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"Just give it back, Max."

"No way, Sarah! You're going to bed soon, anyway."

"That's beside the point! Just give it!"

"No, you've had it all night!"

"You have your own T.V.!"

"But this one's bigger! And I wanna hang out with Melissa."

Melissa flattened her ears back as she padded out of the kitchen. When the red vixen left her best friend Sarah's living room a few minutes earlier, the lion siblings had only just begun arguing about the television remote. Melissa was sure they'd have resolved it in the time it took her to eat a snack, and return with drinks, but it seemed she was mistaken. With an unopened can of Mountain Dew in each hand, she paused in the doorway to observe.

Sarah sat on the expansive, dark-red leather couch that took up a large part of the living room. The lioness wore a pair of loose, comfortable pajamas. Both her shirt and pants were a matching powder blue, slightly paler than her indigo eyes. Her golden-furred ears were flattened back, and her muzzle was slightly twisted up in frustrated grimace. Her dark tail tuft thumped against the couch cushions.

The lioness folded her arms, smirking at her younger brother. "Just because you have a crush on Melissa, doesn't mean she wants to hang out with you."

Max gaped at her, his muzzle hanging open. The younger lion's eyes, a brighter blue than his sisters, went wide behind his black-framed glasses. "That...that's not...shut up!"

As the geeky little lion stammered, Melissa grit her teeth to hold back laughter. The fact Max had a crush on her was a secret about as well kept as her own brother's crush on Sarah. Once Max got over his stuttering, he was eager to use that very fact against his older sister.

"Well, Adam has a crush on you!" Max thrust the TV remote at Sarah. "But you still like hanging out with him! And...and doin' stuff!"

Sarah gasped, her ears shooting up. Her jaw dropped, sharp teeth on display. "He told you that?"

"Yeah, he said you guys were makin' out on his bed!" Max laughed, tufted tail twitching behind him.

"Oh...right. Yeah, we did that..." Sarah scratched at one of her ears, glancing away. "Yup, that's what we did."

"Wait...wait." Max sucked in a breath, going rigid. "What else did you do? Oooh, if he put one hand on you I'm gonna--hey!" Max yelped and danced out of the way when Sarah aimed her foot at his crotch in a half-hearted kick. "Hah, missed me, missed me!"

Melissa smirked. That's one way to distract a guy from asking too many questions. It seemed as good a time as any to interrupt them. Sarah had already admitted to Melissa what really happened, and while the vixen was angry at first, it hadn't lasted long. As far as she was concerned, they were both welcome to do whatever they wanted, with whoever they wanted. No sense letting her friend get humiliated about it.

"Oooh, better watch out, Dork," Melissa said as she entered the living room. "She almost nailed you right in the kitten marbles."

Max spun around towards the vixen, glaring at her from behind his glasses. "I don't have kitten marbles!" He flattened his ears, and waggled his hips, tail swishing. "I got big, fat, lion nards, so there!"

"Uh huh." Melissa made a show of looking the lion over. Somehow despite being shorter than the girls, his scrawny frame still managed to look gangly. A youthful mane was only just starting to dapple his neck with dark, scruffy patches. He was wearing a dark blue t-shirt with an anime vixen knight in skimpy armor, along with black and red pajama pants. Melissa walked up in front of him, peering down at the smaller male. "Oh yeah, Runt, I bet they're huge."

Max covered his crotch with one hand, and held the T.V. remote out behind him with the other to keep it from being snatched away. "They're plenty huge!" The young lion grinned at her, his ears perked. "And they're staying covered up till they're out of range again."

"Smart kitten." Melissa bumped her knee against his protective hand, then turned and flopped down on the sofa alongside the lioness.

"I'm notta kitten!" Max slowly removed his hand from his balls, and moved a little closer to the girls. He remained just out of reach, but waved the remote at Melissa. "And that's where I was sitting."

"Yup. But now it's where I'm sitting." Melissa leaned against Sarah, nuzzling at her neck. "Hiiiii, sexy."

Sarah only laughed and shoved Melissa's muzzle away with a golden-furred hand. "Cut it out, Mel."

Melissa only giggled. Sarah smelt nice after the shower she took earlier, her fur scented like sweet flowers. "Hey Max, what would you do if I made out with your sister right now?"

Max's jaw dropped.

