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"Come on, Tails! You gotta keep up, bud!"

Sonic grinned at Tails as the two ran through Green Hill Zone. Tails, using his twin tails as a speed boost, tried his best to keep up with Sonic. The friends were exploring the zone during a vacation, finally getting away from fighting Dr. Eggman long enough to enjoy themselves. With Tails having never been to Green Hill, Sonic decided it was a great first stop.

"I'm trying, Sonic!" Tails yelled from behind the blue hedgehog, gradually getting closer to him as they continued running. "This place is so cool! I wish I could've come with you back then!" Before Sonic and Tails met, Sonic had traveled through Green Hill during his first fight against Dr. Eggman, or as he had been known at that time, Dr. Robotnik.

"Yeah, it would've been way easier with you by my side!" Sonic smiled at Tails while keeping up his run. "Maybe next time we'll--whoa!" Sonic was cut off by his path coming to a quick stop; the bridge in front of him was broken. Tails, not having enough time to react, ran into Sonic hard from behind. Luckily, Sonic wasn't pushed off the ledge. "Good thing we stopped." Sonic said. He turned to Tails, who was trying to regain his balance from dizziness; slamming into Sonic while in mid-run took the breath out of him.

"Yeah, good thing we found all these stars ..." Tails muttered, seeing stars spinning around his head from his dizzy spell. Sonic chuckled at this and watched Tails in amusement. Before he could make a comment, Sonic heard something quite unexpected: Knuckles's voice.

"Ah, yeah ... just like that!" Knuckles said. Sonic couldn't tell where his friend was, but the voice didn't sound too far off. He looked around, seeing nothing but a large rock nearby ... with Rouge in front of it. Sonic blinked, making sure he was seeing correctly; he had no idea how he missed Rouge clearly in front of him. Tails, who had finally come to his senses, was watching Rouge too -- her head was moving back and forth, but neither Sonic or Tails could tell why from their distance. Silently, the two slowly crept closer to their fembat friend, keeping an eye on her in case she noticed them.

Peering around Rouge, Sonic saw that Knuckles was sitting in front of her. They weren't having an argument for once; instead, Knuckles had a thick, throbbing red erection sticking out between his legs, and Rouge's head was bobbing up and down on it. Knuckles's hands were gripping the rock he was sitting on, and it was beginning to crumble from his strength. Sonic grabbed Tails's arm and the two darted behind a bush, staying quiet to get a better look. Rouge was topless, pressing her huge breasts around Knuckles's erection, moving them up and down on it while her mouth moved. Her skin-tight black pants looked to be struggling to hold her large, supple ass that stuck out as she moved.

Whenever Rouge couldn't move her breasts up Knuckles's entire long shaft, her wings would flutter only slightly, carrying her body up to allow her more room. When she hovered just over the ground, she swirled her tongue around the head of Knuckles's erection, getting another moan from him as he closed his eyes.

Sonic looked at Tails; it was clear that the fox's eyes were glued to Rouge's breasts. Sonic himself was more surprised that his friends were doing this more than he was about seeing Rouge's bare chest, but he had to admit that she did look amazing, and quite attractive as well -- as a hero, though, Sonic never had time for romance or anything of the sort. He enjoyed having freedom to explore the world rather than be tied down to a single girl. He wished Amy would understand this.

Meanwhile, Knuckles and Rouge, who had yet to notice they were being watched, continued their act. Rouge's head bobbed faster on Knuckles, pushing her breasts around his shaft as she moved them up and down the entire length.

"Yeah, suck that big red cock, you slutty thief ..." Knuckles moaned. He placed a gloved hand on Rouge's head, and moved her back and forth at a slow, steady pace. Rather than move as fast as she could, Rouge allowed Knuckles to guide her, and moved her tongue around the underside of his cock. She felt it throb in her mouth as Knuckles face-fucked her, not seeming to care if she enjoyed it or could even breathe. Luckily, Knuckles was nowhere near the first time that Rouge had taken a cock into her mouth, and he certainly wouldn't be the last -- especially since she had a meeting with the G.U.N. boss later in the week and was in talks for a pay raise.

