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In the Headlock of a Tombo y

Sammie had always been somewhat of a tomboy. They were just kids when they first met. Max was new in town and she had greeted him with a toothy grin at his first recess, asking him if she could show him a judo move she knew. He nodded, and before he knew it she had thrown him to the ground, pinning him with her weight.

It had taken several days of them hanging out before he realized she was a girl. The spunky little lioness wore t-shirts and shorts and talked and acted just like one of the boys. Not only was she the best basketball player in class, she was also quick to beat up anyone who dared be a jerk about her lack of femininity. This caused her to be feared and tolerated, if not well liked.

But Max liked her. In fact the nerdy rat boy was overjoyed that this cool kid seemed to accept him and want him as her friend. She never gave him any shit about his small stature or nerdy appearance like all the kids at his last school. After just a couple of days they had become inseparable.

So when he found out that he'd actually befriended a girl he got over fear of cooties pretty quickly, despite her putting him in a headlock for calling her "bro" during one of their walks in the forest.

Time went on and the years passed and the two friends hung out everyday after school - almost always at Max's house. Sammie lived on the outskirts of town in a small trailer park, and her father didn't have much money. So Max was happy to share his swimming pool, video games, movies and comic books with Sammie who quickly turned into somewhat of a nerd herself - though she'd wrestle anyone brave enough to call her out on it.

She in turn would take him on long adventures in the woods, spying on the nearby logging encampment, investigate abandoned shacks and swim in the many lakes scattered throughout the woods. Eventually Max almost forgot all about Sammie being a girl and just came to regard her as his best bud.

Then, inevitably, puberty struck. Max's voice cracked, he grew a bit and gained some muscle (although way less than he'd hoped). That was about as bad as it got for him. Sammie's changes were more drastically. Her chest grew fast and all of a sudden she kept her baggy t-shirt on when they went for a swim whereas she previously had been insistent on just wearing boy's swimming trunks just like Max.

In fact her boobs seemed to cause her quite a bit of embarrassment even though they had become the envy of the other girls in class. But that wasn't the worst of it. That was the way Max reacted.

For the first time in a long time, Max saw her as a girl again. He tried to carry on business as usual, but he just couldn't do it. Her presence made him feel things. Her new curves - no matter how she tried to hide them - caused his teenage, hormone-ridden brain to short circuit and he became shy, muttering and stuttering when they spoke. The worst part was the unwanted boners that would pop up whenever she got too close. They were huge sources of embarrassment for the both of them. Soon they stopped swimming together. They stopped play fighting and wrestling too - something that to Max's growing self loathing seemed to turn him on faster than anything else. They never talked about it, of course. There was just too much to deal with, their hormones running rampant causing confusion and pain. Whenever she noticed his condition he felt as if he was going to die from shame. It killed the mood of whatever it was they were doing and caused long painful silences and blushing faces. One day she had enough. She was about to leave Max's house and decided to hug him goodbye. It was unlike her, but at the time she had been going through lots of trouble at school and she needed the comfort of a friend.

He hugged her back - but to his horror the closeness of his friend caused his body to betray him once again.

Even worse, she felt it. She let go of him with a gasp and he saw tears well up in her eyes.

"Fuck's sake, Max!" She sighed. "I'm going home."

She did. And they didn't talk much after that.

Max felt terrible about it. He knew that Sammie had a hard time with the changes she was going through, and him and his perverted mind was failing her at the moment she needed him the most. He wished things would go back to the way they were. But in the back of his mind he knew it couldn't - and that they were doomed to slowly drift apart.

Then fate intervened and cut that process short. Sammy's dad had found a job in the construction business in another town, and overnight they packed up their bags and left town.

And Max was alone.

Without Sammie to defend him, his high school years were hell. Through the bullying and the boredom he only saw one way out - getting the hell out of town, just like Sammie had. He enlisted in a community college in a larger city a few miles away as soon as he graduated high school. His parents weren't stoked about him pursuing a liberal arts major but he didn't care. He needed a fresh start. Maybe he'd figure out what to do with his life once he'd gotten out.

The move went smoothly. He had found a tiny studio apartment close to campus. It was old and stale and smelt of wet mud but the rent made it all worth it. To make ends meet he'd gotten a job waiting tables at a small hipster café. He'd been lucky - they almost exclusively employed young pretty women for that kind of job. However the owner of the café was a relative on his mothers side, and she had been able to pull a few strings for him. Nepotism makes the world go round, he thought to himself as he served another mocha latte with soy milk to the downtown hipsters at table six.

He felt terribly out of place among the personnel. They were all beautiful girls, fur and hair shiny and full, warm smiles on their faces and sweet voices calling out orders. And then there was Max, the skinny, nerdy rat with the thick glasses. At first he had been worried that his virgin body would betray him yet again having to spend so much time around attractive women. Given how easily aroused the young man was he feared that his stubborn boner would cause him to embarrass himself in front of the entire café. But fortunately for him the stress and grind of work managed to push all thoughts of impurity from his mind.

