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Leena stared down the three people who she had just caught having sex, her brother, Andy. Andy's girlfriend, a dalmatian named ZZ, and Ben a leopard she didn't know too much about. But the three were tied up in a knot of limbs, covered in wetness that came from ZZ. The smell was outstanding, hormones, cum, sweat, it assaulted Leena's nose. She was resting her chin on her palm, which was propped on the banister of the stairs. "So, how's it going?" She asked. All three started talking at the same time, nothing made sense as they spoke in unison. Leena nodded while they were all speaking. "Well, I must say..."

The front door slammed and the group all looked up toward the noise. Leena and Andy figured their mom just got home. "Quick, get dressed," ZZ said. The three fell to the floor in a heap. Each grabbing at an article of clothing.

The door to the basement opened wide, shining light onto Leena. "Leena, honey, is Andy here?"

"Yeah mom," Leena said. "He's down here with Ben and ZZ."

"Oh, okay." Andy and Ben heard the change in Val's voice as she spoke. Ben's heart fluttered in his chest. Andy pushed himself up, pulling his legs from under Ben's torso. They each threw on some clothes. ZZ got dressed correctly, but the boy switched underwear and shirts. Val came into view as Ben zipped up his shorts. ZZ was wrapped up in Andy's arms, trying to look innocent. However as soon as Val got to the basement all she could smell was sex. She smiled, but didn't say anything. "Hi guys, how was your night?" She asked. She was wearing a slinky purple dress, with spaghetti straps, Ben's heart didn't slow down.

"Good," the three said.

"That's good." The smell was getting to her. Val's date had been, okay, but the entire time she was with the arctic fox, she thought of Ben. Ever since the night of the party, Val's thoughts never went too far away from the leopard. Ben was sitting in an overstuffed chair that was next to the couch where Andy and ZZ were sitting. Val walked over and sat on the arm of the chair, placing her hand on his back. "Hi, Ben, haven't seen you in a bit." She smiled at him.

"Yeah, too long," Ben answered. The girls knew nothing of the fun times Val and Ben have had, along with Andy later on. "How was your date?" He asked. "Andy told me you had one tonight."

The elder lioness gave him a smile. "Oh, not great, but still, who knows. Maybe he'll call."

Leena rolled her eyes. Her answers would have to wait, she wasn't going to bust them while her mom was right there. Besides, if those guys like groups, Leena thought as she walked up the stairs, that may mean I can join in, and get a shot at ZZ. She smiled to herself as she left the basement.

"So, guys," Val started. "If you were going to do something, maybe you should open a window." ZZ started to blush so hard it showed through her fur. She buried her face into Andy's chest. "Oh, ZZ, I don't care, as long as you guys were safe." None of the three looked at her. "Come on, Andy, I thought I told you."

"I know, mom, but it kinda happened, quickly." ZZ didn't move her head from Andy's chest.

"What about you, Ben?" Ben looked away. She put her hand on his head and rubbed his head fur. "Come on, boys. You used one with me, you should know how I feel about that."

ZZ looked up. She looked into Andy's eyes. "Did she just say?"

Andy didn't say anything, he was pretending to be shocked as well.

Val's fur on the back of her neck stood up straight. She didn't mean to come out and say it like that. For some reason she had just forgot that ZZ didn't know. "I mean..." She started. "Oh, shit."

Ben just stared wide-eyed. "Uh."

"You two," ZZ said. "You two had sex?"

"Yeah," Ben said. "Yeah, we did." Val slid down into Ben's lap. If ZZ knew, she didn't have to hide it. She wrapped her arms around the leopards neck. Ben smiled at ZZ.

"Well, uh, cool," ZZ said. She didn't really know what else to say to them, it was weird that Val was sleeping with Ben, he was so much younger than her. But whatever would float their boat. "Andy, did you know about this?"

"Yeah, I did."

"Why didn't you tell me?"

"I didn't want to get my mom in trouble."

"The legal age is sixteen, they're fine." ZZ looked around at the group. "You knew that, right?"

"I did not," Andy said.

"It wasn't really the legality that I was worried about," Val said. "It was more the taboo of him being my son's friend, and the age difference."

"Oh, you knew. I didn't know," Ben said.

"Of course, Ben." The lioness snuggled up with the leopard. The felines started purring together. Andy felt a strange watching this, he ushered ZZ from the room, allowing them to have some alone time. They started kissing, their tongues intertwining together. "So, kitty, what're you up to?"

"I'm really tired," he said. "I would like to stay, but..." He told her what the three had done earlier. "See."

"Yeah, sounds like you guys had a big night."

"Yeah, I'd love to, umm, spend some time, but I'm tired."

"Well, why don't you call your parents and say you're going to stay here tonight. We can wake up together."

