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Melissa leaned against the gymnasium wall, her arms folded. It was 'free activity' gym class, and the vixen was bored to tears. Most of the students had organized into games of basketball or other sports. Melissa, though, wasn't interested in playing sports. For now, she found herself a niche, near some retractable bleachers, where she didn't think the teacher could spot her.

Earlier in the year, Melissa had loved PE. Not because of the activities, but because she'd shared the class with her two best friends, Sarah and Amanda. But with the arrival of a new semester came a new schedule, and Melissa had been sorted into a different gym period without her friends. In fact, she'd ended up in a mixed class with her younger brother Adam. Things had worked out better for him, with several of his best friends from their self-described Gathering of Nerds in the same period.

Though Melissa considered them friends too, she didn't feel like inserting herself into their group. As usual, the geeks were alternating between talking about books she'd never read, TV shows she never watched, and games she'd never played. When they weren't discussing their nerdy hobbies, they were getting into awkward attempts at clumsy roughhousing.

If there was any positive, it was that a few times a week one of them surprised another with an unexpected sack tap. That was always worth a good laugh. And more often than not, it was her brother Adam laughing and dancing away in victory. Melissa always laughed the hardest when it was Adam who delivered the finishing blow. She was awfully proud of the little brat every time he nailed one of his geeky friends.

A lanky, bespectacled cheetah ran laps around her brother and the other nerds. As usual, Tom hadn't stopped moving all period. He'd spent most of the class bounding in circles around his friends, or sprinting from one end of the room to the other. Melissa supposed young cheetahs just had too much extra energy to burn off.

Tom peeled off from the group and ran through the gymnasium again. This time he hurtled through several different pickup basketball games, mewling laughter and swatting at balls all the while. Swatting at balls. The thought made Melissa giggle. Now that was a sport she could get into.

Melissa pushed off from the wall, gazing around. Maybe she could go pester her brother, or some of the other girls. She did share the class with Sally, at least, the younger sister of her lion bestie. But at the moment Sally was busy with some of her own friends. They were playing something akin to indoor soccer, and making up their own rules.

"Hi Melissa!" Tom skidded to a stop just in front of her.

The younger cheetah stood a head shorter than Melissa, and had a lean, lanky frame. He probably weighed about half as much as she did, but his slender build was normal for a cheetah. Evenly spaced black spots dotted his well-kept golden-beige fur. The spots were smaller across his face, and larger down his limbs and body. Glasses perched upon his slightly blunt, feline muzzle, hooked behind his rounded ears with soft loops. Ebony tear streaks stretched from the corners of his hazel-gold eyes, down to the back of his mouth. All the running left him panting, and his pink tongue tapped at his teeth. His spotted tail danced constantly behind him, as if impatient to return to running sprints. Tom's gym clothes were as generic as they came, a gray tank top, and red shorts.

"Hey, Spotty Kitten." Melissa offered him a smile, unfolding her arms. "You didn't come to tell me another stupid dirty riddle, did you?"

Tom gulped, flattening his ears. He adjusted his crimson shorts as if the memory of their last recent encounter was enough to make his fuzzy balls ache. "Umm...no, I think I'm out of dirty riddles." Then he bounced on his toes, a smile parting his muzzle. "I did, however," Tom said, gesturing with a single finger. "Get your brother and them back for putting me up to it!"

"Good job, Spots!" Melissa reached out and ruffled up his fur, between his ears. "So what's up?"

Tom made a noise halfway between a purr and laugh, batting her hand away. "Quit rufflin' mah markings!"

"Markings don't ruffle, Tom." Melissa laughed, tweaking his left ear.

"Do so!" Tom ducked her hand. "They're made of fur, and fur ruffles! So now, I shall avenge them upon your tail!" Tom darted around behind her.

"Good luck, Brat!" The vixen whirled around quick as she could to keep her tail out of reach. She grabbed Tom's shoulder with one hand to stop him from trying again. "Hey, speaking of spots." She ran a finger down his tank top, from his chest to his belly. "Do those spots go all the way down?"

"Wouldn't you like to know!" Tom circled her again, only to come to a dead stop. "Wait...what?"

Melissa smirked at him, folding her arms. "Do your kitten marbles have spots, too?"

Tom flashed her a toothy grin far more cheesy than suave. "Maaaaaybe." He held up a single finger, wagging it at her. "But they're not kitten marbles. Besides, isn't that what you call Max?"

Melissa glanced over to the young lion in question. Max was a little taller than Tom, and gangly, with a patchwork mane and thicker glasses. When he saw her looking, Max gave her a sheepish wave. She returned the wave, then stuck her tongue out at him. For a geeky little lion, there was something cute about him. And Melissa knew from personal experience that the lion's balls were a little bigger than she usually gave them credit for.

