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I sighed as I entered the massive swimming area of Poke-U. It wasn't so much a sigh of amazement as much as a sigh of regret. I could have just taken another gym class, but I guess a guy has got to learn how to swim at some point in his life. I looked around and noticed that I had gotten here pretty early. No one else seemed to have shown up quite just yet for the swimming course, but I did see someone duck into a room off to the side labeled "SHOWERS MEN." I decided to follow suit and get changed for my first class of the day.

Once I was in the locker rooms I found my swim teacher, Greninja, already getting ready with a quick shower. I blushed deeply and kept walking. The teacher was pretty good looking, but when my eyes wondered a little too low that's when I felt the first prickles of my blush. I chastised myself for looking and threw my stuff into a locker trying to breathe away my embarrassment. My eyes always have a nasty habit of scoping out what they shouldn't and getting me into trouble. I definitely didn't want a repeat of high school, I mean, all it takes is one wrong look and you're considered a perv for the rest of your life.

I quickly started to peel off my clothes as I grabbed my swimming trunks from my bag. I had better mind where my eyes led me today. My first day of classes, a freshman no less, and I want to make a good impression. I pulled the elastic up over my waist and let my tail push through the hole in the back. I looked into the mirror to the side off me and blushed deeply. My ass looked so big! The red swimming trunks I had bought said they were a medium, but obviously they were labeled wrong! They practically hugged my skin! I could even see the outline of my slit! I gripped the hem of one of the pant legs at the yellow trim and pulled down, but the length was miserably short. I groaned as I pushed my head against the glass, my short horns hitting the wall above the low hanging mirror as my muzzle fogged up the glass.

So much for good first impressions. I look like I'm a fucking stropper trying to make a few bucks off the streets. Some days I wish my fossil was never reanimated. I looked at my reflection again, my sky blue underbelly rose and fell with my deceptively even breathing and my darker blue back scales were set with my hunched over shoulders. I looked back up into my amber eyes and let out a deep breath before I practically jumped out of my skin as a hand gripped my shoulder.

"Oh sorry bud," the Greninja apologized, "didn't mean to scare ya." He chuckled and gave a once over my thin shapely body. I wouldn't say I have curves...but I wouldn't say that I'm a rail either...how did my mind get on this subject again?

"So you're the student from the Varamus Region? Well I've never seen any type of Pokémon like you before." He pulled out a Pokedex and started touching a few buttons on his screen, "Ah, so your name is Rex. That'll be easy to remember since you're a fossil Pokémon." He closed the old dated Pokedex and gave me another once over.

"It says that you're the Carnotaurus Pokemon," he said with a shake of his head before he raised his hands in a 'I give up' expression, "Whatever that means, but I'm glad to have ya in my class." He clapped his hand back down on my shoulder and for some odd reason I felt...not so bad about my clothing anymore. I blushed and looked down...and I blushed even harder.

The guy was wearing something that could only be described as a speedo! The green fabric left little to nothing to the imagination and had two A symmetrical yellow streaks that went over the left side of his junk accenting it further. I looked back up, but he either didn't notice or didn't care, and I could feel some of the tension on my shoulders lesson and the bristles going from the crown of my head to the tip of my tail relaxing. Then he just gave me another little grip on my shoulder before he let go and walked past me.

"Better hit the showers before ya get into the water." He said cheerfully as he walked out to greet other students. I just stood there for a minute deciding whether to wait for people to arrive and go out into the pool with a few other people, or just sit out there. The memory of seeing the teacher in the showers earlier flashed in my head and I blushed. I better wait outside so I don't see anything that...well...that I shouldn't be seeing.

I had gathered up my stuff in a locker and showered down really quick before I started my way out into the pool area again. I looked at the diving safe zone and a chill went up my spine before I quickly walked over to the shallow water. I thought about getting in, but I didn't know if the instructor wanted us to get in right now or altogether. Instead I sat down and put my clawed feet into the warm water. It was nice and the instructor didn't mind that much. He seemed more preoccupied with directing people to the showers at the entrance to pay me much mind. I flexed my three claws under the water and swirled them around a bit, enjoying the feel of the water between my claws...before it would swallow me up in an embarrassing display of how ignorant I am to water. I felt the yellow streaks on my back light up a bit. I frowned, usually that only happens when I'm in dark places.

Apparently the yellow streaks on my back were used to illuminate caves back before fire was invented. We would use these lights to find mates and keep track of our young in the dark. Sometimes I can't really control it, but it never really lasts too long. It usually gets like this in places that are either really cold or dark. Maybe the water was cooler than I thought.

"Hey," I heard a deep gravelly voice say, "do you mind if I sit here?"