Rouge looked up at Knuckles, and their eyes met. He moved his hand away and she pulled back, making a 'pop!' sound when her mouth left the head of his cock. A strand of saliva connected them for a brief moment.

"I would say that I'll ride your dick now, but I believe we have an audience." Rouge said. Knuckles's eyes widened and he frantically looked around.

"Where? We came here to get away from everyone!" He complained. "Who would be hiding out around here? Is it Eggman jerking off again? Come out here, you fat lonely fuck!" Knuckles yelled, shaking his fist in the air.

Tails's eyes widened from Knuckles's swearing, but Sonic just grinned. He looked at Tails and motioned forward.

"Think we should show ourselves, little bro?" Sonic asked. Tails was trembling in fear, and slowly shook his head; he was scared of Knuckles's reaction to know they had been watching him. Sonic reached over and patted Tails on the head, seeing his look of fear quickly turn into a relaxed expression. "It'll be cool, bud. Knuckles would never go that crazy on us." Sonic reassured him. "Come on, let's pay ol' knucklehead a visit."

When Sonic and a still-scared Tails stepped out of their hiding shrub, the look on Knuckles's face was enough to make Sonic fall over in laughter. Rouge had a smirk on her face when she saw Sonic and Tails appear, and licked her lips and winked at Tails. Seeing the little orange fox's eyes fixated on her breasts amused Rouge; Tails would be even easier than Knuckles to wrap around her finger. Fortunately for her, Tails somehow hadn't noticed his own erection beginning to appear between his legs.

"Hello there, boys!" Rouge greeted the two as Sonic walked over, pulling Tails along behind him. "What brings you two handsome devils to this neck of the zone?"

"Well, we were having a little vacation from Eggman, but then we ran into your show here." Sonic explained with his usual sly grin on his face. "Are you charging for tickets, or should we leave you lovebirds alone?"

"You can go away! We're busy here!" Knuckles yelled at him, clenching a fist and shaking it at the blue hedgehog. "I didn't ask for anyone to watch!"

"Oh come on now!" Rouge protested, looking up at Knuckles. She winked at him, but her charms were no longer too effective on the echidna. "The more the merrier, right? I'm sure big blue over there could use a little bit of relaxation. Or does someone not like to share?" While she spoke, Rouge had taken Knuckles's still-erect cock in her right hand and started to furiously pump back and forth. Knuckles closed his eyes once again, but shook his head.

"N-Nah, I don't need an audience!" He argued. "Sonic, you guys should get out of here. W-We'll ... ah, damn, Rouge ... we'll meet up in Station Square l-later!"

"I think we'll take the nice lady up on her offer, won't we, Tails?" Sonic grinned and turned to look at Tails, whose shyness and nervous expression had turned to a very excited look. He furiously nodded in agreement and Sonic looked away at the long, throbbing pink cock that had popped out of Tails at the sheer mention of sex with Rouge. Sonic's own cock had started to make an appearance as well, but the heroic hedgehog had some modesty and kept himself out of his friend's view.

Rouge, on the other hand, was more than happy to get a good look at both boys. She turned away from Knuckles and faced Tails, taking her massive breasts in her hands and giving Tails a seductive wink. "Look all you like, fox boy." Rouge teased, squeezing her breasts for the staring fox. "You can touch them, too."

Before Sonic could make a comment, Tails was in front of Rouge and groping her breasts. Both he and Rouge seemed to ignore the irritated Knuckles sitting on the rock; Tails's gloved hands were squeezing Rouge's huge tits and rubbing them while his cock started to stand more and more at attention with each passing second. Rouge didn't fail to notice this, starting to give Tails a slow handjob while he groped her chest. A spurt of pre-cum shot out of Tails's dick and landed on Rouge's rack, running down her breasts as she continued pumping her hand. Tails moaned a bit too loudly, ignoring his friends around him; his mind was nothing but Rouge's huge boobs that he had masturbated about since the day they met.

