It was a pretty wild night in the Great Fox...
Fox is in the medical room with his long time pal Bill, who sent out an SOS signal earlier in the day. Bill tried to take on some space bandits who were too much to handle on one's own. Fox was already telling Bill he should be careful on missions like this. He was rough but he meant it in good form being that the two were friends since the old academy days.
"I know Fox!" Bill said to a lecturing Fox, "I didn't know backup was coming. I got too cocky. That's all on me."
Fox was leaning back against the wall with his arms crossed, "Just try to be more careful out there, alright? Thugs are getting more ruthless these days."
"You got that right... but thanks again, bud!"
Fox smiled and stood upright, "Now rest up."
"I'm fine though!"
"Stay in here anyway. You can leave in the morning."  Fox said before he left the room.
Bill just rolled his eyes and laid back down on the bed to look up at the ceiling. 
Fox headed back to his room to just rest for the night. After that sudden SOS call, he wanted to ease his mind.
Bill whistled a short tune. He then sat up and chuckled. "Alright, that's enough resting time." He got off the bed and walked through the Great Fox, admiring how impressive it was. "It's really been a minute, ey..." He muttered as he noticed upgrades, new additions and how fancier everything looked.
During his own personal tour, Bill saw one of Fox's teammates, Falco. "Hey, Falco!"
"I see you're up and at 'em already. You sure that's a good call?" Falco smirked.
Bill smirked right back at the bird, "Sure thing! All thanks to Fox, I'm better than ever!"
"I wonder if that's just the meds takin'." Falco chuckled.
"Ha ha, very funny." Bill rolled his eyes, "Have you seen Fox?"
"He should be in his room. That's the last time I saw him."
"Ah, thanks!" It may have been a while since his last visit to the Great Fox but Bill knew where the captain's room was and headed on towards it.
Meanwhile, Falco went to grab himself a night time snack.
Bill made it to Fox's room and knocked on it.
The door hissed as it slid opened. Fox gasped at who was on the other side, "What did I say??"
"I'm doing better, Fox! Relax." Bill walked into Fox's room to look around it.
Fox closed the door, "Now I'm wondering if I did a proper head scan on you."
Bill turned to face Fox, "Why are you so uptight, man?" Bill crossed his arms and gave Fox a sort of angry look. "Something's up?"
"There's nothing up. I just want you to be 100% before going off again."
"Am I talkin' to the same McCloud from before? You used to always be on the wild side! We used to do so much crazy stuff all the time back in the academy days!"
"News flash: we aren't young anymore. I can't afford to be reckless."
"Yeah, I know or else you'd be fun."
After that, Fox and Bill stared each other down after that.
Fox spoke, "You're really pushing it, Bill."
"Yeah? What are you gonna do about it?" Bill unfolded his arms and walked towards Fox. He waited until he was face to face with his old time friend before he spoke again, "I've been a bad puppy not listening to the captain's orders and I'm gonna keep doing it because no one will stop me~"
Fox smirked, "I know what you're trying to do."
Bill just smiled and wagged his tail.
Fox released a soft growl before he wrestled Bill onto the floor. He easily won and was on top of the reluctant canine, "You can just ask for this instead of being a little brat, you know."
"Yeah, but what fun is that?" Bill chuckled as he barely put up any restraint. "I tick ya off, I get a rough and good time!"
"...and you're sure you're 100%?"
"Fox, I swear on my ship and crew, I'm good! Now 'ruff' me up, bud!"
Fox chuckled, "I'm going extra hard for that forced pun."
Meanwhile, Falco was heading up to return to his room. It was when he walked passed Fox's door that he heard some talking. "Hmm?" He went closer to Fox's door and leaned his ear closer to it.
"Try to be quiet. The walls aren't completely sound proof." Fox said as he had Bill on his bed and taking off his pants and shorts.
Bill was taking off his shirt, "I'll try but if you're still as endowed as you were back in the day, then I can't promise I'll keep my mouth shut!"
Fox smirked as he undid his pants and let them drop to reveal his stiff nine inches of cock at the other male.
Bill gasped softly as his eyes were locked on that throbbing man meat of Fox's. "There it is..." Instantly, the canine male feel hot and squirmy. "Still as big as I remembered..." He reached to touch it.
Fox slapped away that hand, "Nuh uh, bad puppies don't get to do what they want."
Bill whined a bit, "Aww..."
"You can touch... but with your mouth only."
Bill smiled and slowly swayed his tail, "Yes sir~" He leaned in and gave that cock a few sniffs; the smell of it got his fur sticking up on the back of his neck, further fueling his lust for his long time friend. He then opened his mouth and eagerly  took in half of the massive cock. His mouth instantly drooled over Fox's dick and he licked it clean like a good boy. Once that was up, he bobbed his head back and forth.