"I'll take that to mean, you'd get the most confused chubby of your life." Melissa laughed, and nosed at Sarah's cheek. "Should we do it?"

Sarah snaked an arm around the vixen's middle, staring at her brother. "Not in front of him! Max, go to bed so Melissa and I can make out."

The vixen tilted her head. "Poor kitten's gonna have such a confused boner later..."

"Yeah...poor little dork."

"Which one of us are you gonna jerk it too?"

"Gross, Melissa!" Sarah scrunched her muzzle and shoved the vixen away.

Laughing, Melissa retaliated by pushing one of the cold soda cans against Sarah's ear. The lioness squealed and wriggled out of reach, then playfully kicked at Melissa till the vixen retreated. "See? This is why I'm going to bed early! Lioness abuse!"

"Oh yeah, you're real abused." Melissa twisted around on the sofa until she was draped across it with her back up against the arm, and her feet prodding at Sarah's hip. "You better watch it kicking at me like that! Keep it up and I'll get you where it counts."

Sarah folded her arms, rolling her eyes. "I don't have a 'where it counts'."

"We'll see if you still feel that way when I shove my foot there!" Melissa picked up one of the sodas, cracked it up, and took a drink.

"What, like this?" Quick as she could, Sarah shoved her foot between the vixen's legs.

Melissa jerked upright and gave a startled vulpine yip when the lioness's bare foot was suddenly flush with her sex, separated only by thin fabric. Soda sloshed onto her shirt! "Hey! You made me spill all over myself! And your foot is..." She wriggled back a little, ears heating. "Right there."

"Yeah, I know." Sarah wiggled her toes, and Melissa shivered. "I can feel it. See? You're not the only one who can be an evil tease lately." She pulled her foot back, only to drape it across the vixen's lap instead.

"Guess you learned from the best." Melissa shook her shirt out a few times. "You got me all wet."

"Yeah, I bet I did." The lioness' voice dripped with smugness.

"Maybe that way, too..." Melissa glanced at Max. The geeky lion stared at her with wide blue eyes, and his tongue slightly hanging from his muzzle. "Are you still here?" Her eyes drifted lower, where he was conspicuously hunched forward, using his shirt to cover himself. "Did you get a frickin' boner?"

"No comment." Max flashed her a sheepish smile. "Isn't one of those sodas mine?"

"Oh, right." Melissa snatched up the other can in a flash, and tossed it at the lion's head. "Catch!"

"ACK!" Max stumbled back, dropping the TV remote in his attempt to catch the soda. He caught the can but the remote clattered across the wood-paneled floor, towards the large, flat-screen TV mounted on the wall. "You coulda just handed it to me."

"And you coulda just given the remote to your sister when she asked nicely."

"Speaking of which." Sarah pulled a small cushion free, and tossed it at the male lion. He grunted when it bounced off his chest. "Pick up the remote and bring it over."

"You're going to bed anyway." Max cracked his Mountain Dew open and took a noisy sip.

"But I'm not." Melissa pointed at the remote. "So bring it here, ya little brat."

"You don't mind me going to bed, do you? I know you wanted to...hang out...together." Sarah glanced at her brother, and Melissa did the same, hoping he hadn't caught onto any hidden meanings. When he seemed oblivious, Sarah went on. "But mom had me up at like, dawn today to run all over town with her. I thought we'd have more...yanno...hang out time, tonight, but kitten marbles here didn't go to his own sleepover like he was supposed to."

"Don't blame me! I wanted to go too, but James got sick." Max huffed, glaring at his sister. "Besides, you guys have been hanging out all night!"

Sarah sighed, shook her head, and then a deep yawn split her muzzle. She stretched her arms towards the ceiling, her hands splayed. Sarah's shirt slipped up, revealing the soft golden fur of her belly. Though Melissa hoped it might slide up far enough to give her a peek at something else, the lioness' breasts remained barely concealed. At least the lovely, rounded curves were outlined against the powder blue fabric. Sarah licked her muzzle as her yawn, and her stretch, ended. "See? This is why I gotta go to bed before I fall asleep on the sofa."

"But that would be adorable." Melissa giggled and nudged her friend with her foot again. "Nah, don't worry about it, I understand. You can do that big kitty-stretch thing again if you want, though. You almost flashed me that time."

Sarah tilted her head towards her brother. "If he wasn't here, I probably would flash you. If you asked nicely." She stuck her tongue out.

