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Hello! This is the third part of my Tomboy series. A bit shorter than the others, as it turns out. Work and studies have been keeping me busy but I want to continue this story and see where it ends up._ There will be at least one other part after this one. Let me know if you'd like to see more of these characters and their relationship or if you'd like me to write something new :3_

They got back to Max's student apartment without freezing to death, if barely. The chilly night air had turned into what felt like the inside of a freezer as they drove down from the forest on the bike, their clothes and fur still damp from their swim. Then they got to his apartment building Max barely felt his fingers as he rummaged in his pocket for the keys and had to make several attempts at getting it into the keyhole before he got it into the lock of the apartment door.

Once inside he offered Sam some chips to eat - not much, but that was what he had at hand. He mainly lived off snacks and leftover sandwiches from the café bought with the employee discount. They huddled up closely as they ate, trying to get warm again. The day had been long and when they had finished the bag Max felt the exhaustion of the day creep up upon him. Sam's body heat had helped him regain some of his own and he felt safe snuggled up against her golden fur. His fur was thicker however and he had an easier time than her warming up after the trip. Soon the lioness put an arm around him, pressing his smaller body into hers to get as much warmth from him as possible.

"Y-you are so warm! L-like a little radiator!" She said, her voice shuddering. Max just held onto her, and soon found himself drifting off.

***

He must have gone out as a light. When he woke up the sun shone in through his bedroom window onto his face, warming him up. At first he got disorientated before realizing he was in his bed, stripped down to his undies. He never remembered going to bed. A low purring from behind him made him jump, and as he came to he felt short, coarse fur against his back. Then the events of the day before came back to him, bit by bit.

She must have carried me, he realized, feeling himself blushing at the thought. And undressed me. They were spooning, her large frame wrapped around his smaller one, her powerful arm laying across his chest possessively and her tail curled around his legs. He felt her hot breath on his neck and the fur there felt a little damp. He soon realized why when her coarse tongue suddenly licked his neck, sending shivers down his spine.

She is grooming me in her sleep!

His cock, having had some time to recover from the prolonged erections the day before, inevitably started to swell. He just couldn't help himself when she was this close. She moved a few inches in her sleep and he felt the unmistakable texture of her hard nipples against his back. She seemed to have stripped down to her undies as well. Minus the bra, of course. He wasn't surprised. She seemed to enjoy the liberating feeling of being topless. Not that he mind. He squirmed a bit, trying to get into a position that would be comfortable for his growing cock. Then he felt claws against his chest as the sleeping lioness pulled him in, unwilling to let go of her pray. The brown rat gave a short yelp, more out of surprise than pain. Sam gasped as she woke up.

"Ooh! Uuh... Shit, sorry," she mumbled sleepily. She instantly seemed to be aware of what she had done and Max suspected that it wasn't the first time in her life it had happened. "Did I hurt you?"

"No," Max said. "Didn't break the skin. It's okay." Sam relaxed.

"Good. I can get a little... greedy in my sleep. Can't help it."

Max couldn't help but to stifle a giggle. "Well I'm glad you seem to enjoy me. Am I tasty too?"

"Oh..." She actually sounded embarrassed. That's a first. "I've been licking you. Heh, sorry."

"I don't mind! Felt nice."

"Good." She started purring again. Then, after a few seconds of hesitation, he felt her tongue on his fur. Max sighed from happiness.

"You are tasty," she purred, letting her paws roam across his chest. He couldn't help but to reach back and stroke her thigh, feeling her powerful muscles. In response to his touch, she put the leg around him and used it to pull him even closer.

"Seems like you're greedy when you're awake as well." Max mumbled.

"Need some space?"

"No. I like when you get possessive. Makes me feel wanted."

Sam stopped her grooming for a second and Max wondered if he had said too much. Then she leaned in and whispered into his ear.

"You like it when the cat plays with her food?" He shivered and nodded slowly. She nibbled his ear in response, making him gasp. He was so preoccupied with the arousing pain of her sharp teeth pressing down on the sensitive skin of his ear that he didn't notice her paw until it was halfway in under his underwear. The suddenness of the intimate touch shocked him. That kind of touch was still very much a novelty for him, and as he felt the soft paw pads of her fingers on his balls he felt a flutter in his belly. She scratched the skin of his ballsack lighty, and he felt his balls flex. Then she reached down and took them in her paw. She prodded and felt him up - playing with them as if they were her own personal toys. His shaky gasps turned into moans as her treatment of his testes made his entire body tingle in a way that felt intimate and way more sensual than the quick encounters the day before. His own paws gripped the sheets as he tried to relax and give in to her power.

