The fresh scent, that crisp Autumn air... 

Benji Ko-En raised his head into the air and took a few breaths through his nose. Autumn weather, crisp chilled air, the natural decay of leaves gave off a scent that brought the Yoshi peace in his hometown. Everything was as it was, and more, and such made him happy. The teal dino stepped out from his porch and onto the driveway. His body was clasped in a red t-shirt, jean shorts, and some red shoes. 

The Yoshi pulled out his map of his hometown and checked over it. 

"Oooh, the Street Fair should be all set up this day. I bet there is a lot of yummy treats I can buy and gobble up....And that is...." He pointed at where main-street would be located and smiled wide. "Ah, there it is~" His eyes scanned his map a little more. "Hm, I should also pick up my ratty friend Pipsqueak. Now where is that?" Benji looked a little north on the map and nodded. "This must be the place!" 

The dino looked up into the air and accepted a gift from the world. A gentle breeze to fill him with energy and motivation. His clothes fluttered in the wind as he began to walk forward through the apartment complex parking lot, and towards town. "Alrighty! These errands won't get done by themselves!" He folded up the map and placed it into his jean pocket, opposite of his other pocket, which contained his wallet and funds. 

He attuned his hearing to the town, listening in for the sounds of a street fair. Sure enough he picked up the faint presence of an arcade. 

"IT'S DANGEROUS!!" 

"DAYTONNAAAAA"

BANG BANG BANG! 

Two racing games and a shooting game. Benji recognized the first sound as Rush, and the second was obviously Daytona USA. The final game was a toss-up between Time-splitters or Area 51. Regardless of which, he continued along the parking till he reached the sidewalk, and kept stepping onward. "CHECKPOINT" The dino heard an announcer call out a racer's mark, as someone had gotten into the Rush seat and had started a race. 

As he drew closer to the street-fair, more and more of the atmosphere began to unfold before him. The sweet scent of caramel candy apples, freshly cut fries bubbling under a layer of boiling grease, Gyros, Steaks, and so much more. It was a feast for eyes and mouths. So much food could be sampled, should they have the money for it. 

No, focus up! He thought to himself, as he shook his head and moved past the fair's more crowded spots. 

"Beeenjiiiiiii!" Someone called his name! 

The Yoshi turned and looked through the crowds of others and found no one familiar. Though for sure he heard his name from a familiar person. It was then he felt a sudden slam on his back, and turned his head a bit to check what hit him. "Pipsqueak!" Benji proclaimed, as he saw the smaller rat latched onto his back. 

Pipsqueak was a gray rodent rat. Green eyes and green hair, two satellite sized ears for hearing and a nice little squeaky nose for nuzzling. He wore his black hoodie and a pair of jeans. "Benji I missed you! It's been so long since we just hung out with each other!" 

"You're right ratty! I'm so excited to see you here!"

The excited rat wrapped his arms around the Yoshi's neck and leaned over onto him. Benji blushed a little and walked through the street fair with his friend. "You know there has only ever been a single time in which the street fair had been cancelled. That was when that virus hit." The Dino said, feeling his friend snuggle up to him, he enjoyed carrying his small pal with him, through thick and thin. "Do you want to try any of the food here? There is lots of options and, while expensive, they are mostly all yummy." 

Pip gasped and furrowed his brow. "Mostly?" 

Benji nodded. "Yeah, don't like the calzones....or anything with motzerella cheese. It gets tangled up in my throat and doesn't digest well." 

"...What do dinos eat?" Pip asked, to which an excited Yoshi chuckled. 

"Anything yummy!" 

The rat took a silent deep breath and exhaled his warm air over the back of the Yoshi's neck. "Yeah? What is your favorite food here?" 