"That's a good puppy." Fox put his hand on top of Bill's head to rub it softly. He smiled warmly down at the other canine as his tail swayed slowly behind him.
Bill looked up at Fox with his big cute eyes for a moment before closing them to increase the speed of his blowjob. He add some muffled moans to it as well to show the dominant male how much his subby self was enjoying this.
"Alright, enough foreplay, turn that lil tail around."
Bill pulled back slowly; a wet 'pop' sound was heard upon doing so. He then got on Fox's bed on all fours and lifted his tail to show his ass to the other male. He didn't say a thing; he just swayed his butt left and right while looking  back at Fox with a smile on his face. He reached under and tugged his boxers down slowly to reveal his bare rump to Fox.
Fox got on top of the presenting male and held his hips still before he aimed his saliva covered cock at his waiting rump. With a slow push forward of the hips, Fox began inserting his penis inside of Bill.
Bill's hands formed into fists upon feeling the insertion. He held it in but eventually, he moaned out when Fox got deep enough, "F-Fuuuuff, you're just as big as I remembered, Fox!~"
"Mhmm." Fox leaned forward and hugged around Bill's neck. "Remember what I said: keep it down." Without giving the other male time to answer, Fox began to thrust into Bill at a rather fast pace.
"N-Not fair! Not fair!" Bill gasped and had to grab Fox's pillow to moan into it, "OooOOOOooo, F-Faster, Fox! Fasterrrr!"
Falco was really into what was obviously happening on the other side of the door. He was even rubbing the crotch of his pants...
Just then, a door was heard opening and Falco quickly headed to his room. It was Slippy, who yawned and scratched himself as he dragged his sleepy self to the bathroom.
"Dammit Slippy..." Falco muttered as he just made it to his room and shut the door. He sat on his bed and sighed out as he saw the obvious bulge in his pants. He took his pants off to just be in his shirt and blushed softly on how horny he was. He grabbed his length and leaned back on the wall to start masturbating...
Bill's mouth was deep in the pillow while his eyes were seen, which were crossed. Bits of his face were also seen: he was blushing brightly on being dominated by Fox.
Fox was close to Bill as he tightened his hug around the other canine. Their hot bodies pressed against each other as the sex continued to grow more in intensity. Fox's tail stayed straight up and barely moved as he continued fucking Bill. His nuts bounced and slapped against Bill's taint and balls.
Bill's cock was begging to be touched but he was too occupied with his hands holding and hugging the pillow to his mouth to keep quiet as Fox instructed. He started to whimper now as the 'itch' in his cock grew more and got 'aggravated' the more it shook thanks to Fox's rough sex.
Fox wasn't planning on savoring the moment; he was far too horny to even bother with that. When he felt his orgasm coming, his thrust speed only increased... more and more... the sound of his wet dick slamming repeatedly...he grunted out the more that 'tickle' in his cock tip teased him so.
Bill heard and felt Fox's grunting in his ears and in the back of his neck. He helped his friend achieve more pleasure by tightening up his anus.
Feeling that resistance only made Fox hotter with lust. A few more rough thrusts and Fox pushed as balls deep and groaned heavily right in Bill's ear. His warm fox seed shot right up Bill's anus and the amount was plentiful so that ass of Bill's was filled in no time. The throbbing meat that was Fox's kept the cum instead of the whimpering canine.
Bill lifted his head from the pillow to moan out in a high pitched tone. He felt that warmth splashing inside of his anal cavity and shivered so much that eventually, his dick was shaking as well as it spurted his cum over Fox's bed sheets.
Back in Falco's room, he was still jerking off. He felt close... but he stopped. His eyes opened halfway, "What am I doing..." He said to himself as he looked down at his cock. Sure, he was horny but not enough to finish it. It just struck a sour note with him that Bill and Fox were having sex in the next room. Falco wanted to be in there to join.. or have Fox to himself... his jealousy was coming out and he knew it, further causing the mood to dampen.
Just then, his communicator started to ring. It was a familiar tune...
Falco rolled his eyes, "Good thing I didn't finish or she'd ruin it..." He got up and went to the desk with the communicator on it and answered it, "What is it, Katt?"
"Well that's no way to greet a friend." It was indeed Katt, Falco long time and 'annoyingly' nice feline friend. "How you doing tonight?"
"I was about to sleep until you called."
"Sleep? This early? You turnin' old on me, bird?" She chuckled.
Falco hung up the communicator and sat down. He groaned to himself as he rubbed his forehead with his right hand.
