Starfox: Needin' Some Lovin' Ch 3

Story by EmperorStarscream on SoFurry

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#3 of Needin' Some Lovin'

Takes place after Starfox Command. Fox's heart has been broken by Krystal, and Katt has run out of patients for Falco. So Katt takes Fox to a club to try to get both their minds off their love troubles. Then something happens neither of them ever expected.


Needin' Some Lovin' Ch 3

Fox had no luck finding work for his team. He also made reservations at a nice restaurant, and ordered new supplies for the Great Fox, which was currently in dry-dock in orbit. In the after noon, he went back to his place and got ready for his date with Katt. He cleaned up, combed his fur, and put on his nice clothes and cologne. On the way to her place, he stopped by a flower shop and bought a bouquet to give to her.

When he stopped by Katt's apartment at six to pick her up and knocked on her door, she looked at him in confusion when she opened the door and saw him. He was also surprised to see she was dressed in her usual rugged shorts and top.

"Wow! You're really dressed sharp," she said staring at his nice clothes and bouquet.

"Well, yeah. We're going out to dinner," he reminded her.

Her eyes widened. "Are we going someplace fancy?" she asked. "I thought we were just going some place... average. You know?"

"Well, yeah. I made reservations..." Fox could see she was not ready at all. She even had a smeer of oil on her cheek, so he guessed she had been messing with her ship today.

"I'm sorry," she said. "I didn't know we were going someplace fancy."

"Its alright," said Fox, not wanting her to worry. "I can cancel the reservations and we can go someplace you want."

"No," said Katt. "I can get ready real quick. I'm sure I can find something nice to wear." She wasn't sure why she hadn't been expecting Fox to take her someplace nice. To be honest, she had never been taken out on a date someplace fancy before. The guys she had been with in the past hadn't exactly been gentlemen. But she should have known that Fox would be different. She was looking forward to what Fox had planned for her.

She took the bouquet from Fox, not used to such a romantic gesture, and let Fox into her apartment, smelling the flowers as she did. They smelled nice. She laid them down on the kitchen table and went to her room to change.

Fox waited patently for Katt to get ready. He hoped she wouldn't be too long so they wouldn't miss their reservations.

After about ten minutes Katt reemerged. Fox looked at her and his jaw dropped. She was now wearing a light sky blue dress and matching high heals. She had brushed her fur and cleaned the grease off of her cheek. She looked stunning. Fox hardly recognized her.

"How do I look?" she asked.

"You're gorgeous!" he exclaimed.

She smiled. "I forgot I even had this dress. It was buried pretty deep in my closet. I can't even remember when I got it. Could you zip me up in the back?" she turned around and reviled the back of her dress was unzipped. Fox walked over to her and zipped her dress up.

"Thank you," she said. "Well, lets go."

"Right," said Fox, remembering they had to make it to the restaurant in time.

Fox took them to the Café Imperial, a local fine dinning restaurant that he heard had gotten very good reviews. When they arrived at the place, it did not disappoint. Smooth jazz music hit their ears the moment they walked in through the front doors. The place was aglow with soft golden light that illuminated the many rows of tables about the place, around which waiters and waitresses were hurrying about.

Fox and Katt were taken to their table and they ordered. Fox had the rabbit stew, and Katt had the fried fish.

"Wow!" Katt exclaimed, looking around the place while they waited for their meals. "I've never been to anyplace so fancy. I kind of feel a little out of place here." She gestured to the silverware in front of her. "I mean, who needs THIS many forks, knives, and spoons for one meal?" she chuckled.

Fox had to agree with her. "I know one's for the salad, and one's for soup, and one's for the main mean, but I have no idea what the rest are for."

"Well anyway, its nice to be treated like a lady for a change," she said flirtatiously to him, taking a sip of her wine.

Their meals arrived and they began eating. As they ate, they talked more, getting to know each other more. They told each other about their days. Like Fox had guessed, Katt had been tinkering with her ship today, as well as also looking for work like he had. And just like him, she had also been unsuccessful. Eventually, they started talking about their past relationships.

Fox told Katt that before Krystal he had dated Fara Phoenix, however things didn't work out between them. So they had decided to end their relationship, but still remain good friends. Last he had heard, Fara had married Bill Grey, another old friend of his who was also serving in the military. Then he told Katt about Miyu and Fay. He had had a bit of a crush on Fay until he found out her and Miyu were lesbians. They didn't stay too long on the team.

