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Disclaimer- You find yourself at the beginning of a particular bit of erotic fiction. Finding that you are not eighteen years of age (or whatever the legal age for viewing pornography is) you decide to turn back. What? You're older? Oh, then you decide to turn back because it involves transformation, anthropomorphic animals, and kinky sex. Really? Still not dissuaded? I guess if that won't turn you away then nothing will. God speed and good reading.

A Musky Lesson for a Ladies Man

Richard padded into the living room, feeling a little giddy; naughty even. His pawed hand tightened against the slick red toy in his palm, caressing the smooth silicone as he made his way to the classy looking overstuffed leather sofa he had seen on the way in. As he sat down his tail thumped against the supple surface, it was surprisingly soft.

Having a time limit made this exciting, he glanced up to the clock on the mantle above the fireplace. The minute hand clicked onto the big five as his hand reached down, sifting through the silken hair of his tummy and beginning to rub gently against his clit. He squirmed at the first contact; it was electric, reminding him of Breshka's soft fingers, and her warm body against his. Only thirty five minutes left.

He licked his lips as he ran the tip of the bright red toy around his soft pink lower lips. Stroking it up and down, breathing heavily as he became wet, the toy glistening even brighter as he thought about Breshka's tongue. Bouncing slightly, his new breasts settled as he bucked his hips, letting his tongue slip out the side of his mouth, panting, happy.

After running over his slit in several sensuous strokes, he pushed the tip of it inside, parting the petals of his deflowered femininity as he let it rest against the clinging entrance to himself. The pleasure was so intense. He hadn't really thought about how to pleasure himself before, not like this, not making sure that everything, every sensation, was perfect. He felt like some kind of connoisseur.

Shoulders tensing, he pushed in and the tip pressed against his orifice, sliding slowly in, widening shaft stretching his labia open as his breath caught in his throat. He let himself relax, toy sliding gently back until he tensed again, and pushed deeper into his clenching confines until he reeled back in a pleasured bark of happiness. Even though no one was with him, the fur on his cheeks rose in a blush at making such a dog-like noise.

One arm pumped deeper inside of him as his other paw rotated against his clit, occasionally running two paw pads against his stretching folds, he built up a rhythm. Pushing, straining, clenching as he entered himself deeper; and then sighing, loosening, relaxing as he slid out, and in, and out. It was almost hypnotic how good it felt. He writhed around, furry body jostling against the sofa as his tail beat out a pleasured tattoo beside him.

He squeaked as the large knot bumped up against him. Was he really this far already? Pulling gently, he twisted the thick shaft inside of him, just as Breshka had, and his fleshy pink tongue lapped up in front of his face on its own accord as he let the bulb stretch him slightly just brushing the bottom of his clit.

Straining against the bump, he groaned as it stretched him wider. It was tight, too tight. He salivated as he thought of last night, and the deep connection they had shared; however, now? by himself? He pushed in hard and whined slightly at the pain of spreading himself so wide. Perhaps there was some trick to it. . . He could get Breshka to show him before he left, before he changed back, before it wouldn't really matter anymore. . .

Letting the crimson shaft slide out of himself, he sighed. This had been really good. There was a wet noise as he pulled the tip out past his lips and felt himself clench closed behind it. He sighed and leaned back on the soft leather couch, spreading his legs, and smelling his own arousal on the toy in his hand. Gah, he'd miss not smelling things, the tangy acrid scent of his own lust. He let his soft tongue stroke up the smooth shaft as he tasted himself on it, grinning at his own delightful perversity.

Perking up, his pointy ears swiveled around as the handle on the door began to turn. First he started to stand, but, falling back with a grin he held the slick toy out carelessly next to him, and spread his legs, waiting. Breshka was early, but he was ready for her.

"Hey Bresh! We're out of tuna fish . . .oh," was the initial herald that this was not who he expected it to be.

Covering himself with a paw, Richard slammed his legs shut abruptly as someone or something completely unexpected began to stare at him head cocked to the side.

The figure was a little shorter than Bresh, and a little slimmer too in a rather tight tattered sweatshirt.

"So, you, must be Bresh's new friend." Richard watched in abject fascination as the creature's black lips moved, revealing a contrasting pink mouth that matched the wet pink nose. Its muzzle was shorter than Breshka's, and his fur was a glossy pitch black. Two fluffy white bands ran back from above his eyes all the way down the thing's slender neck. To top it all off a long and voluminous tail swished about, protruding from the worn jeans to fluff about behind it, much longer than Richard's that had now curled up between his legs, offering him scant modesty.

"I, uhhh, I'm just waiting for ummm, Breshka so, I'll go wait in her room Sorry!" Richard stood up quickly and made to go towards the hall only to find the humanoid skunk in front of him grinning.

"Nice dildo," it said as it reached forward, seeming delighted as Richard stared horrified at the bright red evidence still in his hand. "I'm Lev. Pleasure to meet 'cha." He reached forward and shook Richard's other hand congenially, "Don't retreat on my account, I'm just Bresh's friendly neighbor and part time user of her kitchen; they kind of skimped on mine."

