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Nicole and Tails are copyrights of SEGA and Archie Comics. Used without permission. This story contains scenes of explicit sexual content and is not to be viewed by anyone under the age of 18.

Learning Experience

As the streetlamps of New Mobotropolis began to illuminate the technological city, Nicole was once again sitting atop her favorite tree as she did almost every night at this time. However, unlike most nights, she was not gazing up at the sky above, but rather her eyes were closed as she kept her focus on the city's computer systems. Over the last few nights, someone had managed to hack into the city's security measures and gain access to its mainframe. While it didn't take long for Nicole to root out the hacker program and remove it, the fact that each night brought a new program was disturbing to her. As was the material that the person was looking up before she stopped them. But tonight, she was determined to trace the program the instant it tried to breach her security and confront the culprit behind these acts.

"Ah. That didn't take long," she thought to herself as she felt a foreign program become active in the system's mainframe. She let the program continue with its job, instead focusing her efforts on locating the source of the program's origins. It only took a few seconds, but the location that she had traced it to caused her to almost wonder if she had made a mistake.

"Well...I suppose there's only one way to know for sure," she said to herself before activating her teleportation ability.

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Tails sat at his computer desk in his room, his eyes glued to the computer screen as he waited patiently for his bug to hack into the city's mainframe. Normally, he would never have tried to do such a thing, especially considering that Nicole was linked to the city in all respects. But he couldn't help himself. He was tired of waking up in the middle of the night only to find that his penis was as hard as a rock. It would take it quite a while to finally retreat back into its sheath where it was hidden most of the time, and the little fox was determined to find out why it kept happening. The only problem was he was too embarrassed to ask his parents what was causing it, and he dare not ask Sonic cause he didn't want his blue friend to think something was wrong with him. So he had resorted to hacking into the city's mainframe to find out the information. The only problem so far had been that Nicole was constantly on top of his programs. They would barely have time to start their job before she would root them out and delete them.

"Sometimes I wish she'd just lower her guard for a couple minutes," Tails muttered to himself as he continued to stare at the screen.

"So you can hack into my systems even more than you already have?" asked a familiar voice from behind. Tails let out a cry of surprise before falling over in his chair to the floor with a thud. Rubbing the back of his head where he had hit it on the floor, he slowly looked up till his gaze met that of Nicole's, the lynx looking a more than a little ticked off. "Get up," she said sternly, Tails quickly getting to his feet. The lynx then sat down on his bed, motioning for him to follow suit. Nervously, he sat down, afraid that he was going to be punished for what he had done.

"I'm sorry I was-" said Tails before Nicole hushed him with a hand over his mouth.

"I know," she said softly, her attitude becoming much gentler. When she had discovered it had been Tails that was searching the city's mainframe for information on why he was having erections in the middle of the night, she had decided that it would be best to just tell him face to face rather than continue to put up with his constant attempts to hack into her city. Truth be told, she was hoping that this little lesson would go beyond just simple explanation, but considering the young fox's age, she wasn't going to press the matter if he didn't.

"Then...you're not mad at me?" he asked.

"Well, maybe a little. But you're at an age now where you are starting to experience wonderful new feelings. And with those feelings comes questions, so it's only natural that you wished to have them answered," explained Nicole. Tails nodded his head a few times before looking away.

"You're right. I do have questions that I want answered, but I'm too embarrassed to ask anyone about them," said Tails, looking back up at the lynx. Nicole smiled slightly before standing up and taking a step away from the bed, turning back to face the little fox boy.

"If you want, I will answer your questions. I am, after all, an AI program that was originally designed to handle vast amounts of information," said Nicole. Tails looked down nervously as he fiddled with one of his tails.

"You sure you won't get mad if I ask my questions?" he asked. Nicole smiled slightly at Tails' embarrassment, kneeling down to look him in the eyes.

"I promise that any question you ask me I will answer to the best of my abilities. I only ask that whatever we discuss tonight stays between the two of us," she said softly, giving him a small peck on his nose. Tails smiled a little as he gained a little courage from Nicole's sincerity.

"Well, first off I want to know why my penis gets all hard in the middle of the night like it has been doing for a while now. Sometimes it also happens during the day too whenever I look at a girl, but I don't know why it does," said Tails.

"It's called an erection. The penis is just responding to the sexual desires in your mind whenever you think of a girl or anything else that might stimulate such feelings of desire," said Nicole.

"Sexual desires?" asked Tails, a little confused.

"Yes. I will show you what I mean," she said, pulling at the strap of her toga a little bit, letting it drop to the floor and leaving the lynx with nothing more than the fur on her skin. Tails mouth fell open, not having expected Nicole to do something like that. He had never actually seen a girl naked before, but the sight was awe inspiring to him. He gazed over her perfectly shaped body from head to toe, taking extra time to look over her breasts as well as the pink area between her legs.

"Do you like what you see?" she asked him. Tails nodded, his mouth still hanging open in stunned silence as Nicole knelt down to eye level with him before planting a kiss on his lips. Normally, the young fox would've been completely repulsed by this action, but instead he found himself actually wanting more as he leaned into the kiss. Nicole opened her eyes in surprise as she felt Tails tongue slip into her own mouth.

