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It was another blustery fall day on campus. Clarence squeezed his body as tightly together as he possibly could, tucking his chin down into his scarf, trying to keep as much of his head protected against the winds with an upturned collar.

'I really can't stand this cold' he quietly thought to himself, which was honestly quite the understatement. All Clarence wanted in the world right now was to quickly make his way back to his dorm and curl up next to his personal space heater. The young feline loved nothing more than luxuriating in front of a warm heater, feeling the hot breeze brush against the fur on the back of his neck sent the kind of shiver down his spine he really craved, rather than the kind he was experiencing now as he power walked across the quad.

Thankfully, Roquefort Polytechnic was a rather small school, and the cat's nimble legs made quick work of the terrain. Clarence was about to burst straight through his dorm room door, when he heard a noise from the other side, his roommate. A short courtesy wrapping on the door from the Calico was met with an immediate "Hold on! One second!" by the person on the other side. A few more than just one second later and the door swung open, and there in the entryway standing just as tall as the frame was Clarence's roommate for the last 3 months, Jamie.

Clarence didn't hate having Jamie as a roommate; the clydesdale maintained his side of the room well enough and never intruded on Clarence's personal space. They got along just fine, despite the difference in their personalities. Clarence wanted to get through school with little to no distractions and very much valued his private space; Jamie on the other hand loved going out, and was always trying to lightly prod Clarence to enjoy himself every once in a while. Now Clarence stood before Jamie taking in a sight he'd become all too familiar with these last few weeks, his roommate towering over him in nothing but a pair of snug boxer briefs.

'Shit. I obviously interrupted him doing... his thing' thought Clarence, doing his best to look just past his roommate as he slinked by and into the warm room, but due to their height difference it would have been impossible for Clarence not to take some notice of the distinct outline in his horse friend's only garment of clothing.

"Hey man! How was class?" asked Jamie; clearly not bothered much by Clarence's return bringing his alone time to an abrupt end.

"Uhhhh... fine I guess. The professor is so boring I tend to just teach myself while he drones on." Clarence dryly replied, keeping his head turned away and focus pointed at setting his desk up for a long night of studying. He had a big exam the following Monday, and even if he was more than prepared to ace it, he figured studying through the weekend would be the most productive use of his time. Reaching over, the bundled up feline clicked on his space heater and held his chilled fingers up to it for a few seconds before neatly removing and hanging his winter jacket up in the cramped little closet he and Jamie shared. Thankfully, Jamie himself wasn't someone with a huge number of clothes. He always seemed to run hot and never made much use of anything heavier than a sweater for the cold weather months, so Clarence was free to use the bulk of the hanging space for all the essentials he liked to keep himself cozy. The floor of the closet was mostly bare; there was a pair of Jamie's socks (probably some failed attempt at a trick shot into the nearby hamper), and a small brown box labelled "Stacy's Stuff".

Stacy was Jamie's ex-girlfriend; they dated freshman year, but the summer apart must have been too much and they called it quits. Jamie still had some of her stuff in the dorm from the previous semester, and had been trying to reach Stacy for a few weeks now to come and retrieve the items, but no dice. Stacy had been a feline like Clarence, albeit a very athletic and headstrong leopard, not some shy housecat like himself. The young man had for a few weeks now had a passing interest in exploring the contents of the box, but it did technically belong to Jamie and he wasn't going to break his roommate's trust and privacy just to see a pair of panties up close.

"Hey man so I've got an Alpha Kappa party I was invited to later if you want to come!" chimed Jamie, breaking Clarence out of his train of thought with his boisterous offer. Jamie made these offers just about every weekend, and like always Clarence was ready with a polite refusal.

"No thanks, Jamie. I have a big exam on Monday and I want to be prepared" the smaller male retorted, taking his seat at his desk and basking for a moment in the luxurious warm air blowing against his face and neck.

"C'mon dude you and I both know you could ace that test in your sleep. You really oughtta come out with me and enjoy your youth! I can be your wingman, help you finally get some fine girl like any good college student should'' joked the horse as he made his way over to the closet to slip on his outfit for the night. ".... or find you some dudes! No judgement here, man"

That last little caveat made Clarence blush ever so slightly, thankful he was facing away from Jamie so the other boy couldn't see. "Ahhh n-no thanks Jamie, really! I just want to stay right here by my heater and read tonight!" he replied rather emphatically, trying to make sure his voice didn't waver too much while sinking his head into his textbook.

Jamie let out a small huff through his nose. He was going to get that cat to come out with him one of these days, but for right now he was running late to the party and didn't want to push Clarence too hard.