I looked up and I had to force my eyes to stay up at the big guys muzzle. A Feraligatr stood next to me with a wide grin spread across his muzzle.

"Uh," I said and mentally slapped myself for hesitating, "Yeah sure. Nice to meet ya. I'm Rex."

"Oh cool," he said a little shakily as he sat down, his own feet dipping into the water as he extended me a paw, "I'm Max. Uh...the Dean of Administrations said that a great way to kick things of is to say your year and major..."

I smiled, "Yeah...I heard that too. Well, I'm a freshman and...um...undecided."

The Max's eyes lit up, "Really, me too!" he smiled, showing off his sharp wicked looking teeth, "You look a lot more mature than just a freshman though. Could have sworn you were at least a junior."

I smiled, "Nope, just a freshman. This is my very first college class."

"Well, I'm no stranger to swimming. I was on my schools swim team back in the Joto Region. I just wanted to take a class that I could relax in and get an easy A. It's nice to wake up early and go swimming too. Hey, how 'bout you, why did you take this class."

I felt my face go beat red and I could feel my yellow streaks brighten up again, "I, uh...took this class for the usual reasons. Ya know, to fill up my generals. I mean...Psychology has always been easy for me I guess. So that would be the class that's easy for me that I'm just sort of breezing through."

"Really! I'm taking that class too! What teacher? Is it Nosis?"

"Yeah!" I said a little louder than I wanted too, but Max didn't seem to mind, "Looks like we have the same class together."

"Yeah," he said a little nervously, "Well, I've never really understood much about Psychology...and since you're so good at it...would you be willing to help me with studying with me."

I smiled, "Yeah, I mean we can help each other out. I'll help ya in Psychology and you'll help teach me how to swim." Instantly I clammed up. My lights burning brightly behind me.

"WOW!" Max shouted as my back lit up like the northern lights, "Is that an electric type move?"

I calmed myself, my lights dimming quickly. At least it distracted Max to the point where he won't remember what I said.

"No, it's my passive." I chuckled nervously, "Illuminate. Comes in handy when I get lost. Kind of a pain when I'm playing hide and seek though." Max chuckled a little at my weak joke, but it still defused some tension.

"So you don't know how to swim?" he asked. I felt my face burn and my lights shine a bit brighter.

"No," I sighed. He must think I'm a looser. I mean, who over the age of ten doesn't know how to swim.

"That's okay." He said matter of fact with a bit of excitement, "That way I can help you with your swimming and you can help me with my studies! I mean, I used to give swim lessons during the summer back in Joto. We'll have you swimming like a Gyarados in no time!"

I felt my streaks light up a bit more, "Yeah," I started, "That seems like a good idea." We talked for a few more minutes before Koga, the Greninja, started to the roll call. He had us sit on the edge of the pool waiting to be instructed to get in. Before he started he told us to pick a partner and Max grabbed my paw and raised it high, almost pulling me up and practically dropping me into the water. Given it was only three feet of water, but it still kind of scared me dropping in.

The class went on with Koga giving us instructions on how the course was going to work. He said that the first few days they would just be doing basic form and technique for the beginners and by the end of the semester we would be swimming from one end of the pool to the other and treading water for our final exam. He started us off with some pretty basic moves and he was going to have our partners help us with them, especially the back stroke.

"Okay Rex," Max started, "Just lay down on my arms. It'll be just like lying down in a hammock." Max was already going ahead with some teaching methods and it seemed like Koga didn't care as long as Max was teaching me what the rest of the class was working on. Max was crouched down in the water with his arms submerged and I already felt my heart racing. I wouldn't say I'm hydrophobic, but I still felt uneasy getting into such a compromising situation.

"Um...how do I..." I mumbled, "Do I just lay back?"

"Yeah," Max said smiling, "I'll have one paw on your lower back and one between your shoulder blades." He winked, "I'll keep ya above the water. I promise I'll catch you."

"W-what if your hands slip?"

Max just shrugged, "It's only three feet of water. The worse that could happen is you'd get wet. Don't think of the water as some beast that'll swallow ya whole Rex. Think of it as a bed that just wants to hug you. Nothing to be afraid of."

I felt my face burn a bit and my streaks light up. I felt kind of stupid for being so afraid, and Max's words helped a lot. I felt a bit more confident kneeling down in the water and getting ready to lean back. He must have dealt with a lot of kids with the same problem as me because he seemed so patient and gentle. Even when I would get defensive he would just shrug his shoulders or laugh it off. I took a deep breath and held it as I leaned back. My back started to tingle as I anticipated the feel of nothingness of falling, and for a second I did. For a split second I thought I was going to fall to the bottom of the pool and drown, my heart racing and fluttering faster than a Masquerain's wings. I thought for sure that Max had played some horrible joke on me and that I was going to keep falling and be swallowed up by the university pool and drown on my first day, but then, just before the water rushed over my eyes, I felt two solid points materialize in the vast emptiness of the water. It took me a few seconds to realize I was holding my breath and that I had my eyes squeezed shut. I opened them and I was greeted with Max's warm smile.