Richard pawed the ground uneasily as the gregarious skunk continued unabashedly. "She told me about your file, real Casanova eh? You must have payed an arm and a leg, man, but I guess she whipped you in to her preferred type eh?"

"I ummm, It's not like that. I'm leaving. At eleven. I was just. . ." Richard stammered, backpedaling towards the couch.

"Awwww, don't be so modest," Lev walked towards him, tail curled up and just barely brushing against the ground. "Breshka is good. I've seen her work, and she knows her shit." He grinned up at Richard. "But if she's going to change you back, then what are you going to do when you get home?" his lips made a mocking pout as he walked closer, into Richard's personal space.

"Wha, what do you mean?" his husky orange legs bumped against the sofa and he tumbled backwards onto it in an ungainly heap, making a barking gasp of surprise.

Laughing, Lev plopped down on the sofa next to him. "What I mean is, aren't you going to miss using that" he pointed to the dildo, "on that." he flicked his finger callously towards Richard's still leaking slit. "And those?" his skunkish white eyebrows rose as he stared at the white mounds and pink nipples that rested on Richard's chest.

"No, I mean, I'm not really into this kind of stuff, I was just ahhh, you know?" Richard was desperately trying to stay afloat in this conversation. "I thought I'd use what I've got until time runs out . . . not that I don't like a little poon, but. . ."

"So you don't really think that your own real body is sexy? What is the world coming to!?" the skunk lifted an ebon paw to his forehead theatrically. "But if you're going to get all you can out of this, then how about you let me help you out? I can show you some things that you can do while you lack those . . . certain parts of yours."

"Dude, I'm not gay," Richard began, falling easily back into his old mindset.

"I'd think that with your situation," Lev's paw shot out and rested on Richard's femininity, "being gay would be the least of your concerns." He chuckled, "In fact, I think that this will be the least gay thing you've ever done, considering your girl on girl romp with Bresh last night. You guys were pretty noisy eh? I could let everyone know about the Richard that's Bresh's bitch . . ."

Where did these people come from anyways!? Thought Richard as he glanced up at the clock. This guy was an asshole. . . perhaps he'd take a leaf out of Breshka's book. "I'll make you a deal. I'll do whatever you want until Breshka shows up, and then you never speak to anyone about any of this. Deal?"

"Done!" Lev bounced up and pushed his face in towards Richard's which flicked back in a moment of surprised disgust as quick black paws smoothly grabbed him and pulled him into a kiss, sliding his legs over him as he straddled him.

Richard made muffled noises of protest as the overly enthusiastic creature forced itself upon him, pushing his orange neck back against the headrest of the sofa. His tongue was softer, slicker than Breshka's, but it slid around with the barely constrained energy of a sugar high child. The put-upon husky was surprised to find the skunk's black chest began to rumble in almost a purr as he moaned into Richard's still shocked silent maw. A musky male scent began to fill the air, cloying and ever-present.

Pulling back, the skunk licked his lips as a strand of spittle split between them. "Delicious," he said looking up into Richard's frowning face. "Awww, come on, you can't say that you didn't like that," his lips drew out his voice into a teasing drone. "How could you tell the difference between a man's mouth and a woman's? Is there some mysterious organ that I'm unaware of or . . .?"

Look, sorry to disappoint, but I'm just not . . . your type," Richard shot back. _God, this guy just doesn't get it. What a fag, h_e thought as he rolled his eyes, white brow-spots raising slightly.

"Don't I get to decide who my type is?" he returned the smirk as he slid down, brushing over husky knees, mischievous eyes looking up as he slipped down past Richard's fuzzy breasts, his whiskers tickled as he pulled himself to his knees at the floor of the couch, his head resting just in front of the still wet folds in front of him.

"I thought you weren't into girls?" the orange husky grinned down at Lev as he felt his hot breath against his exposed flesh. He'd never really gotten more than a lap or two from Breshka, and was still curious about cunnilingus. This wasn't going to be that bad at all.

"Oh, I'm sure I can adjust things to my liking," the sultry skunk smiled as he let his cool pinkish nose rest against the labia in front of him. The smell was acrid and very delicate, not what he was looking for. He wanted something that was deeper, muskier, rounder, and infinitely more appealing he thought as he let his tongue flicker out and trace across Richard's quivering lips. He smiled as he elicited a gasp, and the soft thighs clenched around the sides of his head.

Moaning, Richard leaned his head back and let his tounge loll out of its own accord, curling in pleasure as the sly skunk traced up and down his outer folds. After a few more luscious strokes, the adventurous tongue focused all of its frenetic energy and began to wriggle, drilling against his clit. Explosions of pleasure rocked him as he felt every nerve in his sensitive nub of flesh light up and multiply.

Closing his eyes, Lev wrapped his lips around the pulsing button and began to suck on it, at first gently, and then harder and harder. It was difficult at first as the sensitive nub was almost set into the fleshy wall behind it, but it became easier and easier as each pulling burst of suction drew on longer and more intense, making the white pawed feet under him scrabble against the floor in bliss.