"Hey alright bud, suit yourself. I'll be back late if I'm back at all tonight! There's supposed to be a lot of cuties at the party so who knows! Have fun with your formulas or whatever!" cheered Jamie boisterously before unceremoniously shutting the still open door of the dorm room behind him on his way out.

With a small sigh of relief, Jamie lowered his textbook back down to the desk and let out a big stretch, feeling his bones popping some. He always came home all knotted up and in need of a stretch, I guess it was just his feline nature that arching his back just felt so good. A few more good stretches later, and he was ready to actually get started on some studying. He figured an hour or two of good hard note-taking would be a good way to start the night, so off he went deep into his work. The only sound in the room for the next two hours was the occasional flip of a page and the muted clicking of Jamie's dextrous little fingers tapping away on his keyboard, his notes page coming out as neat and tidy as ever on the screen in front of him. With one final stroke of the enter key, he had reached the end of the chapter he was working on, and decided it was time to fix himself a little snack and watch an episode of something fun on Netflix. Clarence pushed out his chair and began another routine of stretching his lithe limbs out every which way he could, letting out a long purr of pure satisfaction as he did so. Across the room was their little dorm mini fridge with a microwave attached to the top, and Clarence quickly made his way over, stomach grumbling for something hot and filling.

"Lunch must have been longer ago than I thought," he said to himself. He took his glass of water to the bathroom to fill up before returning to the microwave, popping it in there to heat up as he reached for some seafood cup noodles from the little bookcase that served as the young mens' pantry, his favorite flavor. A few minutes later and he was back at his desk with his steaming noodles ready to be absolutely devoured. He cued up some sitcom he had probably seen a million times and proceeded to do exactly that, much to the delight of his empty tummy. With an audible "ahhhh" after polishing off his tasty "meal" he got up from his chair to take the now empty cup to the garbage can. From the corner of his eye he caught sight of the closet, and they wandered down till he was looking straight at the mystery box of Stacy's things. He knew he shouldn't pry, that would be wrong, but something in him really wanted to at least see what lay inside those cardboard walls. 'Technically, I'm not doing anything wrong to Jamie and there's no way he'll know...' a little voice in his head began to echo, his feet slowly shuffling ever closer to the closet. It was still early in the evening, and even if Jamie did make his return it wouldn't be till well after midnight. Checking the clock to see a bright red 9:00PM was the last straw for Clarence and he went to his knees in front of the closet and grabbed the box gently. As if trying to dispose of a bomb, the cat boy ever so slowly undid the folded up flaps to reach his prize, till they popped the rest of the way open themselves, leaving the treasure inside exposed to Clarence's curious gaze.

The feline was filled with immense awe as he peered over the various discarded clothing in front of him. The first item Clarence examined was a short polka dotted skirt on the top of the pile; lifting it in his paws, he flipped it front and back before quickly setting it aside to keep exploring. An athletic bra and tank top were next, nothing particularly exciting to the young cat, so to the side they went. Clarence wasn't sure what this next item was at first, it was a bit wadded up, but by the time he managed to unfurl it and find out which end was up, he saw it was a black long-sleeved crop top. He thought back to seeing Stacy in this article of clothing, distinctly remembering just how little it did to contain her breasts and how much of her rock hard stomach it showed off. Clarence certainly liked the look of it on her, but for a moment wondered if his flat stomach would look nice if framed by the skirt and top. Below it lay a pair of long white socks, the kind that reached up just past one's knees, and Clarence loved the feel of the material in his palm, making him wonder what they'd feel like gripping his slim legs.

'Alright Clarence, calm down, don't go too crazy. You don't want Jamie finding out you've been through these private things' he thought, placing the top on top of the skirt and taking another look inside the box.

There! There they were - the objects he'd been searching for when the box called to him from across the room. A small assortment of Stacy's panties was laid out in front of the calico and he stared completely transfixed at the various forms of lacy or cute undergarments he had been dying to see up close. With a hesitant, outstretched paw, he delicately picked up the polka dot pair that caught his eye first, one that must have been part of a whole ensemble with the skirt and crop top that Stacy changed out of in the dorm one day, only to never return for them. Clarence's gazed wide-eyed at the pair that he brought closer to his face, able to detect a faint whiff of detergent from when Jamie must have washed them in anticipation of Stacy's reclamation of her items. Well now her panties were in this young man's claws and a million ideas began running through Clarence's head at once. Deep inside him an urge to feel them against his skin began burrowing up and up into his conscious mind, and with little hesitation, the calico's more primal instincts convinced him that that's exactly what he was going to do.

