"

Blair moved her head down a bit, her mouth unbelievably close to Maka's nipple, breathing her warm breath onto it. Maka gasped the moment Blair's mouth made contact with her breast. She playfully licked it before curling her lips around the puckered nipple and sucking it, swishing and twirling her tongue around it sensually while tweaking the other nipple with her thumb and forefinger.

Maka set her forearm across her own eyes to hide her face. "Mmph…"

Then, a nibble that was slightly sharp but so exhilarating. Maka's body stiffened and she tried her best to hold in her noises. Blair sucked harder, trying to pull those noises out. Her fingers were still teasing the other nipple, pinching it lightly and nipping it to keep Maka gasping in pleasure. Blair's mouth and fingers soon switched places, kindling the flame starting to rise inside of Maka. She didn't stop until Maka's breasts were light red and damp.

"Are you sure you don't want me to stop?" Blair asked, licking her lips. "I like to tease a lot, y'know~ Can you handle it?"

To answer her question, Maka grabbed her face and pulled it over to her so that their lips met again, kissing hard. Maka's eyes slipped shut and her heartbeat sped. All she could think about was how warm and silky Blair's lips felt against hers, and how overheated she was feeling. Blair's hand drifted up and slid into Maka's blonde locks. She grasped the hair at the nape of her neck and tugged with just enough force to send chills down the meister's spine.

Suddenly, Maka didn't feel self-conscious anymore.

Her lips parted, gasping for breath, and Blair's tongue slid in and touched hers, a shockwave of heat and wetness. Her tongue was like saturated velvet; the inside of her was mouth hot and slick. Blair kept running her fingers through Maka's hair, massaging her scalp while the two of them kissed furiously, like they wanted to eat each other up.

'What is even going on right now?' Maka thought as their lips danced. 'My mind is getting hazy. And Blair… what's gotten into her? I didn't even know she would want to do this with me... She isn't usually like this, so why now? Why me?'

Maka could feel herself getting lightheaded, but she wouldn't back down. She knew that in the midst of their kissing, they were battling for dominance. She kept her strong hold on Blair's face and then erotically bit Blair's bottom lip, which suddenly gave her the upper hand. Blair whimpered into the kiss. The cat ears at the top of her head drooped in submission and her body softened, becoming slightly weak. Maka saw this window of opportunity and took advantage of it right away. She got so excited that she nearly smirked her way out of their kiss.

She slid her hands down Blair's curves and stopped when her hands were firmly planted on each of Blair's round butt cheeks. Maka fanned out her fingers and groped her hard, digging her nails into the plush skin and spreading out her cheeks. Then she spanked her bottom hard, groping the tingling skin tightly afterwards. The ever so confident Blair broke their kiss and moaned. Maka felt the way she melted at her touch, secretly admiring having this kind of control.

But Blair was a natural seducer. She won't be overpowered so easily. Maka was getting bumptious and Blair wasn't going to let her get away with that.

The cat-witch grabbed Maka's face and reunited their lips once again, but with a new intensity. Maka kept her grip on Blair's plushy bottom and moved her fingers closer to Blair's heated core. Maka's stomach flipped with anxiousness. She wanted to keep moving her fingers towards the heat – to feel just how much Blair was turned on.

But then Blair's sneaky teeth found Maka's fragile neck, making the meister release her withheld breath. Blair smiled smugly against her skin. She bit and sucked, marking her with a love bite, licking the cinnabar bruise on her neck soon after she was done. Maka panted and her grip loosened when Blair kept leaving more and more love bites on her neck and collarbone, taking back the reigns.

She leaned in and whispered into Maka's ear again. "I'll teach you not to be so cocky."

She planted her hand on Maka's waist and slowly traced the outline of her body with her fingernails, gently raking downward to her upper thigh. Maka's whole body erupted in goose bumps.

Blair wasted no time in touching the meister right where she needed it.

She brushed over the sticky, moist crease between Maka's outer lips. Then she pushed her fingers into the heated silk, feeling how wet and slick Maka's folds were against her fingertips. Maka shivered. She wanted to say something, but all that came out was a faint sound.

Blair pressed her finger in more and dragged it to the top of Maka's sex, where she finally found the little button she was looking for. She teased it with feather-like strokes. Maka's hips twitched. A cross between a whine and a pout came out of Maka's mouth, but it soon became a low, encouraging hum. Now she was the one melting.

"My, my," Blair said with a conceited grin on her face, one of her fangs peeking out. "Do I really turn you on this much?"

Maka folded her legs, her knees up on both sides of Blair's body. She closed them tightly enough to hold Blair in place and then groped both of Blair's breasts, squeezing them roughly without holding back. The cat-witch let out a submissive squeak.