"You are in a teasing mood tonight." The vixen' heart quickened a little at the thought. It wasn't as if they hadn't seen each other nude a time or three, but going skinny dipping or changing in locker rooms was different than showing off for each other.

"Yeah." Sarah giggled, shrugging. "I guess your bad habits are rubbing off on me."

"I haven't even started rubbing off on..." Melissa trailed off when she spotted the young lion staring at them again. She growled at him. "If I have to get that remote myself, I'm gonna beat you to death with it."

"S-sorry...you two are distracting me." Max glanced back and forth between the two girls. "Wait, why did you want me gone tonight? You two weren't planning to...to...."

"If you finish that sentence, I'm gonna drag you back to your room by your nards." Sarah made a fist in the direction of the lion's crotch. "We weren't planning anything. We just wanted you gone cause you're annoying."

Melissa smirked at the lioness. Sarah wasn't exactly lying, but she wasn't telling the whole truth, either. The vixen and lioness had gotten more intimate in their friendship, lately. They'd made out a few times, and shared some awkward groping. When they planned this sleepover, they thought they'd have the living room in Sarah's house to themselves. It was isolated enough from all the home's bedrooms that no one would disturb them, let alone hear them. While they hadn't planned anything, Melissa had been hoping to slip a hand up her friend's shirt for a while, at the least. But with Max clinging to them all night long, the chance hadn't come up, and now Sarah was about to fall asleep on the couch.

The vixen pushed Sarah's foot out of her lap, and crawled across the sofa to whisper into her ear. "If I had balls, they'd be soooo blue right now."

Sarah clapped a hand to her muzzle, ears splayed as she fought back giggles. "Oh my God." She swallowed, then reached for Melissa's soda, and took a drink. She licked her muzzle, shrugging. "I could try to stay up..."

"Nah, it's alright." Melissa settled back down. She knew the poor worn out lioness needed all the sleep she could get. "I'll be around all day tomorrow, maybe we'll get time to hang out then."

"Hang out." Max made air quotes with one hand, giggling.

"Remote." Melissa snapped her teeth, pointing at it. "Now!"

"Geez, fine, fine." Max set his soda down on an end table, then sized up the distance between the girls' feet, and the remote. Satisfied he was out of range, he bent over to pick it up.

When the young lion bent over, his scrawny leonine butt was presented to the girls. A loop built into his waistband hooked over the top of his tail. Melissa's gaze drifted lower. She nudged Sarah and gestured at Max. In his awkward position, the young lion's testicles were clearly outlined against his pajamas pants in twin rounded bulges.

"Oh my god!" Sarah burst out laughing. "Nice kitten marbles, Maxy!"

Max grabbed the remote and straightened up in a flash. He whirled back around, glaring at his sister. "I don't have kitten marbles!"

"Are you even wearing underwear, Max?" Melissa giggled with her friend, her bushy, black-tipped tail swishing.

"Maybe..."

"That sounds like a 'no' to me." Sarah scrunched her face. "Gross."

"To be fair, I'm not wearing underwear either." Melissa tilted her head towards Sarah. "Neither are you, I bet."

"That's different!" Sarah huffed, toying with her tail tuft. "I always just wear pajamas after a shower."

"So do I, and I had a shower too, so what's the big deal?" Max took a cautious step towards Melissa, holding the remote out like a peace offering.

"The difference is, we don't have anything down there that needs to be..." Sarah managed to twist her muzzle up even further. "Supported."

Melissa jerked her thumb towards the lion's crotch. "Neither does he from the look of it."

"HEY!" Max stomped a gangly leg. "I got plenty to support! And...you girls didn't seem to mind that James went around free-ballin' that night at Melissa's!"

"Gods, has everyone heard about that?" Sarah tossed her head back against the cushions. "It's different when James does it, because James is sorta hot, and he's not related to me!" She stared at the ceiling, waving a hand. "When you do it it's...ugh!"

"I bet Melissa doesn't think it's 'ugh'." Max gave Melissa a hopeful smile, bouncing on his toes. "Right?" While Sarah wasn't looking, he mouthed another word. Please?

Melissa only shrugged. "I think it's cute when guys do that."

"Seeeeee?" Max bounced on his toes again, tail swishing behind him.

"Makes me kinda tempted to pants you, and see what you felines look like down there." Melissa leaned forward, grinning at the lion.

