"Aren't you always thinking about that guy?!" An arrogant Bakeneko (cat monster), named Kuro, is taken in by ordinary honor student Noeru. Kuro however leaves Noeru alone in a classroom after turning him into an erotic beauty with his powerful ero-magic. Things get complicated when he ends up sleeping with cool guy Shouei, the person he's secretly in love with! The dutiful honor student becomes a lusty boy... Erotically sweet and troubled high school days ensue!