Dogfight (Gay Starfox Porn)

Story by Stinkdog on SoFurry

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It's been years in the making, but I've finally finished this Star Fox porno. It's 32 pages of alternate universe smut so I hope you all enjoy it! Thanks very much to Spelunker Sal for the original idea and for letting me use this delicious artwork for the thumbnail; also thanks to Linkin Monroe for helping me beat back writer's block with the Leon and Falco scene; and last, but not least, thanks to Terribadger for proofreading this monstrosity!


Dim, orange light from the planet Solar filtered through the asteroid field floating around Sargasso Station. Wolf O'Donnell sat in his personal quarters, slouched in a command chair stolen from a ship with a name he didn't care enough to remember. The canine pirate leaned his head on his left fist while an old poker chip from a gambling den on Venom deftly danced through the fingers on his right. The room was filled with trophies from past heists and larcenies; Cornerian tech; rugs and cushions from Fortuna; an ancient statue or two from Titania; and numerous other valuable artifacts the Star Wolf team had 'liberated' from their original owners. Wolf's one remaining eye stared at a holographic screen in front of him displaying various readouts from around Sargasso Station. He watched a bar fight break out on the lower decks, a successful sale of contraband in cargo hold D, and crowds of ruffians milling about the common areas, but the old canine mostly stared through the hologram, barely paying attention.

Behind the chair, Leon Powalski's slim, athletic form rolled off of Wolf's luxurious bed and sauntered over to his captain. The chameleon gently flattened the collar of the long trench coat Wolf had lazily thrown on after their lust-driven tryst several minutes earlier. It had been a coupling of need and convenience. Neither harbored any serious feelings for the other and both knew that. Leon leaned on the back of the chair to watch the feed with his boss.

"A credit for your thoughts, Captain?" Leon asked after several moments of silence.

"Since when have you ever cared what I thought?" Wolf said.

"I can tell when you're distracted, boss," Leon said as he idly ran fingers through Wolf's hair. "Something's been off about you ever since that Andross job." The chameleon slid his hands down over Wolf's bare chest, rubbing his captain's firm, muscular pecs underneath the grey fur. Wolf gritted his teeth. Leon's observation skills were as sharp as ever, probably from his time as an assassin.

"Come on, now. You think one failed job would bring Wolf O'Donnel, Captain of Star Wolf and the most feared pirate in the entire Lylat System, down?" Wolf scoffed.

Leon's hands slid lower over the older canine's slight gut, playfully squeezing it. A low growl rose in the back of Wolf's throat as his teeth clenched harder. "Not just any failed job," Leon brazenly sneered in a mocking tone. "Losing twice to the son of McCloud... After everything you've done for the boy, too! You can't tell me he hasn't been on your mind these last few years." The chameleon clicked his tongue in a condescending manner. "If I didn't know any better, boss, you're almost... acting like a jilted lover-"

Wolf spun the chair abruptly, kicking Leon's legs out from under him at the same time. The chameleon yelped in alarm and then gurgled piteously when Wolf caught him mid fall in a brutally tight headlock. Leon struggled, trying to pry himself out of his boss's grip as his scales began to darken from fear, but Wolf held him fast, pressing the lizard's nose into the armpit of his coat as he glared down at the lizard with smoldering eyes.

"If you take that tone with me again, Leon, I'm going to peel off your skin and make a nice pair of color-changing boots out of it. We clear?"

Leon gave a muffled squeak in response and frantically nodded as best he could while being smothered in Wolf's headlock. The canine partially released him and Leon gulped fresh air into his lungs.

"Y-you could have him, Captain! W-we could both get what we've wanted for years-"

Wolf's eyes narrowed and his bicep twitched against Leon's neck.

"What are you talking about?"

Leon's scales were dark green, almost brown now. His voice cracked, "I-I f-found a video disk, sir. When we were salvaging the ruins on Venom-"

Wolf interrupted him by lightly rapping his knuckles on the top of the chameleon's head. "Funny that you would wait this long to tell me about it."

"I wasn't sure how you would react, sir-"

Wolf's arm tightened around Leon's neck once more, making the lizard spasm in alarm as his scales turned almost black.

"Well see, that's the trouble with us criminals, isn't it, old friend? We're rather unpredictable," Wolf said, spinning the chip once more through the fingers on his free hand as Leon slapped the chair in an attempt to show surrender.

"Ja-James...!" Leon managed to gasp.

Wolf released the lizard and stood to his full, imposing height. His burly body was naked except for the coat; his eye fixed lazily on his subordinate as he waited for the coughing chameleon to regain his breath.

"Start from the beginning, Powalski," Wolf said with a yawn, poker chip casually flipping from hand to hand. "And you should probably tell me everything about that disk this time."

***

Fox McCloud leaned against the window of his quarters, staring out over the Cornerian starport. The Great Fox had been grounded for several weeks because of routine maintenance, and Fox was still wearing the same tank top undershirt and sweatpants he had worn the day before. At first, he had tried to enjoy the shore leave with Falco, but boredom was starting to set in. On top of that, Krystal hadn't been returning his communications since his adventure on Sauria. Fox sighed and rested his forehead on the window. Had he been too forward? Had he stared at her too much? Admittedly, they hadn't had a lot of time to get to know one another on Sauria, but that was why Fox had been trying to see her again. He lifted his head at the sound of an approaching shuttle and sighed through his nose as it turned left toward the back of the ship. He turned away from the window and glanced across the room at his desk. Admittedly, he hadn't done a great job of keeping the place neat. Some clothes were strewn about the floor and others were hanging on furniture. An empty food wrapper sat on the corner of his desk and he hadn't dusted his physical audio disc collection in a while. He'd clean up eventually. It was just that lately, he wasn't in the mood to do much of anything. The vulpine threw himself into his desk chair with a huff, checking his messages one more time to see nothing new. He slouched, fiddling with the armrests as he stared through the monitor at the wall beyond. Several minutes of silence passed as Fox wallowed in self doubt. What would his father have done in his place?

The door to his room slid open and Falco sauntered in. The hotshot pilot was wearing blue jeans and a matching vest over a red t-shirt, and his beak sported a near constant grin as he walked up behind Fox.

"Hey, numbnuts! Let's go hit the town already. I'm sick of hanging around on this hunk of junk doing nada," said Falco, but Fox didn't respond. "Hello? Corneria to McCloud. Come in, McCloud!" Falco tapped the top of Fox's head between his ears.

"Knock it off, Falco," Fox mumbled.

"Is that blue chick still not responding? You've gotta let her go, man."

Fox sighed as he checked messages again only to find that nothing had changed.

"Jeez, this is difficult to watch," Falco said.

"Then don't. Go bother Slippy or Peppy," Fox replied.

"Psh, you know they're both busy with repairs. Slippy won't even take a break to play a single hand of poker."

"I don't care. Just leave me alone."

Falco grabbed the back of Fox's chair and spun him around, planting his wings on his hips as he glared down at his team mate.

"You're pathetic McCloud. I guess I have no choice but to call in my secret weapon."

Fox scoffed and spun his chair back around with his feet. "Nothing you say is going to get me to go out drinking with you, Falco."

"What if it's not him saying it?" said a familiar voice from Fox's doorway.

"Bill!?" Fox exclaimed, turning his head in surprise.

"Long time, no see, Fox." Bill said with a grin as he leaned on the door frame. He looked more fit than Fox remembered under his leather bomber jacket and jeans. He could tell the Bulldog and Husky Squadrons training had helped his old friend stack more muscle onto his formerly athletic frame. Fox was momentarily lost in a memory of their Academy days, but he shook himself out of it to speak.

"What are you doing here?" Fox asked. "I thought you were still stationed on Katina."

"Since the system has been pretty quiet lately, General Pepper granted Bulldog Squadron some R&R," Bill said. "Husky will get theirs after ours is done."

"So who's in command of Husky while you guys are putting your feet up?"

"I have a very promising junior officer running them through drills while I'm away. You wouldn't know his name, but he often reminds me of the two of us when we were earning our wings."

Fox glanced at Falco out of the corner of his eye, and the bird had a confident smirk plastered on his beak.

"Let's get out of here, Fox," Bill said. "We can catch up over drinks!"

"Sounds good to me!" Falco chimed in.

"Who said you were invited?" Bill asked with a cheeky grin.

"Aw, man. Come on, Bill!" Falco whined. "The three of us haven't gone drinking since the Academy!"

Fox sighed. "He was kidding, Falco." He checked his messages one more time. Still nothing new. "Alright. You guys win. Let me get changed into something nicer real quick."

"No problem," Bill replied. "We'll wait."

Before long, the three friends had left the Great Fox and were on their way to the Cornerian City waterfront.

***

Leon's nostrils wrinkled at the scent of earthy cologne masking masculine sweat as the door to Panther Caroso's quarters slid open in front of him. The newest member of the Star Wolf team was on his back, casually nude, bench-pressing more weight than Leon could even dream of lifting. Panther's short, black fur did nothing to hide the feline's exquisitely defined, muscular physique and Leon chuckled at the sight of the naked cat's thick shaft stiffening when Panther realized he was being watched.

"When I joined this outfit," Panther grunted in between lifts. "You promised me women, wine, and adventure, in that order."