It took him sometime to get into the lifestyle but eventually he was able to forget the embarrassment of being the only guy waiter. The girls, even though he was a little scared of them at first, turned out to be kind and sweet. He soon found out they were all students on the campus themselves, and they actually bonded a bit over the stress and tribulation of college life. This was new to him. He'd never been good with girls (He didn't include Sammie in that category, he realized with a sting of shame) but here he was talking to them as if it was no big deal. Which of course it wasn't, even if it felt that way sometimes. They in turn didn't seem bothered by him being there, the one guy in a crew of girls. Maybe it helped that they all thought he was gay.

He never lied to them about it. They had all just kinda assumed. Maybe it was because he never spoke about girlfriends or dating girls. Or maybe he just came off that way, with his soft demeanor and - if he had to be brutally honest with himself - effeminate appearance. Either way he never bothered correcting them. He wasn't sure why. It just kinda made him feel safe in some weird way.

The months went by and he got absorbed by work and studies. During his time off he watched anime and played video games and he never had the courage or energy to join in on dorm parties or extracurricular events.

Then one day, he saw her.

He was working the afternoon shift when she walked in through the door of the café. He was tending the register at the time and it took him a few seconds to realize that the tall lioness was his childhood friend. Sammie.

She wore skinny jeans and a worn leather jacket strewn with patches of different kinds - little rainbow colored icons, crossed out swastikas and various buttons he didn't know the meaning of. It was open, revealing a white tank top and suspenders underneath. Her hair had been cut down to her head fur except for a short blood red mohawk that trailed it's way across her skull.

Max just stared at her. She had turned out taller than him. One of her ears had had a piece chipped away, an old injury from a fight or in an accident. She looked really intimidating to him and he could not reconcile the memory of the tomboy he once knew with the punk chick standing before him.

"Yo" she proclaimed without looking up from her phone. Her voice sounded just as boyishly blunt as he remembered, if a little deeper. "I'd like a coffee. Black."

He was lost for words. Seeing her was a total shock to him. Like getting punched in the face with nostalgia.

"Hey, did you hear what I said bro?" She finally looked up from her phone and suddenly her face changed. The cool, intimidating lioness opened her eyes wide and her jaw dropped. Then, to Max's horror, her eyes became moist - just like the last time they spoke. Was she going to cry? Was Sammie going to cry?! He felt panic start to bubble up his stomach. He would not be able to handle that.

But she seemed to snap out of it with visible effort, getting a hold of herself and smiled a mischievous smile.

"Max, what the hell? What are you doing in that apron?"

"Sammie" Max said. He felt like an idiot, but he didn't know what else to say.

"Call me Sam! Everyone else does. What the hell have you been up to, you little twerp?" She said, flashing him her toothy lioness grin. She made it feel like no time had passed at all.

"I... what have you been up to? You look like you're about to trash a police car!" he exclaimed.

"Thank you" she purred. "I try. But holy fuck dude, it's been so long! We gotta catch up. When do you get off work?"

"I..."

"Sam!" a female voice called out from the door of the café. Max saw an opossum there, dressed in a sleeveless red flannel shirt and a green mohawk much taller and spikeyer than Sam's. "Grab your coffee and go, we're running late already!"

"Coming babe!" Sam responded, loud enough that the entire café heard. Max turned red. The lioness turned to him again, blinked at him as if he was in on some joke, then snached a napkin from the counter.

"Forget the coffee" she said, producing a pencil from one of her pockets. "This is my number" She hastily scribbled a line on the napkin and tucked it into the front pocket on his shirt. "Call me" she said, then promptly turned and stormed out to who Max assumed was her girlfriend.

She had a partner, then. And a girl! He should have guessed. No wonder his hornyness had freaked her out back then. He felt a rush of shame and disappointment - but at the same time relief. Maybe this would make things easier. Plus, he helt genuinely happy for her. She seemed a lot happier than she had back then.

He watched the two punk girls mount a motorcycle and take off, leaving a cloud of dust behind them.

Maybe - and he could not stop tears from welling up at the thought - he could get his friend back.

***

The rest of his shift seemed to last a lifetime. Whenever he thought of Sam his knees felt a little shaky. There were just too many emotions there. He could not wait to give her a call. At the same time he dreaded it. What if he fucked up again? What if they had just drifted apart? He had never been especially cool. Quite the opposite. While she on the other hand looked like a MMA fighter who probably fought cops and nazis on her days off. He would not chicken out though. He couldn't. He knew that he'd call the second he quit.