"Hey bud, don't hog her attention!" Sonic said, stepping up next to him. "You can have all the fun you want, but make some room!" Tails grunted in response. Sonic was more surprised than disturbed at his friend's feral reply, but shook it off; he was more focused on enjoying the offering in front of him. Rouge lay back against the rock, with her head resting between Knuckles's legs -- Tails walked forward along with her, keeping his hands on her breasts. Sonic stood at Rouge's side, holding his throbbing, thick, flesh-colored cock in his gloved hand and guiding it towards Rouge's open, waiting mouth. He pushed his cock inside and Rouge took no time in beginning to suck him off, bobbing her head faster than she had with Knuckles. "Oh, yeah! Feels pretty good!" Sonic praised, giving her a thumbs-up.

The trio were clearly making Knuckles more angry by the second, which Sonic loved.

"You guys are jerks!" Knuckles complained, sliding off of the rock and standing at Rouge's side opposite Sonic. "I was here first!" Knuckles took his own cock in his hand and tried to move it towards Rouge's mouth, but as she was preoccupied with Sonic, he only poked her cheek. This didn't stop Knuckles for some reason, as he continued to just hit Rouge's cheek with his cock again and again. Rouge ignored him, but after Knuckles started to cockslap her face while she tried to pleasure Sonic, Rouge finally couldn't take any more of him.

"BOYS!" Rouge yelled, pulling her mouth away from Sonic's cock. Sonic and Knuckles froze in place, and Tails's hands, while still on Rouge's tits, ceased moving. Rouge sighed and shook her head. "If we're going to do this, let's at least do it properly."

"The lady's got a point." Sonic nodded. "Let's get her comfortable." Rouge started to push her skin-tight pants down her body, pulling off her boots and laying the rest of her clothing aside on the grass, tossing her long-abandoned heart-shaped top next to them.

"Finally." Rouge smiled. She sat on the large rock and lay down on it, opening her legs and giving Sonic a wink. "You're first, blue boy. Have at me."

"Yes ma'am." Sonic grinned and nodded, walking towards her. The jealous look on Knuckles's face made him chuckle. "Don't worry, Knucklehead. I won't wear her out TOO much." Sonic said. Knuckles just groaned in frustration. Sonic took his own cock in hand and stood over Rouge, slowly positioning himself before gently pushing inside.

"Not bad, big blue!" Rouge exclaimed, feeling Sonic enter her. Sonic chuckled at the compliment and reached out, holding on to Rouge's sides with his gloved hands. With one look in her eyes and a nod of approval, Sonic started to thrust forward inside. Sonic's speed, surprising to Rouge, was slow and gentle; she could hear the faint sounds of his balls slapping against her. "That feels good ..." Rouge moaned quietly. She reached for her breasts and started to squeeze them in her hands, pinching and tugging on her erect nipples to pleasure herself. "Don't hold back ... your speed should be amazing for this."

"You asked for it!" Sonic replied. In the blink of an eye, Sonic was pushing his cock into Rouge faster than any guy she had ever been with before -- and by Rouge's reputation, this was an impressive feat -- and Rouge herself couldn't silence her voice. She tossed her head back and moaned louder with each passing second, complete with a glazed look in her eyes and her tongue hanging out of her mouth. Her arms were limp at her sides, letting her large breasts bounce freely from Sonic's influence; Sonic reached out and took Rouge's right breast in his hand, giving it a squeeze.

"Ah ... Ah ... I'm gonna cum!" Rouge shouted, moaning louder and louder with each thrust of Sonic's cock inside of her. "Don't stop! DON'T STOP!"

"What'll this be, the fifth time?" Sonic teased. "Come on, go ahead. I'm getting there, too!"

"Yes! Yes!" Rouge moaned, gripping the grass under her while her body was pushed forward at a blinding speed. "I'M CUMMING!" She yelled, collapsing on to the rock under her. Her juices squirted all over Sonic's cock as the hedgehog reached his limit as well -- with a groan, he shoved his entire cock inside of Rouge and felt it begin to throb, pumping out load after load of hot cum inside of her. The amount was so large than it was dripping out of her pussy in seconds, but Rouge didn't care. Of course, Rouge couldn't move, but she didn't care about that either. "Sonic ... you ..." Rouge breathed heavily, trying to tilt up her head to look at him. "You ... amazing ... fast ... incredible ..."

