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Meredith certainly wasn't expecting company, much less _intimate_company, but there was definitely some kind of weight against her body...and if not for the subtle, but heavenly sensations that came along with it, she might have panicked.

She knew that Naomi was out of town for the weekend, and she was always very careful to lock the door of her dorm room before she settled in for the night, but that hadn't stopped one person from taking quite a liking to her and invading her personal space.

They weren't an intruder, however, and the familiar warmth of their body against her own made her realize what was really going on.

"I didn't think your lips could actually move like this...but you must be quite the eager boy to wake me up this way, Baxter."

His plush form was still settled against her torso, the same way he had been when she'd fallen asleep in the aftermath of their passionate lovemaking. His arms were still resting against her shoulders, his strapped-on cock was still pressed against her bare, sensitive mound, and at the heart of it all, the tiny, narrow muzzle that was always smiling for her was sharing a new sense of comfort with her.

She didn't think it was possible for a stuffed animal to suckle on her body in the first place, but then, Baxter always seemed to have a sense of personality about him; what he was doing right then was taking that personality to new extremes and showing his appreciation for Meredith's affection in one of the most direct ways that he could.

"You're really going at it, aren't you? F-fuck...if I'd known you were so eager for something to suckle on, I would have l-let you at my clit a long time ago, Baxter," she assured him, feeling that she might have wasted an opportunity already. "Feels like you've g-got that spot covered too, though..."

One paw was resting against her womanhood, just beside the shaft of the full, heavy strap-on. While the underside of that shaft pressed against her clit and rubbed back and forth upon it with his advances, the delicate fluff between his pawtips stroked along the elegance of her petals, treating them to such a tender display of affection that she wondered if she was just imagining the heavenly sensation.

That thought stuck with her, and her brow furrowed as he looked down, seeing just how animated Baxter had become.

"W...Wait a minute. How the hell are you doing all of this?" she finally realized, the pleasure fading from her voice as she tried to make sense of reality. Much as it would have been a treasure for Baxter to be able to move the way that he was, her mind quickly recalled that he was just a plush...and none of this should have been possible. "You know j-just where to touch me, but...how are you moving on your own? What's going on?"

She wanted to unravel the mystery, but deeper within, her body was already calling on the greater pleasure that the plush could offer, now that he was given movement. He was a very capable lover, putting Meredith's needs first and focusing on the other nipple with a quick, feathery suckle, but he didn't offer her any verbal answers.

Now that he could move, Baxter was determined to let his body do the talking, and Meredith's own was giving plenty of signs that she enjoyed the attention, even if she didn't understand how it was possible.

"Going in f-for the other one? You must be a thirsty boy," she teased, watching his soft, stitched lips seal around the other nipple. There was a surprising amount of force behind his suckling, and the tender nub went taut in his mouth as he worked it over and over again, as if milk really would have flowed forth to meet his soft, felt tongue. "That's okay...y-you can drink up as much as you like, Baxter...it's the least I can do for you for being s-such a good little bear!"

Though no milk emerged from the nipple, there were plenty of other juices for Baxter to enjoy, gathering at the base of his strap-on and leaking from her womanhood with plentiful volume.

Those would prove more important to what he was _really_after, and against her mound, there was a strange sensation; starting like a buzz and working into a proper throb, it seemed as if the strap-on was reacting the same as a real cock would have, giving her the sensation of being mounted and approached by a proper male.

It was still more than she could make heads or tails of, and the fact that her clit was feeling the most pleasant twitch against the hood wasn't helping her to think straight.

"If you're that hard, y-you...you might wanna do something about it, Baxter..."

She still couldn't believe what was happening to her, and her mind was torn between deciding if this was a lucky or haunting occurrence: she had no idea how long Baxter had actually been alive, and though she'd fallen asleep after making love with him the night before, it didn't change the fact that he could have done this at any time.

All of the other times she'd ridden his face, masturbated in front of him, or ground herself into a slow, satisfying climax on his hips, he'd never given her any inkling that he was capable of such things.

Can I really trust him, then? She wondered, as his hips angled slightly, allowing the tip of his strapped-on cock to part her folds with an eager, tender push. Am I even sure that it's really my Baxter, or does this toy belong to someone else?

She'd seen him so many times that there was no mistaking the unique features and exact size of the Baxter that she called her own, but Meredith was still uneasy about the head of the sex toy, even as the next few inches followed it into the quivering passage of her womanhood.

That unsettled feeling began a quick, brutal conflict with the pleasure that came along for the ride, and with a proper thrust, the teddy bear revealed itself to be every bit the capable lover that Meredith always dreamed he could be.