"...What?" Max took a step back. "N-no, that's okay."

"I thought you had big, giant, huge, lion balls." Melissa clucked her tongue, splaying her ears. "I guess if you don't want me to see, you must be lying."

Sarah giggled, sitting up again. She took another drink of Melissa's soda. "He'd probably die of embarrassment if you saw."

"You know, there's more sodas. I asked who wanted one. Max wanted one. You said no." Melissa took the can back. "Do you want me to get you one?"

"No, I'm fine."

"Then stop drinking mine!" Melissa took a long drink, then sighed. "It's almost empty already."

"I'll get you another one, if you want." Max took a few steps towards the kitchen, then paused. "Er...do you want one?"

"I want." Melissa slowly and deliberately lifted her hand, pointing towards the TV remote. "That."

"Oh." Max padded back towards the couch, holding it out. "Right."

Melissa finally took the remote from him, tapping it against her palm. She gave Sarah a devious smile and mouthed the words, get ready."Hey Max, I wonder who would be more embarrassed if I yanked your pants down right now, and we all saw everything. You, or your sister?"

"Shut up, Mel." Sarah rolled her eyes.

"Probably Sarah." Max smirked at his sister, then gulped. "But...w-we don't need to test that."

"Sure, we do!" Melissa grabbed for his pajamas. "Let's find out!"

Max yelped and stumbled, snatching at the waistband of his pants to hold them up. But no sooner was Max distracted by the vixen than Sarah launched her foot for his crotch. This time the lioness' golden-furred footpaw buried itself right between her brother's legs, nailing both the scrawny lion's testicles dead on. The impact made the lion's balls bulge out against his pajama bottoms just like his eyes bulged out behind his glasses.

"AWWWWWHHH!" Max crumpled in an instant, his maw wide and his eyes crossed. He hit the floor, squirming around at the girls' feet in a heap of gangly feline limbs.

"Ooooh, bullseye!" Melissa threw her fists in the air, laughing.

Sarah just leaned forward off the sofa, watching her younger brother roll around, clutching his aching lion nuggets. "Didn't miss 'em that time, did I!"

"Uuhhhhnnnnnn!" Max rolled back and forth, a few tears wetting his glass. His whole face was scrunched up now, fangs bared in a twisted grimace of male pain neither girl would ever understand. "Nnnnrrrrrhhhhh! My nards! My frickin' nards, my naaaards!"

"Aww, poor Maxy." Sarah leaned back and plopped her feet up on her wriggling brother. "Right in both kitten marbles, huh?"

"They're not...uhhhh! Kitten...awwwh...marbles!"

Melissa giggled, shaking her head. "It can't hurt that bad if you're still bragging about their size."

"More like lying about their size." Sarah lifted a foot, wiggling her toes in the air. "I felt 'em crunch. They're definitely marbles."

"Hah, nice one!" Melissa high-fived her friend.

"Thanks!" Sarah set her foot back down, nudging the wriggling male feline. "I've been waiting to get a chance to do that since he was teasin' me about Adam."

"Oh yeah, the little brat had it coming." Melissa nodded, then finished off her soda. She tossed her can in a wastebasket. "I was trying to set you up for it, actually."

"Yeah, I thought so. Thanks!" Sarah nudged Max again. "You okay down there?"

"Uhhhnn...shut up..." Max whimpered and sniffled, rocking back and forth. "Oooooh, my nards!"

"You still got 'em both, right? Or do I have to start calling you Maxine?"

"That's not funny!" Max's voice sounded squeakier than usual, and had both girls laughing.

"I dunno, Sarah, you might have a new sister." Melissa pulled off a couch cushion, and thumped Max with it. He yelped and tried to bat it away. "At least Maxy Kitten works both ways."

"That's true." Sarah stood up and stretched, her shirt riding up again. "I should get to bed." She nudged her brother, wiggling her toes against his protectively cupping hand. "Your nards gonna be okay?"

"Eventually..." Max rolled away from her, groaning, rubbing his legs together. "Awwrrhhh...no thanks...to you."

"Which one hurts the most?" Melissa stood up alongside her friend, then bent over to tug on Max's tail. "Huh? Which kitten marble hurts the most?"

Max whimpered, squeezing his eyes shut for a moment. "The left one...and stop calling them that!"

