Well! Because the first chapter of the sequel to EQ (which I am currently writing, thank you) is taking soooo long, I thought I'd entertain you with a lemon. PWP - Plot; what plot?

Oh, Soul. I feel so bad/good for you. Kinda got in a win/lose situation there.

So have fun with your smut. :D Love you!

Warm, glittering sunlight filtered through the shear curtains of Maka's bedroom, the pale white light splayed across her bed as much as she was. Having kicked the comforter off her at some point in the hot, summer night, Maka's limbs were strewn in all different directions. She had on a loose pair of gray sweats that were currently sagging off one hip, and a baggy black t-shirt with DWMA and its symbol printed across the front. A rumbling at her midsection confused her for a moment before she recognized the soft brush of fur against her skin and looked down, confirming her suspicions as she saw the purple-pelted head of a kitten sticking out from the color of her shirt. A big, adorable pair of amber eyes blinked open to look up at her, purring.

"Nyaa, morning Maka!" the cat mewled, licking her cheek.

Maka laughed, rubbing where she'd been licked with the back of her hand. "Heh, morning, Blair. Uhm.. Is there a… Specific reason you're all curled up in my chest?"

Blair nodded vigorously. "Kitten, you're a C-cup now! If she fits, she sleeps." She grinned, or at least Maka imagined that's what she was doing, as it was hard to tell on a cat.

"Well, not that I'm not flattered and all, but could you maybe, like… Go annoy Soul or something, like you usually do?" Blair made a face.

"But Maka, I wanna be hereeeee!" Blair purred, rubbing her nose to Maka's, her long tail stretching out and brushing down her abdomen to graze her waist, where her lose-rise, black lace panties met her skin. Damn. Maka shivered slightly, despite herself. Blair didn't notice and snuggled between Maka's breasts once more, purring softly. She laughed a bit and shook her head at the small cat-woman and laid her head back. She really didn't mind Blair's presence that much and it actually calmed her a bit. Despite the wrong foot the two had gotten off on in the beginning, they had grown to be quite close in the last few years, and the meister had truly grown to love the cat's company.

Closing her eyes, Maka found herself thinking, deep in the recesses of her mind. She saw Blair, human-form and scantily clad as always. But – no, this wasn't a memory. It was… Oh, shit.

Maka shot her eyes open, jerking slightly. Okay – you definitely should not be fantasizing about the cat currently tucked into your chest. But… Oh, Maka could imagine. A bookworm as she was, no one ever said those books were exactly innocent. She could imagine herself stripping the few items of clothing off Blair's voluptuous body, those nipping teeth love-biting her neck, that innocent smile buried in her –

Okay, seriously, Maka. Stop. The meister blushed deeply, though a shiver ran down her spine at the thought of it. Blair immediately sat up, tenting her loose t-shirt at the chest. "Ohmygawsh, Kitten, are you cold? Here, I'll warm you up!" Before Maka could stop her, a poof of purple dust exploded in her face and a lot more weight was pressed to her body, though, as she looked down, flushing to an infuriatingly deep red, she couldn't say she minded all too much. A tall, busty, purple-haired woman was now on top of her, stark naked and inside her shirt.

"Whoopsi!" Blair blushed a bit, biting her lip. "I'm sorry, Kitten." She looked up at Maka, suddenly curious about the look on the young meister's face. The emerald of her eyes was drawn to where Blair was huddled in her t-shirt with her, chest against chest, Blair's bare and large and Maka's average and covered in a black lace bra. The cat couldn't help but admit, Maka looked absolutely adorable when she was so flustered like this. Very attractive, as well. With a smirk, Blair settled herself into the shirt, her thighs against Maka's and her face now buried in the meister's chest, her lips pressed to the warm skin. Blair looked up victoriously as she saw the deep pink against Maka's cheeks, and couldn't help but wonder how those cute cheeks would flush when she had her lips between Maka's ears or, say, maybe Maka's thighs…

"Kitten?"

"Mhm."

"Soul's asleep, right?"

"Mhm."

"And will be for awhile, right?"

"Mhm."

"And is a heavy sleeper, right?"

"Mh- mmph!"

Maka let out a soft – and very cute, in Blair's opinion – noise of surprise as the cat's lips collided with hers, cutting off her meek mumble of agreement. Her surprise only lasted for a moment, though, and Maka was soon kissing Blair back, even if a bit shyly. Blair was having no part of it, though, and straddled Maka's hips, dipping her back so their shared t-shirt wouldn't hold the meister over the bed. She tangled her fingers in Blair's thick locks, and the cat ran her tongue along Maka's bottom lip, quickly gaining access. Surpassing just her sweet, rosy lips, Blair's tongue explored the meister's mouth curiously as Maka's met hers, dancing together sensually. The meister's breath caught in her throat.

The kiss got heated fast as the pair rolled around on the bed, moaning and slurping and giggling. Blair finally tugged the shirt off from around the two of them and tossed it somewhere random on the floor. She broke away to lead hot, gentle kisses down Maka's neck, tugging down her sweatpants and throwing them across the room. The meister shuddered as Blair returned back to her lips, one hand tangling in her thick blonde locks and the other unhooking Maka's bra and tossing it, where it hooked up on a piece of her headboard. Blair grinned and leaned down to latch her mouth to one of Maka's breasts, suckling her nipple and nipping at the tip. The meister moaned, her back arching as Blair rubbed at her from outside the thin panties, already wet with Maka's arousal. Blair purred against her skin, Maka tangling her fingers in her dark purple locks. Slipping off her panties, Blair saw to it that they met a similar fate to Maka's bra, hanging from the wooden headboard like trophies, which Blair may as well have seen them as just that. Leaning back, she pulled the meister's body over her until Maka was straddling her face, knees on either side. Her dripping core held over her.

Wrapping her hands around Maka's waist, Blair pulled her body down and pressed her mouth over the meister's womanhood. Maka let out a gasp as Blair's tongue slid inside her, twisting and stroking her inner walls expertly. Maka rolled her hips slightly, digging her nails into Blair's shoulders. Sliding her tongue out, Blair replaced it with two fingers, pumping into Maka slowly at first, then gaining speed as Blair lapped at the blonde's clit. The meister moaned, biting her lip to muffle the volume. She rose quickly to her climax, new to the experience, and Blair added a third finger and more speed as Maka's breathing hastened. Reaching her climax, Maka couldn't help but let out a loud moan, her cheeks pink as she panted, her muscles clenching around Blair's fingers.

With a slam, the door of Maka's bedroom flew open to reveal a disheveled and concerned Soul.

"Maka! I heard noises, are you o-"

He froze, staring at the pair. Maka flushed deeply, still panting heavily. Blair rested her head back and licked her lips, grinning over at Soul, seemingly oblivious to the awkwardness of the situation.

"Nyaa, hiya Souly! We thought you were asleep." The cat giggled.

Soul swallowed hard, looking at Maka's discarded lingerie hanging from the headboard. "Ah, yeah, I'll j-just – I mean – What – W-when did – Maybe I should – I c-can –" The weapon shut up for a moment. "Holy shit," he breathed, before slamming the door.

The girls looked at each other, silent for a moment before both erupted into a chorus of giggles. They shifted so that they were both pressed against each other, chest to chest and legs entangled.

"Hey, Maka?" Blair asked, leaning down to kiss her.

Maka smiled and kissed back. "Hmm?" she hummed back against the cat's lips.

"Wanna go make breakfast naked?"

Maka pulled back to look at Blair, and the devious smile on her face was impossible to resist, and Maka's lips tugged into a smirk just as mischievous.

"Absolutely."