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By the week before Halloween, Toby Halstead hadn't had a decent night's sleep in almost three weeks. He stared at the whiteboard at the head of Ms. Campbell's classroom without actually seeing what was on the board. Ms. Campbell was trying to hammer multiplication of long numbers into about twenty slack faces. He should have taken it as a comfort that no one else seemed to be getting any of this, but his was something of a unique situation. As the middle-aged squirrel continued her exercise in futility, a shapely wolf-demon with curling black horns and ebony elbow protrusions massaged her sheath directly next to Toby's desk, her other paw resting on one of her impressive breasts as it usually did.

"Nff," she whined, tugging aggressively at her sheath. "This is so boooring. Let's go to the bathroom and jerk off! We can leave our cum on the toilet seat for somebody to sit on," she added in a conspiratorial whisper.

She didn't need to whisper, of course. No one else in the classroom--in the world, so far as Toby knew--could see or hear Lilith except for him. If he'd been going crazy, he would have felt so much better. Then she'd have just been in his head, a figment of his crazed imagination. If only it was that simple.

Lilith definitely lived in his head, but she was no figment. With a little effort, she could affect the real world. She almost always used it to sexually molest the bedraggled bat pup. This time would probably be no different. Toby kept his bloodshot eyes staring forward, doing everything in his power to ignore the wolf-demon. Not that he was absorbing anything his teacher was saying--he wasn't entirely sure he could even make out the numbers she'd written on the board.

Lilith saw the cub's complete lack of reaction and her brow furrowed, but she made no more comment.

Toby sighed. The night Lilith had appeared to him in the bathroom, the night he'd first ejaculated, he'd cried. He cried a lot in the dreams where Lilith imposed herself on him--and of course those hadn't ended when she showed up in the waking world, he wasn't that lucky--but that was the first time since the first night terror that he'd cried in the waking world. Lilith had actually looked panicked when it happened, like she had no idea what had caused it or what to do about it.

Now he was too tired to cry. Or feel fear, or frustration, or apprehension. He wanted to rest, for one stupid night. After a week of dreams where Lilith ravaged his sleep-paralyzed body, he'd lost some of his terror. After two weeks, he'd sort of enjoyed it. Now, he just wanted to sleep. To sleep without dreams.

When the bell finally rang, nineteen cubs scrambled to gather up their books, showing infinitely more animation than they had a moment ago when learning about long-number multiplication. The only cub to slouch out of the room was Toby, his backpack feeling particularly heavy today, as his unseen companion trotted next to him, her face increasingly pinched with concern. He found it surprising--surely she'd dealt with all sorts of emotions doing what she did, including exhaustion? But he didn't have the energy to question her about it, so he walked in silence toward his locker to gather his things.

As he slouched down Tenth Avenue, Lilith bounded ahead of him and pointed at a lithe tigress in jeans and a windbreaker gabbing animatedly on her cell phone directly ahead. "Look at this ass!" Lilith gushed. "Bet you'd love to watch me split it open with my cock, hm?" Toby just gave her an annoyed glare. He knew she was trying to get a rise out of him, and he wasn't in the mood. Lilith's face fell again. "Okay," she said, slipping back in pace with him. "Sorry." She looked a little petulant, but mostly she looked worried.

She made no further comments as they traveled toward home.

* * *

Toby sat up in bed, staring at the dark TV screen, as Tina dozed next to him. She'd joined him halfway to his house after school, chatting with false enthusiasm about how her translation of the runic language had been going. It was only her second day away from being grounded, but she'd made serious progress on the journal already. But by now, they'd been at it for over two hours and she'd passed out in his bed, leaning her head on his shoulder.

A tiny pearl of drool threatened to cascade off Tina's lip into her lap. He absently slid the journal off her lap so the drool wouldn't smudge it, then resumed staring. Just inside his peripheral vision, sitting on the floor, was Lilith. She hadn't spoken since the walk home, but Toby could tell she wanted to say something.

"Just say what you want to say," Toby finally said with a sigh.

"Do you hate me?" Lilith asked hesitantly.

"Of course I hate you," Toby said flatly. "Why wouldn't I? You've been tormenting me for almost a month. I'm tired. I'm sore. I'm scared. Or I was... Now I'm too tired and sore to be scared. You win. I'm miserable. Why can't you just go away?"

"I can't," she said, not looking at him.

"Why not?"

"Because..." Lilith sniffled, though when Toby turned to her he couldn't see any tears in her fur. "I have to do my job."

