William sighs softly, seated behind the counter at his shop with his cheek rested in his palm, elbow next to the keyboard. He blankly stared at the screen with lidded eyes, looking...quite bored, honestly. He had a sub-par cartoon playing in the background as he took his time to go through numbers - making sure his actual stock matched the inventory online, checked pricing, placed orders, and paid bills. All the oh-so-fun aspects of business.

The raccoon glances at the large glass windows that made up the storefront; not a lot of foot traffic today, and not a soul inside either. Tuesday afternoons were usually fairly slow, but normally there were at least a couple folks who dropped in, either to look at older releases of comics, cards, and such or just to use the place as a hang out. Today, though, was just one of those days. He pauses, then checks his phone, hoping to see if there was a text from Cassie, Ellyn, or even XX. The first two were likely too busy with schoolwork - the school year having only started a couple months ago - and XX was out of town.

Nada.

Will sighs again, then takes a drink from his bottle - finishing off his flavored sparkling water. Pineapple coconut; pretty good, but boy did his miss his root beer and Fanta. Doctor's orders, though. He grunts, climbing off the stool to stretch his legs. And then it hits him. ...well, good thing the store was empty. He moves around the counter and to near the back of the store, moving into the restroom and lazily pushing the door behind him - accidentally leaving it ajar as he went into the small room. The chubby raccoon thumbs through videos as he unzips with his free hand, looking for entertainment as he relieved himself.
The show he'd left on on the counter PC was still playing, the opening of the door masked by it's admittedly catchy and rather bombastic intro sequence. Lee - a red panda boy who looked no older than eight, maybe nine - slipped into the store, looking around. "...hello?" He paused, his large ears perking as he heard a phone speaker and the sound of running water. The red panda dashed over gently, noticing the door ajar! He pauses, biting his lip a bit as curiosity got the best of him - the boy gently nudging the door open more.

Will was shaking himself off and putting himself away when the boy had made his attempt - depriving him of a good view. However, the door's inevitable creaking certainly got the older male's attention - the raccoon flinching and snapping his gaze to meet the red panda's. "Wha- hey!" He shouts on instinct, quickly making his way to the door.

"Ahh! S-sorry! Th-the door was open and- I-I don't know!" The red panda flinched and recoiled as he was caught, his ears pinned back as he stumbled away. He bumps into a shelf, then turns on his heel, making a run for the door. At least until...

"Hey!"

Lee froze, whimpering softly a bit. His tail curled around his legs as he turned around, meekly fidgeting and looking down and away - trying not to meet the older male's gaze.

William sighed as he steps out, looking less angry and more spooked. He paused, staring at the boy for a bit...and then he found his eyes wandering. Those big, adorable ears with those white tufts. Those handsome face markings. That bushy red ringed tail. He chewed on the inside of his lip; the boy in front of him was a red panda. Oh boy. "...c'mere."

"I'm sorry, I-"

"Hey, hey!" William cuts the boy off, holding his hands up defensively. "Relax. I'm not mad, alright?" The raccoon pauses...then sighs, gesturing for the boy to follow him to one of the gaming tables. He pulls up a couple of chairs, having a seat in one and patting the other. "C'mere. What's your name?"
The red panda boy paused, a little surprised honestly. He...wasn't in trouble? He looks around the otherwise empty room, and figured he'd best keep the adult...well, not angry. He shyly moves over, still unable to really look at the adult he'd peeked at. "...L-Lee."

William smiled a little, giving a nod. "Well. It's nice to meet you, Lee." He pauses again, biting his lip as he thought for a moment, choosing his words very carefully. "...like I said, I'm not mad at you. You just surprised me." He starts, resting his hands on his lap. "...you're just curious, huh? When I was little-...well, I've always been a nerd. So I knew a lot about the body at a young age, and I'm not all uptight about body stuff like other grown-ups."

Lee blinks, turning to look up at William. "...R-really?" He asks, looking like he was about ready to cry. Oof. That hurt Will a bit!

"...yeah, really. In fact, you don't tell anyone about that, and it'll be our secret. Okay?"

"...oh? Okay." Well. That seemed like a simple enough offer. "Th-thank you, I-"

"Well." Will cuts the boy off. "I'm not done yet." He pauses, and looks around again. His heart was pounding in his chest, and he felt a knot in his throat. But...fuck it. There's Ellyn, Cassie, and Diana. May as well add a boy now! "...if you're really curious...you can see it, if you really want."

Lee's eyes went wide and his ears perked straight up. If he were to lose his fur right there, he'd still be red. "Wha-...r-...really?" He asked after a moment of hesitation, and still nervously."