"These big things belong to me now," she purred in his ear. "They are my little cum-makers." His balls tried to tighten and pull up when her words sent jolts of pleasure down his spine, but she held them in a firm but gentle grip. It was almost as if everything she did and said had a direct route to the pleasure center of his brain. "Would you like that? To be my little toy?" She continued. Max just nodded, not trusting his voice to hold. She pressed herself harder against him, and he felt her stiff nipples against his back.

In spite of their size difference his balls barely fit in her paw. They rolled across her fingers as she played with them and she soon began playing around with his sack too, pinching it between her fingers and pulled on it until the skin stretched out as far as it could go before releasing him. He inhaled sharply and felt himself leak precum and stain his undies, belly and Sam's arm.

"You're so easily aroused dude" Sam said with a giggle, breaking character with her seductive persona. "These poor guys must be full all the time." Again, Max just nodded. "Well let's see if we can't do something about that. That's what friends are for, right?"

Then he felt her hand leave his balls and caress the base of his cock. She rubbed his shaft affectionately with the tips of her fingers before slowly enveloping it with her paw, making him groan as his leaking cock finally got to experience her touch again. The fun they had the night before didn't seem to have calmed his arousal at all, even though it at the time had felt as if he'd cum hard enough to keep him flaccid for a month. In fact, the frequent erections he had had around Sam since yesterday had caused his cock to ache a bit - not that it kept it from going rock hard just from sleeping close to her.

"Uughng!" He couldn't hold back a moan as her slow, sensual jerking motions coaxed precum out of him. She was careful not to jerk too fast or to touch his glans - she was trying to make him last a little bit longer. His body wanted to squirm and shiver from the pleasure, but she held him in a firm grip, squeezing his body to hers.

"Thaaat's right" Sam whispered. "I'm gonna milk every drop out of you." He gasped and his cock jerked as her words sent shivers through his spine again. He felt her paw become slippery from the amount of precum that ran down his shaft in a steady stream, beginning to act as natural lube.

It was a blissful short moment of jerking before Max felt his overeager balls pull up. She played his body like an instrument, and he felt more tension and pressure for every little caress and movement she made. Her pressing him into the softness of her breasts didn't help either. Before he knew it he was in real danger of making a huge mess in his underwear that still covered his crotch.

"C-close..." he said pathetically. "I can't hold it." To his surprise she released him then, pulled her paw away and pulled his boxers down, leaving his cock throbbing in the air.

"Turn over on your back," Sam said. "There's something I want to do." He obeyed, trying to breathe calmly when he moved his shaky body. He laid down on his back, his erect cock making a tent out of his undies, a big wet spot of precum staining them where the glans met the fabric. He was rewarded with the sight of her laying on her side beside him. Her head rested on her paw while the other stroked his chest gently. The curve of her hips and swell of her breasts was a beautiful sight, almost too beautiful for the sensitive rat who still hoovered on the edge of ruining his boxers. . Her golden fur shon in the places where the sunlight peeked through the windows, creating spots and stripes of sharp yellow light on her.

"I kinda owe you one," she said, flashing him a toothy smile. "May I?" Max swallowed hard and nodded. She beamed at him and sat up slowly - too slowly for his eager cock, threatening to blast spunk through the boxers into the ceiling before Sam even got close. She scooched down a bit until she was level with his pelvis. She slowly slid his boxers of him exposing his thick tool, careful not to cause any unnecessary stimulation and give him time to calm down. Positioned at his side, she sat on her knees and he got to enjoy her in profile, her thick legs, chubby tummy and big breasts creating a beautiful, curvy image before him. She looked at him with her green eyes and an excited, mischievous look in her face he recognized - one that told him she was about to show him something really fucking awesome.

Then she bent over him, her head heading down toward his throbbing cock. Her green eyes left him and looked down at his tool, leaking and throbbing uncontrollably under her gaze. She bent down and sniffed it, licking her lips in anticipation. He felt her exhale, a rush of warm air blowing on his sensitive gland and had to grip the sheets to control himself. His heart beat so fast in his chest it made him dizzy.

She moved a bit as she made herself comfy, her breasts grazing his knees as her movement made them sway. Her stiff dark nipples dragged across his skin. The sight was incredible. Her breasts were big and heavy, and he was in awe of how far down they reached when she bent over, gravity pulling on them and making them swing under her like pendulums at her slightest movement.

"Time for your first blowjob, buddy," Sam said, a teasing smile on her face. She opened her mouth, extending her tongue, and then she enveloped him.

He knew then that he didn't stand a chance.

Her tongue was coarse and she dragged it gently across the underside of his dick, the sensation far too intense for his virgin cock. The warmth and wetness of her mouth was like nothing he'd ever felt before, and when he hit the soft roof of her mouth and she gently sucked on him, he couldn't hold back his moan.