Skunkish hands moved in between the husky's silky thighs and each rested on either side of the feminine slit as his canine head rolled back again in pleasure. They began to knead his flesh, rubbing and pulling in contrasting directions, just hard enough to cause no real pain. Breshka had never been this rough, her hands had been teasing and coy, but gentle. Lev was grasping, mashing' pulling the mailable flesh out and then squeezing it sensuously together.

The supple tongue wrapped around his clit, somehow being able to stimulate more of it than seemed physically possible, but he felt each wet and slick motion of his tongue sliding as he continued to suck. The skunk's needley teeth gently pricked his skin as they tugged lightly on him, it all seemed somehow familiar.

Lev dug his thumbs into Richard's slit, brushing them against the clenching orifice inside before beginning to squeeze, thumbs rubbing him inside, fingers massaging outside, tugging at each side with maddening intensity. As his mouth sucked, his hands tugged and his eyes beamed as the husky's slick flesh grew looser, a few stray hairs beginning to darken under his careful ministrations.

The skunks hands were amazing. They tantalized him from inside and out, seeming to draw his pleasure to unbelievable heights as they rolled about each of his lips independently of the other. He could feel his flesh pull taut, and begin to jostle about. He didn't know a girl could feel anything like this; squeezing soft pawed hands pulling him tight, then pushing in, apart, then together with maddening intensity. Each pull seemed to draw more and more pleasure out of him.

Murring with a deep satisfied noise that made Richard uneasily aroused, Lev began to bob his head ever so slightly. Tongue sliding down the throbbing, darkening skin, his fingers still groped the loosening flesh below him as it developed substance. As the skin became loose and detached, the flesh became tight, but blissfully detached, feeling unbelievable as his white hairs condensed into a shorter, softer black hue.

Richard's nose stood straight into the air, tongue lolling to the side as he could not even begin to cope with the pleasure. Somehow the skunk had pushed further into him? He could feel the delicate paws somehow surrounding his flesh, grabbing each side of his labia separately, but instead of tight stretching he felt a soft and sensual squeeze until each side of his lips began to pulse and churn of their own accord.

A new flavor exploded in Lev's mouth, something slick, salty, and deliciously musky. His tongue slurped at the flavor eagerly as the flesh in his mouth began to throb and twitch. Soon, soon he would need this, but for now he teased as it swelled bigger.

The skunk's smooth palate was somehow rubbing against him, along with the soft sucking lips, the entangling tongue, and the occasional thrill of a gentle nibbling tooth. How was this even possible? He had never felt anything like this unless . . .

Lev felt the loose skin against his chin begin to tighten against the nebulous flesh that it now housed, and, with a reluctant sigh, drew his head back slowly, letting an ebon colored glistening rod of flesh slide out across his tongue as he gave Richard's cute new clenching testes one last squeeze.

A cold strand of spittle snapped back as Richard looked down and his canine jaw hung open in disbelief. Was that his . . . ? It didn't look anything like his manhood, but it throbbed, bobbing slightly with his heart beat. It was a glistening, thick black shaft that ended in a flat chiseled head. The monstrous member rose up out of a velveteen pouch with a dark furry sheath concealing the base.

His paw moved of its own accord, pressing against where his labia used to lie, feeling only his soft sensuous sack filled with his churning testes. A hand rose up to stroke his new member, pausing in the air. He was dimly aware of a rustling noise in front of him, but his eyes were fixated.

"Awww, you don't want to do that yet!" a fuzzy black paw intercepted Richard's own white padded one.

"Wha, How?" Richard panted. He desperately desired release, his hips bucked slightly of their own accord. His eyes rose up to meet Lev's yellow stare, and then down to his body. The skunk's shirt and jeans were tossed in a heap beside him. His fluffy body was bare except for a violently orange thong that cradled his testes as the tip of his pink member was beginning to show from his animalistic sheath.

"Don't worry about how, just think about feeling it." He slid a smooth paw up the side of Richard's throbbing black cock causing the confused husky to whine in pleasure. "It's so dark, and slick, and throbbing, and smooooooth," Lev punctuated each word by walking his finger's up the rock hard length teasingly.

"Ahh, don't," Richard began to feebly protest. He could smell a deep musk in the air, something rich and round. It invaded his senses, distracting his nose in a tantalizing fashion.

"Just say if you want me to stop," the skunk replied giddily, quickly removing his paw pads from the black spire of flesh. "But I can assure you, I know what I'm doing, and I can do things to your body that will make you moan." He put his thumbs into the sides of his offensively orange undies and began to slide them down slowly. Turning with a flowing motion and letting Richard get a full view of his pink tail-hole and soft dark velveteen taint.

It was disgusting. But that smell just seemed to get stronger, and even if he didn't touch it, his cock throbbed harder, demanding attention. He watched Lev's anus stretch as his luxuriously long tail swayed seductively. Licking his lips, he couldn't stop watching even as the skunk finished his sinuous pirouette and stood facing him; tapered pink erection beginning to swell. What would it feel like, to be inside of something so soft looking, smooth, deep, musky . . .