The next day was a Friday, his mom would never allow that to happen. It was already eleven at night, and he was going to be in deep shit for staying out this late on a school night. "I can't, but maybe tomorrow."

"Sounds good." She kissed him deep. Reaching down and letting her fingers glide across his hard dick, that was contained in his shorts.

When Ben got home, his mom was waiting for him. "Where were you?"

"I was at Andy's, Sorry, I lost track of time."

His mom was tapping her fingers against the kitchen table. "Lost track of time, with a girl?"

"No, mom, I was with Andy."

"Andy, has a girlfriend. And a sister, from what I remember." His mom was always worried about Ben having sex, even since he got his first girlfriend, who broke his heart this past summer. She had found a used condom in his trash can and started to freak out on him. "So, were either of them there?"

"Leena got home just a couple minutes before I left. ZZ came over but Andy and I were working on our project for school, so she watched t.v. while we worked."

She didn't seem pleased by that answer. "Where was Andy's mom?"

By now Ben was eating a granola bar while taking off his shoes and socks. "She was on a date. She got home just before I left too." Taking a big bite of the granola bar. "Okay? Nothing happened, mom."

"I'm not sure, you seem oddly hungry."

"I was smoking pot."

"Benjamin!"

"I'm kidding. I haven't eaten since dinner. I'm hungry." He walked past her, heading towards his room.

"Ben, we aren't done talking about this."

"Mom, I'm tired, can we talk about it tomorrow?" He finished his food. "Please, I'm tired and have school in the morning."

"Fine, go to bed, and come home right after school tomorrow. We will continue."

"Right," Ben said as he walked into his room. He fell face first onto his bed. Pulling his clothes off awkwardly as he was on his bed. The smell of ZZ still clung to his fur. He should get a shower. But he was tired, he'd wake up early, and take a shower. He didn't want people to know. His eyes shut and he fell asleep.

At school the next day, Ben was cleaned and showered, and in class talking to Andy about their project. "So, that was awkward last night," Andy said when he knew no one was listening.

"A bit. One thing right after another."

"No kidding."

Ben was writing into his notebook. "Did ZZ say anything else last night?"

"Not really. She was embarrassed about slapping you. She's going to apologize the next time she sees you. And when she was turned on and everything that happened on the couch."

"Oh, well, that was fun."

"I know, right?"

Ben really wanted to talk about the feeling of their dicks touching while stretching out ZZ, the way they slid back and forth using ZZ's cum as lube. He found himself getting hard thinking about it. "I think I'm going to stay at your house tonight," Ben said.

"Sweet. With my mom, I'm guessing?"

"Yeah," Ben said. "Doesn't mean you can't join us."

"We'll see." The two worked on their project, both of them with a tent in their pants, luckily they were sitting at a table, no one could see.

ZZ found Ben and did apologize for the entire night. Ben said it was okay. She said she was really sorry about slapping him, the other thing she was sorry. But she liked it. She then blushed and walked away.

When Ben got home his mom was waiting for him. "Benjamin, we still need to talk."

Ben sighed. "I know. What would you like to talk about, mom?"

"What were you doing last night?"

"I told you, mom," Ben said. "Nothing, funny, happened." Ben was becoming a better liar then he ever thought he would be.

"I think you're lying Ben," she said. Maybe he wasn't becoming a good liar. "I think something has happened. I think you and Andy are doing something." Ben's guts knotted. While his mom was upset when she found out Ben had slept with his girlfriend, being gay though, he didn't know how his mom was going to act.

"What are you talking about?"

"I think you and Andy might be in a romantic relationship." Ben bit his lip. "Is that a yes?"

"No, mom, Andy and I, haven't done anything."

"Ben, tell me the truth."

"Fine, Andy and I have, been," he stopped, how far should he go. "Pleasured each other." His mom's face turned a deep red, as her eyes went wide as saucers. "We aren't in a relationship, but we wanted to experiment."

"Ben, thank you for telling me." She walked up to the leopard and gave him a hug. This was uncomfortable for Ben, his mom shouldn't be thanking him for having sex with Andy. "If you feel like, in your heart of hearts, that you and Andy are supposed to be a couple, or with any other boy, I'm fine with it."

"Thanks, mom. This is going to be strange, especially with this talk, but can I stay at Andy's tonight?"

"Of course. But," she walked into her bedroom and walked back with a box. "If you guys do anything use these." She handed Ben a box of condoms. "I want to make sure, you two are safe."

"Thanks, mom. Thank you for buying me condoms." Ben walked to his room, packed a bag, placing the box on top, and gave his mom a hug and a kiss before walking to Andy's house.

Val invited Ben into the house with a smile and a kiss. "Hey, cutie," she said.

"Hi, is Andy home?"