"There," his voice was muffled from the water around my listening pads, "not so bad is it?"

I let go of the breath I was holding with a sudden laugh, it almost sounded like a cough.

"Just breath normally," Max instructed as he lifted me out of the water far enough so that the water wasn't in my ears, "One of the most important things about the back stroke is breath. It isn't your arms or your legs keeping you up. It's the air in your lungs." I felt myself slowly relaxing into Max's arms as I focused on my breathing. A gentle tingle started running up and down my spine. It almost made me want to giggle. The feel of weightlessness was invigorating! I felt my muscles relax and let the water take them as two warm solid arms held me up and radiated heat from under me. I could have fallen asleep like that, suspended by those big arms that had been toned from the years of swimming. I could just relax into the warm embrace of the water as those big arms pulled me close into that well defined chest...

I was snapped out of my mental reprieve when I felt the water start to rise around me and I panicked a bit. I tensed up and Max lifted me back up.

"Relax, I got ya. Now we'll try again."

"What again?" My eyes fluttered as I came out of my daydream.

"Oh, sorry," Max chuckled, "I must have had your ears under the water again." He had an apologetic smile on his muzzle, but he went back to explaining everything without missing a beat, "I'm going to lower my arms just a little into the water and you just keep breathing. Keep your lungs nice and full so you float on your own and if you fall down I'll be right here to catch ya."

"Oh," I breathed and I could feel my lungs empty and I sank back into Max's paws. I took a deep breath and I felt the weight pushing up on me ebb a bit as I made my body less dense. I felt the paws beneath me disappear and I felt myself floating. I had to kick my feet a little and use my hands to keep up, but I was definitely floating.

"Rex..."

I started to float a little away from Max, but he just walked with me. I couldn't believe it! I was swimming!

"Rex."

My eyes locked onto Max's face but quickly found the problem I was having. I wasn't breathing.

"Rex, you have to breath."

I started to feel the strain in my chest as I began to run out of oxygen. Damn it!

"Just breath Rex." And on that cue I released all my breath at once in a panic. Instantly I started to sink and my muzzle dipped under the water. I swallowed a gulp of water before the paws beneath me lifted me back up. I bolted up in the water hacking, my lungs begging for air, but rejecting the water that came with it.

"You gunna make it." Max chuckled as I continued to hack up a lung.

"No," I managed to squeak out before I went back to coughing.

Koga looked our way and some of the other students too, but Max waved them off. I felt my face burn with embarrassment as I my lungs started to calm down.

"Don't worry," Max started, "this happens a lot more than you might think. Sorry I didn't catch you in time though."

"No," I started, the embarrassment I felt subsiding and my glowing streaks fading back to their standard yellow, "It's not your fault. I just wasn't breathing right."

"Here," Max started as he motioned for us to wade into deeper water, "put your hands out for me like I did for you."

Once we got in a little deeper I did as he instructed. He gently rocked back into my arms and he gave me time to adjust my paws for his dorsal fins.

"Now look at my chest when I breath. You got to breath a bit differently to stay afloat." My eyes moved down to his belly where distinct muscles relaxed as he let his chest fill with air. He let out his breath, but not all of it, and took in another breath. It was a somewhat rapid shallow breathing...sort of. It's hard to explain, but it looked easy enough. I looked back down to Max's stomach, his strong muscles working to fill him with oxygen and then push some out while still having just enough to keep him above the water. I watched as his hips gently rocked up and down with the gentle movements of the water and how his trunks rippled under the lazy waves. I felt a little envious, his trunks fit him just fine. They looked to be just the right size for him and hugged his body just fine. His crotch was nicely packed into a nice bulge and his ass was a perfect bubble shape.

I lifted my gaze up to Max's muzzle and my face burned. His eyes were locked on mine with one of his brows raised. Oh god, I was staring again!

I jumped as a whistle blew and I dropped Max. He dipped under the water a little but he flawlessly corrected himself.

"Okay everybody." Koga shouted, "We got ten minutes to change before class is over. Hit the showers and I'll see you all tomorrow!"

I took the opportunity and practically ran out of the swimming pool. Which was kind of impressive since running isn't the easiest thing to do in water. Max tried to say something but the ringing in my ears drowned him out as I half walked half ran into the showers. I did a quick little rinse so I wouldn't smell like the pool and quickly got my clothes on. All the while avoiding any type of eye contact, especially Max's.