"He's got those big marbles." Melissa glanced down at Tom's crotch, giggling. "You probably just got the regular little ones. So, do they got spots or what?"

"Maybe." Tom bounced on his toes, ignoring her insult. "Maybe not. Guess you'll have to find out someday."

Melissa perked a single ear. "So you're asking to be pantsed in front of your friends? I can do that. Just ask Adam."

Tom backpedaled a few steps. "Nuh uh! That's not what I meant!" The cheetah made a face. "Besides, I'll have you know they're not kitten marbles." He glanced down at himself, tail flicking. "They're at least kitten almonds! In the shells and everything!"

Melissa burst out laughing, shaking her head. "You're such a weirdo, Tom."

Tom just giggled and ran his hands over his ears, as if smoothing his fur for her. Much as Melissa hated to admit it, Tom was sort of adorable. God, she thought, she really had a thing for felines lately, didn't she? The conversation did leave her wondering, though. Did cheetahs look the same as lions, down there? And did they really have spots?

"Say, Tom, do you-"

"Tail-catching time!" Tom darted around her again. "I'm gonna get it!"

Melissa spun on her heels, trying to keep her tail out of his reach. "Cut it out!"

"Nope, gettin' the tail!" Tom ran faster, forcing Melissa to pivot as quickly as she could to keep up with the swifter feline.

"You keep this up, and you're never gonna get any tail!" Melissa kept spinning, and Tom kept streaking around her, a blur of gold fur, black spots, and red shorts. "Quit it!"

"Not until I declare victory!" Tom's fingers brushed reddish fur. "Which is inevitable! Cheetahs are faster than foxes!"

"Clumsier, too!"

Melissa stuck her foot out just as Tom made another circuit around her. His sneakers caught hers, and the cheetah tumbled to the ground in a whirling heap of lanky, spotted limbs. He rolled head over tail and ended up sprawled on his back. Tom's arms and legs splayed in all directions. He panted, tail tip twitching.

"Umm...meant to do that." Tom lifted his head to give her a sheepish grin.

With the way Tom's legs were parted, the outlines of the cheetah's sheath and balls showed themselves through his red gym shorts. Melissa was certain none of the geeks ever bothered to wear a cup, even in gym class.

"And I meant to do this!" Melissa scooped up Tom's feet in her hands, hoisting them till his feline butt nearly left the ground. She spread the cheetah's legs far enough to further for the taut fabric of his shorts to further silhouette the feline's privates. "You know what?" Melissa nudged the toe of her sneaker against the bottom of the cheetah's testicles. They shifted under his clothes. "You do have kitten almonds."

"T-told you..." Tom gulped, flattening back his spotted ears. He held his hands up towards her in supplication. "You're not gonna kick me, are you? I didn't even tell you any dirty jokes this time!"

"Nah, I'm not gonna kick you." Melissa shifted her shoe back and forth, watching the cheetah's balls roll around, barely hidden by his clothing. "Just tease you."

"Nnrmm..." The nerdy cheetah made an odd mewling noise. "That's..." His tail curled, then twitched. "Kinda nice, actually."

"First time a girl's touched them?" Melissa smirked, bumping her shoe against the outline of Tom's sheath. "Gently, I mean."

"Nrrrh!" Tom licked his muzzle, nodding. "Y-yeah! If a shoe counts. N-never had someone play footsie with my stuff, before."

"Not sure I'd call it footsie, but I would say it counts for touching it." The vixen rested her foot atop the feline's sheath. She glanced around to make sure no one of importance was paying attention, and then gently rubbed Tom up and down. "Too bad I'm not doing this bare foot. Bet you'd get a chubby."

"S-still am, actually." Tom offered her a guilty smile, ears splayed.

"Oh yeah?" Giggling, Melissa rubbed her foot a little faster, and a little more firmly. "I can't really tell."

"Hey!" Tom gnashed his teeth, folding his arms over his slender chest. "It's not _that_small."

"I meant because of my shoe, dumbass." Melissa shook her head, then worked her shoe in a slow, tender circle, caressing the feline's sheath and balls alike. There was definitely a new firmness present. "Oh, there it is! Someone's got a cheetah chubby. This would be way more fun barefoot."

"S-still..." Tom swallowed, eyes half-lidded, breath coming in eager pants. "P-pretty fun..."

"Awww, you like that?" Melissa focused on the firmer bulge, rubbing her foot in a circle against it. The younger feline shivered, balling up his fists. His muzzle scrunched up behind his glasses as he nodded. "Oooh, someone's enjoying themselves."