Katt had had a few flings before in her past here and there, but none of them had been serious.

"I have a question," said Fox. "Why did you recently change your fur color to black for a while?" He had been curious about that since, other then that brief period, she had always had pink fur.

Katt's expression fell and she looked down at her plate. "Promise me you won't laugh," she said, indicating this was apparently something she was embarrassed of.

"I promise," he said.

Katt sighed. "I changed my fur color because I thought it might make Falco... like me more. I thought if he thought I was 'cool' then he might want to date me." This was something Katt was ashamed of herself for. She had changed her appearance to try and get a guy to like her.

"But Katt," said Fox. "You ARE cool. You're probably the coolest girl I've ever met."

She smiled at him. "Well, anyway, after it didn't work, I changed my fur back to pink, just the way I like it."

"I like it too," Fox said. "It suits you."

"Thank you," said Katt. "I got the stupid idea to change my fur color after I watched Grease, that part where Sandy changes her appearance to get with Danny."

Suddenly, Fox burst out laughing.

Katt glared at him in annoyance, and after a few seconds she kicked him hard in his shin underneath the table.

"Ow!" Fox winced, instantly stopping his laugher.

"You promised you wouldn't laugh!" Katt snapped at him. Around them, people at other tables were beginning to stare.

"I wasn't laughing at you!" Fox said defensively. "I was laughing because you put the image in my head of Falco singing and dancing to 'You're The One That I want'."

Katt now also couldn't help but picture that in her head, and she too burst out laughing. The idea of Falco singing and dancing to anything was hilarious enough; let alone that famous song from Grease.

"Sorry I kicked you," she said.

"I'll survive," he joked. Though, seriously, it had really hurt.

Just then, Fox heard a familiar voice say his name. "Fox?!"

Fox and Katt looked up to see none other than Bill Grey and Fara Phoenix, although Fox supposed it was now Fara Grey, approaching their table. They were both dressed up nicely and Fox figured they had come here for dinner same as him and Katt. And it did not take Fox long to notice the large bulge in Fara's belly, and his eyes widened. She was pregnant!

"Hey, Fox! How's it going?" asked Bill.

"Bill! Fara! It's great to see you!" Fox said.

"It's great to see you too," said Fara.

"So who's your lady friend?" Bill asked, looking over at Katt. "Wait! Katt?!" He recognized her from back when they had fought Andross the first time. They had only met briefly back then.

"Hello, Bill," said Katt. "Long time no see."

"You know her?" Fara asked Bill.

Fox and Bill realized Fara had never met Katt before.

"Fara, this is Katt," Fox said. "Katt, this is Fara."

"Nice to meet you," Fara said extending a hand for Katt to shake.

"Nice to meet you too," said Katt, shaking the fennec vixen's hand. "We were just talking about you two."

"Really?" Fara said with intrigue.

"Yeah," said Fox. "So... it looks like you two are gonna be parents soon." He looked back down at Fara's pregnant belly.

"Yeah," Fara said, rubbing her belly happily with her hands. "I'm due in a couple months."

"I can't believe I'm gonna be a father, Fox," said Bill, wrapping his arm around Fara's shoulders.

"Do you know if it's going to be a boy or a girl?" asked Katt.

"We want it to be a surprise," said Fara.

"I hope it's a girl," said Katt.

Then something occurred to Fox. "How are you two going to have a kid while you're both in the military?"

Bill and Fara looked at each other and then back at Fox.

"We've actually been talking about that a lot ourselves," Fara said.

Bill nodded. "We weren't planning to have kids just yet, but..." he looked down at Fara's belly, "fate had other plans."

"Oh," said Fox and Katt, Katt glad that she was currently on the pill.

"But we're going to make it work," said Fara confidently, "no matter what we have to do. We know its not going to be easy, being parents AND serving in the military..."

"But we love each other," said Bill, "and we'll do whatever we have to to make it work."

Fara and Bill soon went back to their own table to order their dinner. Fox was amazed that Fara and Bill were actually going to try to have a kid while they both still had their carriers in the military. Honestly, he couldn't see how it could work. So many things could go wrong, yet they were still going through with it. He hoped the best for them though.

After dinner, Fox and Katt went back to Katt's apartment, though not before quickly going shopping so that Katt could buy a new engine piece for her ship that she really wanted.