And so he did. After leaving the apron and saying goodbye to his coworkers he fished out the note and deciphered Sammies awful handwriting, punching the numbers into his phone one by one. His stomach fluttered as he called. He took a deep breath to steady himself as the first signal rang. A cruel thought struck him. Maybe she'd given him a false number just to get away from him? She wanted out of that café awfully fast. Why would she want to hang with someone like him? Maybe she...

"Sup' nerd!" Sammie exclaimed, dispelling Max's destructive thoughts in an instant. She chuckled before suddenly sounding serious. "...this is Max calling right? " He laughed.

"Zis is ze gestapo! Come out with your handz over your head!"

"You'll never take me alive" She shouted, laughing the same goofy laugh he remembered. All of his self doubt just kinda seemed to slip away when he talked with her. It felt so good.

"Anyway, wanna hang? We got some catching up to do right?" she asked.

"Hell yeah! Like eight years of catching up!" he replied. "I'm free tomorrow if you have the time."

"How about tonight?" she asked.

"...I could do that" he found himself saying. He actually really needed to study. But somehow this seemed more important.

"Still at the café?" she asked.

"I'm just outside."

"Okay. Just hold on then."

She hung up.

It only took a few minutes before he heard the loud engine of her motorcycle echo across the city block._ That is one noisy _vehicle, He thought to himself as Sam drove up to the sidewalk in a cloud of exhaust and dust from the road. From behind steampunk goggles sharp green eyes looked out at him as she held up a spare helmet.

"Gear up and get on!"

"What, like.. Behind you?" Max asked.

"Where else, dummy?"

He obeyed, putting on the helmet and carefully straddling the bike.

"Hold on tight!"

"Where?"

She laughed. "To me!" Max froze. He stared into her leather clad back, his mind blank. He could smell the leather, her perfume and something else. Her, he realized.

"Just hug my belly" she said, before revving the engine and rolling off. Max had to grab onto her quickly to not fall off, so he did, embracing her midriff. The engine roared and the city blocks started to roll past them as she steered the bike to some unknown destination. He had never asked where they were going, he realized. She turned and leaned to the left, and he felt his guts tingle as they leaned towards the street. He couldn't help but to hold on tighter, pressing himself into the strong lionesses back. The sound of the engine made conversations impossible, but he thought he could hear her laugh. He realized that one of his paws had slipped in under her jacket. He felt muscles under that tank top. Maybe even abs? He blushed. They hit a small, uneven spot in the road and his paw got pushed up a few inches, before encountering a highly natural obstacle. In contrast to her muscular belly the underside of her breast was incredibly soft and wet from her sweat. It felt like nothing he'd ever touched. It was, in fact, the first boob he had ever come in contact with. Fuck! He pulled back his paw back as if he'd burned it, pulling it out from under her jacket and tying his paws together in front of her.

Fucking great. Three minutes of hanging out and he had already groped her like some perv. __You are a fucking creep, Max. Just keep it together for once. Not all of him shared his shame, though. The most shameless part of him, in fact, hadn't gotten the memo and he soon felt a tingling in his pants. NO! _ Nononono _please! His member did not listen. The virgin shaft could not deal with being in such close proximity to a girl, even if that girl was Sam. Especially if that girl was Sam. It didn't care about what he thought about it.

Instead he tried to scoot away from her, pushing his pelvis backward. But the seat was angled in such a way that he always found himself slipping back towards her. He did his best though, and the motorcycle ride became an intense struggle of him trying to not repeat the awful scene from their teenage years. He had become so occupied with his efforts that he hadn't noticed that she'd driven them out of town. Suddenly he realized that there were no city noises or lights around them. He looked around and saw that they had just left the suburbs, and were headed out toward the forest. He felt a little knot in his stomach. What was she planning? He refused to believe that she wanted to hurt him, but what could they possibly want to do out there?

Soon they drove up a bumpy dirt road. Max gave a little yelp as Sam braced herself driving downhill and pushed back against him, trapping his member between their bodies. By now it pointed upwards, threatening to poke out of his pants if they had been just a little looser. The bulge pressed against the base of her thick tail, his balls pressing up near the place on the part of her jeans covering her tailhole. Holy shit. He wanted to die. There was no way she didn't feel that. He sure did, despite all the layers of jeans and underwear. Shame burned in his gut, but his boner persisted. In fact, he might have been harder than ever before. Every bump and accidental rub magnified the sensation many times over, and he could feel precum leaking from his cock in abundance.

The stereotype about rats having big balls was not only true when it came to Max, he also produced a lot of cum and precum. Worse, he had no control over it, and whenever he got accidental boners he had to calm down fast if he didn't want to make his underwear messy.

He was way past that point now. He felt panic rise in him, embarrassment burned his cheeks. At the same time he could not deny his hornyness. There was something about the lioness that made him feel small, protected, nervous and aroused at the same time. He adamantly resisted the urge to hump. His hips wanted nothing more than to thrust and slide his boner across the muscular base of Sam's tail and up against the small of her back - but that would cross a line he'd never forgive himself for. Plus, he didn't think he'd be able to hold back if he did. He'd cum, maybe even on the first thrust, making a mess of their jeans.