"Why?" Toby snapped, a little louder than he'd intended. He glanced sheepishly at Tina, and was relieved to see she hadn't stirred. "Why is your job to make me miserable?"

"You have my Talisman," she said with clear confusion. "Why else would I be here?"

"I--what?" Toby frowned. "I don't have a... what's a talisman?"

Lilith cocked her head at him. "My Talisman. The symbol of my power. I feel it on you right now. Once it's been gifted, you can't get rid of it without giving it to someone else. And it's my job to sexually torment whoever has my Talisman." She frowned. "Did you not even know you had it?"

"No!" Toby cried, and Tina started next to him.

"Wha? Huh? What's wrong? What I miss?" The snow leopard rubbed her eyes and quickly wiped the drool from her muzzle, blushing.

"Nothing," Toby said with a sigh. "Just talking to myself."

"Oh," Tina said with a yawn. "Guess I should get home. Dad's already threatened to ground me again just on general principle. I shouldn't cheeze him off."

Toby leaned his head against her. "Thanks for coming over."

"Can I take the journal? I'll keep working on it tonight." She stroked his wing, and he didn't bother hiding his physical reaction from her. He was too tired for subterfuge, and... maybe she'd... like it? It was a stupid hope, but there it was. "Please? The sooner you have some sleep, the better."

He couldn't believe how much her demeanor toward him had changed in the last couple weeks. She almost felt like a mom the way she fawned over his well-being. It was embarrassing. He felt guilty making her worry so much. But, he had to admit, he liked these touches way more than the arm punches.

"Okay," he murmured, nuzzling her shoulder.

Then something happened that broke some of Toby's ennui. He felt the snow leopard's lips on one of his ears. Just a quick brush, enough to make the ear swish and twitch, but definitely lips. Toby froze, sudden panic blooming in his chest. Did she mean to do that maybe it was an accident maybe it was just her face accidentally passing too close to his ear surely it didn't mean anything

She kissed his ear again. Toby stirred from tip to toes, squirming slightly in his discomfort, panic, and arousal. And still he was too scared to turn his head to face her. She finally did it for him, putting one finger on his chin and gently turning his head. Her face was creased with worry, brow wrinkled in rolls of fur between her nose and hairline, where her dark locks splayed in shockingly straight strands around her ears. He smelled her breath--it smelled like mustard and sliced turkey from the sandwiches Mom had made them--and he felt the bile rise in his throat. He wasn't grossed out, just terrified beyond belief. Most of the night terrors had lived up to the name, eliciting a thrill of horror in him that couldn't be matched. But this fear, whatever it was, wasn't anything like that. In fact, he prayed it never ended.

He stared at his friend, who slowly moved her flushed face toward his, and kissed him.

The kiss was awkward and clumsy, more mashing together of lips than an actual kiss, but Toby thought there was no greater kiss in the history of all Anthrokind. The rush of blood to his heart made him feel dizzy as she kept her snout pressed to his. He parted his lips a little, and Tina took the invitation, pushing her rough little tongue against his in his mouth. He whimpered and clutched at her arms, unsure what to do with himself. He finally pushed back against her tongue with his own. Tina moaned softly into him.

Eventually, he pulled away after what felt like an eternity, because his lips felt numb from being pressed against hers for so long. His pants felt six sizes too tight at the moment, and there was no hiding it. Tina didn't fail to notice. She gently reached out a tentative paw and touched the bulge in his jeans, then flushed crimson and pulled her hand away. "I should go," she said lamely.

"Don't," Toby whimpered.

She kissed him again, shorter than before but just as eager. "I have to. Dad will go ballistic. I--" She swallowed, then touched his crotch again. "I'll come over tomorrow. For... stuff." She gulped audibly and began throwing her things back into her pack, almost forgetting the journal she'd promised to study before tossing it in with the rest of the chaos in her bag. "Bye Toby," she said in a rush toward the door, then paused, hopped in place for a moment, and finally hurried back to the bed to kiss him one more time. She grinned at him, but her eyes were wide with panic. "I like doing that."

"Me too," Toby said. He had no idea what else to say, so he clamped his mouth shut.

"Okay," Tina said. "Okay. Now I'm leaving."

She ran out the door, slamming it shut behind her, and Toby sat on his bed, heart racing, overjoyed and terrified and perplexed. And for the first time in weeks, he forgot Lilith's existence entirely.