"Your left one, huh?" Sarah snickered, walking around the couch. "Probably hangs lower like A-" She snapped her jaws shut, and gave Melissa a guilty look. "James', I mean."

"Uh huh."

Sarah held her hand out with a sheepish smile. "Walk me to my room?"

"Love too!" Melissa twined her fingers through the lioness', following her down the hallway and up the stairs.

"Okay, but only to my room, not to my bed. And that's...I mean, I'm not inviting you to join me. You can sleep in there, of course, but not with me. In my bed. I mean, you can sleep in the room, but..."

Melissa let Sarah stumble over her words all the way to her bedroom. It was adorable the way she got so flustered about this. Not that Melissa considered herself any sort of expert, but the only time Sarah seemed to get all adorably stammer-happy was when this kind of topic came up.

When they reached her bedroom door, Melissa playfully shoved her up against the wall, whispering into her ear. "You're fucking adorable when you're nervous."

"Thanks..." Sarah nuzzled at the vixen's throat, leaving her shivering. The lioness circled her arms around Melissa, fingers roaming down her back. "I...thought about... inviting you in for...more than sleep, but...yanno. We'd probably get caught. Your house is more soundproof than mine. Here, no one hears anything from the living room, but...all the bedrooms are up here, and--"

Melissa pressed her muzzle to Sarah's, mid-sentence. The lioness' eyes went wide, but she parted her mouth to return the kiss. Sarah's fingers twined through the fur on the back of Melissa's neck, and Melissa cradled Sarah's head. Their tongues met and danced, their bodies pressed together. The vixen's hands roamed down Sarah's body, teasing at golden fur, gliding over blue fabric. Meanwhile, Sarah's free hand slipped all the way down the vixen's back, to gently squeeze at her rump.

Sarah pulled back from the kiss, panting. She glanced back towards the living room. "How long do you think it's been since I kicked him?"

"I dunno...five minutes?" Melissa nuzzled the lioness' muzzle, licking her. "Why?"

In response, Sarah slipped her hand up into Melissa's shirt. The vixen gasped, back arching a little at the wonderful feeling of warm fingers around her breast. When Sarah kneaded it a little, Melissa bit her lip to hold back a moan. Sarah nibbled at Melissa's throat, her thumb teasing her nipple. "Cause I don't wanna get caught with my hand up your shirt or my tongue...anywhere. He's usually down like twenty minutes. So we have...fifteen minutes or so?"

"Oooh, sneaky kitty, thinking ahead. That works for me." The vixen put a hand over her shirt, stroking the lioness' hidden fingers. "That feels nice." Melissa swallowed, her heart hammering. "Do you wanna see them? You can take them out, if you want..."

"I'd love too."

Sarah eased her hand out of the vixen's shirt, only to grasp it and slowly tug it upwards. Melissa shivered at the way it ruffled her fur, and then shivered harder when her white-furred breasts were exposed. Sarah went even further than Melissa expected, pulling her shirt all the way off, and tossing it to the floor.

"We're so gonna get busted." Melissa grasped Sarah's hands, and smiling at her, placed them on her breasts. The lioness' touch was warmth and delight, soft pads brushing her nipples as Sarah caressed her. "Oh...Oh, god...that's nice."

"I'm glad...you have really nice tits, Mel." Sarah flashed her a devious grin. "Can I...can I...lick one?"

"Lick one? Really?" Melissa blinked, then giggled, running her hands back over Sarah's ears. "You can lick anything you want."

Sarah smiled up at the vixen, and without breaking eye contact, brushed her muzzle against Melissa's right breast. Slowly, she played her tongue out, and rolled it across Melissa's nipple. Pink tongue played over pink nub, bringing with it a wash of warm delight. The lioness' tongue was not as rough as ancestral felines, the hint of coarseness was more like intense velvet than roughness. Melissa clamped her jaws shut to keep from crying out, only for Sarah to lick her again.

This time the lioness swirled her tongue, and Melissa couldn't stop a muffled gasp. She pressed herself to the lioness, and Sarah put a hand on the vixen's bare side to stabilize herself. Then she alternated between nuzzling and licking that breast a few more times before turning her attention to its twin. Melissa panted, her tongue nearly hanging from her muzzle. She stroked Sarah's ears, trying to show her appreciation with silent tenderness and affection.