I dipped out of the showers and out the back exit and onto campus without so much as a goodbye. God, why did I have to be so...so...UGH! I didn't take my eyes off my feet as I power walked to my next class.

***

My next class was probably the worst class I could have possibly had, English. Given, any class I would have had on the first day would have given me plenty of time to think with all the regurgitation of the same rules and regulations about plagiarism and the importance of having your homework in on time. Regardless I would have far too much time to think. I tried to keep my mind off the embarrassment I made of myself in front of Max. I even tried to focus on what the teacher was saying about how he loves the play Remoraid and Jolteon, or some other nonsense about Shakespearian plays. I soon tuned the Ampharos, Ryu as he asked us to call him by his first name, out as I started to doodle in my notebook and in the corners of my syllabus.

I thought if I kept doodling I would keep my mind from wondering and hopefully closer to forgetting. God, I should have kept my eyes on his chest! All I had to do was observe his breathing. I could have even been so kind as to just look up at his face to make sure that my eyes were in a safe place. I mean, that strong angular jaw would have made sense to look at. Nothing bad there. And if I trailed down just a little farther I could have done what I was supposed to do. Just look at his chest, the perfectly timed rise and fall of that well worked on chest. God, how many hours a week in a pool do you think it takes to sculpt your chest like that. I wish I had a chest like that, so hard and defined. Oh, speaking of impressive, somehow his trunks were the right size! I mean, they worked just the way they were supposed to. They hugged his ass but had just enough give to flutter around his powerful thighs and his crotch. It supported his junk perfectly and left a nice considerable bulge. I'm sure he had plenty of package down there to fill those trunks. Man he must be big, he...he...

I snapped to attention, my lights brightening up a bit as I embarrassed myself with where my mind's eye had wondered. I held back a groan as I gritted my teeth and viciously doodled to keep my mind from wondering until class ended and I went to lunch.

***

I slid my card at the entrance to the commons and the cashier let me through into the cafeteria. Despite the stereotype of bad cafeteria food, Poke-U's cafeteria was still pretty decent. It took me a while to gather up the food I liked. Being a the picky carnivore I am I eyed all the meat and couldn't help but feel a little sickened by some of the food choices, but nothing controversial. I got my stuff together and started to walk around the lunch room looking for a spot when one found me.

"Hey Rex!" I looked over to see my roommate, Heart, a Tyrantrum hailing me over. I smiled as I sat down at the small table off to the side.

We were both about the same size so it's not like we took up much room. We were both around five ten, maybe I'm a little shorter. He gave a little grin after he swallowed the last bite he took.

"So how's your first day coming along?" he asked, "Meet anyone new?"

"Yeah," I blushed and my lights glowed a bit, "but I don't know."

"Well," Heart said between bites, "if you ever wanna invite anyone over you know I'm game. Dang!" he exclaimed with a sigh, "The food here is so much better than High School. You gotta try the Leer style Hoagies. They're to die for!"

"Well," I started, "How 'bout you? Did you meet anyone?"

"Naw," Heart chuckled, "Who the hell am I going to find interesting in a calculus class!"

I couldn't help but laugh, "Yeah," I chuckled, "There's only eye candy in swim class." I felt my lights brighten up a bit, "Not much else though. English wasn't much better."

We continued to talk about classes and the food for a while. I guess Heart is the only one helps me forget how far away from home I was. We get along and that kind of helps me over my anxiety of getting a bad roommate. That was probably one of my biggest fears coming here. I looked up from our conversation and I saw a bunch of blue and red scales.

I coughed on my drink, hacking for the second time that day as I choked on my water.

"Hey, you okay?" Heart chuckled out.

"Yeah" I managed to get out, "I-I just need to get to class..."

"Okay, I'll walk out with ya."

I couldn't get out of there fast enough and I couldn't help but look over my shoulder...only for my blood run cold and my lights burn hot. Max was right behind me.

I wouldn't say that I'm proud of what I did next, but I threw my dishes onto the rotating rack that brought them back to the kitchen to be cleaned and dashed out leaving Heart behind me.

Heart just looked on confused before a Feraligatr dashed past him. He was wondering why everyone was in such a hurry.

***

I dashed down the halls of the University Center and out the doors. I looked over my shoulder but Max was right behind me. He called out to me, but I just kept running, I dashed to the right and I turned back to see that Max was standing there at the intersection of the sidewalk with a confused look on his face. I ducked into another building and just kept running, my heart pounding. I stopped after turning how many corners I'll never know. I collapsed two the ground panting. God I'm out of shape!

I kept gulping down air but it seemed like it would never be enough. I wiped my brow as I sat there. I don't' know how long I sat there, but I was pulled from my exhaustion by the ticking of a clock on the wall. I looked up.