* * *

Lilith sat cross-legged at the end of Toby's bed as he lay curled up, staring out his window into the dark night. Toby was starting to feel kind of bad about his exchange with her earlier, even though he knew that was ridiculous. He rubbed his wing awkwardly--it didn't feel as good as when Tina did it, but it reminded him of her and he liked that. He'd been thinking about the kiss all night. And... her touching... him. That had been really nice, too. Brief, but nice.

"Thank you," he finally murmured sleepily.

Lilith stirred. "Huh? For what?"

"For not... being all... you. When Tina kissed me. For just letting me have that."

Lilith was quiet for a long time, long enough that Toby actually peeked out from his covers to make sure she was still there. She rubbed her arm and looked reproachfully at him. "I don't like being a bother, you know." She turned away to stare out the window. "Every demon's got a job. This is mine. We... we don't get choices like you mortals. I've learned to love my job. A lot! But..." She shrugged and sighed, oozing frustration. "Doesn't mean I don't want people to like me. I don't deal with a lot of nice people. Most of the time, anybody who ends up with my Talisman did something to earn it. I like to think I'm not a punishment, but let's be real. I don't ask for permission to do what I do. That's not part of my job."

Toby shifted in bed to stare out the window. "Your job sucks."

Lilith giggled. "Not all bad. I get to meet nice folks sometimes. I met you," she added cheerfully. "I liked meeting you."

Toby almost said, "I didn't," and refrained. It was cruel, and he didn't mean it. Well, mostly. She was scary and she hurt sometimes, especially when she tried to put her knot in him, but she also felt good, too. And he liked how she tasted. He turned back to her sheepishly and saw she was crying.

She can read your mind, you butthead, he chastised himself.

"Sorry," he said lamely.

Lilith shrugged. "After six thousand years, you'd think I'd be used to it."

Toby blinked. "You've been alive for six thousand years?"

She wiped her eyes and grunted a mirthless laugh. "Wouldn't call it living, exactly. It's pretty monotonous."

Toby frowned. "I thought you said you liked your job?"

"Oh, I do! But I'm not usually doing my job. When I'm not working, I'm--" She froze, sniffled, and shook her head. "Don't worry about it. It's not really fun to talk about. And anyway, my job isn't always fun. Sometimes I have to work on some real genuine A-holes. The kid who had me last was pretty messed up."

Toby's sleep-deprived brain struggled to make a connection, but he was just too tired. "I'm sorry I'm so disappointing," Toby said instead. "Not being up for... stuff... all the time."

Lilith shrugged. "I have to try. Job. Honestly, I should be forcing you. I'm probably gonna get in a lot of trouble when we're done and I have to report back."

"When we're done?" Toby frowned. "I thought I was stuck with you forever. No offense," he added hastily. Or as hastily as his groggy brain could manage.

She cringed, but covered it quickly with a rueful smile. "None taken, kid. I'm a lust demon, all I want to do is give pleasure. And pain," she added with a predatory grin. "Pain can be fun too." Her grin faded. "But fun never lasts. Once you have power over me, my connection to the Talisman will fade, eventually becoming inert. When it does, it'll stay that way until you give the Talisman to someone else. You could keep it for the rest of your life and I'd never show up again, or bother anybody. Could be a hundred years." She shuddered.

"But you hurt people when you do this," Toby mumbled. He was having a hard time keeping his eyes open.

"I don't try to," she said petulantly. "Just wanna have fun."

"I don't want you to go away for a hundred years," Toby said, and was more than a little surprised to realize he meant it. "I just wish I could sleep. If I got a good night's rest once in a while, I wouldn't mind it."

Lilith smiled, and it was the saddest thing he'd ever seen. "Not how it works, I'm afraid. I'd like to stay with you. Give you respite. I have a lot of fun with you. I..." She did something Toby had yet to see her do, and it surprised him to wakefulness: she blushed. "I like you. I don't like most people who wind up with my Talisman, but I like you. It's easy to forget when I'm knot-deep in you that this probably isn't as fun for you as it is for me. So, I'm sorry for that."

"It is fun," Toby said. "It's just also scary. I'm sorry it isn't as fun for me as you'd like it to be." He paused before adding, "I don't actually hate you."

"Yeah you do," Lilith said with a quiet chuckle. "I can read your mind, silly. But maybe not as much as you made it sound. I'll take that. It's more than a demon usually gets."

Toby felt sleep beginning to overtake him again. "G'night Lilith," he mumbled.

"Night, cutie," she said. "See you soon."