Lev stepped forward and leaned in to Richard's fluffy white and orange ear. "I can smell you too," he said as he ground his hips forward. "It's sexy." He pressed until their furry sacks pressed against each other and the Husky huffed as their dicks pulsed, quivering next to one another.

Moaning, Richard could feel the skunk's heart beat against the throbbing of his needy erection. A deft black paw wrapped around the bases of their members squeezed them together, hard. The sensation was electric, their hot flesh being squeezed together, every twinge or twitch transmuted directly to in a ying-yang of pink and black flesh.

Black fur began to radiate down his groin, white fading to gray that slid in to silky midnight as it moved down his thighs, that brushed together as the hand connecting their members began to stroke. Grasping tightly, and slowly, tortuously, pulling upwards pulling the taut ebon and fleshy peach skin upwards until Lev clenched their tips together in his fist. His fingers tensed, and Richard gasped as the sensation flooded into him. He never knew that his . . . or a penis could be so sensitive.

"Mmmm, I like this," Lev crooned in a sultry voice. His hand pulled down between them, and his bright eyes watched the Husky's face cringe in pleasure as his tail beat against the soft leather of the sofa. "I think you might too. You're so warm, slick, throbbing . . ." his strokes began to quicken with his words as their balls were mashed tighter together with a thrust of his hips.

The orange of Richard's legs was dissolving into a black morass of soft fur while his legs lost some of their bulk but gained sinewy muscle. The distinction between dense orange and white was fading into a sheet of solid soft blackness. His toes clenched as they began to haltingly lengthen, becoming flatter, but much broader than before, pads darkening along with his fur. The brownish claws took on a glossy black and gained cute points that scraped against the floor. Soon, from the waist down Richard was nothing but midnight black. Lev stroked his free hand through the new hair on his thighs with a pleasured exhalation.

With a long drawn out upward stroke, Lev let their members go, letting a strand of pre connect both throbbing rods before pulling back, licking his finger clean like it was the most delicious thing known to mankind. "I bet you can smell me, huh?" The Mesphistian menace beamed down at Richard who still sat on the sofa, eyes trying to avoid staring at the shameless pink member and soft black testes in front of him while his mind tried to ignore his own penis' throbbing as his testicles rested on the edge of the couch.

"No, I mean, uhh . . ." Richard began. It was everything he could do to stop himself from stroking his member in front of this all too curious audience.

"No!?" Lev gasped in an overly shocked manner, hand-paws resting on his furry cheeks. "Then I guess I'm going to have to test your sniffer then," He opened his steamy muzzle, leaned down, and began to ravage Richard's moist canine nose. First was a salvo of sloppy licks, but then Lev opened his mouth wide and actually took the whole end of the bewildered husky's muzzle into his waiting mouth.

Richard's eyes expanded as he could feel every balmy breath that Lev took. They shared air as the crafty black and white face stared into his cold blue eyes. It was odd, the more the skunk lapped, the closer their faces seemed to grow together, until, with a gasp, the pleased Lev drew back his face, taking a moment to inspect Richard's new blunter muzzle, white stripe running back behind his slick black nose.

Lev slid his tongue across the corner of the once orange husky's lips where it slid in and brushed against his teeth as they began to sharpen slightly, massive canines diminishing into more needle like teeth. As their tongues entwined Richard felt his own long tongue become softer, developing a velveteen coating as an unseen wave of black pigmentation left his mouth a sucking ebon pit intermingling with Lev's pink and fleshy maw.

As their eyes closed, Lev's hands began to rub against Richard's temples, coaxing his short tufts of fur longer, darker, claws scraping across the white stripe that was developing that ran all the way down to his neck. Delicate hands grasped and massaged his ears as they became slightly more rounded, night black with cute white tufts on the inside.

Soon the faces on the embraced lovers were nearly identical save for Lev's pink nose pressed tightly against Richard's black and panting one. As Lev broke the kiss and slid backward, Richard opened his eyes and panted in a great gasping breath.

It nearly overloaded his senses.

The ambient smells in the room had all but dissolved, but now he could smell Lev. Every morsel of raw masculine energy rounded into an intoxicatingly potent cloying odor. He closed his eyes and just sniffed, mind lost in the wonderland of smell. He felt Lev get up, and heard a faint swishing, but the mindbogglingly delicious odor only seemed to get stronger. His black tongue licked up across his jet nose as if trying to taste the glorious smell, but he recoiled in shock at what his ignored eyes saw.

Lev was bent over in front of him, supple ass raised, tail waiving as his anus contracted with sultry tugs. His head stared at him, from between his lithe legs, upside down under his soft and fuzzy sack. "Can you smell me now?" his inverted face grinned as he shook himself invitingly.

All Richard could do was nod. His white furred hands clenched and unclenched against the thick leather of the sofa. He wasn't in to this kind of thing. He didn't think the male body was beautiful, but . . . this was. Every inch was so desirable, graspable, teasable . . . His face betrayed his conflicting emotions as Lev turned back around.

