The eleven year old Rat raced his friend up the stairs to his room. Throwing open the door they both tried to squeeze in at once, bumping into each other and falling down on the soft carpet. Giggling they both picked themselves up. Martin, the ratboy, sat down on the bed to catch his breath while his horse buddy Rodney went back out to retrieve his dropped bag from the stairs. Throwing the bag on the floor he to plopped down on the bed to take a breather. 

	“Isn't tomorrow going to be great?!” exclaimed the excited rodent, turning to look at his friend.

	“Yeah!” replied the smiling colt.

	Tomorrow morning Martin's parents were going to take them to a local water park for the entire day, which was why Rodney was staying the night. The kids were new best friends after Rodney moved into the neighborhood a few months ago. They have had many sleepovers at Rodney's house with his brothers and other friends but this was the first time Rodney had slept at Martin's house.

	“You boys best be getting ready for bed” called Martin's mother from downstairs, “we will be leaving early to beat the crowds.”

	“OK Mom!” Martin yelled back.

	The boys slid off the bed and started getting their pajamas in order. Martin went over and closed the door before heading to his dresser. Rodney was rummaging in his bag pulling out a night shirt. 

	“Oh no!” said Rodney, “I forgot to bring underwear!”

	“Don't worry,” was Martin's reply, “you can wear a pair of mine.”

	He threw a pair of white briefs to Rodney who caught them with a embarrassed look on his face.

	“What's wrong?”

	“It's just that I normally wear boxers.”

	“Why boxers?”

	“Oh.. you know... more room n' stuff...”

	With that the embarrassed equine turned away and fished fishing out his pajamas. Martin was instantly intrigued by his friend's comments. He had changed in the same room as Rodney on all their previous sleepovers but usually their backs were facing. Rodney always wore baggy boxers when he slept which left a lot to the imagination, which Martin didn't really seem to have a lot of on previous encounters. But now he was crazy with curiosity. He shed his shirt, dropped his pants, and discarded his navy blue pair of briefs. As he pulled on a new black pair he slyly turned around to see if he could spot anything. Rodney had his back turned and had just removed his t-shirt, Martin admired the sleek chestnut hair on his back, it seemed to shine as light from the overhead fanlight hit it. Martin moved on to unraveling a muscle shirt as he continued to peek. Now was what he was wanting, Rodney fumbled with the belt holing up his denim shorts and in one clean motion pulled down his shorts and undergarment.
	What at first Martin mistook for a some kind of sumo garment turned out to be a athletic support, or “jock strap”. But Martin wasn't too worried about Rodney's choice of underwear at the moment as his gaze was transfixed on his pal's backside. Rodney was always playing football out on the playground and it showed. His legs and buns were tight and firm with what would one day be nothing but rock hard muscle. Martin felt his face flush and he started to get jittery seeing his friend in this state, even if only for a few seconds. While his thick black tail blocked Martin's view of anything between his legs it didn't stop martin from creating a little tent in the front of his undershorts. Martin looked away and quickly pulled on his shirt, pulling it down over his briefs to hide his miniature erection.

	“OK, now what do you want to do?” ask Rodney, adjusting his shirt.

	Martin pretended to mess with something on the dresser so he didn't have to turn around. “Oh, I dunno, we could play a game or something.”

	“I don't know, I 'm not really in the mood for a board game.” 

	“We could play a different kind of game... maybe like Truth or Dare or something”

	“Cool, great idea!”

	So they sat down on the floor and started to play. Luckily for Martin his little problem was only at half mast now, sustained by the fleeting thought of what dares he could make Rodney do. Being a gracious host Martin let Rodney go first and after being asked the oh so famous question he chose dare, wanting to show he wasn't afraid to do it. After some deliberation Rodney decided that his dare was that Martin was to be blindfolded then spun around and made to find the door. Martin went to his draw tied a black sock around his eyes and proceeded to let Rodney spin him to his heart's content. Feeling rather dizzy, Martin stumbled his way around the room, managing to bang his knees on his desk, TV stand, and bedside cabinet before finally finding the door. Now it was his turn to dish out dares and demand truth. Rodney, seeing the pain brought about from his dare, choose the safer path of truth instead.

	“Umm... What girls at school do you have a crush on?” asked Martin, not able to think of anything better at the moment.

	“Well... errr... Well... none I guess...” was Rodney's answer.

	“You mean you don't like any of them?”

	“Yeah.. I guess...”

	“Me too.”

