Elaina and Kitty

It wasn't long before my pants were on the floor.

Kitty who was sitting on the bed practically had her eyes bulge out of her head when she saw what was in store for her. What stood where my womanhood used to be was a new appendage, all seven inches bobbing in front of the embarrassed girl.

It wasn't as weird as I thought it would to now have something where my vagina used to reside. I rubbed my new penis and felt it was warm to the touch, even a little hot. It felt firm, erect from the arousal I was feeling.

"Isn't it a little big?" Kitty whimpered, her voice much less confidant than before.

I smirked at her reaction. Thinking that this would be her first time, at least in that hole. It was a thrill to be the first to take her virginity.

Kitty shrieked in surprise as I grabbed her and gave her a long kiss on the lips, enjoying the sensation of her soft lips on my own. We continued the passionate kiss for a while as I removed her dress. Soon , I couldn't help but resist and remove her bra so my hands could play with her perky breasts. Kitty had to hold onto my shoulders when I ran a thumb over her nipple.

Finally, after Kitty was panting in pleasure, I stood and pulled her gently to her feet before spinning her around and bending the girl over onto her hands and knees on the bed.

Spreading her soft thighs, I positioned myself behind Kitty as the pink-haired girl braced herself against the bed's headboard. Moving her panties to the side, I positioned myself at her entrance. My newly-created thick head rubbed at her dripping vagina before pushing inside, making the girl mine.

"P-please be gentle," Kitty begged as I pushed deep into her for the first time.

I knelt behind her, with her heart-shaped butt pressing against my lower stomach, as I gazed down at the submissive girl before me. From Kitty's flawless skin and gorgeous pink hair to her perky ass and the adorable tail that began just above it, she was perfect in every way. I gently rubbed the girl's back as her thin arms grasped tightly onto the sheets.

Kitty moaned as I grabbed two big handfuls of her soft breasts, pinching her rock hard nipples as I gave the girl half of it in a quick sharp thrust. She squealed beneath me as my new penis touched places that had never been touched before. Her begging only made me more excited to dominate her though.

The feeling was amazing. As I pierced into the hot wetness taking her from behind, I couldn't help but let out a groan as her tight hole wrapped itself around me. The pleasure felt completely different from when I had a vagina, but it felt good regardless.

Now, I just needed to make the girl cum with me inside her. Tonight, I was going to make her mine.

We remained locked like that for a while, Kitty soon whimpering from fear, a little pain and arousal.

Soon, I couldn't hold back anymore and began fucking her, short thrusts that soon had the pink-haired girl moaning obscenely as the pleasure overtook everything else. It wasn't long before Kitty reacted to my plunges and began pushing back against me, humping her cute little ass against my thighs. It was a sight to behold.

The girl was moving her hips like a cat in heat. I could almost believe that she might actually be in heat, being part cat.

"You like that, kitten?" I asked, between laying a kiss on her head from behind.

"I-It feels soooo good~" Kitty responded through panted breaths.

"Well don't worry, sweetie. We'll have to do this lots more. Next time, you can be the one with the dick too. I bought a strap-on that you can use," I said as I scratched her cat ears. That spot was very sensitive for her, sending shivers down her spine.

My offer wasn't just empty words. I really wanted to have her try to dominate me back again, like that time she had tried in the forest. But that was for later.

I grabbed hold of her large warm breasts from behind, her nipples swollen in my hands. The jiggling flesh was bouncing back and forth from my thrusts into her. I took each nipple between my fingers and began to pinch down drawing out a long moan.

"We're gonna have so much fun Kitty. And on top of that, we'll get stronger together," I groaned, thrusting harder into her submissive hole as I gave her pink tail a few strokes with my hand. That was enough to push her over the edge.

"Yesss!" Kitty screamed as the first orgasm shot through her body. I could feel her body shake as she tried to pull herself off me.

But I didn't let her. I grabbed her hips and pulled her back into me, continuing to thrust into her during the entire length of her climax.

"Are you my little kitten?" I asked, as my hand come down on the girl's flawless ass, leaving a glowing red mark.

"Mmnnh!" she moaned, her face now collapsed into the pillow, as her body trembled from the pleasure of her orgasm.