The dinosaur stopped walking, standing still in a crowd of strangers, and pondered the rat's question. "...Hmmm...what do I like the most?" Benji started walking again, this time slowly. He examined all the food stalls, the desserts, and sniffed into the air to catch wind of the ones he couldn't see. "...If I had to pick one I'd say the deep fried bread batter with cinnamon is my favorite. It's a little expensive, but it's the only thing that has consistantly stayed the same price and siIIIIIIIZE" There was a sudden blunt jabbing into his back, as he turned his head to find his ratty friend slowly grinding his erection into his spine. "Not in public, you brat..." Benji whispered, to which the rat grinned. 

"I'm just super happy to see my precious dino~ Not to mention it's perfect snuggle/fuck season." 

Benji whimpered, softly, and kept a brisk pace through the street fair. Thankfully his current locomotion made the rat bounce a bit on his back already, so the slight grind against him was not noticeable by all the strangers around them. He made a stop by a vendor and found that Pip had stopped his assault as well. The Yoshi was slightly relieved to find the rat at least wouldn't embarrass him in front of his whole town. 

Pip looked around the fair and was in awe that such an event took place every year. It reduced his libido and increased his overall endurance. The rat was just in the middle of an event, with a friend, and found the atmosphere to be something pure, a thing that only a small town could produce. It was like a piece of true America was carved out and left in this timeless void. It didn't advance and become a place of terror, nor did it rot into nothing. It was simply there. He knew why the dino would never leave such a place, as it felt more comfortable here than any spa or resort could offer. 

The leaves above were colorful. Full of greens, reds, oranges, yellows, and crunch brownish on the ground. It was what a picture book place in Fall should look like. Pip's tail waggled a bit and rested at the dino's right side. The very air was full of food and fading leaves. Who would ever desire to leave such a simple life? 

"Hey, do you want some?" 

Benji's voice snapped Pip out of his trance, and he nodded twice. "Yes please!" 

Heading through main street, up a large hill, Benji revealed something to his friend. He held in a breath and spoke freely. "This is where all my illusions were shattered." 

Pip frowned and looked up at a rather large house with plenty of woodland behind it. "This place?" 

The dino nodded. "It was here that life started to reveal itself. I found I wasn't immortal, I found that I could be hurt, could be killed, and could be lied to. I learned that others were not so pure and innocent. That cruelty existed in many different forms. But that was a long time ago. I have something to show you up in the woods, if you wanna join me." 

The rat smiled and hugged his friend. "Take me anywhere you want~" 

He walked up the road, further still, and turned into the woodland. There were no more roads, no more paths, only dirt, dried up leaves, and a somber silence. "I used to play in these woods all the time. I'd come up here and just walk around, pick up heavy sticks and pretend to do battle with the trees. Sit on a fallen oak, draw things in the dirt. To me this was paradise. Just the woods, innocence, and love." 

Benji's smile turned away, lowering itself as he recalled certain events. "...But time moves us along. We make mistakes, we say things we don't mean to, and we do things that are wrong." He cleared his throat and looked onward. "Anyway...Lets see if that fallen oak is still here." 

He picked up his feet, once more, and headed into the back of the woodland area. Sure enough was a large fallen oak, like it's roots simply let go and the thing tumbled over. 

Pip got down off of his friend's back and walked over to the log. He jumped up onto it and felt some kind of connection. A rift, or perhaps a vision, into the past flooded his mind. He saw a little teal Yoshi just running around the woods. They played with siblings, laughing, singing, pretending. 

Then, one by one, they started to fade away and only the Teal Yoshi was left. 

Benji took a seat on the log, right next to his ghostly younger self, and found tears falling down his cheeks. "So um...This is my favorite spot in the world." He whipped away some falling fluid from his cheeks, and his eyes, and sniffled. "It's a place I return to, somedays." Benji began to kick his feet along the dirt and fallen leaves. "It probably doesn't mean a whole lot to you though." 

Pip scooched closer to the Yoshi and leaned over onto him. He tossed the fair food onto the ground and wrapped his arms around him. 

The world weary Yoshi leaned over onto his friend and shuddered in distress. "This was my Heaven...and it's gone forever."  