A quick check of the time noted it was still just a few minutes after 9 o'clock. Clarence may have been horny, but his fear of being caught was still something at the forefront in his head. Unfortunately, it seems this bit of fear only furthered the excitement stirring in Clarence's loins, his manhood beginning to plump up under his jeans as he reached for the top button. In a few short moments, he was standing upright with the pile of clothes at his feet, nude from the waist down, and the pair of panties in his shaking paws.

'This is it; no going back. You know you want this, so just put them on already!' screamed the little voice that had started taking control of Clarence's actions. He couldn't fight the feeling any longer, and bent down to slip his feet into the prize he felt he so desperately needed. Though his paws still shook with the incredible amount of mixed feelings rushing through his body, the panties found their way smoothly up his thin legs, rubbing over his testicles and making his half-hard erection twitch to life a little more. A few inches later and there stood Clarence in the middle of his dorm room in just his collegiate hoodie and a pair of polka-dot panties. The feline looked down and marvelled at his package held snug in the cotton confines of the cute patterned underwear; he swiveled his neck and peered down at how the cloth also clung tightly to his butt, showing off the cleft of his ass and two distinct round globes. Stealing a glance, he caught his full body in the mirror that hung on the side of the small closet, and began to admire himself, turning his body back and front to take in every detail of the forbidden clothing that now hugged his slender hips. Through Clarence's excitement, more naughty thoughts began to creep in like how badly he now wanted to don the whole outfit Stacy had left behind for him. He looked down at the items, mulling the idea in his head as he absent-mindedly rubbed himself through the panties.

He didn't hear any footsteps approaching, perhaps because of his deep train of thought, but Clarence definitely heard the three distinct raps at the dorm room door.

"Hey man I'm back from the party. Cops came and broke it up, is it safe to enter?" came the baritone voice of Jamie from the other side of the thin wooden divide. Stifling a loud gasp, Clarence's eyes went wild and his head quickly snapped up to look at the door, trying to think as quickly as he possibly could he shouted. "Wait wait wait! I'm uhhh... getting changed!!" was all he managed to come up with on the spot. His brain was wracked with anxiety, and his hands shook violently as he dropped to his knees to quickly throw all of Stacy's old things back in the box, clumsily trying to shut the lid before shoving it to the back corner of the closet with an audible thud that popped the lid back open after the cat had turned his attention to trying to cover himself. Absolutely panicked, the cat ripped his pajama pants off the top shelf of the closet and began struggling to pull them up quickly before the dorm room door slowly began to creep open, Jamie's muzzle peeking in through the crack.

"You alright in here man? Sounds like you fell." asked the concerned horse, not aware of the terror his slow opening of the door caused his smaller dorm mate.

"N-no I'm okay, Jamie! Everything's okay i-in here!" came Clarence's skittish reply. Unfortunately for him this was seen as an invitation for the clydesdale to make his entrance to the room, catching only the faintest glimpse of his roommate finishing getting dressed.

"Ah sorry, dude, didn't mean to interrupt your night or nothin. Like I said someone called the cops on the party and they made us shut it down before we even really got started. Total bummer, man, but I guess you made the right call staying in as usual." explained Jamie, slipping off his shirt and tossing it over to the hamper, missing completely and landing in the closet. Clarence was quick to make his way onto his bed and avoid as much conversation as possible, scared to death his nervous voice may give something away, and very keenly aware that he still had Stacy's panties on underneath his pajama pants. Jamie stepped over to pick up his missed shot next to the hamper, and noticed that the box he kept in the closet of stuff to give back to Stacy was open. Without a word, his quizzical look quickly became a smirk as he figured he must have interrupted his shy roommate jerking off while looking at some underwear. He really needed to get that cute cat out more to try and find someone, and perhaps a little teasing would be in order as payback for going through his things. Clarence had already pulled the covers completely over his head, so Jamie decided it may be best to let his clearly embarrassed little roommate calm down, and he could tease him later about it.

Clarence lay there trembling under his blanket, eyes screwed shut tight, brain on fire with thoughts about just how badly things almost ended for him tonight. He had to get the piece of intimate wear still hugging tight to his package back where it belonged before Jamie could find out. Sleep would be a long way off for him, heart still beating a mile a minute while he formulated his plan for returning the panties back to the box as soon as possible. Jamie was a heavy sleeper, and Clarence could be quiet as a church mouse when he wanted to be, so perhaps the best and swiftest course of action would be to slip out of bed later in the night and put them in their place. Clarence found this idea provided him with a small bit of comfort, the thumping in his chest abetting little by little. With both ears at attention, he lay motionless and waited for his moment to act.