"Wow does he learn fast," she thought to herself as she closed her eyes again, wrapping her own tongue around the fox's. The two continued to kiss one another for a solid two minutes, Nicole actually being the first one to back away. She gazed down at the little fox's face as he panted lightly, still taking in the feelings he had just experienced. Tails then looked down at his lap as his cock finished growing to its full 5 inches. Nicole followed his gaze down, also noticing the hard-on that their shared kiss had given him.

"So...It was because we kissed that it got hard, right?" asked Tails, looking up at Nicole.

"That's right. If you want, I can show you a way to make it go away, not to mention make you feel really good in the process. The only thing is you have to do this in private. It's not something you do in front of others," said the lynx, placing a hand on the young fox's cock and grasping it lightly, causing Tails to gasp at the sudden sensation.

"That s-sounds just f-fine," he stuttered before Nicole started running her hand up and down his shaft, Tails letting out a sigh as he felt her furry paw glide along his cock. Nicole then placed the thumb of her other hand on the head of Tails' cock, rubbing lightly against it and causing Tails to tense up and let out a moan as she fiddled with the sensitive spot.

"Oh wow...I-It feels so...g-good," said Tails as he watched the lynx continue to paw him off, feeling a strange new feeling begin to swell inside of himself. But before it could pick up any momentum, Nicole stopped her menstruations, leaving the little fox whining for more as she kept one hand wrapped around the base of his cock.

"Now that was how you can take care of your problem by yourself. But seeing as how I am here, I will show you a way that a girl can give you an even better feeling. But remember that this is to never be in public, only in privacy with someone you truly care about and will let you do this," said Nicole as she knelt down in front of Tails member.

"I understand," said Tails as he fidgeted about, wanting to continue more than anything else in the world at the moment. Nicole couldn't help but giggle a little at the young fox's eagerness to keep going, the denial he was experiencing almost too much for his young mind to wrap around. Looking back down, Nicole then stuck her tongue out and gave the head of his cock a quick lick, eliciting a gasp of pleasure from Tails. The lynx then placed her whole mouth over the head, her tongue lashing at it as Tails went into a fit of moaning at the warm, wet feeling of Nicole's mouth wrapped around his cock head. She then lowered her mouth even further down his shaft as she started to suck on it, causing Tails to begin to hump his hips towards her.

"N-Nicole...I f-feel strange..." he said as he felt the strange feeling from before start to rush back. Nicole only sped up her oral menstruations as she started to jerk off the lower part of his cock with her hand, causing Tails to buck even harder.

"I-I mean it...I c-can't hold back...whatever's h-happening," he said. Nicole gave his cock an extra hard suck, lapping at the underside with tongue. This was the last straw that sent Tails over the edge as he cried out in pleasure, shooting his seed into Nicole's mouth as she greedily gulped it down. She wasn't real fond of the taste. Kind of salty, but at the same time it wasn't all that bad. She then detached herself from Tails cock, looking up into his eyes as he rapidly panted, trying to calm himself back down after such an overpowering experience.

"Are you okay?" asked Nicole, a little concerned that she might have overdone it. Tails nodded weakly.

"Y-Yeah...I'm okay," he said softly as Nicole sat down on the bed next to him. Tails looked over at her as he got his panting back under control. "Does that mean we just mated?"

"Actually, that was called oral sex. Males can also do this to females," she said.

"But you don't have a penis. How does a boy do that to a girl?" he asked, looking over Nicole's body in confusion, the lynx's only reaction being a smile.

"Well, most males usually start oral sex by kissing and licking the female's breasts," she said. No sooner did she say that did Tails practically tackle her to the bed, leaning down and taking her right nipple into his mouth, causing Nicole to gasp both in surprise and pleasure at the sudden eagerness of the two-tailed fox, her eyes closing to better concentrate on the feelings. Tails wasted no time letting his tongue tease the lynx's sensitive nipple as he gave it a small suck before quickly moving onto her left nipple. But this time he simply lulled out his tongue and let it slowly trace around the areola, occasionally passing over the hard nub in the middle. Although Nicole had her nipples pleasured before, this painfully slow teasing was something new and it was driving her mad with lust.

"Oh Tails...That feels SO good," whispered Nicole, shifting a little in her spot as Tails finally took the nipple into his mouth and gave it a hard suck, making the lynx moan out loud.

"My gosh," she thought to herself in her pleasure-filled mind. "He really didn't waste any time learning what to do." She felt Tails mouth finally let go of her nipple, opening her eyes just in time to receive a deep tongue kiss from the fox that lasted a good minute before he broke it.

"Are you sure you haven't done this before?" asked Nicole questioningly. Tails shook his head.

"Nope. I just remembered what you did and figured that was the best way to do it to you," he answered. Nicole couldn't help but laugh lightly.

"I suppose you do learn fast," she said. She then scooted up to the head of the bed, motioning for Tails to stay where he was. "However, that was only the first part of giving a girl oral sex. Look down and you will see what the other part is." Tails glanced down, his eyes taking in the view of the lynx's spread legs, her vagina glistening with the wetness that had been produced both from stimulating the young fox as well as from the attention her nipples had just received.