The rat rubbed over the back of his friend and nodded. He pulled the Yoshi's head over his shoulder, so they could cry into their fur, and nodded. "It's a lovely place Benji, full of life. You might not know it, but those memories live forever within you. They haven't died on you, silly, you simply lost touch with it. Besides, memories stick with us till it's all over. You remember, and you love what you experienced, and that makes you beautiful Benji." The rat rotated the dino so he could reach down and give the soft and smooth skinned dinosaur some belly rubs. "Wanna head home?"

Benji nodded softly and pulled himself away from his friend. He looked down to find the rat's hands still over your slightly rounded stomach. The Yoshi's cheeks filled with blood as he tried to think of other things. He turned and lowered himself so Pip could climb aboard his back. After which he hefted the rat up on his back and started to head back home. "Thanks for coming here with me." 

It took half an hour of walking, exploring more of the street fair, and a few of Benji's favorite spots in town. The dino made sure to explain his childhood, his favorite memories, and pointed out every single one. He explained all his dreams, his goals, wishes, all of them. Opening his heart to being vulnerable. He described a scene in which he laid down on the Merry-Go-Round and had others spin him till he got sick, learning that even the slightest amount of motion outside of his control was enough to get him ill. It is why he does not drive or ride in the back seat of a car. Benji then pointed out a pavilion, with many benches underneath, and described a sort of summer camp that he partook in as a kid. 

Pip looked over all of the Yoshi's old memories, filling in the blanks with his own imagination. The Yoshi was gifted with a good childhood, parents that loved him very much, and safety in such a small rural town. It made the rodent generate a couple tears, as such a gifted life experience would be hard to replicate in today's day and age. Him and Benji were all grown up, no time or way to experience these amazing activities. "I think I get it." Pip said, rubbing himself along the Yoshi's back. "These things simply faded away, when you believed they would last forever. When the time came, and you were an adult, you got into your new place and it all suddenly stopped. There was nothing you could look forward to, nothing to wish for, nothing to dream about. Maybe it's time to make new memories?" 

Benji looked over the park, one last time, and sighed. "It's just..." 

The rodent gave a small smooch on the dino's right cheek and hugged. "I know...Letting Go is hard. But you can begin again, try new things, and be happy!" 

The Yoshi sighed and looked up at the sky. It was the same starry night he'd seen since he was a little dinosaur. "Happy...That is what I want." Benji looked towards his path home and put one foot in front of the other. His steps were much slower, but they were moving him forward. He continued onward until he had found his apartment building, and stepped inside. 

One click, two, three and a few more. His door accepted his brass key and he stepped inside. The plain white walls could use a few posters. Maybe some video game related things, or knight's crests. Possibilities were opening up, his eyes wide awake for the first time in a long time.  

Pip got off of his dino friend and jumped onto the sofa. "So, what kind of fruit do you like?" 

Benji's stubby tail wagged a bit and he turned immediately towards the rat. "BANANAS!" 

The rodent blinked a couple times, face frozen in such a confident response. "Why do you like Bananas?" 

"Because they have no bones!" 

Pipsqueak was certainly...informed...about the lack of calcium within the yellow fruit. He took into himself that bananas certainly didn't have bones, and that there was a possibility that some fruit DO have bones. "W...well um...Yeah." 

In his distracted state he become blinded by the flop of a red t-shirt landing on his face. The rodent scrambled and pushed the shirt off his head and onto the ground. Then he felt a pair of jeans hit his head. "No, Stop it!" He said, flailing about and throwing the jean shorts across the room. Just as he looked to where they came from, he saw a white brief clad dinosaur jumping over onto him. 

"EEEEEEEEEEK!" The rat squeaked out as he tried to escape the Yoshi's pounce. However it was futile, and he was subsequently pinned underneath Benji. The dino brushed his nose against rat and wrapped his arms around his friend. 

"Happy Snuggles!" Benji proclaimed, practically burying his friend into the sofa and against his larger form. 

Pip squeaked and then smiled with a dark sparkle in his eyes. "How about Happy Sex?" 