Time ticked by agonizingly slow for Clarence; wanting to make for absolute certainty there was no chance Jamie could still be lying awake in the bunk below. The blanket over his head could no longer serve as shelter; it had been plenty long enough and he decided now was the time to strike. Imperceptibly slow movements dragged the covering down, his legs helping to move it completely off his body in complete silence. He stared down at himself, catching a peek through the fly of his pajama pants at the polka dot pattern underneath. The cat bit his bottom lip in frustration, still angry with himself that he would do something so stupid and jeopardize his only friendship. The smallest voice in the back of his head began to whisper again how good it felt to wear them, but Clarence was quick to push that notion down. That voice had almost gotten him in enough trouble already, and he wasn't going to let it tell him what to do any more. Clarence let out a nearly inaudible little huff and began working both the panties and pajamas down his legs at the same time. Gone was the comfortable hold he'd been enjoying on his balls, but he kept rationalizing to himself how much it had to be done to keep himself from getting in trouble with the big horse sleeping below him. A few moments later and he was back in his pajama pants, sans the cute undergarment which he now held in his left paw.

A peek over the edge of the bed confirmed Jamie's catatonic state, Clarence's pupils completely dilated to help navigate in the dark dorm room. He swung his legs over the edge of the bed and took one last breath before the jump. Clarence landed low to the ground with nary a sound, and proceeded to give a silent thank you for his feline genes that seemed to be perfectly suited to this sort of skulkery. The boy turned his head to double check his mission had not been compromised, a smile flashing across his face at the sight of the still resting clydesdale that seemed to take up every square inch of the bed in which he lay, no cover on as usual. Jamie's body was on display as usual, but this time Clarence had the opportunity to actually admire it without the fear of being noticed staring. Rippling muscles ran from his head to his toes; arms the size of Clarence's waist, hands the size of the smaller male's whole head, a hard packed stomach that Clarence was sure could survive an oncoming train, tree trunks for legs, and the one part of Jamie's anatomy that the cat was most wary of ever letting his eyes come into contact with. Jamie's tight briefs left almost nothing to the imagination, and Clarence ogled what looked to be a mountain of flesh resting just inside that cloth prison. He could feel the heat rising in his face, his own flesh plumping back up inside his pajamas as he stared at the bulge.

'Reach out! He won't know!' came that annoyingly persistent echo in his head, making his brow furrow with frustration as it egged him on to violate his friend's personal space. Clarence ripped his gaze away from the supine clydesdale and began to curse his own brain silently.

'You can't just DO things like that!' he replied to himself, now visibly flustered at this nagging demon in his brain.

'And why not? It's wrong to deny ourselves the pleasures of feeling that oh so juicy horsecock' it retorted. It was clearly not ready to give up this fight.

'He's my friend! I already broke his trust once today a-and this would be a whole other level! It's not like I'm someone who can make new friends easy AND we have to live with each other!'

'Maybe he'd love it! He always seems like he's ready for a good time, and maybe that good time can be stuffing our ass with his massive slab of juicy meat. Besides, he doesn't know you broke his trust bef-'

Clarence's heart sank; there sat the box of Stacy's things completely open on the floor of the closet. He couldn't help himself from letting out a short whimper as he mulled over the implications that Jamie had in fact seen that he'd been rummaging through his ex's things. He quickly dropped the panties loosely into the box and began to formulate just how profuse an apology he'd give Jamie in the morning when they were awake. Maybe he could salvage something from this, but the embarrassment of it all made his cheeks turn a darker shade of red. There was nothing the cat could do but try and get some sleep now, his head feeling heavy with the weight of his actions. Clarence turned on his heels and froze under the gaze of two almond eyes staring straight into his own.

Unbeknownst to Clarence, Jamie had been awake the entire time himself, waiting for the moment the cat would go to bed so the horse could get some relief after a complete strike out of an evening with anyone at the cancelled party. Though Clarence was quite stealthy, the slight shifts in the bunk bed told Jamie his roommate was still wide awake, and when he noticed the calico peek over the edge of the bed, Jamie quickly decided he wanted to find out what the sneaky boy was up to. The horse's one semester of drama class must have really paid off, as Clarence had no earthly idea that the sleeping figure he'd been ogling was very much awake, and now the young man was standing stock still in this staring contest of sorts, completely mortified.

"Hey there roomie" Jamie's voice rumbled, the low pitch filling the quiet space around them. Clarence's spine was instantly straightened, and the cat began to shiver with complete dread at being caught red-handed by the intimidating horse now holding his gaze.

"J-J-Jamie, I-I can e-expl-' began Clarence's shaky apology, but the words were cut off when Jamie wordlessly stood up from his bed. The horse only needed one step to cover the short distance between them, his large frame now trapping the cat between the closet and his solid form.