She'd kill me, he thought. She still might, another voice in his head said._ Especially since you are rubbing your boner on her like a pervert. Why not just go for it?_

He shook his head. He'd never do that. Not on purpose. Then he'd lose whatever moral footing he still had.

He was brought out of his moral dilemma when Sam stopped the bike. Max looked up and realized that they had arrived at a small lake hidden away among the trees not far from the dirt path. The afternoon sun sparkled in its dark waters and as Sam turned off the engine Max was struck by the stillness of his surroundings. After sitting on the loud bike for so long, the silence was practically deafening. Just some far off birds chirping and a cool breeze blowing. The sounds of the city were nowhere to be heard.

Sam jumped off the bike and Max expected a confrontation, maybe even a slap in the face over his unruly boner.

Instead she just flashed him a grin.

"Come on" she said, throwing her helmet into the bushes. "Let's take a bath! Will do you good after slaving away in that coffee place. Hell, gods know I need a wash" she said, poking her nose in under her jacket and sniffing. "Sorry about being all sweaty," she said. "Been a long day. Finished band practice just half an hour ago."

Max gave a sigh of relief. She must have been too busy focusing on her driving to notice his erection. He got off the bike carefully, trying his best not to let her see the tent he was pitching in his pants.

"Uh yeah!" he responded. "But I ain't got no swimming trunks or anything! Would have brought some if you told me." Sam looked back over her shoulder. She was already heading down to the lake.

"You don't need swimming trunks to swim, dude. You still got undies on, right? I'm okay with it if you are!"

Max, whose blush was just beginning to go down felt his face redden with renewed vigor. Walking awkwardly due to his persistent boner, he followed Sam.

"I mean like... yeah of course, no problem," he said, trying to play it cool. He didn't succeed.

"A little shy, dude?" Sam asked. "Sorry, guess I'm a little jaded. My friends and I have been skinny dipping all summer."

"Uh, no! I mean, no problem at all" Max mumbled._ _Shit. Blushing like an idiot and horny like a teenager. Should have guessed I would have made a fool of myself right away.

They reached the thin strip of shore, overgrown with reeds and grass. The surrounding trees provided good cover from passers by walking down the road, as long as they did not venture out too far into the water. The lake looked cool, it's surface glimmering like a million diamonds, small waves crashing against the shore. This was a perfect bathing spot. It was just like in the old days.

"I mean it's okay if you wanna pass," Sam said. Something in her voice told him it was a dare. She would probably tease him mercilessly if he backed out. He wanted to take a swim with her though. His embarrassing erection had left him between a rock and a hard place. . It was difficult, but he could hide it somewhat if he kept his jeans on. If he dropped them the jig was up.

Sam didn't waste any time though.

Without missing a beat, Sam threw off her jacket, unbuckled her skinny jeans and pulled them off her legs. He caught himself starting on her muscular thighs and shapely butt. She wore black panties that hugged her buttocks tight._ Fu_uuck. She definitely works out. He felt his dick twitch. Nope. This hardon wasn't going away any time soon. He'd be surprised if he ever got soft again. She turned towards him, and he tore his eyes away from her butt and looked at her green, mischievous eyes.

"Embarrassed about your boner?" She asked. Max almost died on the spot. Sam laughed at his expression. "It's okay, dude. I know you can't help it." She pulled her white tank top over her head, and Max couldn't help but check out the rest of her. She was muscular like a warrior from the savannah. She didn't lack body fat though, he could see that the abs he felt though her tank top were hidden beneath some pudge. Her short golden fur shone in the sun. A black bra with little skulls on them covered her breasts._ Oh my god_. She had always been a big girl, in many ways, and her breasts were no exception. One thing was different though - she didn't seem the least bit ashamed about them anymore.

"So you just gonna stand there and watch me undress or you gonna join me?" She asked, and the shame returned to Max.

"I'm sorry"he mumbled.

"I'm kidding, idiot!" Her laugh calmed him a bit. His paralysis broke and with shaky hands he unbuckled his own jeans. When he pulled them down there was no hiding the obvious any longer. His Spiderman undies - Oh my god I'm wearing the Spiderman boxers, kill me now! - buckled and strained under the pressure of his dick. Hard like steel, he had made a horizontal tent out of them. Worse yet, a big wet spot of precum decorated the boxers where the head of his cock met the fabric - on the exact same spot where Spiderman shot his web, coincidentally. With regular intervals his cock twitched, without Max having the least bit of control over it, pumping more precum out of him.

Too embarrassed to face Sam he pulled his shirt over his head - slowly, to give him some time to calm down.