Leon smirked as he moved closer, standing with arms crossed at the foot of Panther's bench while he watched the feline's hardening cock jump in time with his heart beats. The chameleon knew that Panther was an exhibitionist. It excited him to be watched, and the more Leon stared at his length, the harder it became. The lizard licked his lips as he watched the foreskin roll back slightly and the thick veins on the shaft pulse with each throb. A bead of precum formed at Panther's tip, sliding slowly downward. Leon wanted so badly to swallow that cock.

"And here we are: months later." Panther said as he continued lifting. "There is not a single lovely woman in sight on this rundown station. Instead, we are surrounded by the scum of the system-"

His voice trailed off as Leon's long tongue encircled his shaft, the chameleon's warm mouth engulfing it in sensual heat. Panther gasped with a groan as he pushed the weights upward and his girthy cock twitched from electric pleasure that shot up his spine. Leon's expert oral talents drew a heavy spurt of precum from Panther's dick, and the lizard savored the taste like a fine wine as Panther carefully placed the bar on the rack above his head. The feline's muscles bunched as he firmly gripped Leon's head, thrusting his shaft deep into the lizard's maw. He rumbled with satisfaction when Leon gagged from the thick cockhead pushing into the chameleon's throat.

"Oh, but your tongue is always incredibly convincing, old friend," Panther said softly, shivering from the bliss of Leon's mouth sliding free from his cock, leaving the black length glistening from chameleon spit as it bobbed expectantly for more.

"As much as I would love to finish the job, Wolf and I are planning to get some tail." Leon said, softly rubbing Panther's muscular thighs as he licked his lips in between words. "It'll be male tail, but you're welcome to partake as well, if you like."

Panther chuckled, making a pointed glance at his rock hard shaft, angrily throbbing from being teased and neglected. "At this point, Leon, I could fuck a rock. I'll join you in the hangar after I shower and dress."

Leon grinned and stood, slipping quietly out of the room as Panther made his way into his personal washroom with passionate fantasies swirling about in his head. That lizard certainly knew how to quicken his hot blood.

***

"Let me get this straight," Bill said as he looked out at the rest of the room while leaning back on the bar. "You've been down in the dumps for weeks because a woman you barely knew in the first place isn't talking to you?"

Fox sat next to him, staring down at his third shot of Papetoon rum. It wasn't a particularly good batch, but the drink reminded him of home. Music hung in the air around the room, present, but not overwhelming. When they had first entered, Fox had made a beeline to the bar, barely looking around him, and plopped himself down on a stool.

"You don't understand," Fox replied. "We had something. I- I saved her!"

Bill gave Fox a sidelong glance. "Maybe she's just not that into you. Just because you save someone's life doesn't entitle you to their body."

"Er... that's not what I meant." Fox quickly gulped down the shot and flagged the barkeep for another. The feline behind the bar poured him more rum from behind a nervous, star-struck smile.

"Sounds like it's what you meant," Falco said from Fox's left as he lifted a pint of ale to his beak.

Fox went silent as he drank the fourth shot and asked for another, downing that one as well.

"When was the last time you got laid, Fox?" Bill asked.

"None of your-," Fox said.

"-business," Falco finished. He chuckled into his beer as Fox glared at him.

"That long, eh? Come on, be real. Do you even like this woman or are you just looking to get your dick wet?" Bill asked.

The music died down briefly and Fox sighed as he turned around on the stool, unable to answer. For the first time, his tipsy eyes took in the rest of the bar. A DJ box, a stage, and a pole surrounded by tables and chairs.

"Dang it, Bill! This is a strip joint?!" Fox exclaimed.

Falco laughed. "Took you long enough to notice, lamebrain."

"I figured you could get your mind off of someone who clearly isn't interested in you easier this way," Bill admitted. The music started back up and Fox rolled his eyes. To his continued surprise, a male wolf sauntered out on the stage dressed in denim jeans and a t-shirt. The wolf wrapped an arm around the pole and began to twirl around it.

Fox scoffed quietly, "Bill, how is this supposed to help? I'm not gay."

"So all those times we 'helped each other out' in flight academy don't mean anything?"

Falco practically spat his beer all over the bar as Fox's ears turned a dark shade of embarrassed crimson.

"Excuse me, WHAT?" the avian asked.

Fox kept his mouth shut, but Bill wasn't content to just let the hint hang in the air, much to Fox's chagrin.

"You remember how rough the academy was, Falco," Bill said. "Recruits barely had time to brush their teeth in between lessons, simulations, and exams."

"I know," Falco replied. "It's why I dropped out. Too structured for my blood."

"Yeah so, that didn't leave much time for R & R, and Fox and I were bunked in the same dorm room."

Fox turned back around to face the back of the bar as the wolf near the pole tore off his shirt and threw it at a group of eager cat-calling watchers at the nearby tables. The bartender had vanished somewhere and Fox was grateful that he wasn't around to hear Bill spill the beans. Still, Fox may have been mortified, but the memories of the intimate time he and Bill had shared back then were good ones. And it wasn't as if the mutual blowjobs had ruined their friendship. Falco was grinning wider the more Bill spoke and Fox pulled himself back into the conversation just in time.

"Try as I might, I could never get Foxy here to do anal-"

"BILL!" Fox whined.

"Sorry, guess I got a bit carried away there," the muscular canine said with a chuckle.

"Relax, 'Foxy'," Falco said. "You ain't the only one who's spent some time in the closet."

Fox slumped on the bar, defeated, as his two friends continued talking about their sex lives. Falco had never been shy when it came to cockily chatting about his past romantic adventures, but he had never mentioned the male ones until now. Still, Fox had always suspected that Falco might have been bi from the way the avian occasionally gazed at the other members of the Star Fox team when he thought no one was looking. It was the same look Falco gave to a woman he was considering flirting with.

The bartender returned from behind the wall of booze and Fox called him over. "Another shot, please?" Fox asked.

"-and the balls on that man; plump and heavy like you wouldn't believe!" Bill said.

"Better make it four more shots," Fox groaned.

The feline bartender grinned and dished out Fox's booze. By the time Fox downed the fourth one, his previous shots kicked in, full force, and he lazily turned his stool back around. Bill and Falco's energetic conversation dulled to muted droning under Fox's drunken haze. The athletic wolf dancer was down to a purple thong now, spinning around the pole with practiced acrobatic talent. Fox smirked to himself in smug satisfaction at the fact that the sight hadn't even made his cock twitch. Then again, Krystal never did that on sight either. She just made him awkwardly fumble his words and make a fool of himself. She appeared in his mind with that smile and wink she had recorded in her goodbye message. Fox's face flushed with drunken heat at the memory. He sighed as he slouched on the stool, gazing through the dancer on the stage. He found his mind wandering; perhaps it was the alcohol or the wolf on stage, but Fox began to imagine Wolf O'Donnell, his old rival, dancing on that stage instead. Wolf's muscular body gripped the pole and slid around it like a sensual serpent, his thick dick pulsing and hard against the pole's cold metal as his one good eye winked in Fox's direction. Fox shook himself out of the weird fantasy and awkwardly adjusted the sudden stiffness in his crotch. Why was he thinking about an adversary that way?

"'Not gay,' he says," Falco chuckled next to him as he nudged Fox in the ribs.

"Sh-shut up. I wasn't thinking about the dancer."

"Oh? Who were you thinking about? That blue chick again?"

"...no." Fox mumbled.

"Progress!" Bill shouted. "Another round!"

It was late that night before the three pilots left the club. Despite their inebriation, none of them were too drunk to walk. They parted ways at the shuttle station and Bill gave each of them a tight hug in his thick arms.

"Don't be strangers, ya hear?" The canine barked happily as he boarded the shuttle bound for the air force dorms.

"Sure thing, Bill," Fox replied as he and Falco waved goodbye. They climbed onto the drydock shuttle and it wasn't long before they were back on the Great Fox. Peppy and Slippy were already asleep, and Falco grinned like a child as the pair snuck through the ship like two stowaways to get back to their beds. As Fox lay in bed, he couldn't stop thoughts of Wolf entering his mind once again. At least O'Donnell was wearing clothes this time. Through the alcohol muddying his brain, Fox could barely remember something his father had said about Wolf a long time ago, but sleep overcame him before he could fully remember what it was.

***

The next morning, Fox rolled uncomfortably out of his bed. His head throbbed in agony as he slowly stepped into his bathroom and grabbed a bottle of hangover pills from the shelf near his sink. He took two, and before he was finished brushing his teeth and taking a shower, the pain in his head was gone. The pills didn't stop the fogginess in his mind or the cotton feeling in his mouth, but that was easily remedied with food and caffeine. He threw on a t-shirt and sweatpants before making his way to the mess hall to fix himself some coffee and breakfast. Peppy and Slippy were there as well, already eating.

"Mornin' sunshine!" Peppy said cheerfully.

Fox gave a lazy wave in response.

"Was wonderin' if you were ever gonna leave that room," the older hare mused as he took a sip of orange juice.

"Thanks. I think I'm mostly over it."

"It's alright, Fox," Slippy chimed in. "We only need a few more days to finish repairing the ship so it won't be long before we're soaring through the system again!"

"Good to hear," Falco said as he entered the mess. "We've been grounded for too long already. I can't wait to spread my wings again."

A red light flashed on Peppy's wristband. "Huh, that's strange. There's a message comin' in on a restricted channel."

