!!! WARNING !!!
Contains M/M, Cub/Teen sex.
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Walking toward the women's dressing rooms alongside his big sister Celia, the kitten boy held three pairs of skirts and four tank-tops.  As they reached the entrance, Devin looked at his sister, who nodded in return.  The boy entered the dressing rooms while big sis stood at the entrance.  He went down the line of the stalls, and selected one at random.  Pushing open the door, he was surprised to see a much older dog standing by the mirror, his clothes on the bench and the store clothes on a hook.  Devin blushed and stumbled for words.  "Umm...I-I'm sorry.  I didn't know..."

Sam gasped as the door swung open; he blushed as he saw a small boy standing there. "I- I'm sorry, I forgot to lock the door." He stuttered, standing there in only a pair of pink panties. He looked over Devin and noticed the armful of girl’s clothes he was carrying. He blushed just a little more. "Eheh... y-you like wearing girls clothes too?"

Devin continued to blush as he shyly nodded.  "Uh-huh."  His face was turned away, but slowly he looked back at the figure before him, and his eyes caught the bulge in the older boy's panties.  Devin turned his gaze away after letting it linger for a few seconds, his own boyhood starting to stir underneath his blue shorts.  He tugged at the collar of his white t-shirt and looked out toward the hallway.  "Umm...Maybe I should go to another stall."

Sam looked away shyly as well, blushing brightly at the situation. He looked back at Devin for a moment before speaking. "Well... I think all the other stalls are full." He said, remembering his trouble in finding an open stall. "But, I guess... we can share this one. It’s big enough for us both to fit in here." He blushed and covered his midriff with a green tee-shirt, noticing the boy eyeing his bulge.

"Oh...Okay."  Devin closed the door and slid the latch in place.  The kitten turned around and put the store clothes on another hook.  Trying not to get in the way of the older boy, and also trying not to look, Devin took off his shirt and put it on the bench next to the dog's clothes.  Blushing even more heavily, Devin pulled down his shorts, revealing a pair of pink, frilly panties he had worn specifically to see how the skirts would look.  His hands immediately covered his own bulge, which was accentuated by a darker pink heart on the panties, as he quickly shuffled back over to the hook he was using.

Sam turned around as Devin closed the door and put his clothes on the hook. He reached over and grabbed a pair of tiny denim shorts. He bent over to put them on and accidently pressed his pantied butt into the kittens face. He felt Devin's muzzle rub against his taint lightly before gasping and straitening up quickly. He turned to Devin and blushed hard. "I’m so sorry!" He said, feeling very embarrassed.

"Err...its okay, I guess."  Devin tried to ignore what happened and reached for a red skirt.  The kitten started to put it on as he looked back at the older boy's butt, his boyhood stirring once more.  Trying to refocus on the task at hand, he grabbed a pink shirt and put that on as well.  He walked in front of the mirror to get a good look, and even pulled up the skirt to see how his panties look.

Sam nodded and went back to what he was doing. He carefully stepped into his shorts, careful not to bend over too far. He slid them up and buttoned them before turning to the mirror. He saw Devin looking at his new outfit and smiled. "Awww... you look really cute." He said and patted his head shyly before grabbing a blue, striped sweatshirt from the hook.

"Thanks." Devin blushed at the compliment.  He took the shirt and skirt off and put them back on the hook.  Grabbing the next two items to try on, he turned around and looked back at the older boy.  "You look cute, too."

Sam blushed as he slipped on the shirt; he giggled and did a cute pose. "Heehee, thanks" He looked at himself in the mirror and smiled. "Do you think this looks nice?" He asked, standing in front of the cub, his crotch directly in front of Devin's face, letting his see his small bulge behind the hip-hugging shorts.

Devin couldn't help but stare at the older boy's groin.  He continued blushing while he gulped, the sound of which was barely audible.  He started getting nervous and shook his head, breaking his glare.  He looked up toward the other boy's face.  "Y-yeah, it looks good."  Devin's hands covered his own groin, the bulge of which was growing by the second.

Sam smiled and checked the mirror again. "Heehee, thanks!" He giggled and pulled off the shirt and shorts and set them aside, leaving him in only his panties again.

Devin sighed, putting on a light blue skirt and a white t-shirt.  He modeled for himself in the mirror once more, but also took a peek at the other boy.  Devin hiked up the skirt and swayed his hips a bit, starting to become more comfortable with the older boy.

Sam looked over at Devin and smiled, watching the cute kitten shake his hips. He dug through his new clothes and pulled out a pair of pink and blue panties. He blushed deep red and looked over to Devin again. "Umm... d-do you mind if I... take these off?" He said, pointing at the panties he was currently wearing.