The communicator rung but Falco ignored it. It rung and rung... and rung... and rung...
Falco finally gave in and answered the communicator again.
"Jeez! Sorry for kidding!" Katt huffed, "You gonna tell me what's up tonight, Falco?"
"I don't wanna talk about it."
"Well too bad. Something obviously up your ass and I wanna know."
"Katt, don't worry about it."
"What if I just come over there then, hmm?"
"No! Stay your lil tail there!"
"And what if I don't?" She chuckled, "Ain't nothing gonna stop me from seeing my friend!"
Falco really didn't want Katt to be there to avoid any conflict. "Ugh, fine, I'll tell you."
"Nuh uh, too late now. You can tell me, WHEN you come to my ship!"
"What??"
"Mhmm~ and say no, go ahead. I'll hang up and fly my ass there instead!"
"Alright! Alright! Jeez, you're a pain."
"Call me whatever, I just care for my birdy buddy~"
Falco rolled his eyes, "You're still in the same spot right?"
"Mhmm! See you soon, Falco~" She hung up.
"See... you." He realized she hung up before he could even finish properly saying his goodbyes. He sighed and went to get dressed again. He got to the door of his room and paused. "Am I really gonna do this?" He thought to himself. He closed his eyes... thought for a moment... and opened them again before going out of his room. He had to; he didn't want to take the chance that Katt would come to the Great Fox. Besides, maybe the flight will clear his mind so he'd stop feeling so sour. He headed to the docking bay and got in his ship and left.
Back in Fox's room, he was spooning Bill, who was out like a light and smiling in his sleep.
Fox's ears flicked some when he heard something outside the ship. He woke up instantly and lifted his head from the pillow, "Hm?" He carefully got up and out of the bed to go to the window of his room. He looked out and saw a ship... Falco's ship. "Falco? Where is he going this late..." 

***

Falco arrived at Katt's space headquarters with no troubles. Once he docked, he was greeted with a sound over the intercom... a voice rather.
"I see you took my advice. Good boy~" It was of course Katt being Katt as usual. "You know where my main room is?"
"I 'member." Falco replied as he went through her ship and made it to the main room. The door slid opened and inside, a form sat in a spinning chair and it turned around to reveal that it was Katt.
"Welcome!" She said as she stood up, "I was afraid you'd be a no show."
"After that threat of you coming to the Great Fox?" He crossed his arms, "I didn't wanna risk it."
"Threat?? You act like I'm a bad guy! Uhhh Einstein, I'm on your side!"
He rolled his eyes, "Anyway... I needed to get outta there to clear my head. So this little flight was just what I needed."
"Well, you ain't going anywhere until you tell me what was buggin' you earlier!"
"You betta not laugh."
"I won't!"
"...I was just horny."
She held back a snicker.
He shot a glare at her.
She held her hands up, "SORRY! Sorry sorry, but come on, that caught me off guard."
He groaned and rolled his eyes as he shook his head. "But that's why I was cranky, alright?"
"What, you don't jerk off enough?"
"I was doing it before you called."
"Why didn't you keep going?!"
"I was talkin' to you!"
"Is that an insult??"
"Katt, I don't do that."
"Well, I got work to do." She headed towards him.
"What are you doing?"
"What do ya think?" She smirked as her tail wagged some. "Gimme dat dick!"
Katt tackled Falco! The two had a slight struggle and eventually Falco fell defeat to Katt, who was on top of him.
"Now that you're tired out, let me reward you for being a good birdy." She reached down to pull down his zipper and reached in to whip out his fully erect and blue dick. "Uh huh, don't want it huh? Then what the fuck is this?" She then gave his dick a hard slap.
He groaned to the slap, "This is considered rape, you know."
"Oh drop it. We proved time and time again that you're way stronger than me. You can easily push me off but deep down, you want this kitty to milk you. But you're too proud of yourself to admit it."
Falco just looked to the side and stayed silent; seemed she nailed the mark on the head with that comment.
She smirked and turned around to have her ass in his face, "I'll shut up... you just focus on gettin' hot." She rested her body on him, "And you better fuckin' tell me when you're about to cum. I don't wanna choke on your cum." She grabbed the base of Falco's dick and started to lick the tip of it.
Falco lets out a satisfied huff; of course he wanted this but he wouldn't say it out loud to avoid Katt rubbing it in. As he heard her giving him oral, he had a grand view of her butt. It looked so snug in that outfit of hers. For a moment, he was wondering why she was in her full attire so late in the day. He saw how it swayed some... further raising the warmth in him.