When they got back to Katt's place, Katt wasted no time pulling Fox into her apartment and started to make out with him. They quickly pulled each other's clothes off as they made their way into Katt's bedroom, Katt fumbling with Fox's belt and pants, and Fox unzipping the back of Katt's dress and lifting it off her, tossing it onto the floor along with the rest of their clothes.

As soon as they were both completely naked, Katt pushed Fox backwards onto her bed and proceeded to crawl over top of him. She looked down at his already erect penis and greedily dove down to it, grabbing it and slowly licking up along its length, enjoying the musky taste and smell. Fox moaned happily as she took his member into her mouth and began bobbing her head up and down. Fox enjoyed to feeling of his cock inside Katt's tight mouth. Katt certainly knew how to suck a cock, the way she moved her tongue on it was heavenly, and she took him in all the way to his hilt, suppressing her gag reflex to do so.

Fox wanted to give Katt pleasure to, so he got an idea. "Turn around," he said to Katt. "I wanna give you some pleasure too."

Katt smiled around his dick, instantly knowing what he wanted. She got up and turned herself around so that her rear was over Fox's face, and her head was over his cock. Now in the sixty-nine position, Katt went back to work on sucking Fox's cock, while Fox pulled Katt's hips down with his hands, and leaned up and give her moist pussy folds a nice hard lick, starting at her clit, and ending just before her anis.

Katt instantly released Fox's cock again and let out a sharp moan and shudder. Fox happily continued to lick her folds again and again while Katt got back to work on Fox's cock, continuing her pleasured moans and whimpers. As she sucked him, she fondled and caressed his testacies in one of her hands.

Fox dipped his tongue inside Katt's pussy and began swirling it around her inner walls.

"Oh, yeah! Right there!" Katt moaned as she briefly lifted her head off his cock before locking her lips around it once again.

Fox could feel himself about to cum soon under Katt's ministrations. "I'm gonna cum," he warned Katt. As he expected, she continued to suck him harder and faster. Determined to make her cum as well, Fox brought one of his hands down to Katt's pussy under where he was eating her out and began vigorously rubbing her clit with his fingers.

That immediately got a reaction out of her as she began moaning loudly and uncontrollably around his cock.

Katt swiftly came, her juices squirting all over Fox's muzzle as she cried out in bliss. It did not take Fox long to cum after that. "I'm cumming!" he moaned as he began shooting his load all into Katt's mouth, which she happily gulped down.

After a few moments, Katt got up and turned around, straddling Fox's waist. Her soaked pussy was resting right on top of Fox's now flaccid member. Smiling down at him sexily, she began grinding her wet sex against his limp cock, quickly springing it back to rock hardness and making Fox groan in anticipation for more.

Finally, Katt lifted herself up and reached down and grabbed Fox's erection, lining it up with her entrance. Then, she brought herself down, both of them letting out a moan as she slowly impaled herself on him, taking him in all the way to the hilt.

Katt began riding Fox, hopping up and down and grinding on his dick. Fox grabbed Katt's hips and began thrusting his hips up into her also, adding to both their pleasure.

"Ooooohhhh fuck, Fox!" Katt moaned.

Fox looked up at Katt's big beautiful breasts bouncing right in front of his face, as if inviting him. He leaned up and locked his mouth around one of her nipples, sucking and licking at it. Katt moaned at the added pleasure wrapping one of her hands around his head while she kept the other on his shoulder to support her while she continued to move on him. After a short while, Fox switched to her other nipple.

After several minutes of this, Katt cried out as she came, and then Fox came a few moments after. Katt collapsed on top of Fox, both of them panting in the afterglow of their lovemaking, their fur matted with sweat. They looked at each other, both of them smiling happily, and locked lips again, sharing a long, passionate, loving kiss between them.

"Oh, Fox," Katt said after they broke the kiss. "This is the happiest I've been in a long time."

"Me too," said Fox, gazing back into her blue eyes. It truly was. After Krystal, Fox had honestly felt like he would never be happy again. He supposed it was true what they said. There are plenty of fish in the sea, and time heals all wounds.

And it was true for Katt as well. She felt so foolish now for spending so many years trying to get the attention of a guy who had no interest in her when she could have been with a guy who actually loved her back.

Katt eventually rolled off of Fox and they snuggled up together in her bed, soon falling asleep in each other's arms for a second night.