"Fuck I'm late for Psychology..." my blood ran cold, "I have Psychology with Max..."

***

I opened the door to my Psychology class and I felt my lights brighten up as all the eyes in the room locked on me. I must have been at least ten minutes late. I realized I went into the wrong building on the way here and got turned around in the halls about four different times. It was a little more than ridiculous and resulted in the maximum amount of tardiness.

"Ah, Rex I presume." The shiny Latios in front of the class said as he hovered closer to me, "My name is Leo, but please, call me Nosis." He extended his hand and I gave it a gentle shake.

"There you go class," Mr. Nosis stated to the class, "the general formal greeting."

My brow furrowed until I looked at what was written on the board in chalk. "GREETINGS" in all capital letters and in perfect handwriting.

"Thank you for being our example Rex." Mr. Nosis said as he turned back to me, "Now, I'm sorry we don't have a larger selection of seats. Maybe you should come on time on Wednesday and you'll have first pick of the joint now that you know where the classroom is. For now though, it looks like we've only got one seat left open next to...Um, sorry I forget your name. The Feraligatr in the third row. What's your name?"

"Max..." I felt my heart sink as I heard the familiar voice. What were the fucking odds.

Nosis gave me a pat on the shoulder and motioned me back to my seat before he turned to start writing on the board again. I shuffled to the last open desk and plopped down in it and quickly pulled out a notebook and pencil to take notes.

"What the hell was that back there?" Max leaned in and whispered under his breath.

My mind flashed back to Max's crooked brow as he caught me looking at his crotch and I felt my lights brighten. I just pretended not to hear him. I kept taking useless notes about greetings and about how the class will be spaced out with essays. I would glance over at Max every once in a while, but he would catch me looking every time! As class went on my lights kept getting brighter and brighter and my face would get redder and redder. Max was leaning in close to say something again, but I raised my hand and Nosis called on me.

"Yes, Uh.., Rex. Your question?"

"Um, may I go to the bathroom." I felt my voice break a little.

"Uh, sure, but next time just go Rex. This isn't high school anymore, this is college. You don't need to ask to go to the bathroom. If we can't trust that you're leaving our classes for something important then how do we expect to trust you to make it in the real world." A few chuckles rose from the crowd, but Nosis went right back into his lecture about how basic movements convey very deep meaning in greetings as I gathered up my stuff.

I don't really remember how I found the bathroom, but I was there in a heartbeat. I was leaning against a sink before I turned on the cold water and started to wipe my face with the cool liquid. I rubbed the exhaustion out of my eyes before continuing looking into my own eyes in the mirror. I don't know how long I was standing there, but it took a while for me to calm down. I grabbed some towels and wiped my face down before returning to class, but just before I opened the door the class was dismissed and the students started flooding out. I squeezed my way back in hoping to loose Max in the shuffling, but Max was straggling behind as he gathered up his things. I quickly turned to Nosis to ask him some nonsense about what I had missed, but I was taken aback. How on earth did I not notice the fact that the guy had no legs!

I looked dumbfounded as Nosis stacked a few papers away and put them into his satchel before turning to me...or hovering...how does he do that? Psychic Pokémon have always fascinated me.

"Ah, Rex," Nosis said with a warm grin, "I hope everything came out okay in the bathroom. You were in there for so long I thought you had skipped my class."

"Yeah," I said shaking myself out of my mental reprieve, "sorry, um...what did I miss? Any important due dates?"

Our conversation lasted for a few minutes before Nosis said goodbye saying he had another class to teach and walked...no hovered off. I looked over my shoulder and I saw no sign of Max. He must have ducked out while I was talking with Nosis. I don't know why...but not seeing him there kind of left me feeling lonely...but more relieved than anything else. I took a deep breath and walked back to my dorm. My classes were done for today and I wanted to relax.

***

The next morning I was sitting on the edge of the pool soaking my feet while I waited for the rest of the students to arrive with an impending sense of dread. Why they scheduled swim class two days in a row is beyond me, but whatever. Not like I have a totally pissed off class mate or anything to deter me from coming to class.

I sighed. Despite all that had happened, I couldn't stop thinking about Max. He was so gentle and so kind yesterday, and I ruined it because I wasn't paying attention to where my eyes were going. I was going to miss those strong arms holding me up...that gentle voice...that toned chest. Ugh, there I go again! All last night I was like this! When I got back to my room I was going to get ahead in my studies and do a few of the assignments early, but I just couldn't seem to focus. I always found myself in the same position, strumming the eraser of my pencil against my notebook as the image of Max's body kept floating around behind my eyes. I eventually just gave up and went back to the cafeteria with Heart where we ate and discussed our classes. I kept an eye out for Max the entire time, but luckily he never showed.