"Hush kitten. Now be honest with me. What were you doing with those panties? I'll know if you're lying." spoke the wall of muscle now pressing Clarence backwards, the cat shrinking into the closet to try and maintain what little distance he could in their awkward position. His mouth went totally dry, brain in complete overdrive to think of some excuse, ANY excuse to give the horse looming over him.

'What can I tell him that he won't call me a freak?! Is he gonna hurt me? Please, God, just kill me now! Wait... did he just call me... kitten?'

Two meaty fingers gripped Clarence by the muzzle and brought his chin up to come face to face with his incensed roommate, the closeness of their mouths meaning the cat could feel the hot breath from the horse on his face.

"I said explain, little kitten."

His hands fumbling at his side, unable to move his head away from the steely gaze locked with his own wide-eyed stare, he knew he was fucked.

"I-I just wanted t-to look at them, Jamie! I-I'm sorry!" yowled the smaller cat, trying to be as truthful as possible without outright lying to Jamie.

"Just look, huh? Like you wanted to just 'look' at me in bed asleep? Tell me the whole story. What happened after you just 'looked' at the panties, hmm?"

The dawning of understanding across Clarence's face as he realized just how much Jamie seemed to know was enough to make the horse crack a wry smile, an expression that drove the fear into the Calico even further.

"P-please Jamie don't make me say it..." he whimpered out pitifully, tears welling in his eyes as he spoke.

"Aw come now, kitten, no need to cry. Just tell me the truth, tell me how you wore the panties, how you probably looked yourself up and down in the mirror, admiring that cute body in those girly clothes. Admit it, Clarence."

"I-I... yes..." was all Clarence managed to squeak out before trailing off, closing his eyes completely and fighting the urge to openly sob.

"Good kitty. Doesn't it feel right to be true to yourself? Now... I think I know exactly what else you wanted to do in those panties..."

Jamie's head dipped down and closed off that last inch of space between their muzzles, lips planted directly onto Clarence's in a very forward act of affection the cat had never experienced before in his life. His eyes immediately shot open in complete and utter shock, his body and mind unable to process what was currently being done to him. Quicker than one might expect from two massive arms such as Jamie's they were wrapped around Clarence's waist and neck, pulling him deeper into the kiss he was still too confused by to actively participate in. Just a few seconds of being held in Jamie's embrace was all it took, Clarence's mind was totally melted, and the cat began eagerly reciprocating the sloppy kiss thrust onto him by the horse's powerful lips. Too soon after that and it was over, Jamie pulled their heads apart and was again looking deep into the feline's eyes.

"See? I told you I knew what you wanted, my little kitten, and I'm about to give you everything you ever wanted and more, but first thing's first: I want you to get dressed up for me"

Brain clouded in a fog of lust it took Clarence a few moments to fully understand what the equine was mouthing in front of him, but eventually it all took hold and he blushed a deeper crimson under his fur than he previously thought possible.

"Y-you want me to... put them back on?" he asked in a very hushed tone, feeling the horse's arms leave his backside and watching Jamie sit back down on the edge of the bed in front of him.

"Yes. I want you to make yourself pretty for me and then you can come sit on my lap for your next reward," replied Jamie very coolly, his offer sending a shiver of lust up and down Clarence's spine. "Hop to it, kitten. I don't like to wait."

'Hop to it' was no longer in the hazy kitten's mind, but even if he was still shaking like a leaf, he was going to follow through with his orders. Jamie leaned back some and pawed at the front of his underwear lazily as he delighted in the dominance he was exuding over his cute roommate. The horse typically went for females, but was never one to turn down a good time if someone really wanted him, and he knew Clarence REALLY wanted him, even if he didn't yet have all the words to express it. The cat turned around and ducked down into the closet to retrieve the items as instructed, giving Jamie a chance to openly eye the prize he most wanted tonight, that pert backside. The boy's tail, an appendage with seemingly a mind of its own, swayed back and forth seductively, responding on its own to the many fantasies running through Clarence's mind at the moment while he retrieved the panties again. He stood back at attention, not quite ready to look at Jamie again for fear all the blood in his body might find its way to his cheeks. Instead, Clarence opted to shuffle down his pajama pants while keeping his back to the randy horse; not that there'd be any complaints from that side of the room about it. Completely bottomless, the feline bent over and placed his feet through the holes in the panties, eliciting an approving whinny from his audience that sent tingles throughout the horny kitten's body. Nervous fingers still managed to make quick work of the dressing, and he finally turned to face his friend, showing off how his rigged member now pressed tight against the front of the fabric.