* * *

Toby woke up to bright light and his mother sitting in his computer chair folding laundry. She looked up at him as his eyes opened and sighed. "Oh, thank goodness. You had me so worried!"

Toby blinked, sat up, and stretched, yawning wide. His vestigial wings dangled awkwardly under his arms as he did. "Mom?" he mumbled, scratching his tummy. "Why are you in my room? What time is it?"

Elise Halstead snorted. "Eleven-thirty, that's what time it is! I tried for over half an hour to wake you! Called the nurse hotline and they said if you weren't having trouble breathing or had an erratic heartrate, to just keep an eye on you and see if you woke up. I already called the school so you're not in trouble there. Honestly, sweetie, what is going on? The last week you've looked like a zombie and then all of a sudden you sleep until almost noon." She narrowed her eyes at him. "Have you been staying up playing that Minecraft game again?"

Toby blinked, realization dawning on him, and looked around his room. He'd slept.

He'd slept through the night. With no dreams.

Lilith was nowhere to be seen.

He fought back tears. Mom wouldn't understand them. "No, Mom. Just some bad dreams. I think... I think they're gone now."

She frowned at him, then sighed and continued folding his laundry. "Well, I want you to stay home today, just in case, okay? I can pick up some books from the library to read, if you want."

"Can I play video games?" Toby asked excitedly.

Elise sighed. "Fine, but only a couple hours. I want you to do something with your brain too, or it's gonna turn to mush. Your father will be home early today, so I was thinking I'd make vegetable stew tonight."

Toby's eyes lit up. "Yeah?" So far as Toby was concerned, his mother's vegetable stew was the greatest culinary creation in the history of Anthrokind.

Elise chuckled and placed his folded clothes on top of his computer desk. "Yes. Make sure to put these away," she said, then shuffled over to his bed and kissed his forehead. "Love you, sweetie."

Toby grinned at her. "Love you too, Mom. Sorry I made you worry."

She shrugged as she headed for the door. "I'm your mother, I always worry. It's not exactly out of my way."

She closed the door to his bedroom, and when he turned to look out his window at the bright mid-morning sun, Lilith was standing there. He smiled at her. "Thank you!" he breathed. "I feel so much better."

She smiled, but it was pained. He glanced at her right arm and gasped. A long black tendril, seemingly made of pure darkness, wrapped around her limb from wrist to shoulder. It was covered in shadowy spikes that dug into her fur and penetrated the flesh, leaving small trails of greenish fluid that he guessed had to be blood. The tendril writhed and pulsed as if alive. "Oh my god!" Toby yelped. "What is that??"

Lilith shrugged. "I told you, I have a job. When I don't do it, I get in trouble. But don't worry about that. I'm okay, I promise." As if to specifically belie the words, the tendril squeezed once, digging its spikes deep into her arm and causing thicker trails of blood and making the wolf-demon hiss in pain. "It's an ornery bugger, but it looks worse than it is." Her smile wasn't fooling even Toby's dense brain. He found himself on the verge of tears.

"You knew this would happen, didn't you," he muttered. "If you let me sleep."

"Er, not this, precisely," she said, gesturing to the tendril, "but I knew I'd be in trouble. But you were so tired! I couldn't stand it anymore. Please don't feel bad! I'm glad I did it. Okay?"

Toby blinked, letting the tears soak his cheek fuzz. "Okay. Thank you."

Lilith rubbed her unadorned arm awkwardly. "Shucks, honey, don't mention it."

"Come here," Toby said, opening his arms.

"Uh," she said, shuffling forward, looking uncomfortable. "I'm, uh, still kind of not physical."

"So concentrate, doofus," Toby said with a lopsided grin.

Lilith stared at him a long time, her lip quivering, before leaning down and resting her head on his shoulder. Toby felt the weight of it, and he wrapped his arms around her neck, careful not to touch the freaky shadow tendril. She only held the embrace for a moment before dipping through him again, but while she was there, he basked in her warmth and musky scent. When she moved away, there was a small wet spot on the fur of his neck.

"You're a good kid, Toby," she said hoarsely, wiping her eyes. "I'm sorry you got stuck with me."

Toby smiled. "I'm not."

* * *

When afternoon began turning into evening, Toby became nervous. He'd spent most of the day in quiet companionship with Lilith, and the wolf-demon had been surprisingly well-behaved. She asked a few questions, mainly about technology. He'd shown her some of his video games, and despite what he would have assumed (her being a demon and all) none of his action games seemed to interest her--but she was enamored with Minecraft, of all things, asking pointed questions on what could be built and how. She was a strange one.