Fox inhaled two pieces of toast and washed them down with a gulp of coffee. Across the room, an equally hungover Falco devoured his own breakfast in a similar manner.

"Is it General Pepper?" Slippy asked.

"I dunno. It's restricted," Peppy said. "Gotta open it at the main comm channel on the bridge."

All four members of Star Fox stood and made their way to the front of the Great Fox. Peppy slid into the comms station chair and pulled up the signal on a holo screen. The frustrated face of Wolf O'Donnell quickly changed to a friendly smile as he realized they had answered. Fox's heart skipped a beat but the others stared in shock and alarm.

"Star Wolf?!" Peppy exclaimed. "How did you get this frequency?"

"Oh come on, Pep," Wolf sneered. "I'm a pirate, remember?"

Fox stepped in before Peppy could argue further. "What do you want, Wolf?"

"Cutting right to the chase, eh? I like that," Wolf said as his sneer turned into a wide grin. "Thing is, one of my boys found a recording that you might be interested in, McCloud- on Venom."

Venom, the planet where Andross's base of operations used to be. On the screen, Leon slid into view behind Wolf and handed him a black data disk.

Peppy gasped. "That's from an Arwing's black box!"

"Yeah, so I understand how much it would mean to you to get this back," Wolf said. "I've already watched it and the info on here doesn't mean much to little old me, but I figured Foxy there might want to hear his dear old dad's voice again."

Fox balled his fists and spoke through clenched teeth, each word icy and biting. "What do you want, Wolf?"

Wolf chuckled. "I want you and birdbrain there alone to come to the coordinates I'm about to send and we'll make a deal." Silence followed as Fox hesitated. "You ain't gettin' this disk any other way, kiddo," Wolf said.

Fox was suddenly struck with the memory of his father using the same pet name for him.

"H-how do we know the disk actually contains what you say it does?" Slippy asked.

"Oh fine, I'll give you a little teaser since you insist," Wolf said as he inserted the disk into the console in front of him.

On a separate screen, a flickering image of Venom's surface appeared through a cracked windshield. In the left corner of the screen, black smoke billowed from wreckage that could have been the remains of an Arwing's wing. The image jolted and panned slowly to the right, bringing James McCloud's battered, bloody face into view. The sunglasses he usually wore were missing, no doubt broken in the crash, and he grimaced as he looked into the camera.

"Th-this is James McCloud." He coughed and a bit of blood trickled from the corner of his mouth. "This message is for my son, Fox. H-hey there, kiddo-" The video paused, leaving James's face with a sad expression.

"That's all you get unless you do as I ask, Star Fox," Wolf said. "Don't keep me waiting." Wolf's face vanished, leaving the coordinates for an area of space between Macbeth and Titania.

"We have to go get that disk," Fox said.

"Fox, yer father's ship was sucked into Andross's artificial black hole," Peppy said. "There's no way he could have ended up on Venom."

"Maybe he got out of it somehow," Fox said.

"Scientists have theorized that black holes could be used for incredibly fast travel," Slippy optimistically chimed in.

"I think Wolf doctored that footage and is trying to bait you into a trap," Peppy said.

Fox threw up his hands in frustration. "We saw my father in the recording, Peppy!"

The bridge fell silent for a moment as Peppy conceded he didn't have a rational rebuttal.

Falco turned toward Fox and put a wing on his shoulder. "Trap or not, I'm with you if you want to go get that disk. Star Wolf has never been a match for us before."

"Thanks, Falco. Let's go."

Peppy sighed with the realization that nothing he could say would make the two ace pilots reconsider. "You two be careful, ya hear?" Peppy called after them as they left the bridge.

"We will," Fox said. "Make sure the Great Fox is ready to fly by the time we get back."

***

Two Arwings lifted off from Corneria's airfield and flew in silence toward the given coordinates for nearly an hour before either pilot said anything. Fox was lost in thought about Wolf and his father, but mostly about Wolf. Before last night, Fox imagined he would have been angry that his rival was bribing him for information about his father. But now all he could think about was Wolf's charming grin. If they could get the disk without fighting for it, that would be best, right? What were these feelings?

"You alright, McCloud?" Falco said over their comm channel.

"Yeah," Fox said. "I was planning on hearing them out. Maybe the deal will be an easy one."

Falco scoffed. "You know it's a trap. We should just go in there guns blazin'!"

"No way! We're trying to retrieve the disk, not destroy it with wild blaster fire!"

"Yeah, you're probably right," Falco said with an audible sigh. "We'll listen to what they have to say."

The two small fighters sailed through the void between Corneria's myriad planets, and as they neared Titania, nervous butterflies assaulted Fox's stomach. The coordinates led them to a small, abandoned outpost floating in the remnants of what might have been a large asteroid. It had probably been destroyed during Andross's invasion.

"Think there's atmo left in there?" Falco asked.

Fox's cockpit lit up to indicate an incoming hail. He punched the accept button and Wolf's face appeared on a hologram next to him.

"Glad you boys could make it," Wolf said with a wry grin. "Come on down, the place is nice and cozy. And don't do anything stupid. These black box disks are pretty fragile after all."

"We get it, Wolf," Fox conceded. "Just make sure the hangar is open."

"Already done, pup," Wolf said before abruptly closing the channel.

"'Pup' huh?" Falco teased.

"Don't look at me! He's never called me that before."

The two carefully flew into the outpost's hangar. It was a rough maneuver due to one of the doors being stuck closed. One side had probably been damaged when the asteroid was destroyed. When both ships safely touched down near the three Wolfen in the hangar, the door closed with a slow, grinding screech. Fox's cockpit displayed a breathable atmosphere outside and he hopped out to the metal floor below. The room smelled musty from age and most of the lighting in the place was broken. Falco approached from his Arwing moments later.

"Only three Wolfen? They're even less of a threat now," the bird mused.

"Play nice for now, Falco," Fox reminded him as the two walked to the exit of the hangar.

"Yeah, yeah."

The outpost's intercom crackled to life as they entered the hallway beyond.

"Welcome, McCloud and guest," Wolf said over the loudspeaker in an oddly cheery voice. "Your hosts are waiting in the residential quarters."

Falco rolled his eyes, "Oh come ON. You know who I am!" He yelled at the nearest intercom speaker he could see. Fox shrugged. He had begun to prefer Wolf's new, playful attitude over the older canine's usual aggressive attempts to kill them. The inside of the outpost was surprisingly well kept. The carpets were even intact and mostly clean. It appeared to be of Cornerian military make from the looks of the decor and insignias on the walls. Signs pointed the way to residential, and the two pilots obediently followed them through the quiet outpost.

"I don't like this, Fox," Falco said.

"Too quiet, right?" Fox replied. "Don't worry. If they wanted to shoot us, they would have done it by now. Just keep your reflector ready."

The door to Residential slid open and they cautiously entered. Wolf was sitting with his booted feet up on a table while Leon and an unfamiliar, astonishingly muscular black leopard leaned against the bunks on the other end of the room. Leon had on a pair of ripped, faded jeans and a black bomber jacket with the collar popped up. Leather bracers circled both of the lizard's wrists above black, fingerless flight gloves. The leopard wore a pair of very tight leather pants with the collar of his jacket and red, buttoned shirt underneath open wide enough to show off his thick pecs and collarbone. Fox's gaze swept back to Wolf. The older canine was in a casual jacket Fox had never seen before. A long, brown duster, weathered from age and use. Underneath, he wore an off-white railroader shirt with the top button undone, and a pair of nondescript black jeans. Fox's eyes traveled back up the older canine's body to his smiling face, where Fox also noticed Wolf was wearing a fancier eye patch than usual. Was he trying to impress them? Why did Fox pick up on a tiny detail like that?

"There's the men of the hour!" Wolf jovially exclaimed when they entered and a momentary silence followed as Fox and Falco glared at their three rivals across the room. Falco's hand hovered, poised over his holstered blaster, ready to draw and fire at a moments notice.

Wolf rolled his eyes and slowly stood, arms wide in an attempt to show the Star Fox pilots he meant no harm. "Look, boys. All this fighting and squabbling amongst us has gone on for so long, years probably," he smoothly said. "Ain't you all tired of it?"

Fox opened his mouth to speak, but his avian companion's tongue was quicker on the draw. "That's rich, coming from the guy who got James McCloud killed," Falco said.

Wolf looked shocked. "Little old me? Now listen. I fully admit I made some bad choices in the past- quite a few I regret, honestly, but we're here to put that all behind us. I was hoping we could meet on more amicable terms this time."

"Then why are they here?" Fox asked, jerking his head toward Wolf's companions.

"Come now, kiddo," Wolf said with a chuckle. "You think I'd try to meet you two all on my lonesome? Besides, it'll be more fun with them here."

Fox looked at Falco, confused, but the avian had a feeling what Wolf meant. If he was right, then he could drop the hostility. Maybe it would be a good time after all.

There was an awkward pause before Fox asked: "Fun?"

Wolf rubbed his hands together and opened his mouth to reply, but Leon interrupted. "Come on, boss. Cut to the chase already."

Wolf turned, shooting a death glare at the chameleon who visibly bristled under his superior's gaze. The older canine turned back to Fox and Falco with a friendly smile. "Bless your heart for naively coming all this way, pup. Look, I didn't kill your old man. Truth is, I was actually quite fond of James before he died. We were in the academy together, you know-"

Falco scoffed. "You?! Wolf O'Donnell, the most notorious space pirate in the system was in the Cornerian Flight Academy?" It sounded more like a joke when spoken out loud.