"That's much better, but I want my kitten fully dressed up or they won't get their treat" spoke Jamie, his words terse as he continued to rub at his own straining package, the size of which looked to Clarence like it was about to tear apart their cloth prison with one good throb. "Skirt, shirt, and socks. Now." he commanded, squeezing his clothed length as punctuation.

All Clarence could give as a response was a slight nod, having to fight with his brain to steal his eyes away from Jamie's crotch. A grunt from Jamie managed to break the spell, and the kitten hastily got to work on the task at hand. A flurry of clothes ensued; Clarence's sweater and night shirt flew one direction, and the outfit he had in mind to wear were ripped out of the box. Clarence didn't want to take the time to enjoy the feeling of all of Stacy's soft clothing slipping over his fur, preferring to instead try and please Jamie with his speed. Moments later, and turned to stand facing his friend, the skirt fluttering slightly to show glimpses of his cute underwear.

Without another word, Jamie stood back up to his full, menacing height, and beckoned Clarence closer with his outstretched hand. Clarence only managed two steps before Jamie leaned forward and snatched him closer by his arm.

"Now I'm going to make you mine. Feel that, kitten?" asked Jamie, his stronger grip guiding Clarence's hand down the horse's chiseled torso and coming to rest on the throbbing bulge just below. The cat wanted to squeal in delight! The heat radiating against his palm as he finally got a chance to feel Jamie's cock was enough to make Clarence let out a desperate mewl in response. "That's how hard you've made me. Don't you think a good kitty should make their man feel good when he gives them such nice presents?"

Clarence wasn't even quite sure if he nodded or not, but his paw roaming across the taught fabric of Jamie's underwear was quite enough to constitute a yes. The horse grunted and released his grip on Clarence's arm, opting instead to rest it on his new toy's shoulder and pressing down firmly until the cat boy's muzzle was face to face with the pulsating mound of horse cock.

"I think you can figure out what to do next, pet. You won't like it if I have to show you myself, so get to work" teased Jamie, the horse pressing forward with his hips till his erection bumped against Clarence's nose. The feline cast a timid look up at first, but as the raw scent of the horse's musk began swirling in his head, the look morphed into something much more primal and urgent with need. Turning his attention back to the large matter at hand, Clarence eagerly reached his fingers into the brim of Jamie's boxer briefs, struggling to pull them down over the considerable mass inside them at first. Slowly but surely, the briefs began to slide down the horse's massive thighs, a seemingly endless length of horse meat slowly emerging from within the cloth covering. A small thump hit Clarence in his chest, his hands immediately stopping in their tracks while he took in the now entirely exposed length of cock now dangling in front of him. He knew Jamie would be big, but in his wildest dreams he would have never imagined being on his knees in front of a dick that looked as long as his whole arm, let alone how much thicker than his arm it would be.

"J-Jaime I-I... wow" were the only words that managed to eek their way out of his now salivating maw. Clarence finished pulling off his friend's underwear, but his eyes never left that monolith swinging so close to him.

"That's right, kitten. It's all yours, so why don't you show it some affection for me?" cooed the horse. Jamie made a show of flexing it upwards some, thumping it against the feline's chest once more. Clarence couldn't believe just how quickly he reacted to those words, the usually shy boy was incredibly quick to lay both paws on Jamie's dick, the pair of them just barely able to wrap around his girth together. Clarence hefted the heavy package up, the appendage now resting over his shoulder, and got to work rubbing and tugging on the hot flesh he now held. He was completely in awe at his current situation; on his knees jerking off the biggest cock he'd ever seen - and he never wanted to be anywhere else again. The musk was so much stronger in his nose now, but all he wanted was more. With a lick of his lips, Clarence dove towards Jamie's crotch, gently planting his muzzle right underneath the thick base of Jamie's cock. He inhaled deeply, his new position making it impossible to hold the weighty package up with both paws, he opted instead to cradle Jamie's two grapefruits in each of them. The horse's dick now hung down most of the length of Clarence's back, pre beginning to leak from its tip while the cat worshipped his balls. It didn't take long for the lust-addled kitten to begin working his tongue over Jamie's package; an action that received a very approving whinny from the horny equine. Encouraged to continue on, Clarence worked his way up to Jamie's sheath, never ceasing with his tongue bath while nimble fingers massaged the churning testicles underneath. After moving up, Clarence decided it was best to move back down, this time the whole length of the horses shaft. The boy could feel the liquid oozing onto his fur, and was desperate to give it a taste. Just over Jamie's medial ring, Clarence now needed to return his hands to the base of the equine phallus to help lift it closer to his face for easier worship. He had to scooch back some by the time he reached the blunt end of Jamie's length, but he was so glad he was in a better position now to get a full look down the barrel of the horsecock. A bead of pre formed on the tip of Jamie's cock, and before it could have a chance to drip down onto the floor below, Clarence craned his head forward and began to lap at the equine's slit. A low growl from above echoed in the cat's ears, but his mind was exploding with so much arousal at the taste sensation now dancing on his tongue that he barely registered it.