Maka massaged her breasts and began to suck on them, teasing the stiff nipples with her tongue and fingers until Blair's hand was trembling. Blair tried to keep her eyes sharp, but they were becoming heavy-lidded and her blush was darkening.

But she found the strength to tease Maka again, circulating her fingertip around the small, wet nub. Maka's eyebrows furrowed and she tilted her head back, parting her lips a bit to let out an aroused sigh. Blair kept teasing the pink button with her wet fingers, knowing it was getting more and more sensitive as the hollow of Maka's entrance became drenched.

"Hey Blair…?" Maka whispered.

Blair halted. "Hm?"

Maka's senses started to come back. She wanted the two of them to continue, but she had to know something before they proceeded with any more actions. But this question might put an end to their affairs tonight. Still, Maka went ahead and asked. "Why me?"

Blair tilted her head. "What do you mean?"

"I mean… have you ever even done it with a girl before?"

"Can't say I have~" Blair answered almost childishly.

Maka was a bit relieved to hear that. "Then why are you doing this?"

"You're very beautiful and fun, Maka! I'm attracted to you and I don't see anything wrong with what we're doing."


Blair interrupted when she pressed her breasts against Maka's face, muffling her voice. Blair giggled as Maka comically struggled, her bunny ears flopping with every movement. "Hush, little girlie. I like you, so let Blair play with you."

Maka stopped struggling. Then, it hit her. All those times Blair seduced Soul and flaunted herself to the other boys… could that be because she was trying to make Maka jealous? Not over the fact that Soul and the other guys drooled over Blair, but because Blair was seducing them instead of her?

Did Blair want this type of attention from Maka all along?

Maybe that's why she did it so much. Maka never gave her the time of day, and even if this wasn't the only reason why Blair did what she did to her friends, striving for Maka's attention was a certain possibility.

Maka had to know.

"I want to ask you something else," she mumbled. Blair allowed Maka to breathe comfortably again and she temporarily ceased all actions.

"All those times you seduced Soul and the other boys… were you only doing that to get my attention?" Maka asked.

Blair smiled. "Maybe~"

Silence. A smirk tugged at Maka's lips.

So all this time, Blair was trying to get Maka's attention. No doubt she enjoyed herself in the process, but Maka couldn't believe that Blair secretly hoped Maka would be jealous enough to steal her away from the boys and keep her all to herself.

She had never even thought of that.

She always thought Blair was rubbing the fact in Maka's face that she was more attractive to the boys than Maka is. But that wasn't even the case.

"Oh really? You wanted my attention that badly, huh?" Maka asked alluringly.

Blair laughed. "Did it work?"

Maka laughed, too. "Well, no, because there are better ways of capturing my interest."

Blair resumed her rubbing and Maka twitched again, her face returning to a more pleasurable expression. "Like this?" she asked, winking at Maka again.

Maka's lips formed a smile.

"I also secretly liked it when you would punish me, too," Blair admitted. "You're so cute when you're all mad and bossy~"

A jolt of ascendancy ignited a foreign fire within Maka. She found her grip again and groped Blair's bottom rougher than before. She squeezed and tugged the skin, clawed into it, and the sudden attention froze Blair in her tracks. Then Maka finally reached Blair's hot core – touching it alone soaked her fingers.

Blair parted her legs and perked her butt up more to grant Maka better access. She whimpered with anxiousness. Feeling how wet Blair was gave Maka a sense of pride. She was the cause of Blair's arousal. She even wondered if Blair ever got aroused over her like this in the past.

"Do I really turn you on this much?" Maka asked.

She trailed her finger downward and rubbed Blair's sensitive button in soft, provoking circles. Blair squirmed and panted next to her ear, enticing Maka's developing dominance even more so. She continued attending to the tiny bundle of nerves so precisely and didn't stop until Blair was dripping.

"What gives, Blair?" Maka whispered. "I thought you were going to teach me a lesson." She inserted the tips of her two fingers into Blair, playing with the gooey fluid as she licked the shell of Blair's ear and bit it.

Blair's tail slyly swished back and forth. She bowed her head, her eyes shielded beneath her violet bangs. She slipped her head down to in between Maka's thighs, astonishing the meister.

"That's right," Blair whispered, inhaling Maka's scent of need and enjoying the view. "I'll show you just how attractive you really are."

The wet pink nub she was fondling moments before was now in her mouth, getting soaked with her tongue. Maka sucked in a sharp breath. Blair slowly lapped up Maka's neediness, pressing her tongue against the nub and using hard, long licks. The heat and stimulation sent Maka's mind into a lustful frenzy. She arched her back and tangled her fingers within Blair's hair, pushing her head down further, bringing her mouth more firmly against her.