Sarah nosed at the area between the vixen's breasts, then lowered her muzzle, her tongue playing across white fur. At the same time, Sarah's hands slipped down to Melissa's hips. She tucked her fingers into the waistband of Melissa's pajama bottoms, tugging them down ever so slightly. Once again, she glanced up at the vixen, her eyes gleaming, muzzle twisted in devious grin.

"You said I can lick anything I want?"

For once, Melissa found herself speechless. Either Sarah was going really far out of her way for a tease, or Melissa wasn't the only one who'd been fantasizing about trying a few things lately. As Melissa worked her jaw a few times, trying to find her voice, Sarah eased back up and gently kissed her. Sarah's hand slipped into Melissa's pajamas, cradling her sex. When the lioness stroked her cleft, Melissa almost melted into the floor. It was strange to think that whenever she'd imagined them going further than making out, she'd always imagined herself as the one starting it. But now with her friend's hand buried in her pants, it somehow seemed right that Sarah was the one making the first serious move.

"I wanna try something. I've...been thinking about it, and...I wanna do it." Sarah whispered into the vixen's ear, gently caressing her. "C-can I?"

Melissa wondered how long Sarah had been thinking about trying this, and just what helped her find the nerve tonight. Maybe Sarah was more disappointed they hadn't gotten any alone time in the living room than she let on. Tempted as Melissa was to suggest they slip into Sarah's room together, it almost seemed as if that was against some unspoken rule. That if she so much as brought up the reasonable thing to do, then the spell would be broken and they'd both stop and awkwardly laugh all this off. And right now, that was the last thing Melissa wanted.

"Oh, please do, Sarah." Melissa kissed the lioness' muzzle.

With a playful snarl, Sarah eased down Melissa's body. She nibbled and licked at the vixen's fur, nuzzled her breasts, and soon, was nosing at her belly. Sarah settled onto her knees between the vixen and the hallway wall, then leaned against Melissa to reach behind her and undo the tail-tie of her pajamas. As the tie came undone, Sarah leaned back a little, glancing down the hallway towards the living room.

"You should just..." Melissa looked that way, too. "Ease them down, a little. In case he gets up..."

"I know, but..." The lioness' ears swiveled. "I think I can still hear him moaning. I shoulda kicked him twice."

Melissa giggled, listening to the distant, whimpering moans. "Yeah, I can too--wait, twice? Were you planning this?"

"Not exactly, but...I knew you were hoping, and...I was hoping too." She licked her muzzle, then nuzzled at the vixen's lower belly. "And when you kissed me, I didn't wanna waste the moment." She slipped her fingers into the vixen's pajamas, giving them a little tug. "And now, I want these down. All the way. I want my vixen naked..."

"Okay..." Melissa shivered, swallowing back her nervousness. So what if they got caught? What was the worst that would happen? Sarah's family was open minded, and embarrassment was survivable. "Pull 'em down, then."

Sarah didn't wait any longer. She pulled down the vixen's black pajama bottoms, past the curves of her butt, the swell of her hips, and further. Till all the creamy white fur of her inner thighs was exposed, along with the pinkness that lay between them. As soon as the garment pooled around her black-furred feet, Melissa stepped out of it so she could spread her legs for Sarah. The vixen's heart thumped so hard she was surprised Sarah couldn't hear her ribs rattling. She'd been naked in front of Sarah before, but never in so public a place, and never for anything truly sexual.

The lioness set her hands on Melissa's hips. She stroked her fur, then ran her hands behind Melissa, to grasp and squeeze her butt. Melissa wriggled into her touch, her breath coming in needy pants. She flicked her tail, watching as Sarah inched her muzzle closer and closer until Melissa could feel her warm breath washing across the lips of her sex. She shuddered, whimpering.

"Your pussy is so cute..." Sarah smiled up at her, muzzle brushing the vixen.

"Thanks..." Melissa swallowed hard, licking her nose. "I bet yours is-Mmrruuhhohmygod!"

The sudden blissful swirl of Sarah's hot tongue stole her words, and replaced them with noisy, delighted gibberish. The lioness glared at Melissa, eyes wide, her voice a nervous hiss. "You have got to be quieter than that!"

"Sorry." Melissa took a deep breath to steady herself. "No one's ever...yanno."

"I know..." Sarah's eyes darted away, a sheepish grin gracing her cute little feline snout. "I wanted to be the first."