"That's a good girl" came Jamie's next word of approval, and that certainly did register with Clarence, his mouth curling into a bright smile. More precum drizzled from the spire of flesh, and the cat was happily drinking it up while his two small hands did their best to work closer to the base of Jamie's shaft. Without warning a strong weight pressed on the top of Clarence's head, finally making him break eye line with the cock still pressed against his lips. Jamie's hand was now stroking the cat's head, thick fingers affectionately scratching behind his ears and driving the cat wild with glee.

"I think you're ready for a real taste now. Open wide, kitten" came the command from the towering equine as well as a firm grip applied to the back of Clarence's head. The feline's hands were swatted away and replaced with Jamie's own free hand, the horse now actively pushing his blunt cock head against the smaller male's lips which had yet to obey the given order.

"I said open!" roared the horse, clearly desperate to stuff the face of his dorm companion. A pinch to Clarence's ear was enough to get the cat's attention back to reality, and enough to elicit a gasp that finally parted his sealed lips. Jamie wasted no time in wedging open the gap with his fat head, finally popping the end of his prick in with an exasperated sigh. The hazy fog of Clarence's lust was finally lifted enough that he fully understood the gravity of having this big of a cock pulsing inside him. The pain in his jaw was immense, but the now constant stream of pre pouring onto his tongue was enough to outweigh the discomfort with wanton desire again. Now that he had both hands free, Clarence wasted no time in using one to rub the front of his skirt, the painfully hard erection twitching at the sensation. A rough smack on the top of his head brought his attention up Jamie's face, a stern glare greeting him as their eyes met.

"No touching yourself." was all Jamie had to say. The kit let out a muffled groan in protest, his sounds almost completely deafened by the cockhead lodged just past his lips, but he didn't dare go against what he was told and left his aching prick alone. Jamie huffed and regripped the back of Clarence's head, now slowly feeding his cock deep into the cat's mouth. Without even nearing the medial ring, Jamie's cock found it's second bit of resistance, Clarence's virgin throat. The boy looked up into Jamie's eyes with a mix of fear and arousal as the blunt end of the horse's fuck stick pressed against the back of his maw. With a chuckle, the horse gave another scratch to his scared pet's ear. "Don't worry little kitty, just remember to breathe through your nose. Your stallion isn't going to hurt you."

And Clarence believed him. Despite the soreness in his jaw, the steady hand on the back of the feline's head and the reassuring words from Jamie were enough to ease a bit of the apprehension he had of the throbbing cock pressing into his throat. Clarence drew in a deep breath through his nostrils and began making swallowing motions with his throat. The fat head of Jamie's member was now being coaxed into the small male's throat thanks to Clarence's ministrations, and the horse was happy to let the kitten see how far he could go on his own. The boy's throat was on fire, but the scratching behind his ears and coos of affection from Jamie raining down about how good he was filled Clarence with enough delight to withstand the pain. What he could not withstand for long though was the lack of oxygen he was receiving. The boy huffed through his nose as best he could, but the girth of the cock lodging itself in his throat made his air intake minimal, and after only a couple inches of swallowing Jamie's shaft, he started to pull his head back. The horse was kind enough to let the feline come up for air, the flaring tip of his cock audibly popping out of Clarence's muzzle.

"I'm very proud of you, kitten. Not many people can take me so quickly." praised Jamie, the hand on his cock lifting it up some to grind against the cat's forehead. "Ready for more? You keep this up and it won't be long till I cum."

Clarence gave a very eager nod, opened his mouth wide, and let Jamie guide his tip back to the entrance of his muzzle. The horse met no resistance this time as he quickly sheathed his first 6 inches into his roommate's maw, the musky cock barely leaving any room for Clarence to bathe the underside with his tongue. The small male didn't need prompting this time, and swallowed as soon as Jamie reached the entrance of his throat, allowing the horse passage into its tight confines. Jamie grunted and pulled Clarence forward down his shaft, easily pushing past the previous record of cock lodged in his friend's throat. It wasn't long before Clarence's lips kissed against Jamie's medial ring, an almost solid foot of horsecock now pulsed inside him. The clydesdale wanted to take it easy on the obedient kitten, and opted not to hilt himself in Clarence quite yet, instead settling into a steady rhythm of shallow thrusts in and out of the squeezing cat's throat. Clarence was now finding the act much more tolerable the second time around, his esophagus had stretched and become much more accommodating to Jamie's cock, especially as the flaring head pistoned inside it.