There was going to be a learning curve, adjusting to his sudden ability to move...but could he ever move.

"Wow...t-that...that's a little rough, Baxter..." Meredith was looking for the right word the whole way through, but she knew she could take more than he was dishing out, at the start.

It was simply the shock of knowing that he could move that left her breathless at the beginning, but the consecutive thrusts that followed forced her to fight for those same bits of air as the teddy leaned further in, moving his hips with such a level of practice that it was almost unfair.

Riding his motionless body might never be the same again, and for a moment, Meredith worried that it might never be enough to satisfy her, now that she knew his dirty little secret.

"Th...there...t-that's a bit more like it," she complimented his work, finding that his hips were moving at the perfect angle to guide her to an easy, smooth penetration. "You learn fast for someone that has...f-fluff for brains!"

She was trying to be silly and playful, thinking that a teddy bear would be naturally geared toward such things.

The little bit of panic she felt before was given new life when she noticed the slightest shift in Baxter's once motionless expression. Sharpened eyes and a furrowed brow showed how little he appreciated that version of her candor, but there was an easy way to get his point across and show her that he was the one in control of the action, that night.

A hammering drive of the hips stole Meredith's voice, another one followed and stole even the high-pitched whimpers that _would_have escaped, and a third forced her arms to wrap around the back of his neck as she went for the only form of purchase that she could find.

She was being dominated by teddy bear, entirely beholden to his desires and feeling as if their usual relationship had been completely flipped on its head.

Maybe he's just getting revenge for all the times I was so rough with him, she thought. Maybe this is his version of getting even...and if it is, I'm gonna try to break him in half next time...

Meredith wasn't always interested in biting off more than she could chew, but when it came to the sheer, unbridled bliss that was flooding her body, she wanted everything she could get: if she could bring even greater intensity into Baxter's routine, she'd do so in an instant.

To get to that point, of course, she had to survive his first assault, and already, she was beginning to quiver with the stirrings of a first climax. His pace was merciless and his depth was impressive, but Meredith was already plenty familiar with the toy: she didn't remember it being that long in the first place, and her insides knew it just as well...

...There was still a bit more left to the shaft, and he was saving it for when he felt that first, internal clench.

"I dunno...h-how much more of this I can take..."

Her words were more of a caution to the bed than anything: she worried she might leave a terrible wet spot where she'd been, but she was looking for another form of purchase as her legs clamped down around the stuffed bear.

Rubbing her face into his cheek and crying aloud into the pocket of his neck and his shoulder, Meredith knew she couldn't stop her climax any longer, but she didn't think that Baxter had the kind of endurance that he did.

Even when her toes curled into his backside and encouraged him to give her the final inch of the toy, she didn't feel him slowing down in the least, and the fact that he was still spreading her inner walls around his shaft with such impressive pace created a truly unique orgasm, for the lucky little mouse.

Normally, when she played with Baxter, she was in total control...and the fact that she was played into a slight power trip. She could guide his pace, hold still on his cock when she was ready for a finish, and bounce herself whenever she wanted to, making it easy for her to reach an orgasm how and when she wanted.

To be at the behest of Baxter's aggressive pace and domineering length was a new experience; her limbs quivered and her inner walls fluttered beyond her control, trying every natural rhythm possible in a vain attempt to slow and milk the teddy's member.

Somehow, despite the incredible, glorious pressure she offered to his shaft, he just kept pumping...leaving her eyes to roll back for a moment.

The peak of her orgasm would have crested by then, normally, but each time she thought it was going to, another thrust hammered into her body, until a spot of drool was rolling down the side of her cheek and painting her pillow with the evidence of how much pleasure she felt.

If he keeps this up, I think I might pass out, she worried, but in the throes of orgasm, she could only bite the side of his neck and let out a series of muffled cries, knowing that she'd wake the whole building if she was allowed to freely express her passions. I don't know where you learned to do this, Baxter...but I've got someone to thank, no doubt.

As much as everything about the act thus far was a mystery to her, there was an even greater surprise to be had when the teddy finally eased back.

It made perfect sense to Meredith that he'd need a break after such a lengthy, impressive run of thrusts, but as he shrugged her trembling, weakened limbs from his body, she found herself shocked yet again: this time by the ease with which Baxter gripped her hips and turned her entire figure onto her side.

She _could_have tried to resist him, but as she felt his strength turning her that much further, she willfully rolled onto her knees, working along with him and lifting the long, thin flesh of her tail from his view.

"...You always make it...s-so easy for me," she whispered, looking back over her shoulder with a lust drunk stare and a second, but final wind of sensuality about her. "Least I can do is r-return the favor, right?"