	That caused them to both giggle slightly, Rodney had a excited look on his face, he thought of a good one. Rodney asked the question and Martin answered, wanting to encourage Rodney, with dare. Rodney guffawed and told Martin that he would have to hump a pillow like it was “one of those yucky school girls”. Martin blushed and had to be persuaded by Rodney throwing the pillow at him.

	Marin laid the pillow on the floor and positioned himself over it while Rodney smirked.

	“Get on with it then!”, chorteled Rodney.

	“Fine.”

	Martin began to grind his hips into the pillow kind of softly, not wanting to get a stiffy again. Rodney noticed his unenthusiastic performance and proceeded to push down on Martin's butt rapidly causing him to grind the pillow into the carpet. While the gentle humping of the pillow had kept his erection at bay, his friend's touch sent a electrical shock through his body which caused his littler friend to inflate almost instantly. Martin quickly turned over and tried to hide behind his pillow but Rodney had already noticed.

	“Nice boner, dork!” Rodney teased.

	“Shut up...” fired back Martin, “like you never get boners...”

	At that the horse did shut up leaving a awkward silence between them. Rodney fidgeted and adjusted his tank top to make sure it was covering his groin as it had been since he changed into it. This didn't go unnoticed by Martin however who quickly said:

	“Truth or Dare?”

	“err.... Truth.”

	“No fair! I've done a dare the last two times and you haven't done one!”

	“Fine... Dare...”

	“OK, I dare you tooooooo..... Take off your shirt.”

	“Wut?”

	“Take off your shirt”

	“Why?”

	“Because I dared you to.”

	“Umm, well I...”

	“Are you going to back out of a dare?”

	“NO! It's just... promise you won't laugh.”

	With that he hoisted up his shirt and pulled it over his head. Martin's eyes traveled down across Rodney's developing chest to his smooth stomach and down to Martin's own briefs which were stretched tight across a bulge the size of a fist.

	“Wow...”, gasped Martin.

	“Please don't make fun of me!”, panicked Rodney.

	“Wh... why would I make fun of you?”

	“It's so much bigger than everyone else I've seen, I am some kind of freak.”

	“You aren't a freak, you're just a horse!”

	“Huh?”

	“Horse's are just bigger than other's.”

	“Really?”

	“Yeah, haven't you ever heard the phrase 'Hung like a horse'?”

	“No.”

	“Well it's true, you guys are just a little better equipped than the rest of us...”

	“Well i guess your right... It's a lot bigger than yours at least...”

	Rodney was pointing at the hard little rat pecker that was tenting out of Martin's black briefs. Martin looked down and blushed but also got a sad look on his face.

	“I didn't mean it like that!” Rodney quickly apologized, “I just meant that... well... it is! Not that yours is small or anything! Just... well... yeah...”

	Martin smiled at how he fumbled over his words and just told him to just take his turn. Glad to change subjects Rodney quickly questioned and Martin quickly answered: Dare. Martin knew what dare was coming and sure enough he removed his shirt without hesitation when dared to by Rodney. Martin wasn't a fit as Rodney, he had a slight tummy and none of the sleekness of his friend's chest. Now it was martin's turn again, after letting Rodney ogle him for a moment he took his turn. Dare was Rodney's answer, a surprising move that also gave him hope that he wouldn't be laughed at or called names by the Dare he had in mind.

“I dare you... to show m-”

“Boys!” came the voice of Martin's mother again from down the stairs, “You have 15 minutes then it's lights out!”

“OK Mom! I guess we should get ready huh?” Martin said.

“I guess.”, Rodney replied.

	They both stood up to go to the bathroom out on the very small landing. Martin's excitement about his last, unasked question had not done anything to help his wooden situation but mom was downstairs so he didn't worry. Rodney on the other hand still seemed to be soft, if only a little thicker. The landing only had two doors, one to Martin's room and one to the small upstairs bathroom. The bathroom was very small and rather old and dilapidated. There was a single naked bulb that lit it, a towl rack, a medicine cabinet/mirror, a old sink that looked to be from the 70s, and finally a slightly newer toilet and shower. Everything had a buildup of mildew and grime in all the cracks and hard to reach places. The boys went over to the sink and did nightly ritualistic things like brushing their teeth and fur, Rodney combed his mane and tail and Martin washed his tail to since it could get kind of dirty during the day. Martin had to pee and was going to ask Rodney to go out, but when he looked around at Rodney he was already heading for the toilet.

	“Oh, I needed to go but if you need to first then i will wait outside...”, said Martin, startled a bit by the situation he was in.

	“Don't be silly, we can both pee at the same time.”