"Thanks for the flattery, but yeah, what of it?" Wolf said. "Thing is, you boys have been through the Academy. You know how a fellow cadet might... help you out in private from time to time. That's how it was with me and James, pup."

The words quickened Fox's hot blood and he feared his pounding heart would betray him. For Falco, it was as if a switch flipped in his brain. Now that he knew what Wolf wanted, the risk of a fight was low. He sized each of them up in milliseconds, briefly wishing he could see Leon's bare ass that he had tucked into those tight jeans. It wasn't a big deal that they were all male. Falco wasn't picky. Team Star Wolf would just be another lay, and Falco was definitely starved for one... or three. But there was the matter of convincing Fox. Perhaps a little convenient slip of the tongue would speed things along.

"Just like you and Bill?" Falco murmured toward Fox just audibly enough for Wolf to hear and then quickly clapped his beak shut as Fox shot him a look that could kill. Falco made a show of looking away, anywhere other than his friend's eyes, as he tugged on the red bandana around his neck in embarrassment and obviously adjusted his bulging crotch, brought on by the thought of James McCloud slamming Wolf into an academy dorm mattress among other images of Leon's tight asshole swallowing Falco's cock. A predatory grin spread across Wolf's muzzle at Falco's whisper.

"Somethin' you wanna share with the rest of the class, birdie?" Leon said with a snort through his nose.

Falco said nothing, but his eyes obviously wandered down to Panther's bulging crotch as if to respond.

"Enough of this chitchat," Panther abruptly said. "Let's get on with it already. They want the disk? They'd better give us some tail first."

The grin vanished from Wolf's face as he glared back at the cat, adding a guttural growl for good measure.

"Really, Wolf?" Fox asked. "You called us all the way out here hoping we'd have sex with you?"

"I'm game," Falco abruptly said. He was getting too worked up to be any more coy. Fox whirled, staring at his friend in disbelief, and Falco raised his wings defensively. "What? You told me to play nice!" Falco continued. "Besides, we've already fucked Star Wolf in plenty of dogfights. Aren't you curious to see what actually fucking Star Wolf feels like?" The bird wiggled his eyebrows suggestively even though it was hardly needed. "I'm also way overdue for a good lay. It's been fuckin' months."

Falco smoothly shucked his flight jacket and kicked off his boots. Leon watched, practically drooling.

"Well, well, ain't this unexpected." Wolf growled with a chuckle. "Though I shouldn't be surprised that the hothead is more eager than you, Foxy."

Wolf shrugged off his coat, letting it fall onto the chair behind him. His deft fingers made quick work of the buttons of his shirt and Fox realized that he was staring, mouth agape. He was vaguely aware of Leon approaching Falco in a similarly predatory manner, but he couldn't tear his gaze away from Wolf, the object of his fantasies over the last few days.

Wolf gently lifted Fox's chin. "Can't keep your eyes off me, huh, kiddo? I can tell you need this just as much as I do. I promise I won't do anything you're uncomfortable with and I won't bite; unless you want me to, that is." A wide grin spread across Wolf's face as he finished.

Embarrassed heat filled Fox's ears and he turned his head to look at the wall instead of Wolf's intense gaze. "Sh-shut up," Fox said. He couldn't just shrug off the conflict between them so easily, could he? Was this really that simple? It seemed effortless for Falco. When Wolf was this close, Fox could smell him. He had an earthy scent with hints of wood smoke and- was that thyme? Fox found himself imagining the older canine shirtless and realized, if he said yes, he wouldn't have to imagine anymore. Wolf O'Donnell was right here, willingly ready to bring Fox low and do whatever Fox wanted. Fuck it. Fuck their rivalry. Right now, Fox only wanted Wolf's body pressed against him in more ways than he could count.

"Fine," Fox said and Wolf's eye widened, pleased. "But you promised not to do anything I don't want so if I tell you to stop, you'd better stop."

Wolf nodded. "I may be a pirate, pup, but I'm a pirate of my word."

Fox pulled off his jacket somewhat awkwardly; he had undressed in front of people plenty of times back at the Academy's communal locker rooms, but the way Wolf leered at him while he unzipped his flight suit still sent apprehensive chills up his arms. Wolf must have picked up on the younger canine's nervousness because his expression softened. "Relax, pup," he said as he gently placed a hand on Fox's bare shoulder and pulled him into a kiss. Fox's nerve endings lit up and his eyes went wide. Wolf's scent invaded his nostrils, powerful and masculine. The older canine's tongue pushed its way past their lips and flicked along Fox's own. Wolf rumbled deep in his chest, a soft, reassuring sound, and Fox pressed himself against Wolf's body as he slipped into the passion of the kiss. Fox closed his eyes and moaned as Wolf pulled the zipper of his flight suit down to his belt. The older canine's stiffening bulge pressed firmly against Fox's just below his hand, and without looking he lifted the latch on Fox's belt, sending it clattering down around the younger canine's boots. Wolf ran the palm of his hand up Fox's soft belly fur, gently pinching one of Fox's nipples when he found it and drawing a heated whimper from Fox's lips.

Wolf broke the kiss, sliding his lips down over Fox's neck, nibbling and licking as he did. His hands ran around behind Fox and pushed the green flight suit the rest of the way off the younger canine's shoulders and arms. The zipper in the front slid down further and Fox's musk, smelling slightly woodsy with a hint of cedar, wafted up and flared Wolf's nostrils. A soft growl rumbled in Wolf's chest and one of his hands slid down Fox's back and gripped his ass tightly while he softly gnawed on the younger canine's neck.

"Ah! Wolf!" Fox moaned, his erection springing free as his flight suit finally dropped to his ankles. Wolf's other hand rubbed and pinched Fox's nipple and the younger canine could only cling to Wolf's shoulders as pleasure shot up his spine and threatened to weaken his knees. Wolf easily lifted Fox off of his feet and carried him to one of the nearby bunks, laying him gently on his back. He tugged off Fox's boots and then the rest of his flight suit, leaving the younger canine completely exposed. Blushing heat filled Fox's ears as he looked up at Wolf and noticed the black leopard was also gazing at him nearby. Where had Falco gone? Fox had completely lost track of his friend in his passionate foreplay with Wolf, but he could hear the avian grunting and making other pleasured sounds no doubt due to whatever Leon was doing.

Wolf beckoned to the cat, "Come here and warm this pup up for me, Panther," he said with a sensual growl.

"You got it, boss," Panther said.

Wolf slid onto the bunk beside Fox and Panther took his place at the foot of the bed. The feline fished an impressively thick, black cock from his pants and idly stroked it while he waited for what Wolf would do next. Fox was the first to make a move, though, pushing his hands against Wolf's bare belly under the older canine's undershirt.

"That's it, kiddo," Wolf said. Fox couldn't believe how soft Wolf's fur was, and he lifted up the older canine's shirt the rest of the way to nuzzle his belly and pecs. Wolf's fur was thicker than his, and it took Fox a short moment to find a nipple under it, but he aggressively nibbled and sucked on it when he did. Panther then inhaled Fox's length, making the younger pilot gasp and moan into Wolf's chest. Wolf huffed through his nose and Fox could have sworn he saw the older canine's crotch visibly expand as he attacked that nipple. The older canine pulled off his shirt and clutched the younger pilot tight to his body, so Fox could feel his cock throbbing underneath his pants from the teasing. One of Fox's hands gripped Wolf's belt buckle and fussed with it. It was a different type than his and he couldn't quite unfasten it with only one hand, but his other hand arm was trapped against Wolf's body.

Panther provided a helping hand, reaching forward to lewdly grope Wolf's bulge before helping Fox with the buckle. He then winked up at the younger canine before swirling his tongue along the crown of Fox's meat. Panther's fingers gently slid under Fox's tail and prodded his entrance, which tightened in response. The big cat purred around Fox's erection at the feel of the young pilot's soft asshole and pressed against it. "C-careful," Fox whined. "I'm not- I haven't-!"

Wolf pulled Fox's head against his belly, centimetres from the more experienced canine's twitching cock. "Relax, pup," He cooed. "Panther knows what he's doing."

The leopard lifted his muzzle from Fox's dripping length, grabbing it and giving it a long, slow stroke. "You flatter me, boss man," Panther said with a grin before looking to Fox. "Suck in a deep breath and clench for as long as you can, little foxy." Fox did so as the big cat licked one of his thick fingers and then pressed the wet digit once more against the young pilot's quivering asshole. When Fox couldn't hold the clench any longer, his hungry anus sucked in Panther's finger right up to the third knuckle, and Fox gasped hotly into Wolf's fur from the sudden intrusive sensation. His anal walls spasmed and clenched around the finger and he panted and groaned against Wolf's abdomen.

O'Donnell guided the moaning fox's muzzle to his own stiff shaft, grinning with delight at the younger canine's newfound eagerness for pleasure. Fox sniffed Wolf's erection and the older pilot's heady musk sent his head spinning with lust. The younger pilot slid his tongue up Wolf's cock, groaning as Panther began sliding his finger gently in and out of his hole. The feline sucked Fox's length back into his mouth and his talented tongue drew rings on the underside. Fox took Wolf's tip into his mouth and sucked gently, reveling in how the man of his dreams tasted: masculine musk with a hint of thyme and salt.