But now, as the sun crossed its zenith and school was letting out, Tina would be coming over. Toby showered almost to the point of excess, stepping out with bright pink skin and slightly dizzy from all the steam, and ate a late lunch in the kitchen with his baby sister on his lap. Lily squished his cheeks and sang "I Just Can't Wait to be Toe-Beans" while he picked apart a boloney sandwich. His mother gave him a curious look but didn't comment.

Ed Halstead stepped through the door, hanging his dry umbrella on the coat rack. "Home," he called sourly. Lily practically exploded off Toby's lap to glomp their father on the leg. The older bat's dour face softened a little as he ruffled her shaggy black hair. "Hey, gremlin," he said.

"Hi Daddy!" she squealed.

Elise came around the kitchen island and said quietly, "Ed." She cocked her head at him. "Bad day?"

Ed shrugged irritably. "Hayworth is at it again."

Elise snorted. "He's still trying to push for the new layout?"

Ed shook his head, mystified. "Lily could design a better layout than that garbage. It's the least user-friendly page I've ever seen, and I interned for Angelfire, for crying out loud."

They both chuckled at that, and Toby smiled even though he had no idea what they were talking about. After the fight last week, he'd been worried about his parents. They'd dropped the argument for now, but it still simmered in the back of every conversation they'd had since. At least they were being nice for the moment.

"Hey, kiddo," Ed said as he walked into the kitchen to rub Toby's shoulder. "Glad you're looking better. You gave us a little bit of a scare this morning."

"Sorry," he said sheepishly as he popped a cherry tomato in his mouth.

"Ah, don't be. Just glad you're okay. You haven't been up playing video games again, have you?" His face was serious, but his round eyes sparkled. He knew Toby still snuck in an hour of video games once in a while, but he'd yet to rat him out to Mom.

"Nope," Toby said with a cough. He didn't have the greatest poker face.

Fortunately, Elise wasn't paying attention. She was back at the opposite counter, dicing vegetables. "Tina coming over for dinner?" she asked over her shoulder.

Toby gulped, and blushed. "I-if that's okay," he stammered.

"Course it is," Elise said over her shoulder. "Why wouldn't it be? That girl's a peach."

Toby glanced at his dad, who was staring at him curiously from behind his square spectacles. Toby thought for a horrified moment he wanted to say something on the topic of Tina, but the gangly bat simply stretched and yawned. "I'm gonna get out of this shirt and tie. I swear this thing's gonna choke me to death one of these days." He yanked on the tie and made a bug-eyed face at Lily, who squealed and giggled, before he shuffled off down the hall to the master bedroom.

Tina arrived shortly after, and the two raced to Toby's room, Tina chatting excitedly that she felt like she was onto something with the language. When they entered and closed the door, Tina immediately moved up to Toby and kissed him again, that same frantic mashing of lips that had gotten Toby's pulse erupting in his ears last night. "Okay," she said breathily. "Before that, I..." She blushed. "I want to show you something. Dad and I went costume shopping. He wouldn't let me buy it unless I promised to wear my old ballet leotard underneath it. But... I won't do that for you."

She reached into her backpack and withdrew a small white bundle, which she unwrapped. At first, Toby wasn't sure why she'd brought over a bathing suit, but he quickly realized the costume had slightly more material than that. It was a two-piece: the top was a white vest with lapels and red trim, with a little red cross on the breast pocket. The top ended just under the breast. The bottom was a white pleated skirt with red trim that didn't go very far down the thigh before stopping.

Tina flushed crimson and hastily shoved it back in her bag. "S-so what do you think?"

"I think," Toby said very slowly, "that I really, really, really want to see you wearing it."

Tina grinned. "I thought you might. Creep." Toby blushed and looked down, and Tina laughed at him in response, gathering up his cheeks. "I like that you're a creep for me." She kissed him again, then his cheek, then nibbled gently on his ear and whispered, "I'll wear it for you before I go."

Of course his mother chose that exact moment to call for dinner. Toby whimpered. Tina winked at him and took his hand, leading him out of his room and toward the dining room. How was he supposed to concentrate on dinner with the thought of her in that outfit running through his brain??