"Still not convinced eh?" he began to spin, rising gracefully with a swish of his tail. "Well, let's get you more acquainted with yourself before we really get into this then." Lev dropped to his knees in front of Richard once again.

Without the musky tail waving in his face, Richard managed to begin, "What do you mean acquainted. . ." before he cut off his words with a hissing intake of breath as Lev's tongue began ravishing his exposed anus, stroking across the outside as the ring of muscle clenched at the sudden apparition of the smooth slick fleshy tongue, gradually changing his pink clenching passage into a deep black grasping abyss.

The washes of pressure he felt reminded him of his last night with Breshka. This couldn't be all that different Richard thought, desperately trying to legitimize his pleasure. Suddenly the lashing tongue calmed, and simply rest on his quivering hole, Richard relaxed as he felt the warm flesh's heat sink into him before it tensed, and slipped inside of him.

Letting loose a murf of pleasure, he grabbed Lev's head in his paws, not knowing whether to push him away or pull him in to fill him more. Where his white furred paws connected to the busy muzzle, black fur began to creep up his arms, brown pads fading to pitch black.

Pink flesh slid in and out of him, lapping at his insides, he didn't have time to be disgusted as the tongue twisted expertly and he could feel the hot breath of the lither male against his dangling testes.

As suddenly as it had slipped in, Lev's wet tongue slid out of him, leaving him feeling oddly empty. As the slip of flesh left, a firm paw pressed against his backside, massaging his well lubricated hole. "Now , we're almost to the best part of being skunky," Lev posited, before he tenderly slid his middle digit inside of Richard's black clenching confines.

It was bigger than the tongue, and Richard groaned as it slipped past his clenching sphincter, but Lev was too good to let the pain outweigh the pleasure. As soon as it was inside of him the skunk began to clench his finger to the side rhythmically. At first the sensation was odd, not really pleasurable but Richard felt something plump up inside of him, just where the finger was tugging.

As one finger tugged from the inside, Lev's free hand tugged on Richard's tail from without. It crackled as it stretched out and longer, fluffier black hair subsumed it. A vivid white double stripe was visible on the top as it grew long enough to brush Lev's bobbing pink member which made him moan, a sound that was more attractive than it had any right to be.

"You see, skunks are a little more, shall we say, sensitive than most. We have, what you might call, glands that others don't." his finger pulsed and Richard gasped at the new sensation, tight and sensitive, inside of him. "This is only half of the fun too," Lev smiled as he rotated his middle finger one hundred and eighty degrees. Making Richard yowl in pleasure before tugging on the opposite side of his inner walls.

Richard was barely able to keep his head above the pleasure engulfing him. "Glands? What does that even . . ." his speech hissed into pleasured silence as Lev's fervent pulsing started to once again rub against something amazing inside of him that was not there before. He could feel both plumped sides of his anus contract against the wriggling finger and his penis bobbed in stark attention with every twist inside of him.

"Just make sure you don't tense up too much . . . And of course you have that erogenous zone that all guys have," Lev stated with almost mock calmness as he shoved his pink padded finger all the way into the black passage, past the throbbing side swellings, slowly pressing down.

All of the sudden, the pressure was intense. This was no longer teasing. He needed to cum so badly. Richard's hips bucked involuntarily as his tense member shot out a blurt of clear pre that dribbled down the side. His teeth clacked shut, as the muscles on his neck tensed, he let out a crooning ululation. It felt too good.

As soon as it had come though the undeniable pressure was relieved. Lev's halting hand jerked on his tail as it gave a few last snaps, fluffing into a voluminous dual striped form as it snaked in between Lev's kneeling legs. He squirmed in pleasure as it brushed against his testes and swished around the air next to his pink and clenching tail-hole. Lev swirled his thumb against the tight black anus one last time before standing up, letting the fluffy tail slip through his fingers as he looked down at Richard's spread form.

The panting figure's jet hands rested along the top of the sofa, dusky arms spread to each side, still clenched in echos of the previously unfelt pleasure. His legs were solid coal black, with sharp claws that had scraped against the hardwood flooring. A long tail bloomed out from under his tight ass, flicking occasionally, causing his pitch anus to quiver as it brushed against the floor. Clenching irregularly, his sable scrotum rested just above his still recovering hole, and from the sheath above it rose a black spire of flesh that dribbled clear pleasure down its tapered length.

Above his supple hips, his fur was still white and dense, leading up to his pert breasts with their pink hard nipples that seemed somewhat more out of place than they had before. Above his neck and shoulders his head was almost like Lev's, short muzzle, slightly rounded skunk ears, but his white stripes ran all the way to the tip of his black muzzle whereas Lev's began above his eyes.

"Pretty Cute," the pink nosed skunk said approvingly. "You're almost there. Are you taking notes?" he raised a white eyebrow quizzically.

Richard didn't want to admit it, but he was keeping track . . . His body had never felt like this before, explored to every last nook and cranny in search of quite simply; what felt good. He managed a faint nod if his fuzzy head.