Panther's second finger moved into place next to the first and Fox clenched as hard as he could once more when he felt it. Panther purred in appreciation around Fox's cock and when the young pilot's hole grew tired, the second thick digit slid inside next to the first. Fox moaned around Wolf's throbbing dick as those fingers tugged on his anal ring, trying to stretch it out for what was to come. Fox gasped when the fingers spread apart, spreading his hole wide, and he reached down to grab one of his ass cheeks. He tugged it to the side to give Panther easier access and Wolf chuckled from above at the sight.

O'Donnell lifted Fox's head from his cock to look into his eyes. "Atta boy, pup," He whispered. "Just relax and let Panther's fingers work you open." Fox was about to reply, but Wolf silenced him with a passionate kiss. Fox clutched Wolf close to him with his free hand as the older pilot's tongue danced with his. Wolf's hard dick eagerly rubbed against Fox's stomach, matting his cream-colored fur with slick precum. Fox shuddered as Panther's fingers sank in deep and began rubbing his prostate. That hot feline tongue teased his shaft in all the right ways and he felt the familiar tingle of an orgasm rising quickly in the pit of his stomach. He pulled away from Wolf abruptly and groaned, "W-Wolf, I'm gonna cum-!"

Panther yanked himself off of Fox's dick and his fingers from the young pilot's hole, watching intently as Fox's erection twitched and throbbed on his stomach; his orgasm stopped in its tracks from the cold air and sudden lack of pleasure. Panther purred as he watched Fox's dick cool off. "Easy, little foxy. No sense in rushing, yes? Let's slow down and enjoy these new feelings together," he said in his sultry, tenor voice while gently rubbing Fox's thigh as the younger pilot's cock quivered and jumped along with his racing heart in his chest.

"Yeah, pup. Don't want you gettin' off just yet," Wolf rumbled in his deep baritone as he pulled Fox into another long, slow kiss while Panther moved up to lick and nibble on one of the vulpine's nipples.

***

"I'm game," Falco abruptly said. Fox whirled, staring at his friend in disbelief and Falco raised his wings defensively. "What? You told me to play nice!" Falco continued and shrugged his flight jacket from his shoulders.

Fox was oblivious as usual, but the way Panther had already been undressing them with his predatory eyes and fondling himself behind Wolf was a dead giveaway. Honestly, sleeping with the enemy wasn't the worst idea in the world to the bird. Better than shooting the shit out of each other in Falco's book even though he did enjoy a good dogfight. This was just a different kind of dogfight. All eyes were on him as he kicked off his boots and his talons clacked against the steel floor.

"Well, well, ain't this unexpected." Wolf growled with a chuckle. "Though I shouldn't be surprised that the hothead is more eager than you, Foxy."

Falco's beak twisted into smirk as he watched Wolf follow suit, and Leon appeared behind the undressing canine. The chameleon seemed quite intrigued by Falco as he slowly and seductively circled the bird like a predator, long tongue licking his lips. Falco watched the reptile's sultry eyes wander over him. He was no stranger to sleeping around and he knew this game. Leon was slow, methodical, gazing with leisure at his latest 'prize'. He reached out a hand to trace Falco's curves in the air, but refrained from touching the blue avian. Falco rolled his eyes after Leon got halfway around him.

"You just gonna stare or what?" He teased as unzipped his flight suit, revealing a white undershirt that clung to his body.

"I've been waiting a long time for this, birdy," Leon mused. "You'll have to forgive me for wanting to take my time." Leon shed his own bomber jacket and tossed it aside before he slid up behind Falco and finally, gently wrapped his arms around the blue bird.

Falco scoffed and turned around to face the lizard behind him. "Tell you what," he said, beak to snout with the chameleon. "How about we make this interesting? You want to be on top? Let's wrestle for it."

"You make this too easy." Leon said gleefully before his hands grabbed the sleeves of Falco's flight suit and pulled them down so the bird's arms were caught behind his back as he stepped to the left near Falco's right side with a triumphant grin. Not to be outdone by the dirty maneuver, Falco dug his claws into the ground next to Leon's back foot, grabbed Leon's wrist and twisted his body backward. Leon gasped, tripped over Falco's foot and tumbled onto a nearby couch.

The chameleon made a show of sprawling on the cushions, letting out an exaggerated, fake groan as he looked up at the half-dressed pilot. Falco looked so cute, and the fact he wanted to work up a sweat over who was on top made Leon that much more eager to mess with him. "Tsk tsk, annoying bird," Leon scolded as he wagged a finger at him. "I am the great Leon!"

"Yada, yada. I've heard it before," Falco said, rolling his eyes once more. With Leon a safe distance away, he slipped his hands free from his suit and unbuckled his belt, letting it and the suit fall to the floor. Leon nearly drooled at the sight of the avian's uncut cock swinging free below the hem of his undershirt. Falco lifted his arms into a defensive pose and waited to see what Leon's next move would be. "What other fancy moves you got, lizard?"

As a trained assassin, and skilled in multiple forms of close-quarters combat, Leon had plenty. He let a wide smile spread across his lips as he quickly bounced up from the couch and grabbed Falco's arm, thumb digging into the interior part of the avian's elbow. Instead of stepping back away from the approaching lizard, Falco narrowed his eyes and moved forward, sliding his knee up Leon's thigh and making the chameleon shudder momentarily with lust. He didn't notice Falco's wings pressing against his chest until he was already flying backwards away from the avian from Falco's rough shove. But Leon's assassin training took over and he threw his head back, planting his palms on the floor in front of the couch as his booted feet caught Falco's feathery limbs from below and brought him sailing over Leon's head to crash down on top of the cushions.

Falco squawked in alarm as he soared through the air before landing upside down on the couch, his legs hanging off the back of it as his arms were pinned to the sides by both of Leon's boots. The flexible chameleon's torso was bent into a horseshoe shape, which allowed him to look right at Falco who was too stunned to think of what to do next. "Give up Lombardi?" Leon gloated as he seductively wrapped his prehensile tail around Falco's waist.

"Get your tail offa me, reptile!" Falco hissed, struggling against Leon's grip. The tail curled under his thin shirt and slid upward towards his chest. Despite his protesting, Falco found himself getting quite aroused by the affair and, in this position, his face was very close to Leon's crotch. He nudged his beak into the fly of the chameleon's jeans and tugged the zipper downward, getting a delighted hiss from Leon.

"You're not as tough as I thought, birdie, but I'll take care of you," Leon said, taking Falco's submissive act as a win. Using Falco as an anchor point with his tail, he pushed his torso upward to finish his cartwheel until he was sitting on Falco's chest, and felt the avian below him grip his denim-covered ass. The chameleon's belt slipped free and he stood momentarily to shed his jeans. Falco yanked off his shirt, cock throbbing on his belly as he watched Leon's own lengthy erection spring free from the fabric. Falco reluctantly turned horizontal on the couch, lifting a cushion under him to provide better leverage. He wasn't as experienced in anal as he was in topping, but Leon had won so...

"No, no, pretty birdie," Leon said. "It's not your holes I'm after." The chameleon sank down between Falco's legs and wrapped his long tongue around the blue avian's twitching cock. Falco's beak clenched and he hissed through it in pleasure as the lizard's tongue coiled around his length, making him shudder as his shaft spat precum into Leon's throat. This 'trap' had turned out much better than expected.

Leon murred at the taste, there was something tangy about Falco's precum. His tongue wrapped a few times around Falco's seven inches. It wasn't quite as thick as Panther's, but Leon was never one to turn down a dick of any size. Falco moaned, twitching and shuddering as he clutched the cushions. Maybe it really had been a few months since the bird's last lay. 'Good. More for me.' Leon thought as he eagerly brought his throat down on the mushroom tipped head and began to bob on Falco's length.

Falco hissed as his talons curled into a tight ball and then relaxed as he squirmed on the couch. He glanced over to see how his partner was doing. Wolf was gently laying Fox down on one of the bunks and pulling off his boots. Panther was nearby too, but splitting his attention between the two couples as he fondled his hard, girthy bulge. Leon's tongue rubbed directly on the underside of Falco's cockhead, and the blue bird let out a pleased grunt and then a heated moan when the chameleon gripped his balls and tugged the sack away from his groin. Falco glanced down at the lizard who was glaring at him with a look that said, "Keep your eyes on me." Satisfied with the fact that Fox wasn't being a timid wallflower, Falco smirked and placed his hands on Leon's head and thrust into his mouth.

"Fuck, yeah," He groaned as Leon tugged harder on his nuts and swirled his tongue around the bird's turgid length. The chameleon's free hand rubbed Falco's abs, pulling his lips up to the tip of the dick in his mouth to rub his tongue through the piss slit. More groaning from the bird, who clutched the ridges on Leon's head tighter when the lizard's tongue slid back down his length with practiced precision. "Gonna cum pretty quick if you keep that up... reptile," Falco hissed.

Leon reluctantly backed off, pinching Falco's nipples between his fingers as his tongue ran circles around the blue bird's cockhead. Precum coated his tastebuds, salty and delicious, but it wasn't a shot in the mouth that the chameleon was really after.