He spent dinner distracting himself by getting Lily to make feral noises and cracking up their father, much to Tina's delight. The snow leopard would call out ferals for her to imitate, and Lily was shockingly good at most of them. Elise spent the entire meal exasperated, but she didn't interfere. Toby was even fairly certain he caught her smiling behind her napkin a few times. He never understood how his parents could be so unalike--Mom so prude, hiding her joy behind a napkin, Dad letting it spill loudly into the room like a flood. He realized, after a moment, that while Ed had the right idea so far as he was concerned, he himself was much more like his mother. On top of all that, he also had a loud, obnoxious, braying laugh that was absolutely embarrassing, and he clearly didn't get from either of his parents.

After dinner, Toby practically dragged Tina into his bedroom, giving a mumbled excuse about homework. He clicked the door shut and was startled to hear Tina murmur, "Lock it, too." Toby hesitated--there were no locked doors in this house, as his parents were fond of saying--but something about Tina's tone made him believe they wouldn't want to be disturbed. Praying his mother didn't try to come in with laundry or something, he carefully turned the latch to lock the door.

When he turned around, Tina was already naked, bent over her pack to pull out the skimpy costume. He couldn't believe her dad had let her buy it. He wondered if her dad was a creep like him. He wondered if she liked it, like she did in him. He considered this while staring at her naked profile, her small but budding breasts appearing larger from the side than they did straight on, and her small, toned butt jutting out as she bent at the waist. Her poofy tail flicked back and forth playfully as she finally stood up with her prize in hand. She glanced at Toby and blushed, letting his gaze linger for another second before saying, "Turn around, you. No peaking."

Toby gulped and turned back to face his door. Next to him, sitting on the floor cross-legged, Lilith watched Toby's friend dress with clear interest, as indicated by her growing erection. "Damn, she's fit," Lilith muttered, absently stroking her angry red rocket as she watched. "She work out or something?"

"Cross-country," Toby whispered.

"Mmmrh," Lilith growled hungrily.

"Please don't... do anything," Toby whispered pleadingly.

"Relax, I'm just gonna watch," Lilith breathed, staring intently behind Toby. He was just a little jealous of the wolf-demon for getting to watch. Just a little.

Finally, Tina said in an unusually meek voice, "Okay. Turn around."

Toby turned around and forgot to breathe. Tina wore absolutely nothing but the skimpy skirt and vest, with a little old-fashioned cloth nurse's hat on top of her head that was threadbare enough to have come from a second-hand store of some kind. Her ebony hair was pulled back into a ponytail, leaving her narrow shoulders bare, and her hands clasped in front of her demurely. Toby stared at the soft, uncovered fur of her legs and belly, then up to her bare neckline, and further up to her face, which was waiting expectantly.

Toby had to swallow twice to produce enough saliva that his dry mouth would even open to let him speak. "I like it. A lot." His pants became uncomfortably tight staring at her. The snow leopard blushed again and took a hesitant step toward him.

She nodded down toward his tenting jeans. "I wanna see how much you liked it."

Toby flushed crimson. He knew this moment would be coming eventually, as soon as Tina kissed him, but he was still nervous. He fumbled awkwardly with his pants. "S-sorry," he grumbled as his little claws failed twice to unbutton the top of his pants. "I--er--"

Tina sighed, but her face didn't show irritation so much as amusement. "Here," she said, kneeling down in front of him, "let me get it." At eye level with his crotch, she brought up her paws and unclasped his jeans in one smooth motion, then pulled down the zipper slowly. Toby held his breath. God, he'd showered this morning, right? Was he smelly? He almost made her stop so he could run to the bathroom, but fear froze him in place. Finally, Tina hooked her fingers into the waistline of his jeans and underwear and yanked down. His erection bounced up and down wildly as it came free of his clothing.

Tina wrapped one paw around him and began stroking. Toby shuddered. "Feel good?" she asked. When he glanced down, she looked nervous. He was immensely relieved to know he wasn't the only one uncertain of what he was doing.

"Yeah," he said, reaching down one claw to stroke her face. God, she was so pretty. "It does."

Tina grinned, leaned in, and brushed her tongue against his tip. He immediately whimpered, then clamped his hand over his mouth. Tina savored the taste in her mouth before saying, "You taste better than that gross dude at the bookstore."

Toby breathed a sigh of relief. "Thank you."

She stroked him thoughtfully. "You were that worried, huh?"

Toby nodded. "Well, you thought the old guy was a creep, and then you called me a creep, so I was worried that--"

Tina cut him off with a look of both amusement and annoyance. "What does that have to do with whether you taste good? Besides, I already told you that I like it when you're a creep. It's cute when you do it. Not when he did it. Now shut up and enjoy it."