Even if she hadn't been so easy to take, Baxter would have moved forward all the same, finding her body too pleasurable a thing to leave to waste.

He was content to test out his new abilities, and he had a willing vector for them, but he was harboring one more secret from the already satisfied mouse...and there was only one way that he could think to share it with her.

Everything picked up right where the first round left off, with Baxter displaying an impressive sense of dominance over the lucky mouse: he stood behind her, finding that her lifted rump was just shy of being the perfect height for him to easily penetrate...but a quick yank on the base of her tail fixed all of that, while forcing Meredith to bury her face in the pillow.

"Fuck...w-why does that feel s-so good?" she wondered aloud, though every word was poured into the cushion of her pillow, keeping the neighbors on either side of her from guessing what she was up to. "Oh, o-oh fuck...Baxter...quit rubbing it like that...p-please...please just shove it in!"

Her previous hesitance was melted away by the sheer bliss of her first release; there was no more concern with the possibility of the act itself, as Meredith looked forward to the next climax to be pushed from her body.

All it took was a subtle adjustment and a quick, dipping thrust from Baxter to properly mount the tiny mouse. One arm slid down the side of her hip and right into place, hooking under her slender torso and making absolutely sure that she wasn't going to go anywhere, now that the full, wonderful length was buried in her capable womanhood.

That extra inch that she was so desperate for was like a dream come true, and even one pass with it was enough to leave her right back at the edge of release, as if her body had completely ignored the need for a break.

"You're...r-ruining me..." she whispered, feeling as though she'd be torn in half if he were able to reach any further...but that place where he was, filling her to such perfection that his cock seemed to be made for her, was akin to her own personal heaven, brought to her on Earth. "But if you stop now, I...oooohfuck...I won't b-be able to stand it!"

She was worried that Baxter might be the strong, silent and _devious_type, but thus far, he'd given no clue that he was planned to slow down.

Locked in as he was, he was pumping and pushing into her backside with each thrust, forcing her face further and further into the comforting embrace of the pillow and wearing down her endurance as he moved.

It was only a matter of time before he joined her in the depths of an overwhelming climax, but that was the very secret that Baxter was keeping from Meredith...and without a voice to properly convey the same, there was only one way for the quivering mouse to experience that final surprise.

The internal throb that came first was such a perfect replication of a real cock that Meredith felt new warmth creeping about inside of her, as if blood was rushing through Baxter's body and flooding his every nerve ending with greater sensitivity...but as pleasant as that spreading heat was, it paled in comparison to the weight and volume of what followed.

His body crashed into hers time and time again, pounding her from behind and cementing his place as the dominant party in the bedroom; there was yet one way to prove his point beyond that , and the first gush of full, delightful seed erupted within the mouse, forcing her entire, trembling form to go still for a moment.

_He just came inside...Baxter just came inside me...how? I didn't even know he could...but he's flooding me with cum...holy fuck...how is there that much? _

Her thoughts were a runaway train of perversion, and the outward display of the same came in the form of a wide, silly grin and a wiggling of her backside as she showed her lover just how eager she was to feel his seed pouring into her passage. Her womb was utterly flooded by the first gush, but the false toy attached to the teddy bear was seemingly bottomless: even when she could feel the excess spilling from her stretched, tired petals and dripping over her thighs, another fresh, full gush replaced it.

A tiny, slim belly was beginning to inflate just the tiniest bit in a reflection of how well she'd been bred, and just how much of her lover's yield she continued to carry.

The last of it was still pouring inside of her when she tried to cry out her declaration of her second climax; she found that no words could come from her lips.

**

"Huh... whaaa?!"

She couldn't help a strange, gasping moan as she came to, but the sound passed quickly enough that no one else would have heard it, even through the walls: Meredith was rather fortunate for that.

A coating of warm, fresh moisture was sitting on the sheets, right between her thighs. She'd fallen asleep with her ass lifted and her head down, and sweat still coated the pillow where her cheek was resting.

It was hardly a restful sleep, and when she slumped down fully against the mattress, her backside was deliciously sore...but a quick turn of her head revealed Baxter in his usual spot, sitting by her side and watching her rest.

The very same strap-on that she'd felt pouring a load of virile cum into her body was still attached, but the personality was gone from the teddy bear. He'd returned to normal, and with a giggle, Meredith realized that the whole thing was a dream, though that took nothing away from how completely her body believed it had been fucked.

Reaching out with a quivering arm and tugging the teddy into her barren chest, Meredith pressed an affectionate kiss between his ears and clenched him tight, eager to get right back to where they left off.

"Good boy," she whispered to him, hoping it might inspire a repeat performance in their next mutual dream.