"Hnngh-aahh! God!" He'd guessed that it would feel good - but this? His paws balled up into fists and every new sensation forced a girly moan past his lips. He sounded like a little slut, and he didn't even care. He was in heaven. Her warm maw suckled him gently, and he had lost all control of his body to her. She slowly pushed her head down, pulling back his foreskin with her lips and exposing the head of his cock to her soft maw. His eyes rolled back, and she pulled up again. His involuntary squirming made her put a paw on his tummy to keep him still, even though he barely noticed. The huge tension in his body took all of his attention, and he felt like a dam about to burst. He didn't even attempt to thrust, his sensitive body already being stimulated to the breaking point. It felt like he risked bursting if he moved even an inch and was just about to say something.

Then she bobbed her head one more, and it was all over.

He had no time to warn her - he inhaled sharply as the sensation crashed over him, rendering him mute. His dick jumped with such force that it even surprised Sam, who stubbornly held onto it with lips and tongue. The first spurts of cum struck the roof of her mouth so hard it must have hurt a little. Stars danced before Max's eyes as he was lost to an orgasm that made him feel like he was about to explode into a million pieces.

The volume of the first spurts were huge and Sam's mouth filled up so fast she had to swallow after every throb. He could hear her gulp and make little surprised noises and the extent of his orgasm dawned on her.

The sensation of cumming in Sam's soft mouth was like heaven, and he thought that nothing could rival the experience. Then he felt her swallowing his warm cum, massaging his cock as she did by gently suckling at him. A wordless, desperate moan rose from his lips. He had never felt anything like this, not even yesterday when she jerked him off. The stars danced in front of his eyes and every stroke of her tongue and movement of her jaw muscles forced another pathetic whine out of him and caused his legs to shake.

"Saaaam..!" he whimpered at last, when he regained a modicum of control. She just kept sucking him, kept swallowing all he had to give. It seemed to him he had found some unlimited source within him, and it felt as if he might never be able to stop. His big balls jumped under Sam's chin, contracting with each new spurt, feeding her fresh cum every other second. He thought the sensation would die down after hitting his peak, but the pleasure continued for what might have been a full minute. It was without a doubt the longest most mind shattering orgasm he ever had.

Eventually, after what felt like an eternity, the flow of cum began to die down. His cock never did though, it stayed as hard as before - he suspected it was impossible for a cock as sensitive as his to be flaccid while inside her mouth, feeling her coarse tongue pressed up against his cock.

"Aah...Ahh..." He caught his breath in between each throb, his now cum dribbling out in drawn out aftershocks rather than in floods. The movements of her mouth still felt so good that he had to squeal as he gave her that last of his seed, his ejaculation finally over. She hadn't bobbed her head even a little during his orgasm - she could read him as a book and knew that the stimulation would have been too much for him. She had just held on, his cock halfway in her mouth, massaging it gently between her tongue and her cheeks. As he came down from his orgasm down even those miniscule movements became too much for his sensitive tool, however.

"A-Aah! Sam...!" He moaned helplessly, his body twitching as the post orgasmic oversensitivity set in. She opened her eyes for the first time in a while, and with a teasing smirk she cruelly dragged the barbs of her tongue along the head of his dick as she pulled up and left his cock alone.

"Aaauh!" To his embarrassment the overstimulation made him shriek in a loud, high pitched voice.

"Sorry," she said, panting as she was finally able to breathe unhindered. "Couldn't resist." She crawled up on top of him, her breasts dragging across his belly and chest. Before he could react she had pressed her dark lips against his and soon the barbed tounge that had been torturing his cock was pushing against his own instead. With it came the taste of her, and the taste of his own seed still in her mouth. He whimpered and quaked as the sensation sparked something in him and prolonged the aftershocks of his orgasm. The move had been sudden and dominant, making him feel small and submissive - and being a huge turn on at the same time.

She had just made him taste his own cum, and he'd liked it. It seemed as if she had a gift of bringing out sides of his he never knew existed. He felt as if he was melting into her, her larger frame on top of him, pressing him down into the mattress. Rather than stressing him out, being pinned by the big lioness made him relaxed and content on some deep, subconscious level. He wanted that moment to last forever, but eventually she had to break the kiss to take a deep breath.

"Thank you for the breakfast," she said. "I think that might have been the biggest load I've ever swallowed."

Max looked up at her, feeling a bit of admiration for her. He didn't know how much of what had just happened was Sam's skill and how much of it had been his lack of experience - but it sure felt like she was some kind of sex goddess..

"Anytime," Max panted. He was out of breath as well, trying to regain full control of his body after the intense experience.

"How was your first blowjob?" Sam asked, smirking at him just enough that one of her fangs showed - making Max think of how skillful she had been to not let her sharp teeth touch him.

He laughed.

"Incredible" he said, not being able to think of a better word to describe it. "Was the best thing I've... ever felt. I dunno what to say."