_I can't believe this is happening. And so fast! Isn't she a lesbian? I must creep her out. Shit, she is way too nice to me. _

As he removed his shirt however, he found Sam checking out his crotch with a curious look on her face.

"Sam I... uh. Shit." She looked up at him, and her teasing grin returned.

"Now we are even, you little perv! Besides, Max and his out of control boners makes me all nostalgic. Cute undies by the way."

"Same." He said quietly.

"Oh you like them?" She exclaimed, grabbing a hold of her skull-clad bra. "I thought they looked badass when I first bought them but I dunno. Skulls and bones seem a little dorky in hindsight."

"No, I think they look great!" Max protested. Sam raised an eyebrow and smirked. "Are we still talking about the bra?" She wiggled her breasts a little, making Max look away in embarrassment.

"Oh come on," he said with a laugh. "I'm trying to calm myself down here!"

"Ooh" she mused, her eyes full of mischief. "Too bad. Then you'll mind if I take them off?" Again, she caught him off guard.

"...What?"

She sighed, feigning irritation. "Typical. You guys are allowed to walk about bare chested but as soon as a girl does it it's sooo controversial. It was never an issue when we were kids!"

"Well that was before you grew huge boobs" he heard himself say. She gave him a dangerous glare.

"I never asked for them, you know! And I definitely didn't ask for all the looks and drooling dudebros! Or all the demands for modesty, either. Why does it have to be such a big deal? It's just tits." They were still joking around, but somehow he felt that it was still kind of a sore point for her.

"Okay, okay," Max said, holding up his hands. "Sorry, you're right. It's fine." Her lioness scowl disappeared as quickly as it had come, and she smiled again, reaching back to unclasp her bra.

"That being said, no need for you to avert your gaze either. If we're gonna hang out on the regular you're probably gonna see me tits out from time to time. Might as well get used to them"

She let her bra fall into the pile of clothes on the ground.

It was the first time Max had seen breasts in real life. He realized immediately that videos and pictures couldn't do them justice. They hung a little lower than he thought they would. They must weigh quite a bit, and he wondered if they might put a strain on her back.

They had a slight teardrop shape to them and Sam's movements made them sway and jiggle in a way that almost made his heart stop. Her areolas were dark, almost black, and bigger than he had thought. The sight of her nipples made his body tingle. The wind - he assumed - had made them hard, and they were maybe half an inch long. For some reason he found her big nipples incredibly attractive, and he realized that he ran the risk of cumming in his undies before he even got into the water. Her strong feminine body, big breasts and muscular legs stood in contrast to her punky red hair, boyish demeanor and mischievous grin. He thought she looked amazing. She didn't say anything, just looked at him with an amused expression on her face as she observed his reaction. Then without warning she threw herself in the water in nothing but her panties, making a big splash. She broke the surface after her dive, her fur wet and shiny.

She was the most beautiful thing he'd ever seen.

"Come on, Max Hardon! The water's gonna cool you off!" She laughed. It probably would, he thought. Maybe he could get rid of it that way.

But the shame about his condition was already dying down. Sam didn't seem to mind, after all. So why should he?

"Allright, Sammie Mammary!" he yelled and jumped into the water.

"Haha, what the hell Max!" She yelled, splashing water into his face. "Call me that again and I'll..." She trailed off.

"You'll what?" Max asked, feeling a bit of his confidence returning.

"I'll tie your dick to my bike and drag you back to town!"

"Holy shit Sam! Didn't know you were that brutal!"

"Pfft you'd probably like it, weirdo"

She laughed again and dove down under the water. The lake was deeper than he had thought, as he couldn't feel the bottom. The water felt nice though. It really took the edge off after an intense day. His stubborn boner still refused to go down but at least he got to cool off after blushing for almost ten minutes straight.

Suddenly he felt a claw under the sole of his paw. She was under him. He yelled, but she grabbed a hold of his ankle and tickled him. His naked rat paw was sensitive and he laughed uncontrollably, kicking his legs desperately to get free. Then suddenly one of his kicks connected with something and she let go. Did I just fucking kick her? He waited in horror for a few seconds before she emerged, holding her arm, laughing.

"Damn dude, you got strong kicks!"

"Shit Sam I'm sorry!"

"Don't apologize! I deserved it." She grinned. "Plus, I can take a beating. You should see me in the ring sometime!"

"Judo?"

"Jiu-jitsu! Looking at a purple belt here, son."

"Holy shit!"

She beamed at him. She had always enjoyed his admiration.

"Yepp. I can show you some moves if you want."

"I dunno about that..."

"Comeon Max! You gotta learn to defend yourself!"

She made a move towards him and he fled, swimming and laughing.

"Get away you madwoman!"

"This is for your own good, nerd!" She shouted, imitating one of the jocks they knew as kids.

It was just like it had been back in the day. Swimming, goofing about, Max trying to outrun Sam before she could wrestle with him. Adult life had taken a toll on Max and getting to feel like a kid again with his childhood friend was just what he needed.