"Okay," Toby said. She nodded satisfactorily and wrapped her lips around his cock.

Toby had enjoyed this when Lilith did it, but it had been a dream, even if a quasi-real one, and the acts Lilith performed on him in dreams always felt ethereal, even if he could feel the after-effects quite strongly when he woke up. This had no ethereal qualities. Tina's lips were entirely present, and warm, and wet. She slid them up and down his shaft, and he felt her rough tongue flick against the underside occasionally. "Do that," he whispered, "with your tongue--ahh!--near the tip... yes... Oh, god, Tina..." He grasped her head as she slid back and forth on him, her eyes locked on his. "I c-can't hold... I'm gonna..."

She pulled her mouth off him, still stroking him gently, and murmured, "Fuck my face."

It was so lewd, so crass and vulgar, that Toby found himself obeying without thought. He shoved his dick into her mouth and pushed against the back of her throat. She wrapped her paws around him and grabbed his butt cheeks, holding on as he rammed in and out of her muzzle, feeling the familiar tightness building at the base and the overwhelming sensation in the head of his erection as he crossed the point of no return. He pumped as vigorously and as long as he could, but finally he had to stop, curling himself around her head, legs quivering, whispering plaintively, "I'm c..cum..."

He couldn't finish the statement, but Tina got the message. She uttered a muffled, "Mm-hmm," before his load shot into the back of her throat. The snow leopard gulped eagerly, not letting up on him as she bobbed her head back and forth on his hyper-sensitive member, eliciting another spurt from his quivering cock.

From next to him, Lilith growled, "Shit, is she still going? This kid knows her stuff."

Toby nearly jumped out of his skin, having forgotten Lilith was there. The wolf-demon was stroking herself vigorously, watching Tina raptly. Toby shuddered as his friend kept sucking on his emptied erection, keeping it from going entirely soft. He gave a pleading look to Lilith, who grinned. "What? I can't help you, you're on your own." She didn't look terribly broken up about it as she rubbed her crimson member to Tina's slurping ministrations.

Finally Toby pulled himself free of her grip, hands on his knees, bent over as he tried to catch his breath. "Wow," Toby whispered. "I... wow."

Tina purred contently, running a paw up and down his leg. "That's more fun with you."

Toby shrugged awkwardly, looking away. "Dunno why."

Tina shrugged. "You smell better. Taste better. And I like you." She blushed. "A lot."

Toby flushed crimson again, unsure how to handle her complements. He settled for kissing her, which she didn't seem to object to. "I like you too," he said. "And I'm glad you like me. I just don't know why."

Tina rolled her eyes melodramatically. "You are so stupid," she grumbled, though the scowl on her face didn't quite reach her sparkling eyes. "Get on the bed. It's my turn."

Toby's face was nearly apoplectic. "A-are we... gonna...?"

"Play Yahtzee?" she asked with mock severity. "Yup. Gonna kick your ass, too."

Toby tried not to look disappointed. "Oh. Okay."

Tina stared at him for a moment with genuine shock. "Oh, god, Toby, you are such a dope. Get on the bed so I can put your thing in me." She kissed him again, maybe to show there were no hard feelings. Toby had to stand on his tip-toes to reach her, but it was worth the effort. Her lips were even more delicious with the faint taste of his own flavor on them. She pushed him down to the bed and tugged his shirt over his head, then paused to run her paws over his narrow chest, stroking the short fur there, rubbing his waist where his hipbones jutted out. After a moment, she stopped, looking at Toby with a frown. "Is this okay?" she asked. "I-I guess I just kind of... started doing it. Do you... _want_to?"

From the foot of the bed, Lilith snorted. "Ha! Consent! That's adorable."

Toby ignored her and looked at Tina with a sheepish grin. "Thank you for asking. But don't worry. Of course I do." Tina sighed and lifted her pleated skirt. She hadn't put her panties back on when she put on the nurse costume. Toby saw her pussy for the first time, and it was small, delicate-looking, and open slightly, with fluids pouring down her leg fur. He wondered what it was--Tina had only said that it "wasn't pee."

"Oh, gods, you are just too cute with the naivete," Lilith chuckled. "It's pussy juice, honey. She's all wet and lubricated, ready for your cock. You make her cum and there'll be more where that came from. Ooh!" Lilith squealed. "I wonder if she's a squirter."