I heard the door to the men's locker room open up and my heart skipped a beat when I saw Max walk out. He looked at me for a second before diving into the deep end. I kept waiting for him to come back up, but being a water Pokémon he probably didn't need to come up for air for a long time. It was almost as if he wasn't even there. I gave a little sigh, for relief or regret I don't know, but I felt safe for the moment. That all came crashing down when class started.

"Okay everybody!" Koga shouted, "Welcome to the second day of classes! You all look like you survived the first day so that means you're almost half way through the week! Okay, everybody match back up with your partners you had yesterday! Those groups seemed to work out really well." He blew his whistle and everybody started to pare up. I gave a little groan under my breath before locking eyes with Max. He was already standing in the shallows with his arms crossed. I waded over to him and started doing our exercises.

Our class went on pretty normally without much more than the occasional instruction form Max...but his inviting warmth was gone from his voice and he seemed a little distant and distracted. Whenever I looked at him he averted his gaze, and whenever he looked away from me my eyes dipped down in shame...to rest on his crotch. That's when I would look away.

The end of the class came pretty quickly despite the awkward situation and we were hitting the showers soon afterward. I rinsed off quick and grabbed my towel and let the next guy use the stall. I wrapped the towel around my waste and just as I tucked it in I felt an iron wrap around my wrist. I turned to see Max's paw gripping my wrist and pulling me through the showers. I shivered in fear and I was going to say something but my throat closed up. I was too scared to do anything but follow.

We left the lockers Max led me to something that looked like an out of use shower room. The door on the front read "UNISEX" but I wasn't really sure what that meant. A dark chill ran up my spine at the thought of Max castrating me for looking at his junk and I gave a little squeak.

As soon as we were in the locker rooms Max stopped and his grip on my wrist softened until his hand just brushed off of me and returned to his sides. He stood there for a moment, his shoulders square and his back tensed as his breathing deepened. He looked like he was bracing himself for something intense.

"I-I'm sorry Rex." My eyes went wide, he was apologizing, "For everything. I mean...for checking you out in the pool yesterday, for chasing after you, for snapping at you in Psychology." He turned to face me and his face was beat red, "I didn't mean to make you feel uncomfortable. I guess...I guess I was just sort of nervous because...well...I've never seen someone with such a nice body."

I blushed and my lights burned bright, but I just let Max continue, "I'm sorry if this also makes you feel uncomfortable and well...I'm sorry if I came off a little strong...I just thought...well I hoped that you were..." I saw that Max was having trouble and I decided to say something.

"No Max," I started, "its okay." It was my turn to blush, "to be completely honest I've been...um...checking you out too..."

"Huh?"

"Yeah," I said while crossing my arms, "I thought you caught me...checking you out...and that you were angry with me or that you thought I was a perve or that you thought I was weird...I had a bad experience in high school where I looked at a guy the wrong way and...well...let's just say that night wasn't very pleasant. I just didn't want what happened before...to happen here..."

"Well," Max said taking a step closer to me and putting a paw on my cheek, "you can look at me all you want...as long as you return the favor."

I couldn't help it, I started to laugh, "Okay big guy." I looked up at him and I was greeted with a big warm smile. I never knew how much I missed that grin...hopefully I will be able to see it plenty more. That's when my mind started to wonder into the rated X and my face started to burn. I griped Max's paw and gently pulled it away from my muzzle, but I didn't let go.

"I...I have a confession to make."

"Hm? Don't tell me you aren't gay."

"No...no it's not that...quite the opposite actually. I um...I haven't been able to stop thinking about your body since yesterday." I saw Max's blush go deeper, "I don't think I've ever dwelled on someone's physique as long as I've thought of yours. I just sort of find myself thinking about your arms holding me up like they did in the water yesterday...and them pulling me close to your...your chest...and..."

That's when Max moved in and wrapped his arms around me and pulled me close, "Like this?" he asked. I stood there stiff as a board. I was so shocked I didn't know what to do! I was sitting there for god knows how long before I turned my head and rested it against his chest. I could hear his heart beat and the fast pace rhythm had a calming effect on me. I smiled a little as I hugged him back.

"Just like this..." I leaned in just a little more, my muzzle fitting perfectly in the crook of Max's neck. I started to gently run my claws up and down Max back and I leaned in a little closer and that's when Max's towel fell.

I quickly looked up to avert my eyes, but Max's looked down and could see the curiosity in my eyes.

"Well I said you could look if you wanted," he said in a smooth voice as he gave my nose a little nuzzle. That little act sent shivers down my spine and my gaze followed those shivers down. I had to pull away from Max a little, but my eyes finally fell on what I had been day dreaming about the past day. I was right about one thing about yesterday, he was big.