The afternoon passed in a flash and soon the skies started to darken. They dived, raced and shouted in the cool water, putting their old swimming skills to good use. To his relief his boner calmed down, though he never got completely soft. It almost hurt a little, and he cursed whatever god had caused him to be such a horny little rat. Though he didn't think it was fair to expect that he'd refrain from getting aroused swimming around with such a hot lioness. He had to remind himself that she was taken. Though he couldn't help but wonder what her girlfriend thought about Him and Sam more or less skinny-dipping out in the forest all alone.

After what must have been hours but what felt like minutes, the cold of the water drove them back ashore. Tired but laughing they got up and sat down on some mossy rocks.

"Shit I needed that." Sam exclaimed. "Just like the good old days. Wanna dry off with me?"

"Sure" Max panted. " Though it might take me just a bit longer." He held out his arms, demonstrating his dripping wet fur.

"Heh! You must get so hot in the summer! How do you long haired furs deal with the heat?"

"You just kinda get used to it. Like you get used to the cold in the winter."

Sam shivered. "I don't! Cold is my great weakness." She pulled her leg up to her chest. The sight of her legs squishing her boobs against her chest made Max's groin stir again. Her dark areolas peeked out from behind her leg, too big for them to cover completely. He tried to ignore them.

"Well that leather jacket gotta keep you warm! I'd pass out from heatroke after a few minutes of wearing that thing," he said.

"Probably would! But that's fine. I like you better this way. I always liked the color of your fur."

Now Max blushed again, too. He looked down on his scrawny body and the reddish brown fur covering it. He suddenly found himself fiddling with his tail, avoiding looking Sam in the eye.

"I- thanks. Same. Your fur, I mean."

They were silent for a few seconds.

"You seemed on edge tonight, Max. I haven't made you uncomfortable, right? You can tell me if I have." Tone of her voice was unusually sincere. Max looked at her. She stared at him with what looked to him like genuine worry. Maybe she's nervous too, he thought.

"Not uncomfortable," he said after a while. "It's just a little.. Overwhelming. I haven't seen you in forever, and suddenly we're skinny-dipping, you know."

"Sorry." She said in a hushed voice.

"What? No! It's been amazing. You're amazing. It's mostly me."

"What do you mean?"

He sighed.

"Remember last time we hung out? It was ages ago, but I never apologized." His eyes started to water. All of a sudden he felt even more exposed than when he had taken his clothes off.

"I'm sorry. You needed a friend and I... I could not control myself. I'm still bad at controlling myself."

She chuckled, though he could see a tear running down her face.

"Yeah. I mean don't get me wrong, it's cute. But back then I was in a really bad place. I mean... In retrospect I can't really blame you for popping a boner. Not like it was a choice. I mean it happens at that age right? And now, it seems!"

They giggled, drying their tears.

"But it was just the final straw. So many guys had started to check me out, talk about me, saying disgusting things... You know. So when we hugged and I felt... you... I couldn't help but feel that you had become one of them. That all guys just kinda became shallow horny little beasts. I just couldn't deal with it at that time. I needed some time for myself."

"Sorry."

"Don't apologize. Like I said, I don't blame you. I feel bad too, for just kinda shutting you out. We were just kids, you know. Dumb kids. Neither of us know how to talk about that kinda stuff."

His tears ran down his cheeks again. He felt like his voice would tremble if he tried to talk, so he took some deep slow breaths before speaking.

"I really missed you Sam."

Then her facade fell. A loud sob escaped her throat and before he knew it she had scooted over and pulled him into an embrace. He put his arms around her and mushed his face into the side of her neck. She sniffled and held him, and for once he didn't even consider the fact they were almost nude.

"I missed you too" she said, her grip on him tightening.

They sat like that for a while, their wet coats of fur pressed against each other, sharing body heat. Max was overwhelmed with emotion. He couldn't remember the last time he was hugged, much less given a heartfelt embrace. His family never were the hugging type. He dragged his finger through her short, coarse fur, feeling more at peace than he had in a long time. He hadn't realized how starved he was for physical affection and he couldn't help himself. He sobbed quietly into her neck.

"It's okay dude." She whispered, stroking his hair. "I'm here now."

They cried in each others arms for a while, and it felt so very good.

Eventually their tears dried up. But they remained in the embrace for a long time. The birds chipped above them. The sun set in the distance, bathing the lake in golden light.

Finally, Sam chuckled.

"That big boy won't give up, will he?"

Max suddenly became aware of their nudity again. More specifically, how his persistent boner was pushing into her thigh. His precum had been making a mess all over the fur of her leg. He also couldn't help but notice how her boobs pushed into his chest. One of her nipples poked him in the ribs.

He felt the heat starting to return.