"Hey, you sound like my mirror in the morning." Sonic grinned. Rouge looked at him with a smile, amused by his ego.

"You're a charmer, Mr. Hedgehog." Rouge replied with a smirk. She slowly sat up and looked over at Tails, who hadn't taken his eyes off Rouge's breasts the entire time. "You're up next, fox boy." Rouge motioned him forward with a finger. Tails' two tails stood on end from excitement, along with his lightly-throbbing cock. When Sonic turned to walk away, Tails instantly took his place. Moments later, Tails had pushed his cock inside with surprisingly little help from Rouge.

It was just minutes later that Tails proved he was a very quick learner.

"This feels so good!" Tails exclaimed, spinning his twin tails incredibly fast as he pumped his cock into Rouge, thrusting faster and faster as his helicopter tails continued to twirl, enough to take him barely off the ground. As Rouge expected, Tails's hands were on her breasts, squeezing and groping them with his un-gloved, orange-furred hands. Feeling Rouge's warm, soft breasts in his hands aroused Tails even further, and soon his thrusting speed was fast enough that Rouge thought he could rival Sonic's.

Of course, being the inexperienced lover he was, Tails clearly wasn't going to last long -- not that it bothered Rouge. Thanks to Tails's energy, excitement, and arousal, the little fox had already drove Rouge to two orgasms, while Tails himself had already unloaded a few bursts of cum inside of her but continued on, slamming his cock inside like they had just started.

"Don't stop, fox boy! Don't you DARE stop!" Rouge commanded. Feeling Tails's soft, furry hands on her breasts was starting to make her feel aroused all over again, and his thick, throbbing cock pushing inside of her with the help of a propeller's push made Rouge's entire body bounce forward with each thrust. Tails had no intention of stopping; that would mean he would have to finish fondling Rouge's tits, or so Rouge figured. Without so much as a grunt, Rouge felt Tails's cum shoot into her once again -- she looked up to see Tails gritting his teeth, but continuing to thrust without so much as a pause. After another two ropes of cum were shot inside of her, Tails's orgasm subsided and he continued to thrust, ignoring that filling her with his cum had driven Rouge to another orgasm, causing her to shiver and moan out loudly while Tails continued to fuck her without hesitation.

"I .. this feels so good ... I'm gonna again ...!" Despite his drive to continue, after another rope of cum inside of Rouge, Tails pulled his cock out of her. Rouge smiled and winked at him, giving him quiet praise; Tails blushed and nodded at her, stepping aside. Knuckles walked up in front of Rouge, stretching out his arms and reaching for her with a grin on his face. Sonic walked up to his red-furred rival with one of his signature sly smirks on his face.

"Go on, Knucklehead! Show us how it's done!" Sonic teased, patting Knuckles on the shoulder. Knuckles groaned and swatted Sonic's arm away, glaring at him -- while being so focused on his blue rival, Knuckles failed to notice that Rouge was once again in front of him, on her knees. Just as Sonic and Tails had found them earlier, Rouge's head was bobbing back and forth on Knuckles cock at an increasingly fast pace. The feeling of Rouge's mouth snapped Knuckles back to reality, making him place a hand on her head without a second thought.

"That's more like it, baby ...!" Knuckles groaned, thrusting his hips and pushing his cock deeper into Rouge's mouth. Rouge seemed to have no problem -- or gag reflex, for that matter -- and started sucking rougher on Knuckles's erect cock, bobbing her head even faster when he started to guide her. Knuckles continued to groan and grunt in pleasure as Rouge pleasured him, but this didn't last long; while Rouge kept sucking his cock, Knuckles couldn't help but focus his attention on Sonic and Tails, who were doing their best to taunt him.

"Must be a nice change from humping the Master Emerald, eh Knux?" Sonic asked. He started to hump the air, waving a hand to slap the 'Master Emerald' in front of him. "It's so hard and so mystical!"