Devin gasped slightly.  The two had been a little flirty, but he didn't think he'd actually see it.  "Umm...T-t-that's okay.  Go ahead."  Devin took off the shirt and skirt and put them back on the hook before turning around to watch the older boy.

Sam blushed harder and quickly removed his undies. He kept his back to Devin as best he could. Without thinking, he bent over to pull up the new pair, giving Devin a full view of his bits.

Devin stared as he saw the older boy bend over, getting a full view of his bits.  His own penis stood fully erect, a fact that he wasn't attempting to hide.  His face remained red from blushing, and his eyes remained focused on the other boy, even after he had pulled up the other panties.  Surely he's doing this on purpose, Devin thought.

Sam pulled the panties up and straightened them out before standing again. He looked over his shoulder at Devin and smiled mischievously.

"Those...umm...They look nice on you." Devin tried to come up with some conversation.  His nerves had returned and they started getting the best of him.  He looked at the floor and started to fiddle with his panties before looking back up into the eyes of the dog that stood before him.  He noticed the older boy's smile, and tried his best to smile back.  "So...umm..."  Devin blushed more as naughty thoughts flooded his mind.

Sam giggled and turned around and looked down at the little kitty. "You think I don’t know you like looking at me?" He got down to his knees and gently poked the tip of the hard shaft tenting the boy's panties.

Devin jumped slightly and let out an "Eep!" as the older boy touched his genitals.  Seeing the boy on his knees smiling, Devin decided to take a risk and shyly pulled down his panties, releasing his erect member from its fabric restraints.  Devin fought the urge to cover himself as he looked down at the dog boy.  The kitten's face was still a bright red as he thought about what might happen next.

Sam giggled and stared at the little cub's erection. He gently traced a finger down its length to the base. "Heehee, you sure are a cute one." He said as he lightly groped the small kitten's balls. He smiled and gave his member a little sniff. He moaned and looked up at him. "I'm Sam by the way."

Devin moaned at Sam's gentle touch.  "I-I'm D-Devin," he said between gasps.  The sensation spread through his body like electricity.  Devin started to curl his toes as he eagerly awaited what Sam might do next.

Sam giggled and stood up. He slowly pulled down his panties, letting his hardening member free. He reached down and took hold of his cock, stroking it slowly as Devin watched.

Devin stared at Sam's erect penis as the older boy stroked the shaft.  Devin looked up toward Sam's face before reaching out and taking the dog's member in his hand.  He slowly stroked it a few times before leaning in and giving it a lick.  Devin looked up at the older boy to see his reaction.

Sam gasped as Devin suddenly grasped his cock. He blushed and moaned softly as the kitten licked him, making him drool sweet pre onto Devin's tongue. "Mmmm... you sure are a naughty boy." He cooed, stroking the kitten's hair gently.

Devin smiled, taking Sam's words as approval.  He opened his mouth wide and took the teen's penis in his mouth as far as he could.  Stretching out his tongue, Devin licked as much of the shaft as he could before he started making circles around the underside of the head.  Slowly he started to move his head back and forth along the shaft, sucking slightly and moving his tongue as best he could.

Sam moaned in pleasure as the boy sucked him off. He gently stroked Devin's ears lovingly as he leaked more pre into the kitten's mouth.

Devin sucked a little harder and swirled his tongue at a faster pace.  His head bobbed over Sam's member as his right hand reached around and grabbed his partner's butt.  The kitten's other hand began gently massaging Sam's balls.  Devin took as much of the penis into his mouth as he could, bypassing his gag reflex in the process.

Sam moaned loudly as the boy worked on him. He felt his legs start to shake as he neared his climax. He grabbed the back of Devin's head and bobbed it over his rock-hard dick faster.

Devin let Sam's hands start dictating the pace as he continued to suck and swirl his tongue.  His left hand had found its way to his own penis as he masturbated himself.  His other hand had found its way to Sam's anus and Devin pushed a single finger inside, trying to bring the older boy to climax.

Sam gasped as he orgasmed. His body shook as he shot thick blasts of his hot seed down the little kitten's throat. He Pressed Devin's head down on his spurting shaft, gasping and panting in ecstasy. "Nnnnng! Oh gawd, Devin..." He moaned the boy's name as his climax overwhelmed him.

Devin gagged slightly but did his best to swallow the older boy's seed.  He continued to suck as the penis throbbed in his mouth, making sure to get every last drop he could.  As Sam's penis started to slow, Devin pulled his head back a little so he could lick Sam's now sensitive member a little more, as well as to catch some semen on his tongue to show off to his older partner.