"Gooooood," Lev crooned, sliding closer. "Because the final exam's coming soon." His head cocked to the side as if considering his own words. "Sorry if I sound kinda dommy, I really get off on this kind of stuff," he contributed absentmindedly as he reached forwards and cupped Richard's pert white breasts in his hands.

They still felt good as Lev massaged them, panting head closing in, breath washing over a taut pink nipple. Richard watched, eyes unaverted as the teasing pink tongue flicked out, making him shiver as it slid across his sensitive flesh. The sensual skunk rubbed his cheek against the soft flesh, almost purring before he opened his mouth wide and engulfed his nipple and the surrounding white fuzz.

Lev's pink pawed hand groped and squeezed his other breast as he licked, sucked, and rolled the pink nipple around his mouth. He took the nipple in his teeth, biting gingerly as the flesh began to harden slightly, retreating as the sensations intensified, every feeling becoming increasingly different.

With a pant of air, Lev lifted off Richard's nipple, licking his chops before switching his ministrations to the other still white breast while his groping hands found the once husky's still wet chest. Richard looked down in amazement, His breasts were about half the size they once were, and his nipple had become smaller, round and glisteningly dark. Black fur radiated out from it as the muscles in his chest developed and began to show.

Lev continued with a satisfied murr of pleasure as the soft spongy flesh became tighter, stronger. He could feel Richard's heart beat as he still felt the throbbing in his loins. The nipple he suckled upon was rock hard as the last vestiges of the mammalian mammaries were replaced with delicious man flesh, strong and, dare he say it sexy.

Sliding his head up from the chest, the sleek skunk, nuzzled along Richard's neck, smelling his manly musk, as he pushed his muzzle in, and they kissed, fully accepting each other as Lev's hands rubbed Richard's abdomen intensely, slowly massaging the orange and white fur into pitch with dual stripes of snow in the back; soft, fluffy, perfect.

Richard leaned in to the kiss, hands wandering around Lev's body. From his flickering furred ears, down to his lean shoulders, cascading down his sleek back to the base of his happily swishing tail. His black paws pulled back, rubbing smoothly against the strong flesh of his sides to the muscles of Lev's toned abdomen. He was so warm. Soft. It didn't matter what he was, his body was bliss incarnate, and Richard wanted to explore every inch.

A slightly clumsy paw wrapped around Lev's shaft and pulled tentatively downwards. The sexy skunk made a show of moaning his appreciation, breaking their kiss with a grin, stroking the backs of two of his fingers against Richard's throbbing ebon pole, which leaked its pleasure against them.

"Looks like someone is ready," Lev said in a sultry voice. "Just lay back, and let's get started."

"S-Started!?" Richard stuttered, still shivering as the paw glossed over his throbbing need.

"Just lay back," Lev's gentle hands guided him until his shoulders were resting on the arm rest. "As they say in the movies; you ain't seen nothing yet." His tail swished behind him with a jolly to and fro as he retrieved something that had fallen between the cushion and the couch. "Mmmmm, still slick," he turned around brandishing the cherry red dildo, previously forgotten.

"Uhh, I don't know if I'm uhh, ready." Richard was actually curious, but there was no way that knot was going to fit . . .was it?

"Don't worry, your body remembers it. We'll start slow" And with that Lev reached forward and spread Richards pucker with two pink fingertips. "You'll love it. I promise."

Groaning, Richard felt the tip of the cool toy enter him between Lev's coaxing, encouraging fingers. He was sure that it was going to hurt, sting, be horrible. However as the deft hands rubbed and squeezed, nudging into him, the crimson tip of the canine pole brushed past the swollen sides of his tender passage, then Lev gently rotated it, teasing it against the other plump swelling, sliding further in almost unnoticed amongst the pulsing pleasure of his sensitive glands being massaged.

"Please . . ." Richard began, Lev's hands paused for a fraction of a second. "Just, just a little more." Lev twisted the tapered rod as it sank in up to the knot, smiling at the tense flesh of his anus quivering around the toy, stark red silicone and deep quivering black flesh contrasting vividly. He let the knot press gently against the opening before letting it rest, propped gently against the edge of a leather cushion.

The fullness that he felt stayed as Lev stood up and almost jumped on him, swinging his leg over to straddle him, sitting on Richard's strong chest, balls resting against defined pectorals, throbbing pink fleshed cock inches from the once husky's panting muzzle. The musky smell was overwhelming, rich, hot, dark, masculine, and distinctly Lev. The sitting skunk bent down acrobatically for one last quick kiss before he surprised Richard.

He pressed his pink paws against Richard's sinewy shoulders, lifting his hindquarters up, tail wagging with barely constrained anticipation. His paw reached behind him, grasping at Richard's black length blindly, rubbing the copious amounts of pre all over it, and raising a hand to smear his tail hole with the remnants, entering himself slightly. With one hand pressed against the strong chest below him for support, he lowered himself, guiding the member into him with his other hand.