"Not yet, he still has football, so he won't be home until ten or so."

"Oh, what about Leena?"

"Nope," she pulled Ben into an embrace, she started to kiss and nibble at the smaller cat's neck. "We will be all alone, until ten."

"Good," Ben said, dropping his backpack on the floor.

Val started pulling Ben's shirt off of him, rubbing her hands over his stomach and around to his back. She kissed his stomach getting lower and lower, until she reached his pants. She unbuckled them and let the shorts fall to the floor, she pulled his boxers down, his hardening dick swelling in front of her eyes. She gripped Ben's thick cock and licked over the bright pink head. "It's been too long," she said as she licked his head again. She took his dick into her mouth, she had to stretch her lips to the max to do it. His cock was thicker than it should be, but she loved every bit of it. Her eyes locked onto Ben's face, his eyes were closed, his mouth open, with his tongue hanging out. Ben's dick head touched the back of her throat and he let out a long moan. Val reached up and started to fondle his furry balls. His hands found Val's head and he started to hump softly into her lips. She choked a bit but let the leopard have his fun. She would gag each time his head touched the back of her throat.

He grunt once and started to fill her mouth and throat with his thick cum. Pulling out he fell onto the bench that was by the door. "That was fun."

"Yeah, but we are far from over. I want to try some new things."

"Such as?"

"You'll have to wait and see. Let's get upstairs." She grabs his paw and leads him up the stairs to her room. She pushes him onto the bed climbing on top of Ben. Their lips met and fought with each other. Rubbing her body up against the leopard his dick in between them leaving a little cummy mess on their stomachs. Val pulled her shirt off, she wasn't wearing a bra, and her tits came into view. Ben grabbed onto them, rubbing the mounds. He sat up and latched onto one of her nipples suckling on it. She placed her hand on the back of his head and moaned as he sucked like Andy once did to feed. "Baby, I love this, but I got something I want to try." She pulled away from him. Standing up she told Ben to come over to her. He did. "I want you to bend over the side of the bed, with your torso on the bed." He did as told. Val got on her knees and lift up Ben's thick tail. She saw his pink hole, her tongue dug into the leopards body. Ben started to moan. She pushed her tongue as far as she could into the muscled ring. Pulling her tongue out she licked over the opening a couple of times. She pushed her index finger into his body, getting another moan from Ben. "You like that, baby?"

"Yeah," he moaned into the blankets.

"How about if I do this?" She added a second finger to Ben's body. Ben moaned again, feeling his body being stretched out more. "So, honey, what if I had a toy to put back here, would you like to try that?"

"Yeah," Ben said again.

Val walked to her nightstand. She pulled her pants off and into her nightstand. Pulling out a harness with a flesh colored horse dildo attached to it. Grabbing a bottle of lube out she sprayed it onto the dildo rubbing it all over the fake cock. She sprayed some onto two of her fingers and then pushed them inside of Ben. The leopard moaned loudly. She pulled her fingers out and started to rub the fake head against his opening. "Are you ready?"

"I think so."

"Flip over, I want to see you." Ben did. He placed his feet onto Val's shoulders as she slowly pushed the dick into him. Ben moaned as his body was stretched out the cock pushing against his prostate as it went past, making his cock shoot pre onto his spotted belly.

"This feels, weird," he said.

"Do you want me to stop?"

"No, keep going, it feels weird but good."

She pushed in until her crotch reaches Ben's butt cheeks. Bending over his body she started to kiss him. "How's it feel now?"

"Pretty good."

"Good." She started to hump his asshole. Ben moaned loudly, his cock spitting pre as the fake dick pushed against his prostate, stimulating his body. She lift his legs up higher so she was coming down on his body more, much like the first time they had had sex. Ben's cock was flopping around as she fucked him. He reached up and jerked his dick while she humped him. The smack of her hips on his cheeks and his moans filling the room, along with the creaking of the mattress. "Baby, you look so cute, right now." Ben didn't answer he was to busy moaning as she made love to his back door. His climax was building, the way she was humping him, the erotic situation he was in.

"I'm cumming," he called as he started to spray his cum all over his face. Val loved the look of his face covered by his cum, the smell. She moaned and started to cum, spraying her liquid all over Ben's legs and the bedspread. She slowly pulled the cock from Ben's hole. She laid by him, licking his jizz from his face. Ben tried to catch his breath as he said. "That was fun."

"Yeah, so you liked my surprise?"

"Yeah, I did."

"Have you ever had anything else back there?"

"No, just you have done anything in my butt."

"Well, I'm honored." The two snuggled together. Val looked at the clock on her nightstand. It was only five o'clock. They still had a long time together. She pulled the leopard closer to her feeling his warmth. "I love you, Ben."

Ben was a little shocked, but only for a moment. "I love you too."