Sam giggled as he saw the cute kitten showing off his cum covered tongue. He smiled as he got onto his knees again and kissed the sweet boy lovingly, tasting his seed on his lips. "Mmmmm... you’re a great little cocksucker aren’t you." He said, smiling widely as he patted the boys head.

Devin smiled shyly at the naughty praise.  He looked into Sam's eyes and walked over toward the bench.  "So...umm...if you can..."  With that, the kitten bent over, raised his tail, and shook his hips, trying to entice his older partner.

Sam giggled and leaned in closer, his eyes taking in everything the kitten had to offer. "Such a naughty boy, you just can’t get enough cock, can you?" He grasped the boy's firm cheeks and spread them apart, letting him see his small, tender lovehole. He licked his lips and sniffed it eagerly. He let out a moan before he snaked his tongue out and lapped at the little pucker.

Devin moaned and blushed.  His body shivered from the sensation.  His breath quickened and he moaned again.  The kitten started to wiggle his hips a little, trying to get Sam's tongue in just the right spot.

Sam pressed his face between Devin's perfect cheeks, licking at his inner walls lustfully. He moaned at the wonderful taste as he swirled his tongue around inside the little kitten.

Devin gasped, his erection twitching.  He started to pant, his body shaking.  "Pu...In.  Put it in." Devin moaned in pleasure, begging his partner to penetrate him.

Sam pulled away, his tongue slipping out of Devin's ass with a pop. He climbed over the kitten and presses the tip of his cock against his asshole. Sam moaned loudly as he slowly pushed into the boy, feeling his tight ass squeeze on his cock. He leaned down and nibbled softly on Devin's ear, whispering naughty things to him.

Devin slowly moaned as Sam's member entered his anus.  The moaning was soon mixed with a purring as Devin moved his hips to match Sam's own thrusts.  The kitten started gasping and panting once more, his legs starting to become weak as he shifted his weight to his arms that were firmly planted on the bench.  Devin clenched his muscles to try and add to his partner's pleasure.  The young boy knew he'd climax soon, and wanted to ensure his partner would do the same.

Sam moaned loudly as he thrust in and out of Devin's tight little ass, feeling the kitten squeeze on his dick as he fucked him. He spread his legs and bent his knees as he grinded the kitten's ass roughly.

Devin rocked back against Sam's thrusts, his breath becoming shallower and quicker.  The boy hissed slowly as his body started to tense up.  Soon his body stiffened, his anus clenched, and a loud moan came from his mouth as the kitten orgasmed.

Sam felt the kitten clench over his shaft as he orgasmed. Sam cried out and felt his legs go numb as he shot his second load deep into Devin's hot, tight passage. He shivered as the pleasure racked his body, making him have to support himself against the bench with his hands.

Devin purred as he felt Sam's seed fill his hole.  As Devin's body slowly relaxed he rubbed Sam's hand as it rested against the bench.  The kitten swayed his hips a couple more times.  He giggled and sighed, "Wow."

Sam panted and slowly pulled out. He smiled and fell to his knees, resting his head against Devin's freshly fucked ass. "Oh gosh... You felt... so good." He cooed, gently teasing the kitten's gaping hole with the tip of his tongue.

Devin giggled as he tried to catch his breath.  "Th-thanks.  You were great, too."  The kitten stood as best as he could, the semen slowly leaking from his butt.  He turned around to face Sam, and gave him a big, deep kiss, his tongue exploring the corners of Sam's mouth.

Sam blushed and returned the favor, locking lips with the cub as their tongues mingled. He sat down on the bench and lifted Devin onto his lap, feeling his warm cub leaking onto his leg.

Devin rubbed his head against Sam's chest and enjoyed the warmth of his body if only for a second.  Devin's eyes shot open as he remembered Celia was supposed to be waiting at the entrance, and the rest of his family were probably wondering where he was.  "Umm...It was really nice meeting you, Sam."  The kitten blushed.  "But I think I should probably get going."

Sam smiled and nodded, getting to his feet and slipping on a pair of panties. "Mmmm... I had fun cutie, you’re really sweet." He giggled and bent over to kiss him on the forehead.

Devin blushed as he pulled on his panties, shorts, and shirt.  He grabbed the clothes he was trying on and walked toward the door.  "I think I'm going to keep these..."  He turned around and gave Sam a hug.  "Thanks!"  The kitten walked to the door and opened it up.  He walked out and met Celia at the entrance and noticed her huge smile.  "You...you didn't..." Devin gasped.  Celia giggled and tousled her brother's hair, causing him to blush even harder.  "Don't worry, Devvy.  I made sure no one came in."