"Awww..." That was so unexpectedly sweet and touching that Melissa couldn't find actual words. Instead, she just tenderly stroked Sarah's ears with both hands.

The lioness leaned her head into the affection, her breath washing over Melissa's sex. "Now, can you be quiet this time?"

Melissa nodded, anticipation twisting up her belly into shivering coils. Sarah gripped Melissa's hips and pressed her muzzle to the vixen's pussy. This time, the feel of thick-velvet tongue made her gasp, but she managed to swallow back the moan it elicited. She pushed her hips forward against the lioness' snout, stroking the fur between her ears. Sarah's hands roamed around behind Melissa, squeezing her rump, claw tips prickling at her furred skin.

When Sarah's tongue swirled more forcefully, it brushed her clit, and left Melissa trembling. It was increasingly clear she was going to have more trouble keeping quiet than she realized. She'd never had someone's tongue inside her, and the feeling was even more overwhelming than she expected. The heat of the lioness' tongue was almost too much to handle as it circled around her sensitive bead.

The vixen clamped her jaws shut, her knees wobbling. She leaned forward over Sarah, bracing a forearm against the wall behind her lover. Then she pressed her muzzle to her arm to help keep quiet. Melissa spread her legs even further, not just to give Sarah access, but to try and keep herself balanced. With her other hand, she gently clutched one of Sarah's ears, kneading it, encouraging the lioness to keep going.

Sarah definitely kept going. Her tongue's explorations grew more urgent, swirling for a while, rolling against Melissa's clit. Then it dipped into her, tentative at first, only enough to part her folds. Soon Sarah's tongue was deeper, twisting within her, caressing inner walls. With every lap and whirl, and every panted breath, it was harder for Melissa to keep from crying out. When Sarah pulled her muzzle back a little, and focused on lapping at Melissa's clit, the vixen had to gently bite her own arm to keep silent during such constant bliss.

"Oh god..." Melissa lifted her head, wanting to watch for a moment. "Oooh, God!"

Melissa was rewarded with a stunning sight. The lioness' head was wedged between her thighs, muzzle bobbling a little with each lick and twist of her tongue. Sarah's golden fur stood in gorgeous contrast to the rusty red fur of Melissa's legs, and the snowy white of her belly and inner thighs. Her sex was all but obscured by the lioness, just a flash of pink now and then, behind a flicker of tongue.

"You're so beautiful," Melissa said, her voice a nearly silent whisper.

The twitch of Sarah's ears and the smile that graced her busy muzzle told Melissa she not only heard her, but appreciated it.

As if in reaction to the compliment, Sarah redoubled her efforts, snarling into the vixen's body. She rolled her tongue around Melissa's clit in ceaseless waves, leaving her legs shaking, and her pleasure spiking. Then Sarah purred. The throaty rumble vibrated all the way up through her tongue, adding to the vixen's delight. Melissa clamped her jaws shut, bucking her hips against her best friend's muzzle.

"Sarah...you're gonna...make me...!"

Sarah's purr only strengthened, and the lioness squeezed her ass, encouraging the vixen to cum. Not that Melissa really needed any encouragement. Having her clit licked that way for the first time was really all she needed. She rocked her hips a few more times, one hand atop Sarah's head. In the back of her mind, she half-dreaded Max would interrupt them any second. What a sight he'd be in for, with the vixen he had a crush on nearly naked in the hallway, and his sister's muzzle between her legs. Poor nerd would either be traumatized, or have boner material for life. Or be traumatized about having a boner.

When her pleasure soared into orgasm, Melissa didn't care anymore if he caught them or not. Ecstasy rolled through, and she had to wrap her hand around her muzzle to keep from screaming. Even then she cried out against her shut snout as Sarah's tongue just kept twisting around her clit while her inner walls clenched and her delight dribbled across the lioness's muzzle. Only when Melissa's legs gave out and she slumped over did Sarah finally stop.

Melissa flopped onto her back on the hallway floor, naked and in the moment, totally unconcerned about who might see her. She draped an arm over her eyes, panting. "Oh...oh, god, Sarah..."

Instead of a reply, all she heard from the lioness was a long string of very self-satisfied giggling. It took Melissa a few deep breaths before she began to relax, and then as her afterglow settled in, all she wanted to do was curl up around Sarah and snuggle her a while. Or throw her onto a bed, give her a taste of her own medicine, and then cuddle her.