"You'll cum when I decide it's time for you to cum," the chameleon warned. There was a sinister air underneath that playful tone that made Falco's stomach twist in knots. The reptile released the throbbing length, getting a whimper in response before Falco saw why.

Leon pulled off his shirt and moved up Falco's body until they were chest-to-chest. Falco nudged the chameleon's snout with his beak and Leon responded by pushing his tongue into the avian's mouth. Falco wrapped his wings around his temporary lover, pressing his beak against Leon's lips as their tongues wrestled in his maw. The chameleon's smooth-scaled athletic body caressed Falco's fit frame as they kissed, grinding passionately against one another with heated grunts and groans. The avian hotshot lost track of time as the lizard's tongue ran circles around his own and they both huffed against one another. He vaguely became aware of his cock rubbing through Leon's smooth ass cheeks and catching on the reptile's puckered hole every now and then. Leon suddenly lifted his hips high and brought them down roughly, his experienced asshole swallowing Falco's shaft with ease. The bird pulled his beak from Leon's lips as his cock bottomed out inside of the lizard.

"Aaahhh, Fuck!" Falco moaned aloud. Wolf laughed from across the room, but the tight, warm ass quivering around his cock claimed all of the avian's attention and he didn't register the sound in his mind. His wings gripped Leon's ass and he lifted it once before slamming back down and sighing in pleasure from the velvety walls clinging to his cock. Leon hissed in delight, clenching his anus purposefully around Falco's erection. He watched the bird's face contort in bliss as he milked the hard shaft inside of him; it was a similar expression to the one Wolf had made a few days earlier on Sargasso station when Leon had ridden him to near exhaustion. But Falco wasn't his boss and Leon could do things with the avian hotshot that he would never attempt with Wolf. The lizard reached down and grabbed Falco's wrists, pulling them away from his hips as he sat there clenching on that twitching cock. He had expected Falco to protest, but instead, the bird raised his beak toward the ceiling with eyes closed, letting out a grunting moan of carnal pleasure.

Leon lifted his hips, feeling Falco's cock rub along his fleshy walls and sending waves of pleasure up the chameleon's spine as he pulled off until just the tip of Falco's cock was twitching inside him. He watched in amusement as Falco gritted his teeth and the mushroom head flared as Falco's body flexed underneath, trying to push back in. The avian planted the heel of his feet into the cushions for purchase, determined to fuck the merc and not get blue balled like he had for the past few months with all those flakey hook-ups. He felt Leon's tail wrap around his ankles just as the chameleon slammed his ass back down into Falco's groin. They groaned in unison, too lost in the moment to find something clever to say to the other.

Falco was already close. He had nearly hit his peak when Leon was sucking his dick with that talented muzzle of his. He didn't want to admit it, but if Leon lived closer to Corneria and wasn't a wanted man, he might have considered hooking up with him again. His thoughts were interrupted by another forceful drop of the chameleon's well-toned cheeks. He felt a hand touch his beak, tilting his head as Leon locked eyes with him.

"Color me impressed, Lombardi..." Leon huffed, releasing one of Falco's wrists as he reached down to stroke his cock, dripping pre onto the hotshot's chest while he rode the cocky bird. "You've lasted longer than some." One of his slitted eyes winked before he glanced over at the other three on the bunks. "Let's see how much longer I can milk you before you're singing like a dove for release."

Falco kept his teeth clenched, determined to keep quiet as he struggled to hold back the orgasm building in his loins the best he could. Why did Leon have to be so damn good at this? His talons curled as his free arm came to his side to hold Leon's curved hips, feeling the smooth green scales underneath his wing tips. He gave a few meager involuntary thrusts, doing his best to suppress the moan in his throat.

"That's it, pretty birdie," Leon rolled his hips as he clenched around the entire length, feeling it throbbing hard against his prostate. He took his hand off his dick to trace a pre-slick finger down Falco's chest and stomach, feeling the taut muscles quiver at his touch. "I think you've earned a treat."

He continued to ride, groaning out as Falco relaxed and his balls pulled up tight to the base of his cock. The avian let out a restrained squawk as his climax hit, his body convulsing as he shot rope after rope of thick seed into Leon's ass. The feeling was overwhelming as his jolts of pleasure shot up his spine and caused his back to arch upward, finally unclenching his teeth and moaning much more loudly than he intended.

Leon felt the warmth fill his hole, squeezing his sphincter around the falcon's dick and counting the spurts as Falco writhed beneath him. He closed his eyes and sighed, the constant pumping against his prostate sending him over the edge. He grabbed onto Falco's red bandanna, balling up his fist, and held on as he began to unload across Falco's chest. He hissed happily as he let himself go, riding out the bird's orgasm as he painted white streaks over the beautiful blue of the bird's feathers.

Falco gasped, opening his right eye in surprise as he felt the long, warm jets etch across his pecs, beak and his left cheek. He wanted to cuss out Leon but regretted opening his beak as he caught the next volley right in his mouth, the salty fluids landing right on his tongue and making him snap his beak closed before he got another sample of the chameleon's DNA.

Leon rubbed along the edges of his hooked beak with his thumb, smearing his cum against it before he pushed his digit in and rubbed it over Falco's palette. "Go on and swallow, Lombardi. I did say you earned a treat." Leon grinned as he felt the muscle wiggle and cum dripped off Falco's pretty face before the lump in the falcon's throat began to move. "There's plenty more where that came from..." He reached back and fondled Falco's balls. "And I hope there's still some pent up energy left in these bad boys, cause we're far from done with you."

Falco made a face, mostly to keep up appearances even though the chameleon's jizz didn't taste awful. He closed his eye and suckled on the thumb in his mouth, swirling his tongue the best he could around it before the chameleon pulled off his dick, the semi-erect member flopped along his v-line, oozing his essence into the dip between muscles as the chameleon stood and looked at Wolf.

"You're pretty good as a gunner, Lombardi, but now we'll see how you do in the cockpit," Leon sneered and walked over to his boss.

***

Fox found himself on his hands and knees, gasping into Panther's abs as Wolf's lubed up erection spread him open. He moaned softly, nibbling on the feline's pecs and nipples as the man of his dreams entered him. Wolf's tight grip on his hips loosened when that thick cock slid in half way, and the older canine rubbed his palms up Fox's back, gripping his shoulders in preparation. Fox couldn't remember when Wolf and Panther had lost their clothes, but he wasn't complaining. The feline was a wizard with his fingers, shocking the vulpine with how easily he could take his first dick.

"Damn, pup," Wolf hissed into his ear. "Still so fuckin' tight." Fox moaned in agreement from around one of Panther's nipples and the dark feline chuckled as he pushed the vulpine's head lower. Fox's heart raced as Panther's immense rod approached his mouth, pulsing in front of him while a bead of precum formed at the slit. Damn! Almost the same size as Bill's, Fox thought, memories of the bulldog still fresh on his mind. He inhaled the length as best he could after several years with no practice.

Panther huffed a lusty breath onto Wolf's face. "Your boy is mighty thirsty, Cap," the feline said. "I think he may have done this before."

"Well he ain't done anal before, I can assure you," Wolf grunted as he took is first slow thrusts into the quivering asshole that was feverishly trying to expell him. Panther's lips locked with Wolf's as the two pirates began to alternately move their hips in and out of the vulpine bitch under them. Fox groaned around the girthy shaft in his muzzle, rubbing his tongue along the underside like he remembered Bill enjoyed. He hoped Panther's pleased purring was a good sign as he bobbed, flicking the cockhead on each upward pull. Wolf pressed his fluffy chest to Panther's, growling into the felines mouth as they swapped spit. His thrusts quickened as he felt Fox's pucker begin to yield, and he pounded that vulpine hole with firm, forceful strokes, his fuzzy sack pushed up tight against Fox's balls each time he hilted. He broke the kiss with Panther to lick and sniff the cat's muscular pecs, sliding his tongue around them and under Panther's arm.

"I know what you like, Cap," Panter said as he lifted his arm and grabbed the back of Wolf's head, shoving the canine's nose deep into his armpit. Wolf whined, cock throbbing thicker in Fox's ass from the source of Panther's masculine, earthy musk, barely masked by the scent of roses after a rainstorm. Wolf couldn't get enough of that smell. Despite his dominant demeanor when dealing with Fox, he only wanted to worship Panther's pits. He could vaguely hear the feline chuckling as he dragged his tongue along the fur, tasting the Panther's sweat as the other pirate massaged his back and pushed the tip of his member against the back of Fox's mouth. Wolf inhaled deeply, groaning and drunk off the handsome cat's scent as he licked, again and again, taking panting, gasping sniffs as his eyes rolled up in his head and his erection spurted precum into Fox's ass like a leaking faucet. If Wolf had his way, he would have stayed in that armpit until he shot his load, but Panther pulled away and pushed him down toward the vulpine between them. Wolf hugged the younger pilot tightly from behind to get his cock as deep in that ass as possible. His weight pushed Fox's lips down to the base of Panther's shaft and Fox lifted his arms to hold on to Panther's hips while he gulped around the tip in his throat. He gagged once before he remembered to clench his fists around his thumbs and his eyes watered from the strain of holding his breath.