"So am I supposed to lick this too?" he asked Nicole, who's only response was to nod. Tails gave a quick sigh before closing his eyes and leaning down. He thought for sure that it would taste terrible, but as his tongue made contact with the pink flesh and caused Nicole to gasp at the feeling, he realized that he rather liked the taste. Without wasting any more time, the little fox began to run his tongue all along the outer lips of Nicole's pussy, causing the lynx to moan softly from the wonderful feeling. Every once in a while, Tails' nose would bump against Nicole's clit, causing her to gasp loudly from the ice cold touch.

"Oh wow...You know...how to...please a lady..." said Nicole between moans. But it wasn't long before Nicole realized that while he was doing a great job of licking around her outer pussy lips, he was staying away from her open hole.

"Tails...Please stick...your finger...in the hole...you see..." she moaned. Tails looked up at the lynx for a couple of seconds before shrugging. He then placed a finger deep into the hole, causing Nicole's hips to leap off the bed as her moans rose in volume. "Oh god that feels so good!" she cried. Tails pulled out his finger, seeing the amount of juice that had collected on it. He then stopped licking at Nicole's pussy, causing the lynx to bend her head to look down at the young fox. Without warning, Nicole suddenly screamed out in pleasure as she felt a warm, wet tongue enter the same hole that Tails' finger had just left.

"Oh god YES!!!" cried Nicole as Tails rammed his tongue into the lynx girl's pussy. "N-now you're g-getting it Tails!" she cried as Tails continued to press his tongue into her depths. Then, on a whim, Tails placed a thumb against the little nub he had been bumping with his nose earlier, remembering how Nicole had reacted even more to that than his licking. He then began to softly stroke the lynx's clit, causing Nicole to tense up as she felt her orgasm rapidly approach.

"Oh god Tails! I-I can't stop it...I-I'm gonna...CUM!!!" she cried as her climax hit her full force as Tails still licked away at Nicole's pussy, trying to lap up as much of the juice as he could as the lynx bucked her hips against his mouth. Finally, after what seemed like an eternity to Nicole, she finally came back down from her orgasm. Tails lifted his head from between Nicole's legs, looking up at her as she lay on his bed basking in her afterglow. Her face was completely flushed, her breathing almost erratic as she tried to calm back down.

"Did I do a good job?" asked Tails. Nicole laughed lightly as Tails moved up to the head of the bed to sit next to her.

"Tails, that was an excellent job," she said. Tails smiled happily, his twin tails swishing behind him in glee.

"So, does that mean we mated?" he asked. Nicole shook her head.

"No. What we just did is called foreplay. It's usually what you do before you mate," she said. Tails eyes widened in stunned disbelief.

"You mean there's more?" he asked.

"Yes. We actually have to have sex in order to mate," she said as she sat up. "Now then, you remember that this whole ordeal is just between the two of us, right?"

"Uh huh," said Tails.

"Okay. Now then," she said as she lifted him on top of her. "Are you ready for the final part?" Tails nodded excitedly. Nicole then reached down and took hold of Tails once again erect cock, guiding it between her legs. She felt the tip rub against her pussy, causing her to sigh a little at the feeling. She suddenly realized that this would also be her first time with a male before. That thought alone was nearly enough to send her over the edge again. Slowly, she pressed Tails cock into her pussy, both of them moaning softly as she did so. Nicole then released him, allowing him to go at his own pace. Tails immediately began to thrust his cock in and out of the lynx, both of them letting out a steadily growing chorus of moans.

"Nicole...I have...to know...what it...feels like...from your side..." said Tails as he pounded away at Nicole's pussy. The lynx tried her best to answer, fighting down the feelings she felt just long enough to answer him.

"It's...pretty much...indescribable," she panted as Tails started to speed up. He then leaned lowered his head, taking her left nipple back into his mouth as he licked and sucked on it for all it was worth. Nicole gasped loudly as she felt his mouth engulf her nipple again. She could feel another climax fast approaching. She also knew that she wanted to reach it before Tails did so that he could enjoy the feeling of her pussy squeezing his cock. But she didn't know what else to do to speed along the process. However, that problem was taken care of the instance she felt Tails' cock rub against a patch of different textured flesh inside her pussy. "Oh Tails!!! Oh god TAILS!!!" she cried as the stimulation to her G-spot sent her over the edge a second time, causing her pussy to contract around Tails.

"Oh Nicole!!! I-I think I-I'm gonna..." the young fox cried as he felt a splash of liquid followed by an intense squeeze against his cock, pushing him over the edge too as he squirted his cum inside the lynx's pussy. He then collapsed on top of Nicole, all of his energy drained from the night's activities.

"That was...simply incredible," whispered Nicole as Tails weakly raised his head to look her in the eyes, a smile plastered across his face. She then planted a kiss on his nose just before the young fox dozed off. Nicole carefully rolled him off of her and onto the bed, covering him up as she gave him another kiss on his forehead. "I hope that you learned what you were hoping to find out," she whispered before teleporting from the room, leaving the two-tailed fox alone with whatever he was dreaming.