"Aww. I'm honored."

"Wish I could have lasted longer tho."

"Nah! It's so fun watching you squirm!" Sam teased. " Little ray boy, trying so hard to hold your cum. It's kind of adorable." Max blushed. "Makes me wonder how fast you'd blow if I made you hold it for a few days. Maybe you'd cum in your pants?" she said, sharp teeth gleaming in the sunlight.

"Y-you wouldn't do that!" he gasped, feeling himself blush. Mostly because he suspected that she was right, he'd be like a loaded gun. He always jerked off at least once a day, his big productive balls always building up pressure and causing him to need release as often as possible. He could almost feel the ache just thinking about a prolonged period of abstinence..

"We'll see," she said with a grin. Then she leaned in and whispered: "I'll only force you if you're into it, Max." That sent shivers down his spine. Maybe it wasn't such a bad idea after all. His stubborn erection throbbed in spite of the huge release he just had.

"Let me go down on you?" he asked hopefully.

"Nope!" She said with a smile, getting up from him suddenly, grabbing her undies from the floor. Max felt cold and lonely when she retreated, but the beautiful vision of a nude lioness getting dressed in front of him made up for it. She was all bulging muscles and soft curves at the same time, and the yellow morning light on her golden fur made her look like a woman from a risqué renaissance painting.

"I've got band practice!" Sam declared "I actually kinda counted on you being fast." She turned around towards him, only dressed in panties, and put her tongue out at him. "I got so into this whole... thing I kinda forgot about the band." She picked up her skull and bones - patterned bra and reined in the huge swaying mammaries, pushing them into a prison of cloth and pressing them up against her chest. It felt a little sad, as silly as it was. Max loved the sight of them being free and out in the open.

"I texted Audrey about you yesterday after you fell asleep, '' she said as she pulled her tank top over her head. Max felt a small stab in his gut. The opossum girl had looked almost as tough as Sam herself. And now she knew that he had been intimate with his girlfriend. What if she'd hate him for it?

"She...does she know?" he asked.

"Of course! We've agreed to always share the juicy deets with each other when we find someone to fuck."

Max's face felt like it was on fire. Sam looked at him. "What?" He looked away, a hurt look on his face.

"Oh... did you want me to keep it a secret?" Sam asked with a grimace. " I'm sorry. But she is my girlfriend, you know? I gotta be able to tell her about stuff like this."

Max didn't know how to feel about that. The thought of Sam talking with someone, even if it was her girlfriend, about his shortcomings in bed felt humiliating. He could see Audrey in his mind's eye, snickering at him and talking about his lack of stamina behind his back.

"Even about my.. You know, that I'm quick?" Sam was quiet for a few moments.

"Max... I really had a great time yesterday. And just now. You are not a bad lover just because you're quick. I might have mentioned it to her, yeah, but mostly because of how hot it was."

"I don't know her," Max said, hating how vulnerable he sounded. Sam sighed and walked up to him, dropping down to her knees beside the bed to get down to his level. For a moment he thought he'd pissed her off. But when she spoke her voice was as soft as ever.

"Max, you know me. You really think I'd be together with some judgmental bitch? I'd never be with someone who'd bully my buddy Max. But look - if you want me to be more discreet about the details from now on, I'm sure she would understand." She smiled at him, for once with warmth instead of mischievousness.

Max closed his eyes and calmed himself. He couldn't be upset with her, not really. He'd known she had an open relationship with Audrey even before they skinny dipped together down by the lake. He couldn't really demand that she shut out her partner of her sexual adventures. Well, he could - but he realized that he didn't want to. He didn't want to be the guy that demanded things from her in any way.

"It's ok," he said quietly. "If you trust her to be discreet than I do too." She beamed at him, leaned in and kissed him on his forehead before giving him a hug. He borrowed his face into her fur and closed his eyes, listening to her purr.

"Speaking of Audrey ... I know this might be fast," she said after a while, still holding him in a warm embrace. "She is kind of... curious about you."

"Huh?"

"I think she got a little turned on by what I texted her."

They broke the hug and looked at each other. Max tried to look for signs of her joking around, but she seemed dead serious.

"W... but..."

"Like I said, maybe it's a bit forward" she looked a little embarrassed. "Just tell me if you feel uncomfortable with it, I'd understand. But if you want, maybe... we could hang out together next time? All three of us? Again, totally okay if you'd rather take it easy and slow."

"I..." Max was at a loss for words. "But... does... is she into guys?" was all he could think of to say.

"Some of them. If they are cute. What did you think of her? You're into punky tomboys, right?" she said with a smirk, and he blushed again.

"I mean... yeah..."

"Okay. Then there is one more thing I gotta ask. How would you feel about, say... a punky tomboy with a cock?"

"...what?"

To be continued