"...yeah. But two rules." In for a penny, in for a pound. He'd made it this far, anyways. "One, you don't tell anyone, and I don't tell you've been peeking. And two..." The older raccoon couldn't help but smirk, his eyes tracing down - then he points a finger at Lee's lap. "....you have to show me your's first."

The red panda practically yipped and almost jumped in his seat, instinctively closing his thighs. "What?! Y-you wanna see my-?"

"Penis?" Will says bluntly, relaxing a bit. He found the red panda's sudden shyness...endearing, if anything. "Yes. You have to show me your's first. You were trying to look at mine after all, weren't you?" He loosely crosses his arms, looking down at the boy. "Your call. you don't have to - but either way, remember what I said. You don't tell..."

"...a-and you won't." Lee finished. He gulps down the knot in his throat; he was so nervous! But..it only was fair, right? And...he was a grown-up, so he knew better, right? if he was okay with it, then it was okay. Right? "...I-..." He pauses again. "...I-I wanna see it." He stands up, reaching for his own pants - only to be halted.

"Whoa whoa whoa!" Will throws his hands out, gesturing for Lee to stop. He sighs and chuckles, shaking his head as he stands up. "Wait here." The older male moves to the front of the store, turning off the main lights and putting up a sign - a vague 'emergency' sign, letting folks know the store might be closed for the rest of the day. He then moves behind his counter and locks the computer, and finally fetches his phone.

"Right then. Let's move to the back." He nods to the back - a few doors leading to small private rooms generally reserved for video games and RPGs. Will leads Lee to the door better hidden from the front, the room containing a few fold-up chairs, an old wooden coffee table, a TV stand with a TV and various old game consoles stuffed on and into it, and - most importantly - a cushy couch. He leads the boy in and closes the door, then moves to have a seat. "C'mere."

Lee obeyed the adult's directions, but he still felt nervous. And...excited? He fidgeted and stood in place, not wanting to mess with anything and sour the grown-up's mood. The red panda followed along, and was momentarily taken aback by the presence of all the games! But then his attention was taken by the raccoon again, the boy moving to the directed spot - standing right in front of Will.

"...Right then. This is it. Last chance to back out." Will says with a smirk. To prove he was serious, he leaned back and opened his fly right there, spreading it to show the green plaid boxers underneath. "But you first." He reminds, leaning forward. He grabs his phone, activating the camera app.

Lee hesitates...but takes a deep breath, wincing as he unzips his own fly. He closes his eyes tight as he reaches inside, fingers wiggling as he fished about....then got it. The red panda hesitates...but then finally finds his courage, tugging his young penis out. Small, obviously, and circumcised - leaving him with a nice prominent head. He commits, too - pulling the cloth back snug against him as he pushes his hips forward. "Th-there!"

Will smiles, leaning in and admiring the show. He recorded the whole thing up close - and even bit his bottom lip as that cute pink pecker was presented. He could already feel his own loins stirring further - already mildly excited at the prospect. While Will generally preferred girls...he was more than happy to see a handsome young cock in person.

"What were you so scared of? Afraid it was gonna fall off?" He teases, snickering a little. "I like you. Your penis looks great, Lee.~"

The red panda blinked his eyes open, face flushed a bit. "...R-really?" He slowly looks forward, letting it sink in that he was letting someone look at his privates. Another boy, too - and an older one! This was really weird, wasn't it? Still...the grown-ups know best, don't they? "...I...thank you." He smiles, a little bit of confidence growing in him.

"Well, promises are promises. C'mere."

Lee blinked, and did as instructed. He crouches down after another moment of hesitation as the adult raccoon leaned back, and then shamelessly reached in and pulled himself out. "Whoa!" His eyes went wide again at the sight. Very similar shape, and cut too - but a lot bigger around! Longer, too. ...and it was standing up a little? He stares, mouth slightly agape as William just relaxed.

"Tada. My dick, too. See?" He presses his index and middle fingers into his groin at either side of his shaft, wiggling it side to side to make it flop around - eliciting a small giggle from Lee, and leaving himself perked up a bit more. "Nothing wrong with it. All boys have these."

Lee relaxed a bit more, though he still felt...odd. "R-right." He blinks, watching how the adult's twitched and grew a little bigger. "...Why...why is your's-"

"Getting hard? I'm getting an erection. It means my dick likes you. Especially your's.~" Will teases, poking his tongue out a bit. "Can your's get hard, too?"

The red panda began to answer - but then paused. He thought about it for a moment, and then recalled catching his acting a little like that from time to time. "...I'm...not sure." He paused, feeling a little guilty now.

"...Well. Want to find out?"

Lee blinks, looking at William again.

"Stand up, and show it to me again."