"Wow...is...is that big?" I blushed at my lack of experience.

"I...I don't know..." he said a little nervously, "I've never had anything to compare it to. I mean...I have looked at pics on the internet and it looks like it would be bigger than most. I measured it once and it was eight inches."

I felt my slit tingle a bit before I felt my own member starting to stick out and that's when my towel fell to the floor as well, leaving us both completely in the buff.

"Hey, um..." Max started, I looked up, "would you want to...try something. I mean...since with both haven't done anything with anyone before, we could just...try something now."

I blushed, "Well, I mean...yeah. That would be okay."

Max smiled and pulled me into a big hug and gently nuzzled the space in-between my little horns. Somehow, in just that little gesture, all my nervousness evaporated and any doubts I had about losing my virginity were gone. I wanted to have sex with Max...I wanted to be close to him...even closer to him than I was right now.

"So...how do we do this?" I asked a little meekly.

"Well," Max started in a deep and sultry voice, "from what I've read, you'd get down on your knees." He gave the crown of my head a little kiss before he pulled away and sat down on a nearby bench. I walked over to him and got down on my knees as instructed and got a much better view of Max's pride. It looked even bigger up close. Those balls had to be at least the size of golf balls and that sheath was so thick.

"Now," Max started with a grin, "you lick it and stroke it."

I wasn't going to argue. Out of the two of us, I was fairly sure that Max was the expert here so I leaned in and the musk hit me like a title wave. It was so thick right up close and so...so...I couldn't find any other words to describe it besides manly. I leaned in and nuzzled it a little, just to memorize the sent. I then gave a tender lick to the base of the cock and the top of his sack. Max gave a little shiver and his thick thigh muscles bunched up in pleasure as he put his feet on his tip toes before resting them back down.

I smiled, "You like that?"

"Y-yeah. Do it again."

So I did, I started to lick at a consistent pace, his balls bunching up and bouncing with every lick. Heat radiated off that shaft and it pulsed larger. The thick sheath was resting on my forehead as it started to snake up. I brought a paw up and wrapped it around his member before gently stroking it. Max gave a deep gator growl. That wet menacing sound and I don't think it has ever felt so good to have my attack stat go down.

My muzzle dipped down a little lower and I took one of Max's balls into my muzzle. I started to suck on it gently, like some musk flavored candy. I gave a little murr at the flavor, it had a hint of pool water on it, but it was ultimately salty musk that coated my tongue. I felt Max tense up every time my teeth would brush against his skin and I made a mental note that teeth were bad...especially my razor sharp carnivorous teeth.

I continued to stroke that fat stick of meat until it was fully hard and pulsing. I smiled before letting go of the ball I was sucking on and moved down to below them and gave a lick from the base of the balls up to the top of Max's dripping member. The thick sheath was soft, but the pulsing red meat below it was hard as steel.

"Do...do you know how to suck?" Max asked a little breathlessly.

"Um...I can try."

"Just be careful with those teeth." He said a little concerned.

I felt a little nervous, but I opened my maw as wide as it would go before I felt it unhinge. I then moved in and wrapped my lips around as much as I could without making me gag and took a gentle drag on it. Max let out something halfway between a moan and a growl. I started to lick around his shaft before I started to peel back the sheath with my lips. The more of that throbbing member I managed to unveil, the more Max would squirm and dig his claws into the wood. His feet were constantly on his tip toes and he would give the occasional thrust every once in a while when I tried to pull up. I would shiver every time I would see those thick thighs bounce and bulge, and those calves!

"Okay," Max said as he pulled me off of him, "okay, you gotta give me a minute or I'll pop in your mouth. Damn that was good."

I felt myself beam with pride, my lights shining bright. I gulped down and I could taste the salty bitterness of his pre. It made me shiver.

"In the meantime though," Max said with a grin as he got up from the bench, "Lay down on your back. I think I ought to return the favor."

I felt my heart skip a beat and I obeyed without a word. I laid back on the bench, the small of my back not hitting the cool wood from my ass lifting it up. My pink shaft was throbbing and ready for attention, but when Max nuzzled his way between my legs he licked just below my slit. The sensation sent shivers up and down my spine.

"Don't worry Rex," Max cooed, "I got ya. Just relax." I felt like I was in the water again. That same giddy feeling of new sensations shooting up my spine and along my legs shot through me like a concentrated dose of nostalgia. My own legs shivered as Max leaned in again and flicked just the tip of his tongue across my pucker. I couldn't help but tense up in the pleasure as I let out a little high pitched moan. Max threw my legs over his shoulders as he leaned in closer to lick a little deeper as he rimmed me. It wasn't long before I was a writhing mess on that board. My toes, my claws dug into the wood, my tongue lulled off to the side to make room for the constant moans that would make their way out. Eventually I just sort of melted as I enjoyed the sensations of the rimming. I laid there limp as I let Max do what he wanted with me.