Katt had a faint blush over her face as she blew the male. With the base of his thick cock wedged between her index and middle finger, she had her meaty treat halfway in her mouth. Unlike an actual cat, her tongue was smooth and so wet with drool being that she was hungry for sex. With her free hand, she rubbed his blue and big soft balls. 
The two moaned softly together: Falco reached for her rump to squeeze it, earning more moans from her as hers were more muffled. From his squeezing, she did reward him with a faster blowjob and some squeezing of her own on his nuts, but not too hard. Now added to the moaning was the soft wet sounds of her blowjob.
Falco started to squirm around some as her tongue started to really work him up good, "Alright Katt, I'm close..."
She immediately stopped and pulled away from his dick, "Alright, you ain't cummin'..."
"What?? You get me close an-"
"Shut up and let me finish! Damn..." She stood up, "You ain't cummin' in my face. You gonna cum in this pussy!" 
He sat up and saw her undo her pants, which he did as well so the two would be more comfortable. Falco got on his back and without missing a beat, Katt crawled over him once more before taking her shirt off as well; he followed suit. She wasted no time into positioning her pussy over his dick and pushed down onto it.
The two shared a moan together as she completely sat down on his lap. She then leaned forward to hold onto his shoulders but it was Falco who took charge now and held onto her hips as he began to quickly thrust up into her.
This surprised and very aroused the feline as she squeezed his shoulders tightly, "T-There you go!" His rough speeds got her inside of her pussy shaking in such a way that got even her to howl out in bliss. "Fuck yes Falco! Get all of that fuckin' frustration out!!"
Hearing her sounds inspired him to go as fast as he could. His nut sack slapped the bottom of her jiggly butt with each thrust upward. That grip of his increased to keep the female still to keep drilling into her so quickly. The wet sounds of sex only sounded wetter from how turned on Katt was getting this sudden click of horny from Falco.
"NNNNNaaaaaah~ fill me with that seed, Falco!!~"
It was then, he slowed his speed to practically a halt, "Can I finish inside?"
"Yes! Inside, inside!!"
"Did you protect yourself?"
"Yes!! I, ugh..." She lowered her head to calm herself from her lust to talk clearly, "I knew we'd do this, so I took my pills."
"...You're not bullshittin' me are you?"
She smiled, "I don't want to be a mother just as much as you don't wanna be a father. I wouldn't lie about that shit." She smirked and moved her face closer to his, "Now give kitty her milk~"
He smirked and spanked her butt one good time before resuming his wild fucking. Now with that cleared out the way, he was even more ready to erupt.
She lowered her body onto him and moaned out, "FffffffUUUUACK!!" The fur on the back of her stuck up as she reached her orgasm. She rocked rapidly on his lap as her nectar splashed on his lap. She had to restrain from digging her claws into him as he made her body rock and shake so good. She pushed her face into the pillow next to him and screamed into it during the entirety of her orgasm.
While she did that, he pushed up into her and soon, her rocking brought him to his much needed orgasm. He groaned out with her muffled moans as his seed was so plentiful that it was seen spilling out of her and down his pulsating nuts.
The two began to feel their bodies cool down in afterglow. She eased her grip on him while he rubbed her back.
Falco sighed softly, "Fuck, did I need that..." 
"Ditto." Katt giggled as she sat up to look him in the face. "You staying the night, right?" She asked.
"I better not or else Fox will look for me..."
"Fuck him." She clenched her pussy on his dick, earning a soft grunt from him, "You're staying, so that's that. So get comfortable!"
The two cuddled with each other to sleep for the rest of the night.

***

It was morning time and Falco was on his way back to the Great Fox. Upon landing, he got out of his ship and saw Fox waiting for him. "Oh, hey Fox."
"Sup?"
"Nothing... just spent the night at Katt's."
"Alright. I made ya breakfast. I didn't wanna eat until you came back."
"...You did that for me?..."
Fox smiled, "Of course. Now come on."
The two pilot friends went to the kitchen and sat down at the table to feast on some food.
"Where's Bill?" Falco asked.
"He already ate and left."
"Mm."
"How's Katt doing?"
"Still Katt as usual."
Fox chuckled, "Did she help you clear your mind?"
"Yeah... as much of a pain she is, she's oddly a great help in some things."
"I would have listened to your problems but I had to deal with Bill."
"It's fine, Fox."
Done with his food, Fox stood up and walked next to Falco, "You know you can come to me when you have something on your mind, right?" He placed his hand on Falco's shoulder, "If anything's bugging you, give me a holler. We're not just teammates; we're friends."
Falco smirked, "I know, Fox... thanks man." He reached up and patted Fox's hand.
-End