"Shit. Yeah. s-"

"Don't apologize! It's cute. You are an adorable little rat boy, you know." Her words should have felt patronizing, but they didn't. Most guys might have taken it as a slight against their masculine pride - but Max never had much of that to begin with.

She stroked his ears- and. his eyes flew wide open. Her caress sent a tingling feeling all the way through his stomach and down to his balls. His ears were sensitive, and her touch made it feel like every nerve ending in his body was on fire. He felt his balls churning, and warning bells went off his head.

"Aah, wait, I..!" He backed away from her and her touch, robbing his body of her touch. He closed his eyes, not trusting himself to not jizz all over Sam if he caught sight of her body again. Slowly the emergency died down, and he peeked at her through one eye. She looked confused, almost a little worried.

"Sorry, he said before he could stop himself. I almost... you know... sorry." Surprise, then a wicked smile grew across her face.

"Holy shit dude. You almost came? From me touching your ears?"

"Not just that! He protested. But yeah... that almost did it. Shit, I'm so embarrassed. I've never... been this close to someone. You know?" Her eyes widened. She seemed almost excited.

"Are you... virgin?" she asked. He scoffed.

"Come on Sam, look at me. Not exactly the sexiest man of the year - material here. I'm a virgin nerd freshman. It's not that weird."

"Kinda weird to me. I mean I always thought you were cute."

Her words made him blush again.

"I thought you were like.. Into girls." She laughed.

"C'mon Max. Just because I'm butch doesn't mean I'm lesbian. Like, yeah I like girls. But I like guys too."

"But your girlfriend..."

"Audrey and I got an understanding. We don't mind having a bit of fun, you know."

"Oh..."

She smiled at him. Then she bit her lip and looked giddy, as if she just came up with an idea. She stood up and stretched her arms up towards the sky, giving Max an excellent view of her muscular anatomy.

"You know the fastest way to dry that fur of yours? A good ole wrestling match," she said, stretching her muscles. His cock twitched. He couldn't believe what had happened the last few hours. Now his gorgeous lioness childhood friend wanted to wrestle with him in the nude? It was like a wet dream.

"Uh..." he couldn't find the words. Well said, Max. Very smooth. Get a grip!

"And wrestling is best done the ancient way." she said, grinning at him. "In the nude. You know, like the Greeks. What do you say?"

"Okay" he managed to cough out. His heart thumped in his chest. He was about to get nude with a girl. And wrestle.

"Ever seen a pussy before, Max.?" Again, her words send shivers down his spine.

"N-nope."

Without another word she grabbed a hold of her black panties and slid them down her legs. He was eager to see, but her boobs blocked the view as she bent over to get rid of the panties. Then she stood up and tossed them away.

And there she was, now completely nude. Immediately Max's balls started to tingle and churn. Her fur was thicker down there, but he saw her labia protrude from in between her legs, the same dark shade as her nipples. Just like with all parts of her body Sam had a little extra. The long folds of her pussy lips were shiny with moisture. She was excited too, he realized. He had to look away.

"Haha, shit dude. Still on the edge?" She asked gleefully.

"Well you're fucking hot and I'm a virgin loser" he muttered. "What did you expect?"

"Hey, you're no loser. You're with me! But thank you. Now it's your turn. Time to lose spidey!"

Without looking at her, Max took a hold of the rim of his spiderman underwear and stretched it out, un-pitching the tent and finally freeing his cock from its prison. He breathed a sigh of relief as he stepped out of them. The lack of fabric against the head of his cock helped to calm his imminent orgasm, and the cool breeze felt good on his package.

"Oh my god" Sam exclaimed. "Your balls are huge! Guess the stories about rats were true... I gotta say, you are pretty well hung dude."

He looked at his crotch. His balls were big indeed. Almost the size of mandarins, rubbing against his legs constantly producing cum that needed to get out. They were pulled up under him now, primed like the hammer of a revolver and ready to unload at the slightest provocation. He felt like bomb ready to blow.

His cock was just as ready. His foreskin had pulled back completely, exposing his chubby pink cockhead to the world. It was shiny with precum, still dripping to the ground. He didn't think he'd ever been that hard. It wasn't very long, but it had the girth to make up for it. It pulsed and throbbed, begging to be touched.

"My dick is pretty average actually." Sam said, unable to fully process that he was discussing his junk with his childhood friend. "It just looks bigger because I'm so small."

"Poor thing" she mused. "Looks like you're about to explode."

"That might happen," he warned.

"Don't worry so much," she said. "Come On! Let's wrestle"

"You'll win!" .

"Then you'll learn a thing or two. Hepp!"

And suddenly she was upon him. She leaped towards him like a hunter and for a fraction of a second, the inherited memory rodent ancestor made fear tingle down his spine. Then he threw himself to the side, narrowly avoiding her lunge. She slid across the earth, turned, and lunged again all in the same fluid movement. He was surprised that the weight of her boobs didn't throw her off balance, they way they bounced about.