Richard was pushed back into the soft cushions by a surprisingly strong paw spread across his silken chest. He wanted to feel trepidatious, but his entire body just seemed to eagerly demand more. Inhaling sharply, he felt the tip of his member brush past wisps of fur, and then the very tip came to rest upon something solid. It clenched and twitched, and as the pressure increased it slid open engulfing the very tip of his cock in a smooth rush of muscle.

Lev groaned rocking his hips slightly, letting his other arm return to the job of supporting himself. The black length felt amazing inside of him, even just the tip was so slick, warm, and almost urgent in its throbbing. He let the head rest just inside of him before sliding down, just a few inches. Below him Richard's now amber eyes looked up at him in amazement, or disbelief. He was sure that he had never felt anything like this before.

The golden eyes of Lev stared down at him as his member sank further into the tight hot confines. Their tails thrashed together behind them in a snakelike dance of pleasure. The rocking caused the dildo in his ass to jostle which made his muscles tense; a jolt causing Lev to pant in pleasure. His hips bucked up slightly as his skunky lover continued to rock, lowering himself ever so gradually, hands resting against him as he balanced precariously.

Balancing was tricky, but he made sure not to let himself drop too quickly. Richard was so eager now, hot and needy, his hips thrust up inside of him only to slide back down with frenetic energy that rubbed against his insides with delicious pressure. Rocking a few more times, Lev pulled himself up until only the very tip of the dark fleshy rod was inside of him, and then he pushed back, letting the soft slick cock slide into him as he sat back with a groan of pleasure.

The sudden sliding pleasure made Richard clamp his eyes shut and whine with delight. He felt the sexy skunk's weight press his hips down as his penis lit up, completely engulfed in the warm clenching confines. As his eyes opened he saw the black fuzzy testicles resting near his fuzzy navel and the glistening pink rod, throbbing in need. Lev bounced his body slightly which made his dick flare up in pleasure again, his tail whipping against Lev's uncontrollably.

"Mmmmmm," Lev licked his chops. "You're so hot and hard." He clenched his insides and smiled at the shock of pleasure that shot through his lovely partner. "But I need somewhere warm to put this," he ran his pink pawed hand over his fleshy pulsing rod. He stopped bucking long enough to look at Richard with puppy dog eyes. "Can you please help me," he breathily intoned.

Richard nodded slowly, eyes looking up tentatively. He wanted to help, but what was he supposed to do. All of this was new to him. His breath came out in ragged gasps as he panicked for a split second before gentle hands grabbed the sides of his head, brushing over his sensitive ears and guiding him forward. Surprisingly, as Lev tugged, he felt no discomfort. His back stretched, bent over into a "C," pulled tenderly, but insistently by Lev's paw until his nose bumped against the tip of something warm and wet bobbing in front of him.

Lev watched in pleasure as the bent over skunk's nostrils flared above his cock, taking in his musk. The scent almost filled his own senses as well; the dark and heady odor, overpowering lust, amorous temptation all rolled into a single whiff. A thrill ran down his spine as a black tongue tentatively lapped at the head of his erection and he tugged Richard's head tighter.

The smell was amazing, but the taste was all encompassing. Somehow the mix of musk and slick pre on his tongue made Richard feel more desire than he had thought possible. Firm hands pressed him down further and the pink tip parted his lips as he opened his muzzle and licked again with his delighted tongue. The flesh was warm and he could feel every thrum and throb as it brushed across his palate.

"Ahhhh, now try wrapping your tongue around it." Lev insinuated, pausing and letting the clumsy but slick and hot black flesh wriggle around his shaft. "Hmmm, yes. You might try a little suction?" He implied, as Richard let his slippery tongue rest along the bottom of his penis. "Aggh! Teeth! Watch the teeth!" he cried as needle pricks brushed his sensitive flesh. His insides contracted around Richard's throbbing erection in panic before his skin was pulled tighter by the suckling mouth. "Yeah . . . you learn fast," he praised the bobbing figure, who was almost beginning to purr.

Pulsing pink flesh; the taste, thrilling. Richard pulled back and began to bob his head slightly, letting his tongue slide underneath the hot and throbbing flesh. His own member was buried in Lev's depths, and every twitch of muscle elicited a jolt of pleasure from his tightly engulfed cock. The skunk sat squarely on him and the balls resting on his belly began to tense and quiver, but somehow he showed an amazing amount of control. Whenever Richard felt like he was going to cross that unreachable precipice of pleasure, Lev would relax slightly, leaving him constantly on edge as his head was tugged lower and lower onto the pink pulsing shaft.

"Yes. Now, if you want to try something worthwhile, ahhhhhh." Lev paused as he rocked slightly, shaft shifting in his slick confines. "Blow a bit. Just enough to glide over . . . Ahmmmmm." He really was a quick learner. Lev quivered as his sloppy maw began to glide almost frictionlessly over his shaft, bobs increasing in pace as he sank lower and lower over his lover's pink pole. Richard's strong black paws grasped his hips and began to pull him down as he thrust up into him, their rocking only intensified the slick mouth and now wriggling tongue brushing over and over across his aching penis.