Sarah crawled forward on hands and knees till she was just about straddling Melissa. She smiled down at her, and then licked her nose. "Thanks for letting me do that."

Melissa lifted her head to kiss her friend. "Thanks for _doing_it. It was...really...really...good." She blinked, scrunching her muzzle. "That sounded lame as hell."

"I know what you meant." Sarah eased off Melissa. "It's okay, I can't brain right after I cum, either."

"Speaking of which..." Melissa reached for Sarah's pajama bottoms. "Your turn?"

Sarah laughed and swatted her hand away. "Oh, no. You know we don't have time."

"Aww. I don't wanna leave you hanging." Melissa pushed herself up onto an elbow, stroking Sarah's fur.

"You don't owe me anything, Mel. I told you, I wanted to try that. And it was a lotta fun, too." Sarah leaned in to lick Melissa's nose again. "But I'm pretty sure I just heard Max limp his way into the kitchen, so you better get your clothes on."

"Shit." Melissa snatched up her shirt, and wriggled into it, then tugged it down. "Where's my pajamas?"

"Over here." Sarah fetched them, and tossed them over Melissa's head.

Melissa yipped and yanked them off her head. She tried to step into them, only to stumble and bump up against the wall. "Damn it!"

Laughing, Sarah caught her arm, then pointed to the bathroom door. "Just go get cleaned up. Flush the toilet or something. He won't know any better if he doesn't catch us."

"You just wanna see my ass when I walk away."

"That too."

Melissa made a point to waggle her hips, and swish her tail. "You better be careful, Sarah, or you're gonna end up with a habit of getting people off and then sending them away for the night."

Sarah folded her arms, huffing. "I really shouldn't have told you about that."

"I'd have been angrier if you didn't, and I found out later on my own. Anyway, s'all in the past." Melissa pushed the bathroom door open, then glanced back. "Unless I do something nice for Max later to even things up."

"Like I'd care." The perked her ears, peering down the hallway. "I can't believe he didn't catch us."

"Beginner's luck, I guess." Melissa laughed and gave her friend a wave. "Night, Sexy."

"G'night, ya brat." Sarah gave her a last look before she slipped into her room, and quietly closed the door.

In the bathroom, Melissa took a moment to stare at herself in the mirror. Had she just really been eaten out for the first time? And not just by her best friend, but in the damn hallway, with people home? The ludicrousness of it left her laughing as she turned away to put the shower on. It seemed so surreal she half-expected to wake up on the floor of Sarah's room and find none of it had even happened. When the water was warm, Melissa got cleaned up with a quick shower then dried her fur as swiftly as she could. Once she was dressed again, she made her way back out into the living room.

Max was seated on the couch, and had the TV tuned to one of his favorite anime shows. This late at night, it was probably a rerun, not that Melissa could tell the difference. She decided to make a stop on the kitchen to fetch some sodas. She got one for herself, and one for Max, and then joined him in front of the television.

Melissa held up the soda can as she walked up to the sofa. "Here, I got you a nice, cold soda..."

"Oh, thanks!" Max smiled and held a hand out.

Melissa flopped onto the couch next to him, and pressed the chilled soda can into his crotch. "It's to ice your kitten marbles."

"ACK! COLD!" Max wriggled and squirmed until Melissa let him move the can. He rubbed himself through his pajamas, wincing. "And I don't have kitten marbles!"

"I still haven't seen any proof of that." Giggling, she opened her can and took a sip.

"Like you'd want to."

"Like you would if I asked, ya little nerd."

"I might." Max gulped audibly, working the unopened can around in his hands.

"Oh yeah?" Melissa gave him a long look. "Is that your way of asking me to call your bluff, now that we're alone?" She tilted her head. Maybe if he had the guts to do it, her night wasn't quite over yet. "So what do I gotta do, dare you to show me?"

Max worked his muzzle a few times, his eyes slowly getting wider. "I dunno...maybe? Or...wait, nevermind. I know you're just teasing me. Where've you been, anyway? You were gone a long time. And I thought I heard the shower..."

"I had to wash the Mountain Dew outta my fur." Melissa glanced away, wondering just how much he'd overheard. "Oh, and I was busy getting eaten out by your sister."

Max scrunched up his nose, flattening his ears. "Pppssshhh. Whatever. Also, gross."

Melissa smiled. Sometimes the truth made the best cover.

*****

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