Blair sucked and licked, relishing Maka's taste and the sounds that were finally coming out of her mouth. They started out as quiet whimpers, still under her control, but as time went on, she lost her power and began to moan louder and louder until at last, Blair's ears were satisfied.

'That's right, little Maka," Blair said breathlessly. "Don't you dare hold back on me anymore."

Faintly, Maka whispered, "Blair…"

At the sound of her name being said, Blair grabbed Maka's hips and hoisted them upwards so that her butt was resting on her chest. Maka's thighs were on either side of Blair's head, leaving her totally exposed right in front of Blair's mouth. Blair wrapped her arms around Maka's hips to hold her in place. Maka's hands grasped the sheets desperately while her body adjusted to this new position.

Blair latched her mouth onto Maka's aching spot again and continued on, refusing to stop until Maka finishes. She wanted to hear the sound of Maka coming to her end.

Multiple sensations surged throughout Maka's body. Her heartbeat pounded in her ears. Her moans had no hint of apprehension anymore and they soon turned into uncontrollable screams. Maka couldn't even see straight. All she could think about was how good she felt and how close she was to finishing.

'Just a little more,' she kept thinking.

She started to grind her hips, spoiling herself while Blair continued flicking and swirling her tongue against Maka's little lump. She was so close to her end and she wanted Blair to keep going until her climax was finally reeled in.

Alas, the moment happened. Maka became incredibly sensitive and her hips bucked upward once, and her body became rigid. Blair pulled it out of her, the scream and the orgasm. Maka's body then turned to jelly as she sighed with relief and tried to catch her breath.

Blair laid her down on her back again and settled down on top of her.

But Maka wasn't done yet. She descended from her high and suddenly pushed herself forward, stumbling towards Blair and pinning her down to the sheets. Maka could feel her own wetness coat her inner thighs, but when she reached down to Blair's opening, she discovered that she wasn't alone. Blair was soaking wet. There were even a couple of trickles oozing down and over her butt cheeks. She was more than ready to receive.

Blair shuddered at Maka's touch and blinked up at her with surprise. Maka took a moment to look into her eyes – those honey whirlpools gleaming in the moonlight. But then she noticed a smirk yanking at the corner of Blair's carnation-pink lips.

Then she felt her own lips doing the same thing.

She wanted Blair's confident barrier to break again, but this time, she wanted it to last. She chuckled darkly. "I'm going to shatter that smirk of yours," Maka said.

Before Blair could even think about saying or doing anything, Maka inserted two fingers into her, not even bothering with testing the waters with a single finger first.

Blair drew her breath in quickly and Maka felt her tighten up around her. Blair's assured expression suddenly became submissive and innocent – almost apologetic.

"That's more like it," Maka whispered.

She moved her fingers around together in a circular motion, touching every inch of Blair's slippery inner walls. Bit by bit, her moves grew bolder, until she was moving them rapidly, making Blair writhe and moan underneath her.

Maka used her free hand to stroke Blair's thigh and grope it hard. She admired Blair's toned, curvy, shaven body once more before taking things up a notch. She released her leg and used that hand to splay Blair's outer lips, revealing the nub at the peak of her sex. The heated scent smelled so good.

She lowered her head and teased the exposed button with her tongue, the savor attacking her taste buds with a sweet, tangy flavor. Maka sucked on her hard, her fingers moving even faster in the process. She peeked up at Blair, watching her relaxed lips part more as moans escaped. Seeing Blair like this made Maka want to go a step further.

She withdrew and flipped Blair over onto her stomach, then jammed her fingers back inside her, pushing Blair's head down with her free hand. The cat-witch clawed into the sheets and kept letting out noises and short breaths of pure delectation. Maka kept at it, starting to thrust her digits into Blair. Half way through, she teasingly removed her fingers again and buried her face in the plush skin, stretching her tongue out and using it to service Blair's sensitive spot once more.


Blair ripped the sheets. She screamed in ecstasy. Maka ate her up, coaxing her inner orgasm.

When heavy drops of cum dripped out of Blair, Maka reentered and poured the last of her strength into finishing Blair, pounding into her and gradually making her come to her end. Maka felt the tight contractions squeezing her hand. She was as breathless as Blair was. Both girls collapsed and had sweat on their foreheads - every pore was glittering.

Maka giggled while Blair tried to gain her senses back. "I like when you say my name like that, Blair."

Suddenly, the loud sound of the apartment's front door was heard. It opened and closed.

"Hey, Maka, you home?" It was Soul.

He was home from the Halloween party. Soon, his rustling around in the kitchen was heard. He was probably looking for something to munch on. Maka looked at the clock and realized she totally lost track of time. She was about to call out and answer him, but Blair pinned her down to the bed again.