Lev's hands wrapped around the back of his neck and pulled down tighter, just enough to make his back start to feel tight as his nose neared the black furry sheath at the base of the wet warm pole that he was slowly ingesting. The smell was even better from up close. It made his whole body seem to float in a rich detailed tapestry of odor permeated with thrusts and bobs and twitches.

"Okay, last thing, you'll want to relax your whole mouth sweety." Lev panted, as he pulled Richard's head all the way onto him, letting his nose push into his plush belly fur and feeling his cock slide all the way to the back of his throat which clenched wildly.

There was a slight gargle as Richard choked and pulled back coughing, which made his member shoot a jolt of pre, causing Lev's tail to raise and wag in pleasure as he began. "Oh, oh, it's fine. That one is pretty hard, you just have to rela . . .!!!"

Richard closed his eyes, opened his black mouth with shining white teeth as wide as he could, and plunged his muzzle back over the throbbing erection. His paws moved in and caressed Lev's testes, rolling them against each other as they clenched and began to churn. His mouth clamped down on the pink prick as he sucked and let his throat caress the tip, eyes closed with the effort.

Momentarily stunned, Lev recovered himself enough to know this was the beginning of the end. One of his sly paws slid behind him, dragging over Richard's clenched thigh, giving his taut sack a playful squeeze and eventually settling on the bright red dildo that protruded from his tight black ass. A pink pawed finger circled the tight and twitching ring of muscle clamping down on the silicone before he grabbed the flat and flared base and began to push.

Crooning noises of pleasure emerged from around the cock lodged in Richards muzzle. Something was rocking it's way into him. Wiggling side to side but always further in, stretching him wider and wider. He sucked hard on the pink penis in his mouth and he felt Lev clench around him, harder than he had before. Almost like he was starting to loose his seemingly perfect control of the situation.

He couldn't hold out much longer, his insides quivered of their own accord around the midnight rod that pulsed within him and his cock jolted and pulsed in the ravenous mouth as he could feel every hot breath from the cute black nose buried in his belly fur. He tightened his grip, gritted his teeth, and shoved with his arm at such an awkward angle as a million things seemed to happen at once.

Groaning, Richard wriggled as the bulging knot stretched him wider and wider, his ass spastically contracting around it until the whole thing slid into him with a forceful squeltch. Immediately his eyes widened and his sight went into tunnel vision as firm bulge inside of him rammed into the two swollen tender spots just inside his anus, and drilled into his prostate.

It started with his anus, contracting violently of its own accord, the sudden jerking spasms spreading, his toes splayed wide and his tail gyrated. The clenching wave of pleasure reached his taut testicles as their furry sack drew tight around them. His arms rubbed against his heaving chest as his hands grasped Lev's warm balls in a death grip. The back of his throat clenched around the salty pole as his own member began to jerk wildly, heat growing before he finally began to come in wrenching spurts.

Lev rocked his body wildly as waves of molten hot male essence rocketed up into him and the throat wrapped around his member gargled in pleasure. All it took was a firm grasp of his testes for him to lose it. He made a cross between a moan and an animalistic mewl as he pulled in Richard's head with both of his grasping paws and began to come thick ropes of seed into the hot slick abyss.

Pulling back his head just slightly, Richard's tongue lapped up the highly basic and animal tasting warmth, lavishing the wildly spurting member. Lev's anus contracted with such great force with every jolt from his pointed prick that Richard had to push harder and longer just to keep up. He mashed the balls in his palms together which caused another torrent of cum to wash down his gullet, as Lev's tight insides clamped down on his needy cock.

The vicious cycle of pleasure continued. Richard thrust into Lev, fondling his testes as he lathered his engulfed penis in his muzzle. Lev clamped down around Richard, still rocking slightly with his legs as his cock rammed into the hungry muzzle. Richard's anus squeezed at the red toy lodged lovingly in his depths as they screamed together in agonizing ecstasy.

It seemed to go on forever, but soon, each jolted their last shot of pleasure, groaned their last moan of bliss until they were both completely and utterly spent.

Lev pulled his hips up as if they weighed a million pounds, letting Richard's exhausted cock slide out of him as the once husky relinquished his penis from his abused maw. Their exhausted members began to recede into their velveteen sheathes as Lev lay down next to Richard and they shared a tender kiss. Lev could taste his essence as they embraced with their bodies, and their mouths, so close that sensations were no longer just their own..

It was a perfect warm and comfortable world in each other's supporting arms. No words needed to be spoken as Lev slowly stroked the edges of Richard's ear while they were both in that fuzzy afterglow that always seemed so preferable to stark reality.

Wondering dreamily about how long their whole ordeal had taken, Richard suddenly shot bolt upright, almost dumping Lev indignantly on the floor. His eyes shot up to the ticking clock on the mantle; it read eleven fourteen. She was late. If Breshka wasn't back now perhaps he had time to . . .

The door creaked open

"Oh. Hi Bresh." Lev said, looking up with a guilty grin as Richard tried desperately to hide by pressing himself back between the overstuffed cushions.