	With that he grabbed Martin by the arm and steered him over in front of the toilet. Rodney reached down and lifted up the cover and seat and then slipped a finger under the waistband of his briefs. Rodney stretched the elastic out as far as it would go then brought it down, exposing his penis to Martin for the first time. It was hanging out of it's sheath about eight centimeters, it was very thick and mostly black with splotches of pink here and there. The head was flat and fanned out larger that the shaft with a large opening. Martin was speechless as he saw his friend exposed, he just stared at it forgetting all about his need to pee.

	“Are you going to pee or just stare?” asked Rodney jokingly.

	“Uh yah....”

	Martin pulled at the hole in the front of his briefs with shaky hands, eventually exposing his hard red rat wiener. It was much smaller than Rodney's, only about nine centimeters fully hard, with a pointy head that ended in a small hole. Rodney admired his friend's very different wiener and took his own in hand. Martin looked over at the hoolfed hand holding the large horse cock then down at his own little clawed one holding his little rathood and he suddenly felt very self conscious. He drew back from the toilet a little so that Eodney couldn't get a good look at his penis unless he tilted his head back. As they peed their streams met and joined together, or more like Martin's little line joined the torrent coming from Rodney's large urethra. Martin was nervous and jittery which made his stream kind of vibrate in the air. They both finished at about the same time despite the differences in force behind their urination. As the shook off any excess there was finally conversation.

	“I didn't expect them to be so different...” said Rodney timidly.

	“Yeah...” replied Martin sheepishly.

	“Do you mind if I look at it for a bit?” 

	“Go ahead.”

	Rodney tucked his now inflated horsehead back in the briefs and bent down over Martin's penis for a closer look. Martin was shaking from a mixture of horniness and excitement, he had never had anyone see his wiener this close before. After about a minute his little dick started to recede back into his sheath, the bathroom was kind of cool after all. Rodney commented on Martin having a sheath like his own which was true, although it wasn't a pronounced. Before Rodney could inspect it farther Martin's mom was at the stairs again telling them to get into bed. Martin pulled his briefs out causing his nub of a sheath to pop back inside and they preceded back to the bed room. They both climbed into Martin's bed and exchanged goodnights, forgetting to put their shirts back on. Martin reached over and set the alarm clock for 7:00 and turned out the light.

	“Hey, Rodney?” whispered Martin after about five minutes of silence.

	“Yeah?	”

	“Do you think I could... err, see your wiener again?”

	“Umm, ok.”

	“Thanks! Hold on a sec.”

Martin reached over and fumbled in the cabinet beside his bed, pulling out a flashlight. He pointed it at where he thought Rodney's crotch was and turned it on. The blankets around Rodney's pelvis were illuminated along with a slight bulge.

“Here, lemme..”

Rodney scooted closer to Martin, all the while the beam of the flashlight followed the bulge in the blankets. Rodney slipped the covers down exposing his tight chest and the bulging briefs. Slowly he reached along the sides and slid them down to his knees exposing not only his out of sheath penis but also his large testicles. Martin's penis was stiff again and straining against his briefs, but hidden by the blankets. Rodney reached down and adjusted his ball from out between his legs, they were only just beginning to drop but being a horse it was hard to tell either way. He reached up to his thick shaft and takes it in his hand, it started to grow thick and long. It keeps gowing, fattening up and coming fully out of it's sheath. When it finally stops it his about four and a half centimeters wide and thirteen centimeters long, a respectable size for a horse his age and gargantuan size for any other species of eleven year year old. Martin was beside himself.

	“WOW!”

	“Shhhh!”

	“Sorry!”

	“It's just so big! Err.. Rodney?”

	“Yeah?”

	“Can I errr... touch it?”

	“Umm... I guess.”

	Rodney turned his penis towards Martin. Martin extended a trembling hand out to the giant wiener. He could feel the heat coming off of it and it made his own penis jump in his underwear. Ever so slowly he extended a single finger and touched it to the side of Rodney's shaft. As soon as he made contact Rodney's dick twitched which caused him to quickly retract his hand in fear he did something wrong.

	“It's ok, it just felt good!” he reassured, “you can touch it as much as you want.”

	Martin was relieved and slowly replaced his single finger with all of them. He slowly caressed the large penis, it was so hard yet the skin was so smooth and soft. He explored the head, feeling where it flared out and pressing a single finger to the opening which caused Rodney to shudder. Martin moved down to the balls and felt how smooth the skin on them was. He weighed one in each hand and rubbed underneath them along to his tailhole. Here he stopped and withdrew his hand. 