Toby didn't know what that meant, but he didn't have time to ask because Tina had hiked up her skirt and sat down on his member. She was hot, soaking wet, and much, much tighter than he'd expected. His foreskin peeled back painfully as she sat down, and he cringed the same time as his friend. She whimpered and hissed, and after a moment, Toby saw a thin trail of blood. Before he could panic, Tina growled, "It's okay! That... ah... that happens the first time. Sometimes. It's okay, Toby. It feels good."

Toby looked at her face, and despite some discomfort, she did seem to be enjoying herself. She squatted over his crotch, gently swaying back and forth. It felt good, but a little weird. He glanced at Lilith, who chuckled. "Tell her to drop to her knees," the wolf-demon said quietly. "It'll be more comfortable."

Toby silently took Tina's leg's one by one and pushed them down so Tina was sitting on her knees with him inside her. She made a cooing noise and began grinding more assertively. "Oh, that's better," she moaned.

"Sshh," Toby hissed, grabbing her by the waist and holding on for dear life. "My parents could hear you."

"Sorry," Tina mumbled as she thrust and gyrated harder. She didn't look very sorry.

"Pump with your hips," Lilith said. She was kneeling by them now, watching Tina's skirt flit back and forth, hiding the sordid act Toby and Tina were performing. Toby gave little thrusts of his hips, though it took a few tries to time it with Tina's movements. When he did, the sensation was like an arrhythmic pulse of heat and tightness against his cock. Lilith purred, "Yes... good..." She stroked herself harder.

Toby thought it would be annoying having Lilith pester him during his first time, but he found her presence strangely comforting. She'd become familiar the past few weeks, and the thought of doing this without her present was disconcerting. He thought about the filthy things Lilith had done to him in dreams, and that, in combination with Tina's hips wiggling back and forth, did him in.

"I'm gonna--!" he whimpered. Tina didn't seem to notice. She pushed her paws down on his shoulders and started pumping her butt up and down, growling quietly, until Toby found himself gripping her desperately, trying to make her stop moving so he could cum inside her. She wrapped her arms around him and shivered in his embrace as he painted her cervix with his second load. He felt her vaginal walls pulse and contract, milking every drop from his cock.

She lay on top of him for several moments, unmoving save for her shaking legs and shuddering breaths. Toby held her tenaciously, scared to let her up, scared she'd bolt in horror of what they'd done. Instead, she melted against him. "Thank you," she whispered.

"That's--" Toby said hoarsely, then swallowed and tried again. "That's my line."

Tina giggled and wiggled against him, eliciting a small gasp from the bat pup. "You're cute." She blushed. "I'm glad we're friends, Toby. And... if you maybe wanted to be... um..."

Lilith caught Toby's vapid stare and snickered. "God you're dense," she jabbed. "She wants to be your girlfriend."

"Oh," Toby said numbly. "Yes. I'd like that."

Tina flopped against him. "Good. Ready to go again?"

Toby's eyes widened. "A-again?"

Tina licked his neck fur with her rough tongue. "As many times as you want," she whispered.

Toby swallowed, grasped her waist again, and took her up on her offer.

* * *

Three times, as it turned out, was not as many as Toby wanted but was as many as he had in him--though the second had nearly ended in disaster when he heard his mother coming down the hall. Somehow, he'd managed to put on his pants and shirt and unlock the door before his mother barged in with a basketful of laundry. They were quieter after that.

By the time he'd came in Tina a third time, he was absolutely exhausted. Tina licked his nose and murmured, "Get sleep. I'll see you at school tomorrow."

When he woke up the next morning, he was naked in bed. His dream with Lilith had been subdued and surreal. She'd kept changing into Tina, then back again. It had felt nice. He still felt tired when he woke up, but he wasn't miserable. He hopped out of bed, rubbing his eyes, to see a note scrawled in Tina's messy handwriting on his computer desk. It contained a series of strange runic symbols, and underneath, a pronunciation guide.

Forgot to tell you last night! We were preoccupied. (ha ha ha I'm hilarious.)

Gryv'nax'imarha

_ Happy Halloween or whatever._

_ Love,

Tina_

Toby stared uncomprehending at the note. This couldn't be what he thought it was. He glanced up to see if his wolf-demon friend was in the room, and sure enough, she sat on the edge of his bed, staring at the note in his hands as if she could read it from that distance, her face a mix of excitement, fear, and sadness.

"That's it," she whispered. "I can feel it. She got it right."

"So... I just... say it?" Toby asked nervously.

Lilith nodded slowly, biting her lip.

Toby cleared his throat, and spoke Lilith's True Name.