I don't know how long he was rimming me and lightly tongue fucking my hole, but it seemed like it ended too soon. He leaned back and spat on hole which seemed a little odd...and kind of gross, but what came next made up for it. I felt a clawed digit poke at my hole and I tensed up. Max didn't say a word, he just rubbed my hole gently, slicking up his finger as he tried to calm me and make me relax. When I finally did relax, Max pushed against my ring of muscle. His finger slid in with little protest and I shivered at the sensation. He gently moved it in and out, loosening up my hole and sending little waves of pleasure through me.

"Like that?" he asked.

"Yes..." I breathed.

"Good," Max said with a light growl as he added another finger and dug a little deeper.

I gasped as he brushed against what only could be known as my prostate. I knew that it was supposed to be like a little pleasure button for men, but I had no idea how sensitive it was! Max grinned as he found my sweet spot and stared to rub up and down over the little bump in my warm inviting entrance.

"You ready for more?" he asked.

"Oh fuck yes," I moaned.

"Good," Max said pulling out his fingers gently, "I don't think I could wait much longer."

I gave a little whimper and I was about to protest when I felt Max shift into a sitting position on the bench and threw my legs over his shoulders. I gulped, but remembered to relax as he positioned himself at my hole. I shivered as I felt something much thicker than two fingers push against my opening, asking for entrance, and I welcomed it. It felt like burning fire at first, I almost told Max to pull back out, but the head of his tapered member pushed in and the pain started to ebb. I told Max just to wait there for a minute as I adjusted, he seemed a little disappointed but he just leaned in and pressed his muzzle against mine as he pulled me into a kiss. I never really knew how flexible my legs were until now, they practically fit behind my head, but that thought was far from my mind as Max invaded my muzzle with his tongue. Our tongues lashed against each other for a time before it calmed down into a gentle messaging. My tongue wrapped around his as he tongue fucked my muzzle.

I broke the kiss with a gasp as I realized while Max was distracting me with the kiss he was pushing in farther. His cock nailed my prostate like an arrow hitting a bull's-eye. Max just smiled as he nuzzled me, his silent way of asking for another kiss. I was happy to oblige.

Bolts of pleasure rained down on me as Max gently fucked around my prostate, not even half his cock inside me and I was dying from the pleasure. Max broke the kiss with a growl and sat up before pounding into me. His cock sank deeper and deeper into my hole and I gave no protest as he fucked his way into my most intimate of places. My cock pulsed on my chest, a little spot of pre had formed on my chest where I had been leaking and Max smiled as he looked down.

Max picked up the pace before reaching down and gripping my cock with his big paw. I had to use all my will power not to cum right then and there. I was in sensory overload and I had no idea how to cope with the sensations besides moaning.

"Oh fuck...Oh fuck!" Max muttered, "I'm getting close...oh fuck! So close!"

"Oh don't stop Max!" I managed to get out before my lights shown brighter than they ever had before. I yelled out as my cock exploded. Stream after hot stream of cum hit my muzzle and chest before Max leaned forward and let some of the streams hit is chest.

"Here it comes!" he growled, "OH FUCK!" he shouted as the massive cock inside my ass shot hot jet after hot jet of cum into my hole. I gripped onto Max as best I could, my claws digging into his back as I linked my legs around his waist and pulling him in tight. It seemed like an eternity before I came down from orgasm, but it still seemed to short. Max gave a deep gator murr as he nuzzled up to me, my cum sticking between us in strands. I gave my own murr as I licked a stray strand of my cum off of his chin and settled into my afterglow.

I shuddered as Max pulled me close and we cuddled for a bit, not saying any words, just nuzzling and enjoying the sensations of our virginity melting away in a glorious burst of euphoric beauty. I sighed as I started to become aware of the time.

"Max," I started, "I have class in less than an hour."

I felt Max's now soft cock finally pop out of my hole and I felt a little trickle of cum dribble out behind it.

"Well," he said with a smile in his voice, "We can't have that."

Max got up and before I could get to my feet, Max griped me and picked me up into his arms. I gave a little cry of surprise but I definitely wasn't going to protest my new position.

"I guess there is another plus besides having privacy in a genderless bathroom. Open showers."

I smiled as Max carried me to the open showers to get us cleaned up and ready for class.

"I guess you've mastered the back stroke," he chuckled, "Would you be willing to work on doggy paddling next time?"

I chuckled, "You got it coach!"