Still wet and aroused, Maka didn't want to stop her. Her insides were pulsing – begging to be thrashed. But she also didn't want Soul to catch them like this.

"W-wait, Blair, what if he hears us?" she asked, keeping her voice low.

"Hmm? You don't want him to see?"

"Of course not!"

Blair teased Maka's entrance, only pushing the tips of her fingers into her and retreating them when they got in deep enough. She was teasing her, playing with her fluid and rubbing her soaked nub, making Maka lose her focus and lower her eyelids. Maka tried to speak again, but Blair covered her mouth with her free hand.

"Shh," Blair said. "He won't hear us."

Maka looked up at Blair with worried eyes. Blair then leaned in and kissed Maka's cheek as a way of reassuring her. "Please don't look at me like that. Your eyes are like emerald dewdrops. It's making me unsure. I don't know whether to stop, or just fuck you senseless."

The blonde's eyes widened and her cheeks glowed with darkening cardinal hues. Blair smirked. "That's what I thought."

Blair shoved two fingers into Maka, causing the meister to go stiff beneath her. 'So tight,' Blair thought. She moved her fingers around roughly yet accurately, moving them in large, pressuring circles that opened Maka up and made her leak onto the bed.

The feeling of it all was overwhelming. Maka's legs began to tremble. She gripped the bed sheets so hard that her knuckles whitened. She whimpered into Blair's hand and furrowed her eyebrows again. But it was different this time – more extreme. Blair was inside her, and something about Blair covering her mouth was making Maka's mind hum and plunging her back into her high. Electrifying tingles stung her body in the most pleasant of ways. She had discovered a new kink and it was turning her on to no end.

"Such a lewd face," Blair said, observing Maka's glossy, heavy-lidded eyes.

Maka was staring off and feeling her body float in the riptide of her rapture. The look of defeat.

Blair sped up and began to thrust her coated fingers into her hard, allowing Maka to wrap her legs around her waist tightly in an attempt to suppress her screams furthermore. Blair kept at it, swiftly, hitting her sweet spot countless times, each time being a step closer to Maka's climax.

They heard the faint noise of the television in the living room. The volume was probably high enough to cover up any of their noises if they weren't too loud.

It was good enough timing, too. Maka was clenching around Blair's fingers and curling her toes. She clawed into Blair's back, leaving salmon streaks on her beige skin. Blair bit Maka's ear and kept pumping her fingers into her, prolonging her pleasure and reeling in her orgasm again.

At last, Blair succeeded. Maka threw her head back, escaping her muzzle and moaning loudly as she released. Then she went limp in Blair's arms.

They fell back onto the bed, the two of them lying next to one another, exhausted and panting; looking at each other's sweaty faces and ruffled, damp hair.

"So, was my attention everything you hoped for?" Maka asked, giving Blair a warm, pleasant smile.

Blair nodded happily and curled up next to Maka, lacing fingers with her and signing in for the moment.

"You should've been there, Maka, it was hilarious! Black Star fell face first into the fountain!" Patty said, laughing hysterically.

Liz laughed, too. "Yeah, it was pretty great to hear him finally shut the hell up."

"Hmph," Black Star mumbled under his breath. But then fire gleamed in his eyes. "You're just jealous because I was the life of the party! I was the star! Everyone was paying attention to me!" He jumped up on the table with his hands on his hips proudly, laughing as loudly as possible, like he was a knight who had just slain the dragon.

Tsubaki sat on the couch shamefaced and forced a laugh. Liz rolled her eyes with her apathetic grin and Patty continued to laugh and kick her feet. Soul was in the kitchen washing the dishes and Kid was standing next to him, arranging the clean dishes in an organized, symmetrical manner. Maka sat in the middle of it all, laughing along with the others.

That's when Blair entered the room, wearing what at first looked like her usual work outfit, but then Maka noticed it had thick black laced trimming. Blair greeted everybody with a wave and a cheery smile.

She then walked into the kitchen and launched at Soul, hugging his face. "Good afternoon, little scythey boy~!"

Of course, a nosebleed squirted out of his nostrils and he nearly passed out within her cleavage. Maka felt something grab her heart and squeeze it mercilessly. She stomped into the kitchen, ready to yell, but then she stopped herself. Instead, she peeled Blair off of him and watched Soul fall to the floor in a puddle of his own nose blood. She firmly clutched Blair's wrist, yanking her out of the kitchen, through the living room, and into the hallway.

"Maka? Where are you going?" Patty asked, tilting her head.

Maka looked over at Blair, who was playfully sticking her tongue out at her and winking. The meister rolled her eyes and shook her head, all with a big smile on her face.

"I, uh," Maka paused. "I have to go feed the cat."

-The End