But I was far from finished. Flipping the girl over onto her back, I continued pumping into her.

Her moaning filled my room like a beautiful song. Soon, I was joining her in her melody.

I felt pressure on my dick as the labia pulled in forming lips that contracted around my dick. It felt quite good but I quickly pulled my member out of her before I climaxed.

Her white panties, damp from her juices, slid back into place after I withdrew my dick from her. I reached out and pulled them down to her knees leaving her cute, glistening pussy bare before me.

She looked at me, her pale blue eyes full of curiosity and desire. Her mouth was open, as if she was begging for me to put it back in.

"W-what are you—"

I cut off her words as I lifted her legs above her and slipped into the lower hole now revealed to me. Although I didn't believe I could get her pregnant, there was no need to take risks when she had another hole. Besides, I wanted to try her [Anal] skill.

"Eeeeh!" Kitty let out a squeal of surprise as my member easily slipped into her eager ass, lubricated from her own juices.

It wasn't long before I was able to push all the way into her ass with my dick as her walls spread to fit me. Somehow, her asshole felt even better, almost like it was sculpted to fit me perfectly. Her skill wasn't for nothing.

Kitty's back arched from the intruder, which I found quite cute. The moment passed and I began again into the tight back end of my companion turned lover. She submissively laid before me as I stretched her out, moving her hips to time with mine. It wasn't long before we were both once again a moaning mess.

"Kitty, stare into my eyes when you climax," I whimpered into her ears. Now that I could see her blushing face as she rose to her next orgasm, my arousal only increased.

"D-don't... watc—" She whined, clearly torn between pleasure and embarrassment. But before she could finish, her mouth shot open in a long moan.

"Ahhhhh!"

"Good girl!" I moaned down at her as her fingers dug into the bedding and her blue eyes nearly rolled up into her head. Her eyes showed she was lost in her orgasm as I continued to plunge into her, her second orgasm overriding her control. My own climax was coming quick.

"I'm cumming!" I cried out as I slammed one last time into Kitty, pushing myself as deep as I could into her butt. I felt my pleasure peak as my seed burst forth and flooded the girl's insides. I could feel it spread inside, filling up the space around my cock.

Her cries of pleasure were dying off as I continued to firmly plant my dick within her ass, her hips struggling to hump against it as I held her down. It took a long time for Kitty to calm down, her body sinking back into the bed as I lay exhausted on top of her. Her pink hair was a mess all over the bed, her nude body glistening with sweat. Her mouth was wide open as she panted to recover. She gave me a look of contentment as I grinned triumphantly at her. I held Kitty in my arms, my member still filling her tight butt.

Finally, I pulled out and sat down on the bed beside Kitty as I stroked her head. She was quite a sight, spread-eagle over the bed with cum dripping out of her asshole. A goofy smile was spread across her face as I scratched her ears.

I cuddled up beside her, far too exhausted to clean up. Moving my lips next to her cat ears, I whispered, "Kitty, I love you."

"I love you too," her hoarse voice responded without a hint of hesitation. I gave her a glance but her eyelids were already closed.

New Skill: [Cunninglingus]

Interesting. It seems I ended up with one of Kitty's skills this time instead of a trait. Too bad there was no rank-up, but I suppose I had been flying through the ranks so far.

STATUS

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Name: Elaina

Race: High Elf

Gender: Female

Class: Mage

Rank: D-

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[Attributes]

Strength: 20

Endurance: 16

Finesse: 26

Intelligence: 48

Wisdom: 56

Charisma: 28

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Skills:

[Light Magic] - Level 5

[Water Magic] - Level 2

[Plant Magic] - Level 2

[Stealth] - Level 1

[Cunninglingus] - Level 1

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Traits:

[Child of Nature] - Mana regeneration doubled

[Tenacious] - Endurance +5, Strength +5

[Iron Will] - Wisdom +10, -20% chance in being persuaded

[Sharp Eyes] - Ability to see further away

[Dexterous Hands] - Increased ability with hands, Finesse +5

[Perfect Skin] - Finesse +5, Charisma +5

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Things were coming along nicely.