The red panda paused, watching how the adult kept brushing and wiggling his own penis - and how it kept growing! He stared as it reached a full erection, Will pinning his groin back to show all six inches to the boy. Lee paused....then nodded, standing up.

"Right then. Just relax..." Still recording, he uses his free left hand to reach for Lee's cock. He gently scoops it up with his index and middle fingers, bouncing it up and down a bit. "So cute.~" Will then rotates his hand, and wraps the tips of all his fingers but his pinky around the base, gently tugging towards himself and letting the bare flesh on the insides of his fingers brush up to Lee's tip.

Lee gasps, his whole body freezing. His back arched, legs and buttocks tensed and tightened, and his tail was stiff save for the tip that wouldn't stop wiggling. A soft moan escapes the shivering boy as the adult kept repeating that motion. Little by little, the strokes seemed to last longer and longer. After what felt like an eternity, he snaps out of his haze enough to look down in a little bit of shock - and plenty of awe! Will's stroking had made his own penis grow, the tender virgin flesh standing at a good two, maybe two and a half inches. "Ahhhn - i-it's hard!"

"Mmmhm. And I love it.~" Will snickers, releasing Lee's penis. He gently presses the head down, then releases it - letting it spring and wobble in the air, causing the red panda to gasp. "Do you?"

"I-...y-yes!" He stammered out, pulling up the front of his shirt and pushing his hips out, admiring his own erection. He then eye's William's, pausing a bit. "...your's is a lot bigger..."

"Don't worry. Hell, you're as big as I was when I was your size, if not more. It'll get bigger when you're a teenager." he reaches out, gently flicking the boy's tip - causing him to gasp, then giggle! "...There's more we can do while it's like that, too."

"...l-like what?" Lee asks after a moment. He tried to think of what Will could've meant - but he drew a blank.

"Well...like this." Will feels more comfortable now, tugging his fly open wider. "C'mere.~" He reaches down, gently cupping Lee's rear. The red panda gasps and stumbles as he's pulled in, the older male scooting up and repositioning to get his tail between their legs - smacking against the red panda's shaft with his own in the process.

To Lee's shock and excitement, he soon found his much smaller cock pinned upwards by Will's - sighing softly as the two remained in such intimate contact. He shivered as the older male made his own dick twitch/throb on command, feeling the raccoon's warm, soft skin - and, faintly, his pulse - dominating his own.

"I just want you to pull your hips back..." He pushes Lee's hip back, letting his little bare knob drag down the underside of his own penis. "And then forward, nice..." He then pulls, the little red panda shivering from the sensation. "And slow. This is one of my favorite ways to play with older boys, and I think it'll be better with your's.~"

Lee panted softly, but regained some composure - nodding weakly. He felt...warm? Fuzzy, kinda floaty? He couldn't describe it, but all he knew is that he loved all the attention his little prick was receiving. He follows Will's instructions, clumsily drawing his hips back, his own length glancing off to the side before he pushes his hips forward. He whines as the adult lets out a soft moan, rocking his hips back and forth, just as instructed.

"Mnnnh. Just like that.~" Will watches with lidded eyes, maneuvering his own shaft by the base again to help re-align it, and letting Lee go of to the other side. "God dammit this is hot..." He thinks to himself, finding himself turned on by the situation as much as the contact. Hell, probably more! "Handsome little cock...~" He compliments, wiggling his dick side to side again - brushing and wiggling Lee's around in the process.

"Aahhhhn!" Lee pants, arching his back and almost squirming at the sensation. He felt a warm...pressure, or something, deep inside. Kinda like he had to pee, but...very different. He pants harder, deeper, and faster - then practically squeals, his narrow hips jerking as he reached an orgasm! He thrusts wildly and clumsily, grinding his cock all over the underside and sides of Will's, twitching and throbbing in the air without a drop of "production" on his part.

"Oh, this is gonna be fun." Will thinks, chewing his lip and moaning. "Mnnnh. You're doing a great job, Lee...~" He encourages the panda, gripping his rear to hold him steady. He rocks and rolls his own hips, the red panda squealing out in sensory overload as Will rubbed the underside of his glans up and down over the boy's penis.
"Ahhn! I- ahhhn~!" Lee's prolonged dry orgasm had the boy quivering, and his first partner really seemed to like that. He began to say something, but then gasps as Will rolls! Lee found himself on his back on the couch, the older male on his knees over him.

Keeping Lee on the couch, Will smirked - shifting his knees apart to pin the boy's legs under his thighs, and pinning that little dick down again. "That's one. Let's see how many you can have before I go.~" He sighs with a soft shudder as well, starting to rock and roll his hips - dominating that cute little rod with his own, moaning out as he rubbed it all over with his slow humping.