	“It's so smooth, I like it Rodney!” he whispered with a smile that he was sure Rodney couldn't see in the dark.

	“Thanks... can I er.. see yours now?”

	“It's only fair, but it isn't big and fun like yours is...”

	Martin handed the flashlight to Rodney and removed the covers from over himself. A little nervous he grabbed the elastic on his briefs and pulled them to his knees. His thin little cock sprang free and made his balls jiggle which made Rodney giggle. Just as slowly as Martin did to his he reached over and grasped the 2 centimeter wide cock and gave it a little squeeze. This produced a gasp from Martin, he had never had anyone else touch him down there before and it felt wonderful. Rodney went on to explore the rest of his boybits, including the underside of his small testicles and the start of his tailhole.

	“I like yours too!” he horsely whispered, “Have you ever played with your peepee?”

	Martin giggles to hear his wiener called by such a baby word.“Played with it?”

	“You know, like when it is all hard...”

	“No, but I did feel good when you were touching it.”

	“Sometimes when me and my older brothers are playing they will pin me down and pull down my pants, then one will tickle my sheath and it feels really good.”

	“I've never tickled it before.”

	“There are better ways then tickling it. Lay back and I'll show you...”

	Rodney laid the flashlight down on the bed so it was pointed at Martin's penis then using both hands he grabbed it by the base and started to massage it. This produced several moans from Martin before Rodney moved up to the tip with one hand and started to massage it. This caused Martin to be caught in a silent gasp as his thin dick was rubbed by the young colt. After he was sure Martin was enjoying it Rodney started to deliver a classic handjob, moving his hoofed fingers moving up and down the sensitive shaft. Martin was cooing and wiggling at this point, the pleasure coming from his groin was too much. Suddenly he felt a new pleasure building low in his tummy, it got bigger and bigger and almost felt like he was going to pee! Then as sudden as it came on it seemed to release making him lose total control. His mind was racing, the good feeling was shooting through his upper legs, he wiener was twitching and jerking in the colts hand, his small tailhole was clenching and releasing, the tip of his penis seemed to be shooting the point where his pleasure was exploding from. After a few seconds the feeling passed and he lay panting on the bed with Rodney sitting over him.

	“My brothers say it is called a orgasm.” Rodney smiled toothily at him.

	“That was- amazin--”

	“I'm glad you liked it.”

	Martin's penis was now soft, his bone had gon back into his sheath and his penis was laying across his balls, slowly slipping back in.

	“Did you do it?” Martin asked, looking over at Rodney's still very stiff penis.
	
	“No.”

	That was all Martin needed, he wanted to make his friends feel as good as he just felt. He grabbed the thick horse cock with both hands and started to squeeze. Rodney moaned from the sudden assault on his penis, the rat was attacking it furiously. Then Martin did something unexpected, he bent down and lick the flared out head causing Rodney to let out a low moan. He gave a big lick across once then came back again and used the tip of his tongue to get inside Rodney's big hole. It tasted slightly spicy from the pee left over but Martin didn't care, he knew this was making his friend feel good and he wasn't going to stop until his pal had an orgasm too. He attacked the sheath with his mouth, getting his tongue in the side as far down as he could go, swirling around the base then licking the side like a Popsicle. He massaged the base with his hands while doing his best to lick around all of the thick dick. Meanwhile Rodney was stunned, he had never thought that doing something so simple like licking could feel so good. His head was back on the pillow, tongue lolling out, and eyes closed. The flashlight had rolled off the bed and rolled away. There was no sound in the room except the sounds of slurping and the occasional gasp as the rat tried something new. The horse noticed something poking him in the side and realized that it was the rats cock standing at attention again. He reached down and took it in his grasp again, stroking it quickly to bring Martin up to the same level as him. Rodney's coltness base was now being massaged two-handed by the rat while he licked the flare, and something was snaking past Rodney's left leg towards his cock. It slowly wrapped around the middle and began a sloppy jacking motion. Rodney was startled until he realized it was Martin's tail, coming up to join the fun. Suddenly Martin opened his mouth as wide as he could and started sucking the head of Rodney's cock. Rodney was thrown over the edge by this new sensation and moaned loudly as he dry orgasmed. As he came he increased pressure on Martin's cock, causing him to wither against him and hump ferociously and soon Marvin was having his second orgasm of the night. He snuggled up against Rodney after he finished and they laid there in their afterglow hugging. Marvin pulled the blankets over them and the both slept.