"You feel so good, pup!" moaned Wolf into Fox's ear. The older canine firmly hilted and ground his hips against his smaller lover on every other thrust, savoring the vulpine's velvety anal walls. He lowered his head and dragged his tongue through Fox's armpit fur, groaning at the slightly alpine scent of James's son. Fox shivered at the odd sensation of being licked under his arm, but the thought of Wolf savoring his scent made his own erection twitch with desire under him. Wolf gave another deep inhale of Fox's armpit and then lifted his head to bite the vulpine's shoulder as he quickened his pace. Fox attempted to pull himself up Panther's cock, but Wolf's weight was keeping his nose shoved into the cat's tangy, musky pubes. Panther gently pulled him upward so he could breathe and Fox sucked in a gulp of air through his nose. He gazed up into Panther's yellow eyes and the feline smiled. He seemed too nice to be a pirate. Why was he with Star Wolf anyway?

Panther placed a hand on top of Fox's head. "Deep breath, little foxy," He said and Fox quickly obeyed, sucking in a lungful of air before Panther shoved him back down on his cock and began to match Wolf's thrusting speed into the younger pilot's hot throat.

Fox's heart pounded with lusty pleasure as he was manhandled by the two older men. It felt better than he had dreamed, and his cock throbbed under him, spilling precum onto the mattress below. Wolf's balls smashed into his taint as the Fox's sack tightened and his hole clamped down on the older canine's thick shaft. Panther's nuts slapped his chin and Fox's senses were overwhelmed with the cat's heady musk as his throat and the back of his tongue were coated in Panther's precum.

Wolf's jaws tightened on his shoulder, and Fox whimpered as best he could around Panther's cock as he anticipated what was coming. The pirate deep inside of his ass huffed through his nose as his thrusts became erratic and more urgent. Fox whined in bliss as Wolf hilted and his erection thickened, pulsing rhythmically and sending liquid heat deep into Fox's guts. Panther groaned, his thrusts slowing to a firm pace as he angled his shaft to push along Fox's tongue. The young pilot under them shuddered and erupted his own cum onto the mattress in long strands of white as Panther's first spurt fired down his throat. The feline pulled back and launched a second, salty volley over Fox's tongue before yanking his dick from the young pilot's mouth and firing several more shots over both his and Wolf's face.

Wolf's throbbing rod painted Fox's guts white with cum as he clutched his young lover tightly to his chest and his orgasm slowed to a trickle. A memory from years ago struck him... He was back in the academy with a fox that resembled the smaller one beneath him. His hands squeezed Fox's torso tightly. He didn't want to let go. He wanted James back- Where had that memory come from? Wolf let go of Fox's shoulder and huffed as he caught his breath. He was beginning to accept that he was already too deep in the criminal underworld to ever have a normal relationship with Fox. Maybe he should just settle for being a horndog uncle instead...

Panther's semen splattered onto his brow and muzzle, derailing his train of thought, and he reflexively closed his eye until the cat was done. "Dammit, Caroso!" Wolf cursed. He wiped his face off on Fox's fur and gently pulled his cock free from the vulpine's quivering hole.

"Heh. Sorry, Cap," Panther said. "You two just looked so cute. Oh, Foxy is still thirsty, I see."

Fox took Panther's cock back into his mouth, sucking what little was left of the cat's cum from within. It was tasty, but Bill's was more delicious from what Fox could remember. The young vulpine found himself wondering what Bill was doing at that moment as he suckled on a very similar erection to his canine friend's. He hoped Bill didn't have any hard feelings from when Fox had abruptly stopped agreeing to 'help him out' as their academy days were coming to a close. It had been pretty obvious even back then that Bill was gay and Fox just wasn't ready to accept that part of himself. But maybe now-

Panther's claws dug into the back of his head as the big cat held him down on the base of his cock and groaned in pleasure as he pulled the suckling vulpine from his dick. He gestured behind Fox and the young pilot turned his head to look at Wolf.

"Alright, pup," O'Donnell said as he reached up toward the ceiling to stretch, falling back into his pirate persona with practiced ease. A thin bridge of cum connected his jizz-slicked cock to Fox's dripping, loosened pucker. "You ready for round two or do you need a minute?"

"R-round two??" Fox asked, bewildered. Normally he only came once when he jerked off, but Wolf was hot enough that he might be able to get off again.

"Damn straight, kiddo. This ain't a one and done deal." Wolf replied with a chuckle. "Get up and stretch your legs a bit then we'll get you two lovebirds set up over there."

Fox gingerly stepped down onto the cold metal floor and immediately spotted Falco getting up from one of the couches with cum dripping down his beak. Falco glanced over at Fox and snorted through his nostrils.

"You alright, McCloud?" he said and Fox nodded as he approached his avian friend.

"It... wasn't that bad," Fox conceded.

"Sounded and felt like you enjoyed yerself just fine, kiddo," Wolf said with a roguish grin as he approached the pair. "Okay, boys, here's the last part of our little deal: We need assurance that you two won't be tryin' to rat us out to Corneria. And to be blunt, we can't exactly trust yer word," Wolf placed his hands on Fox's shoulders and gently pushed him to his knees, then he took one of Falco's wings and guided the bird around behind his partner. Falco couldn't help but lick his beak at the sight of Fox's cumstained ass cheeks. "Long story short, you two are gonna fuck and we're gonna record it," Wolf finished.

Fox's fur bristled. "I can't do that, Star Wolf!" He whined.

"What's with the formality?" Wolf growled. "Besides, if you do this for us, then I might let you have a try at my own tailhole before you leave."

Fox whimpered, "But-!"

"I'll do it," Falco volunteered. "Better than getting a dick up my ass."

"Fuck you, birdbrain!" Fox snarled.

"Au contraire," Panther said, sliding onto one of the couches nearby. "It is you who will be fucked, little Foxy. We've already warmed you up. Won't even hurt a bit."

"Where's that recorder, Powalski?" Wolf asked.

"Patience, boss man. I needed different settings for before," the chameleon hissed as he fiddled with a metallic, spherical drone that had a single lens on the front. Fox had missed it when they entered the room. Maybe the lizard had hidden it somewhere out of sight until now.

"You recorded us already, huh?" Falco asked. "Pretty slick for a band of two-bit criminals."

Wolf scoffed. "We're more like several million-bit criminals, thank you."

The drone hovered above Leon's hands for a few seconds before whizzing over to Fox and Falco. The chameleon was controlling it with a small remote he held in one hand while his other idly stroked the long shaft between his legs. "Okay, okay..." The vulpine grumbled and reluctantly hiked his tail up over his back as Falco's wings gripped his firm rump. Fox had to admit that getting Wolf's cock inside him had been amazing, but Falco was his friend and doing this with him felt strange. Falco stroked himself back to fully hard and pressed his tip to his squadmate's puffy asshole. Fox clenched his teeth as his friend's erection stretched his hole open once again, but Panther had been right. There was almost no discomfort as the avian hotshot slid right in up to the hilt and his blue balls pushed up tight against Fox's backside.

"Wouldja look at that. The second cock in his life and the pup's already takin' it like a champ," Wolf said with admiration coating his words.

"Don't praise the boy too much, boss," Leon sneered. "He might get a fat head."

"He's getting a fat head right now, lizard," Falco replied with a wide grin.

"Would you, please just shut up and get this over with?" Fox whined.

Falco pulled back and gave his squadmate a firm, swift thrust, making him gasp as the bird's mushroom tip nudged his prostate. He tried to forget the drone hovering nearby, but all his brain could think about was Peppy or Slippy somehow finding out. His flaccid penis wiggled back and forth under him and refused to grow hard even as Falco started to thrust. His squadmate rubbed his back, leaning down and pressing his athletic frame against Fox and the vulpine felt the damp fabric of Falco's bandana against the back of his neck.

"Come on, Fox," Falco whispered into his ear. "Pretend I'm Bill or something. We've gotta give them a show."

Fox closed his eyes as Falco clutched him tight the same way Wolf had earlier. And the young pilot began to give in to the pleasure that prodded his prostate with every push of Falco's hips. He started to imagine it was Bill's dick inside him and he moved his hips back to meet the thrusts. The fantasy of his muscular canine comrade was enough and he groaned at the thought of Bill pounding him into his mattress on the Great Fox. Falco huffed as Fox's ass began to milk him and clench in time with his thrusts instead of trying to push his dick back out.

"There we go. Fuck... keep that up, Fox," Falco hissed.

"As pretty as you two both look, I was gettin' kinda bored just strokin' over there," Wolf said next to Fox's other ear.

The vulpine's eyes snapped open to see the older canine slide under him on his back. Wolf's warm mouth inhaled Fox's dangling shaft and he couldn't help but whine as the smooth tongue wrapped around it. "Hhff, Wolf!" Fox moaned as he parted his lips and took the pirate's thick erection to the hilt. It wasn't as girthy as Panther's so Fox could easily swallow it until his lips pressed tight to Wolf's heavy sack.

Falco's thrusting staggered and he lifted himself from Fox's back in alarm when he felt a heavy hand on his ass. "Hey, w-wait a minute- Aah, fuck!" he began, but Panther's wet tongue pushing into his hole sent his thoughts spinning with lust. His anus parted, slick with the feline's saliva as Panther shoved several inches of his oral muscle into him. Fox could feel Falco's cock throbbing against his clenching walls, but his attention was taken by the pulsing Wolf shaft in his muzzle. Panther purred into the avian's asshole, rubbing his tongue along Falco's prostate. The hotshot let out a whimpering moan as he clutched Fox's shoulders and shuddered from the anal attention.