This time he wasn't fast enough. She crashed into him with a triumphant roar. Before he knew it she got her arms in a devastating wrestling hold around his waist. He felt her muscles overwhelm him as she grunted and shifted her weight. But he was stubborn. He wasn't going to go down that easy. Anticipating that she was about to tip him over on his left side he shifted his weight accordingly. He fanned out the toes of his paws, bracing himself against the ground and barely managed to resist her attempt to topple him. With a frustrated grunt she tried again. It looked like he was about to repeat his strategy successfully when he noticed how she had positioned one of her meaty legs just behind his. Oh shit. With relative ease she tripped him over her leg, sending him sprawling into the soft grass. He tried to squirm away, but she dropped to her knees and caught him. She laughed in triumph as her arm swung around his neck and locked him in place before he could pull his head back.

_The headlock. I'm done. _

Her powerful bicep squeezed his neck and pushed him into her side. He was standing on all fours, his head trapped by her mighty arm. He might as well have been stuck between two mountains. Her muscles were like steel and all he could do was squirm as she held his head against her. Yet her body felt oddly soft at the same time.

"Hah, comfortable, bro?" He opened his eyes. His cheek was pushed up against her right breast. His breathing became ragged. Holy shit. Her big nipple was mere inches from his face. If she hadn't held him so tight he could probably have kissed it.

So soft. Her smell filled his nose. Her warmth, her grunts and laughter, her casual attitude and - to his great embarrassment- her dominance over him made his body shiver with lust. His balls churned like a dam about to burst.

This time there was no stopping it. His body acted on its own and he lost control.

"Im.. I'm gunneh... Gunneh cumm..." he croaked from underneath her armpit. She was quiet for a second.

"Do it bro" she whispered in his ear. Then she bent down and bit it. His eyes flew wide open. The pointy carnivore teeth on his earlobe made him gasp at the same time as more of her tits got smooshed into his face. That was it. The flood gates had been opened.

"Hnnnnghhaah god! Aaah!" He squealed and whimpered in a voice one could only describe as girly as his orgasm gripped him by the balls. His entire body convulsed and he screamed as the first jet of pent up rat cum shot from his cock without ever having been touched. It shot up between them and hit Sam's elbow with a wet smatter. He couldn't have been quiet if his life had depended on it. It felt more intense than any orgasm he'd ever had, as if his entire body was involved. He spasmed helplessly as another contraction made him spurt a second, third and forth stream of cum, all hitting Sam's arm. He made sounds that made him want to die from embarrassment - and yet that turned him on ever more.

"Ooh... oooooh!" he squealed as his body mercilessly milked his prostate for all it was worth. A small puddle of cum was growing under him. They were not as explosive as the first spurts, but the full body orgasm continued to wreak havoc on the poor rat's nervous system, squeezing every drop out of him. Being around Sam had just put his balls into overdrive, and now his body was unloading all they had.

"Shh it's okay." Sam whispered. "Let it all out."

He thought he was finished, but her soft encouragement sent flashes of lightning through him again and hsi orgasm continued.

"Aaah!" He still came. He came until his prostate started to cramp, the spurts slowed down to a lazy dribble, and exhaustion claimed his body. He would have collapsed if not for the iron grip of her headlock. He never touched himself during the orgasm - that might have caused him to pass out from overstimulation.

She seemed to realize this, and was careful not to touch his dick as she sat down and put his head in her golden lap.

"There you go," she said, stroking his hair. Max's body still convulsed from time to time, soliciting a gasp from him and causing a weak rivulet of cum to dribble from his cock..

"You're a loud one, Max. Damn, I had no idea a guy could cum like that. Is it a rat thing?"

"It's a_ _you thing." he gasped. She smiled at him.

"It was one of the hottest things I've seen," she said after a small pause. As he came back down from his orgasm he noticed the enticing sent from her sex. He had been incredibly embarrassed over how little it had taken to make him cum. But to his surprise, it seemed to have turned her on. A weak smile spread across his face. This was quickly becoming the best day of his life. He looked up at the big beautiful breasts above him. Her nipples were rock hard. From his position in her lap he reached up and touched one lightly. It was as stiff as if they had been sitting in a snowstorm. He didn't think it was the chill in the air that made them perk up, though. She gasped as he touched her. The nipple gave way as he applied more force, his finger smoothing out its little wrinkles. Her body twitched.

"Max," she said, her voice trembling with lust.

"Yeah?"

"I don't want to push you too fast, but...If you ever wanted to know what it is like to go down on a girl," she said, taking a deep breath to calm what Max slowly realized was raging desire, "Now would be a great time."

Against all odds, his cock - that never had time to go completely soft - slowly stiffened again.

"Right now" he said, his weak voice regaining some strength "there is nothing I'd rather do."

To be continued