The dino leans back and blushes, brushing his right cheek with his index finger. "W...Well, I mean...The size difference between us is a little...I mean...I don't think it would work." 

The rat chuckles and begins to remove his clothes. His hoodie was first, then his pants. "There isn't anything I can't handle~" He proudly proclaimed. Pip then felt something rest on his belly and chest. It was cylindrical in shape, tapering towards a head at the top. He opened his eyes and saw the head of the dino's cock gently resting on his belly, pointed at his chest. His gazers opened wide and irises darkened in horror of the pillar of flesh resting on him. 

"HHHHUUUUUUUUH?!" He cried out, unable to fathom the ten inches just being there. He remembered giving it a taste a few months ago, but didn't think it was this big. The rat gulped and watched the dino droop his tongue out of his maw and wrap it around his stiffening member. 

"Too much?" 

Pip shook his head, little pink hearts popping around his noggin as he imagined that thing blasting him so hard it paralyzed him. The rodent put his hands on his cheeks and began to pant like all the water in his body evaporated. "Please...PLEASE tell me you are a top, I need this!" He said, poking the head of Benji's length with a finger. "It's so hot." 

The Yoshi smiled and rubbed the back of his head, nervously. He watched as the ratto turned around and got into his hoodie. Pip got a bottle of lubricant from his pocket and tossed it to the dino. "Oh!...yeah, this will help!" 

Pip turned onto his fours and pushed his rear-end upward, it sat against Benji's stomach and felt the sudden cold of the lubricant dress his tail-hole. "OooOOooooooaaaaa..." Pip let out of his maw, and started to shiver. He then felt something small and blunt at the tip push against his rump. His head turned back to find the dinosaur pushing a couple digits into his ass. "Aaah~! Y...Yo...You....Yeeeesss~" Pip grabbed a couch cushion and squeezed on it. "Yes yes! Rub all over my insides~" 

Yoshi spread his fingers out and used his other hand to rub his friend's right rear-cheek. "I'm sure your p-spot is around here somewhere...Maybe....down here?" He pushed in deeper, pushing against as much flesh as he could. Eventually his work would push against a spot and make the rat tighten around his digits. 

"Yes! That is the spot!" Pip huffed and reached down to find his own member growing stiff and pulsing with hot blood. It wanted more. "Nnnmmmmfff..." His ears flattened downward, his tail wrapping around the Yoshi's arm. To which he returned the love by pushing his digits in all the way.

 He rubbed and tapped the rat's prostate while listening to his good friend moaning in delight. "Ehehee...such a happy ratty!" The dino pulled his fingers back and stuffed them back against the rat's button, back and forth to help loosen up his tail-hole. "Imagine my cock stuffing you up like yummy custard donuts! Just a nice piece of meat to be played with~" The Yoshi proclaimed, happily masturbating his friend's rear-end. 

"J...Just stuff me, please~!" The rodent begged, loosening his tail on the Yoshi's arm, instead choosing to wrap it around the dino's waistline. 

Benji used more of the lube to coat his rather monstrous member and push it down to aim at his friend's loosened rear. The Yoshi pushed his hips forward and stuffed his cock-head into his ratty friend. "Aaah~" It stopped after the head entered, it's girth being quite troublesome to push inward. 

"HA...harder~ Push Haaarder~!" The rat said, as he felt more pressure against his back-end with the dino going in with more force. Each additional push made the rat bite down on the sofa cushion as he felt his body stretch to fit the entire depth of his Yoshi friend penetrate his back-end. "Aaah...Aaaaaaa...Nnngggg" The rat moaned into the cushion and held on for the long haul. 

The dinosaur pulled his hips back, then pushed in again. Each invasion into the rat's depths made Benji huff in excitement. "S..So warm and tight...I feel your entire body milking me like a machine~" The Yoshi huffed and began to buck his hips like an animal, eyes closed, forceful pumping, and happy groans from the both of them. 