The feline removed his tongue and watched Falco's hole remain open for a moment after it was gone before clamping shut. "You're a natural, Falco," he cooed as he spread some of the lubricant that Wolf had used earlier on his girthy shaft. Falco clenched up when Panther slid his rod between his feathery mounds and mashed lube against his fleshy crater.

"I-It ain't gonna fit!" he whimpered.

"It will," Panther reassured him. "There's a lot of lube. Just clench until you can't anymore, pretty bird."

Falco's hole yielded after only a few seconds of keeping it closed, and he arched his back, hissing through his beak as the feline's wide head opened him up. Leon sat a few feet away, stroking himself with delight as he maneuvered the drone around them to get the best angles. Panther hilted with minimal effort, purring in approval at Falco's apparent anal experience, and started thrusting. Fox nearly choked on Wolf's dick when all of Falco's weight pressed down on his back and his squadmate's erection jabbed his prostate in time with Panther's thrusts. The vulpine's eyes rolled up as Wolf's musk invaded his lungs and he almost forgot to pull back for air from the heady pleasure that filled his mind. Underneath him, the older canine shuddered from the deep sucking and reciprocated in kind, reaching up to grab Fox and Falco's balls and tugging them gently downward toward him. Falco groaned in Fox's ear, the prostate stimulation from Panther's girth building an orgasm quickly in his gut. He squeezed his eyes shut as his muscles began to tense up. Panther set into a fierce rhythm, determined to seed the hotshot with as much cum as a second climax could muster.

It had been so long since Falco's last time bottoming that he had forgotten how good it could feel. His eyes were lidded as he huffed into Fox's ear and the incessant pressure on his prostate sent flushing heat to his cheeks. He gave in to the blissful feeling of being stretched wide open by pulsing dick. "F-fuck me!" he moaned.

Panther hilted harder, drawing a whorish groan from Falco's beak. The black leopard lifted Falco from Fox, finally letting the vulpine breathe, and pressed his muscular torso against the avian's back, resting his head on the hotshot's shoulder so they both could watch Falco's erection piston in and out of his squadmate's clenching anus. Panther growled sensually into the bird's ear, "Cum, little birdie," and Falco did.

Ropes of heat from the hotshot's cock splattered against Fox's anal walls, mixing with Wolf's cum from earlier. Panther gripped Falco tight and bit his shoulder in dominance as he hammered his shaft into the tightened anus around it, until he snarled a throaty roar into Falco's feathers and erupted thick spurts of his own rich essence deep inside. Wolf lifted his hips into Fox's mouth, reaching up to push the younger vulpine's head down on his cock as his tongue expertly teased the underside of Fox's own. He lifted his hips into those soft lips, groaning from the scent of Fox's musk in his nostrils. Doing this every night would be the life... but- his thought cut off as Fox's tongue pushed him over the edge and his climax sent his body shuddering and spurting semen into Fox's throat. The vulpine above quivered in orgasm as well and Wolf moaned happily at the delicious taste.

Leon clenched his teeth at the sight, stroking himself feverishly over his own precipice until his hand was covered with his cum that oozed from the tip of his dick. He let the drone record a bit more of the shuddering afterglow before he stopped it. That would be a video for the spank bank for sure! Panther and Wolf untangled themselves from Fox and Falco, letting the two younger pilots take their time recovering. Panther brought them a pair of clean towels and they helped each other wipe off. Fox wandered over to his clothes and started putting them back on.

"Hey, kiddo. Don't forget this," Wolf said as he held out his hand containing the black box disc. Fox had nearly forgotten about it.

"Th-thanks," he replied.

Wolf looked over his shoulder to make sure Leon and Panther were out of earshot. "Let me level with you, pup," he said. "You and I probably can't have anything serious between us, but it means a lot to me that you came. Brought back some real good memories of yer dad. Ya know, before he died, James told me to keep an eye out for ya." Fox stared at Wolf in confusion before the older canine gestured to his eyepatch. "Come on, keep an eye out?"

Fox rolled both of his in response. "Jokes? Really, Wolf, you're so-!"

Wolf pulled him into a tight hug and whispered into his ear. "It's my way of saying I love ya, pup. If you need anything from a criminal like me, you'll know how to get in touch."

Fox nestled into the older canine's embrace as his throat became tight. Cornerian law would never approve of them being together, but Fox was going to miss the way Wolf tasted, that crooked smile, the way O'Donnell's eye twinkled with mischief, and his soft fur. Fox lifted his head and kissed Wolf, tongue parting the older canine's lips. O'Donnell was only shocked for a second before he sunk into the passion of the kiss, clutching the vulpine that reminded him so much of James tightly to his chest. When their lips finally parted, Wolf blushed as he noticed the others were watching them. Fox pulled away from the older canine and finished pulling his clothes on. Falco rubbed his shoulder under his flight suit and jacket where Panther had bitten him, perhaps slightly too hard, as he waited for Fox to finish. The vulpine pulled on his boots and gently slid the disc into the breast pocket of his flight jacket. As the two members of Star Fox were leaving, he turned near the door.

"So, where does this leave us now?" he asked the three criminals getting dressed near the bunks.

"We're still wanted men, Foxy," Panther said.

"And you're still mercenaries for hire," Leon added.

"But that don't mean it's back to the same old rivalry," Wolf chimed in. "Who knows, maybe we might be on the same side one day."

Fox thought about Wolf's words for a moment and looked at Falco who nodded. "I think we might like that," the vulpine said before the two pilots left the room and made their way back to the hangar.

Once they were safely flying away from the abandoned base, Falco opened a channel to Fox.

"Hey, no hard feelings about the uh... the fuck, right?" Falco asked.

Fox chuckled. "Nope. It actually felt pretty good once I remembered that you're just a dick."

"Psh, bet you won't have that problem with Bill, 'pup'," Falco replied.

"Maybe not. I plan to find out, though," Fox said.

"Good. Bill would like that, I'm sure. I'll give you some space to watch what's on that disc for now. Thanks for the fun time, Fox."

Falco cut the channel and Fox was left alone in the quiet cockpit of his Arwing. For a moment at the end there, it had sounded like Falco really meant what he was saying. Fox pulled the disc from his breast pocket and with it came a scrap of paper with a comms number scribbled on it. Above the number was the letter W and Fox felt a small smile creep across his face as he carefully put the paper back into his pocket.

He looked at the black box disc in his other hand for a long moment.

Should he even watch it?

If he didn't, what had been the point of coming all this way to get it? Fox sighed and slid the disc into his Arwing's reader. While it was loading the contents, he pulled up the contact info Bill had given him the night before at the bar. Before he could type out a message, the video on the blackbox disc pinged to tell him it was ready. He hesitated briefly and then pushed play.

The flickering image of Venom's surface appeared through a cracked windshield. In the left corner of the screen, black smoke billowed from the wreckage of James McCloud's Arwing. The image jolted and panned slowly to the right, bringing Fox's battered, bloody father into view. The sunglasses he usually wore were missing and he grimaced as he looked into the camera.

"Th-this is James McCloud." He coughed and a bit of blood trickled from the corner of his mouth. "This message is for my son, Fox. H-hey there, kiddo. Looks like this might be the end for your old man. So I wanted to tell you... I'm sorry."

Tears welled up in Fox's eyes as he watched his father struggling to speak.

"I made a bad call, kiddo. I put my trust in the wrong wingman..." A Venomian shuttle touched down behind James's wrecked Arwing and Fox dug his fingers into the palms of his hands until his knuckles were white. "Fox, I just want you to know that whatever your future brings, keep your true friends close and trust your instincts. I'm... proud of you, son." James coughed up more blood as he moved to turn the recording off, but Fox could see Venomian soldiers approaching the crash in the background. Andrew Oikonney was among them, and James turned his head at the sound of them getting closer.

Video corruption obscured the frame and then there was some garbled audio before a flash of blaster fire, but...

Fox blinked, wiping the water from his eyes. He leaned in closer to the holographic video and rewound it for a few seconds. He played the corrupted portion back at half speed. Behind the corruption, he could see Andrew turning away from the Arwing and then... Fox rewound the video once more, this time playing it back even slower. Yes, he could clearly see Andrew turning away from the Arwing to shoot, but what did that mean? Maybe Peppy or Slippy could help him clean up the recording. Fox turned back to the open message screen on his comms app and his fingers flew over the virtual keyboard as he typed.

"Hey, Bill. I've been thinking about last night and our... history lately. I'm sorry for not keeping in touch as much as I should have. Do you want to get lunch or dinner while you're still on leave? Just the two of us? Would be easier to catch up without loudmouth Falco there. Let me know, ASAP. It would be really great to hang out again like old times.

-Fox"

With the message sent, Fox gazed out at the stars zipping by outside. Fox shifted in his seat, feeling restless or maybe he was still sore from the pounding he had gotten a few hours earlier. Had his dad and Wolf really hooked up in the Academy or was Wolf just feeding him a weird line? His comms app beeped and he opened it to find a response.

"Sounds great, Fox. How about that seafood place downtown that we used to go to? We'll split the check, yeah? Looking forward to taking you on a 'date' again!"

Fox blushed, remembering how he used to hate when Bill called their hangouts 'dates' back in the academy days. This time, though, he didn't mind. He'd make this date a great one for both of them!