"Shut up!" Knuckles snapped at him. "That was just the one time!" He blushed when he processed his own words, and resumed fucking Rouge's face as fast as he could, trying to distract himself with her mouth and ignore his friends. While Sonic laughed at Knuckles's embarassment, Tails was moving a hand in front of his crotch, imitating Knuckles's motions, and putting on the most ridiculous 'orgasm' faces that he could. Knuckles growled, and Tails laughed a bit at his frustration.

"That explains why you're so protective of that emerald." Rouge commented, having pulled her head back and pumping her hand on Knuckles's cock. "I didn't know you already had a girlfriend. Is she okay with you cheating on her like this?"

Sonic and Tails both fell over in laughter at Rouge's joke, and Rouge herself chuckled at Knuckles's furious expression. With his impressive strength, Knuckles pushed Rouge down on the grass in front of him, and fell to his knees. Taking both of her ankles into his hands, he pushed the bat woman's legs apart and looked into her eyes; instead of fear, Rouge winked at him and licked her lips. Knowing his anger didn't intimidate Rouge at all didn't help his mood -- without a second thought for her permission, Knuckles slammed his cock inside of Rouge, and started to furiously pound away at her.

"That's more like it!" Rouge moaned, tossing her head back. Knuckles watched as her huge breasts bounced from his pushing, and reached out to grope one of them. Rouge smirked; all three of the boys had been fascinated with her big tits, but it's not like they weren't how she got what she wanted, anyway. "Keep going! Fuck me hard!" Rouge moaned, wrapping her legs around Knuckles's waist. The echidna grinned and nodded at her request, moving his hand from her chest back to her ankles, spreading her legs wider as he slammed his cock inside of her as fast as he could, grunting in pleasure and feeling sweat trickle down his face.

"Come on boys, join the party! Muscles over here could use the help!" Rouge teased, winking at Knuckles. Knuckles glared at her and grit his teeth, furiously and forcefully slamming his cock inside of Rouge as fast that he could muster. Rouge's moans turned to surprised, pleasured yelling from Knuckles's anger-powered energy, but that didn't stop Sonic and Tails from taking their places at Rouge's sides. With trembling hands, Rouge reached out and took the hedgehog's and fox's cocks in both hands, pumping back and forth as she looked from Sonic to Tails; both of them had their eyes closed, looking very satisfied as Rouge's hands sped up. Combined with Knuckles shoving inside of her with as much power as one of his best punches, Rouge was started to become a bit exhausted herself -- she had lost count of her orgasms, and before she could give it a second thought, Tails let out a moan and ropes of cum shot from his cock and coated Rouge's face.

Rouge leaned up and swirled her tongue around Tails's cock head, cleaning him completely while Tails shivered in delight. Just as soon as she pulled back, she heard a groan from Sonic, and the other side of her face soon felt warm from hedgehog cum running through her white fur. Sonic rest a hand on her head as he finished cumming, a few stray spurts landing on Rouge's mouth, which she licked up. When Sonic and Tails stepped back, satisfied, Knuckles's long-brewing orgasm had finally hit, and he let out the loudest, most lust-filled groan that Rouge had ever heard, blasting cum into her pussy with wild, hard slams.

"Ah, fuck! That's it! YES!" Rouge shouted, squeezing Knuckles's waist with her legs. "I'M CUMMING!" Rouge yelled, squirting her juices all over Knuckles's cock as it continued to fill her with his seed, her pussy leaking the white semen as soon as Knuckles would shoot it inside. Knuckles soon pulled back, pumping his cock with his hand and firing the remainder of his load on Rouge's breasts, on her nipples, and down her stomach.

Sonic, Tails, and Knuckles all looked at one another, silent. Sonic nodded and he and Tails turned around to take their leave, with Sonic waving at Knuckles as they walked. Knuckles looked down at Rouge, who was panting in exhaustion, covered in cum, and still had cum leaking out of her. Her tongue hung out of her mouth as she tried to catch her breath. Knuckles crossed his arms and looked at her, seeing Rouge struggle to turn her head and face him.

"I told you." Knuckles said. Rouge nodded, closing her eyes and continuing to pant. "I told you that Sonic and Tails aren't gay."