Only about half of the actual length would fit inside the rodent's ass, already pushing against his insides and bulging out his stomach. Pip felt every inch grind against his prostate, obliterating his thoughts and forcing him into a fit of deep breathing and squeezing.

 Pip had long since let go of his member, as he wanted to cum from being fucked. He looked down under him, seeing the bulge in his stomach grow and shrink with each thrust of his dino friend. "Aah....mmmm....might...be too much for me~" The rodent felt the dino pull completely out of his rear end and his eyes widened a bit in confusion. "Awww, I didn't...I didn't mean we...had to staooooo-?!" The rodent felt the dino grab the rat by the hips and roll him over onto his back. "Wh...whaa?" He watched the dinosaur look down at him, red cheeks and low gazing eyes. Then the Yoshi tilted his head to the left and connected his lips to the rat's. Pip felt the yoshi's bulbous tongue push into his maw and down his throat. It was such a deep, intimate feeling, only eclipsed by the dinosaur's open maw wrapping around his head, ears and all. The rodent's world suddenly became dark as the Yoshi kissed his friend in the deepest way possible. 

Benji, with his mouth wrapped around his friend's head, pulled the rat's hips up so his cock could enter them again. He pushed in and felt a vibration from within his maw. The rat hadn't expected to be kissed in this deep way and stuffed at the same time. It was something Benji could take advantage of, as he withdrew his tongue from the rat's throat and began to lap all over his friend's face. 

The Yoshi pushed in deeper, faster, with this new position he could get another couple inches in before hurting his friend. Benji felt his ratty friend's legs wrap around his waist, just on his thighs, and pull him closer. He realized the rat wanted more. 

So he gripped onto the rat's waist and pushed in even more. All the way till his lap tapped against his friend's rear-end. Benji pulled back and then pushed back in, ramming into his friend in small quick humps. He couldn't help but open wide and let his friend's noggin freely lean out. As the Yoshi squeezed his arms under his rodent friend, holding him close to his belly. Benji's toes curled and his tail stiffened, as he felt. himself approaching closer and closer to climax.

Pip held onto his friend and leaned back, feeling his friend's orgasm approaching quickly. He knew his own was driving closer and closer to the edge. It was only a matter of time before...

...Before...

...He experienced his dino ramming himself all the way into his body. All ten inches of the Yoshi's member squeezed into the smaller rat and blast his insides with alabaster cream. A warm rush of fluid that broke his prostate's hold on it's load and forced his own cock to pump out it's contents against the Yoshi's white underbelly. 

Benji felt a small mound over his friend's tummy, as he was filled with enough spunk to make him look full from fair food. The rat loosened his tail and nearly fell down onto the sofa. However he was not alone in his collapse, as the Yoshi also fell onto him. 

SQUISH SQUELCH The cum on Benji's belly splattered into the rat's fur, sticking them together for now. Benji shivered and panted. Looking downward in exhaustion, he found the rat also exhausted, loving the feeling of all those pent up emotions just blasting everywhere. 

Pip rubbed his buddy's sides and wrapped his arms around the dino's body. "Oh Benji...th...that was...a...amazing...Aaah....it's so warm and filling...All swimming inside my belly...goodness." 

Benji whimpered and snuggled up to his friend. "It...felt so good, so happy, so lovely." 

The rat sighed a bit and smirked "What was that thing with putting my head into your mouth? Were you going to eat me?" 

"Huh?! N...No, I just wanted to give you the biggest kiss I could!" 

Pip rubbed over his friend's belly and nodded. "Well...I kinda liked how deep you got into my maw. Then the warmth and darkness, with wet saliva...it was so different. I wouldn't mind another kiss like that again, maybe this time my whole body being in there? I mean, if you can do so without...well...swallowing me." 

....

"Benji?" 

....

"Benji..." 

..."Zzzzzzzzzzzz" 

Pip felt the dinosaur snoozing and sleeping over-top of him. The rat blushed and patted his friend's side. "Goodnight Benji~ Sleep well~" He said, closing his eyes and relaxing in his good friend's embrace.