Melissa lifted her foot, gazing down. The cheetah's erection was now thoroughly outlined against his shorts, threatening to peek out his waistband. She traced it with the edge of her shoe's sole, up and down, up and down.

"Uuhrrnn...." Tom shivered again, his back arching. "Ooohh! C-careful!"

"Careful?" Melissa tilted her head, ears perked. "Tom, are you close already?"

The inside of Tom's spotted ears went scarlet, and he stared across the gymnasium floor. "It's never been touched by anyone else before, okay?"

"So it's not just cause you cheetahs are naturally quick, huh?" Melissa moved her foot to the other side of Tom's boner, teasing it the same way. "Always primed to blow in your shorts?"

Tom glared up at her through narrowed eyes, his tear-streaks crinkling. "Very funny!"

"Nah, you're right..." Melissa gently pressed her foot against the cheetah's hardon again. "It won't be funny until you do shoot in your shorts."

"W-w-w-wait!" Tom grasped at her ankle, one ear splayed, the other perked, indecision etched across his half-open jaws and flicking tail. Part of him clearly wanted a chance to finish, despite the implications and the challenge of hiding the evidence in the locker room. "I...I don't..."

"Wait for what?" Melissa rubbed him with another circular motion, earning an trembling mew. "Wait till I can do this when I'm bare foot, and all your friends can see? You're right, that would be more fun." She paused to pretend to think about. "Maybe during Adam's sleepover on Friday."

"What?" Tom's eyes turned into great hazel-gold mirrors behind his glasses, wide and shining. His words all came out in a stumbling blur. "That'snotwhatImeant!"

Somewhere, a whistle blew, and everyone else started heading for the locker rooms. With a sigh of mock frustration, Melissa lifted her foot and offered Tom a hand. "Guess you're off the hook." Tom took her hand and she pulled him to his feet. She ruffled the fur between his ears. "For now."

The cheetah shoved her hand. "Thought I said don't ruffle my markings!" As he smoothed his fur, he peered at the lingering bulge in his shorts. "Off the hook with you, maybe. Gonna get blue-balls now."

"Yeah." Melissa reached down to cradle his erection, cooing to him. "You are." Tom shuddered and bit his lip to hold in a gasp. Melissa gently explored him through the fabric. The size was a little smaller than Max's, but the shape felt similar. She wondered if it looked similar, too. Melissa nosed at Tom's ear. "Show it to me?"

Tom's jaw dropped. He gaped at her in open-muzzle silence so long Melissa half-feared he'd suffered some kind of stroke. Finally Tom shook himself, gulped, and stared at his crotch. "R-right now? But everyone will see me pull my shorts down! We'd have to wait till they leave..."

Melissa nearly smacked her forehead with a palm. Instead, she just shook her head. "No, Spots. You don't gotta drop your pants You just gotta..." She reached down towards his waistband, slipping a few fingers into his underwear. "Tug 'em open, a little."

"Oh...r-right." Tom ran his hands back over his ears, licking his muzzle. "I-I knew that. O-okay, go ahead."

Smiling, Melissa pulled the waistband of Tom's shorts and boxers forward and away from his belly. She was instantly greeted by the sight of a pointed, feline erection jutting up towards her, eager for attention. It was red and tapered, and with a few tiny barbs, just like a lion's. Down below it, the fuzzy spheres of the nerdy cheetah's balls were just barely visible, though it was too dark to see if they had spots.

"Cute." Melissa leaned her head against his, staring down into his shorts. His dick twitched slightly. "First person to see your boner?"

"First girl, anyway." Tom panted a few times. "And it is so happy to be seen, right now."

"Yeah, I can tell..." Melissa blinked, and eased his shorts back in place. "Wait, first girl?" She folded her arms, smirking. "Lemme guess, you get skinny dipping boners with the other boys, too?"

"Umm..." Tom adjusted his boxers, trying to resituate himself as Melissa's younger brother Adam jogged over to him. "No, actually, this one time--"

"This one time, Tom totally had a boner in the gym!" Adam snatched at Tom's spotted tail, then started jogging away from Melissa, forcing Tom to follow. "Quit perving on my sister already!"

Melissa laughed, following them towards the exit. She couldn't help but wonder if Adam was just trying to stop Tom from telling whatever story he was about to tell. She'd have to remember that for later. Just before the two of them vanished into the boys locker room, Melissa waggled her fingers at Tom, a tantalizing wave.

"See you at the sleepover, Spots!"

*****

And that's all for now! If you enjoyed, please click the FAVE button, and please leave me a comment with your thoughts! Or yanno, how adorably awkward Tom is.

Stay tuned for the first part of sleepover coming very soon!