True to his word, the increased grunts and moans from Jamie indicated he wasn't far from orgasm. As the horse pre poured directly into Clarence's gullet, the feline's own cock was soaking through the fabric of his panties. The hold on Clarence's head tightened, and Jamie began making his last desperate thrusts into the spasming throat that massaged his cock wildly. A loud neigh from Jamie punctuated his final push, the force of which brought Clarence's mouth almost to the base of his cock, and the horse proceeded to let loose with his torrent of cum deep inside his roommate. The thick ropes jettisoned into Clarence's stomach, the hot seed filling the cat with an intense warmth that radiated throughout his body. The throes of the horse's orgasm caused the grip on Clarence's head to loosen, and though he loved the pulsing feeling of Jamie's cock spurting inside him, the need for air was far too concerning. Quickly, the entire length of the horse's dick was dislodged from his throat, but the cum kept flowing. A blast was enough to fill Clarence's mouth, so the cat grabbed near the head and pulled the rest of the way free. He was rewarded with a number of strands of thick seed blasting him in the face and painting his muzzle white. Clarence sat there on his knees and took the last few shots of thick cum splatter across his face and chest before the stream slowed to just a few dribbles onto the floor below. The cat couldn't help but let some cum drool from the sides of his mouth before swallowing the last gulp he had in his maw and immediately began panting to try and restore all the oxygen to his brain. Fingers still wrapped around the head of Jamie's cock, he turned his head up to look at the equally exhausted face of his friend above him, though Jamie's was significantly less messy than Clarence's at that moment. Jamie couldn't help but grin from ear to ear when he looked down to see the work he'd made of his shy roommate, now looking like a total slut with thick horse cum dripping off his cheeks and onto the cat's skirt.

"Fuck, Clarence! I haven't cum that hard in years. If I didn't know you any better, I'd wager you've had lots of experience taking horses," Jamie joked, snickering a bit while his cock began to slowly deflate. Clarence was thankful for his thorough coating, so perhaps Jamie wouldn't be able to see his blush underneath it all. Two hands grabbed Clarence under each arm and hefted him up onto his wobbly legs, the cat having to lean against Jamie's chest for balance. The horse smirked and led the dripping feline a few steps over to the closet, ripped a towel haphazardly off the top shelf and began the process of wiping the bulk of his seed from Clarence's face. Not exactly a thorough job, but the smaller male in pressed against him was at least no longer dripping jizz onto the floor of the dormitory. Jamie tossed the spent towel into the hamper and proceeded to scoop Clarence up into his arms, cradling the kitten and carrying them both to the bottom bunk bed. The now much gentler giant carefully laid Clarence on the mattress before climbing in himself, spooning close to the cat. His still half turgid erection rested against the cleft of Clarence's panty-clad ass, making the boy tense up some. "Don't worry kitten I'm not going to break this in tonight, but I think you do deserve a reward for how well you handled me." he said coolly, pawing at Clarence's rump with his free left hand as he spoke.

Jamie traced that hand up over Clarence's hip and came to rest against the feline's still erect member trapped in its wet cloth cage. The horse wormed it under the top band of Clarence's panties, just two fingers enough to fit around the girth of Clarence's hard cock. Stroking slowly, Jamie ground his own dick against the pert backside of his smaller companion, causing the cat to begin mewling at an increasing volume. Clarence felt the hot breath of the big horse blowing across his neck and knew he wasn't going to last any longer. With a sharp cry, the feline began to spurt across Jamie's fingers, further coating the inside of his new underwear. Clarence wasn't shocked at his own lack of fortitude; having never been so horny in his entire life, but the volume of his cum was certainly more than usual. With a few exasperated breaths, the cat began to relax into the embrace of his new lover, exhaustion from his adventurous night of debauchery beginning to take hold in his mind. Jamie cooed in his ear and planted a kiss on Clarence's cheek before the boy was brought into a gentle spooning position.

"I guess if you're my girl now, I should start calling you Claire, eh?" joked the horse quietly into the feline's ear.

"Mmmm... Claire. I like that name... s-say it again?" whispered the cat in a very sincere, albeit very sleepy, tone, and nuzzled his cheek against Jamie. A hard squeeze brought the exhausted pair together as the horse nuzzled his nose into the nape of the kitten's neck.

"Goodnight, Claire" came that now familiar rumble of Jamie's seductive baritone in the feline's ear. WIth that, Claire fell into a deep, satisfied slumber in their new partner's warm embrace.