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Melissa carried three cans of mountain dew into her living room, towards the sound of loud, exuberant voices. It was Friday evening, and her younger brother Adam was having a sleep over while their mother was out of town. Melisa had decided to spent the night hanging out with the Gathering of Nerds. Supposedly there was going to be a DnD game later, and they were going to teach her how to play.

Then again, judging by all the clumsy roughhousing going on, Melissa wasn't sure they'd ever actually get to DnD. Earlier the boys had all climbed into their sleeping bags and knocked each other around. Now, two of them were wrestling, and the other two were chasing each other around the dark gray and blue furniture. Melissa paused to let them hurtle past. If she got bumped and spilled soda on the floor, she was gonna be pissed.

While Melissa waited for a clear route to the couch, she watched the two visiting felines run around. One of them was her favorite nerd of all. His name was Max, and he was an especially geeky little lion. Max was slightly shorter than Adam, with gangly golden-furred limbs and a patchwork mane perpetually coming in. He wore his usual nighttime attire, black and red checkered pajama pants a t-shirt adorned with an anime vixen.

Tom was also spending the night. Somehow, Max had stolen the lean cheetah's shirt. Tom was chasing him around the room, trying to get it back. The same rows of black spots that marked the cheetah's face and limbs ran all the way down his back. Lighter spots adorned the pale, creamy-beige fur of his belly. Tom now wore only black sweat pants with the words Speed Demons_in golden letters down the side of each leg. Melissa had _no why it was plural, or what it was referencing. From the looks of things, the Free Baller Virus had claimed another victim, and Tom was going commando like the others.

"Gimme back my shirt, loser!" Tom scrambled after Max. Though the cheetah was faster, his speed was nullified by all the sharp zigs and zags the lion made. Tom clambered onto the dark gray couch, trying to take a short cut across it. "Give it!"

"Make me, Thomas!" Max giggled like mad, waving the other feline's shirt over his head.

"Feet off the couch, Tom!" Melissa strode into the room while the way was clear. "It's new!"

"Sorry, Melissa," Tom said, fidgeting with his pants before scrambling after Max again.

"Yeah, Tom!" Adam called out from across the room. "If Melissa gets in trouble for letting us mess up the new furniture, she'll have my nards in a frickin' jar!"

Adam was the tallest of the four boys, but still shorter, and scrawnier than his sister. They shared the same fur colors and patterns; rusty-red over most of their bodies, but snow-white from their chins to their bellies, and beyond. Each also had coal-black highlights to their hand and feet, ears and tail. Adam, though, lacked the ebony smudge beyond his nose that Melissa had. Glasses perched on Adam's muzzle, just like the other geeks. Cartoon dragons adorned his dark blue shirt and pajama pants.

Melissa laughed at Adam's suggestion, weaving her way around the scrabbling felines. "Nah, if your nards were in a jar, I'd have to look at them." She set the sodas down on an end table. "And buy a jar. I'd just squish the silly things."

Adam was too busy wrestling with his best friend Alex to reply. Alex was the smallest of the gathered dorks. He was a coyote with gray and tan fur, and an especially bushy tail. Melissa watched him struggle to fend off Adam's attempts to best him in wrestling. Or at least, something akin to wrestling. They were standing up, grappling and struggling, trying to throw each other off balance and down to the floor. Given that how her brother outsized the coyote, it didn't really seem like a fair fight. Maybe she should even the odds.

When Alex glanced her way, she flashed him a smile, lifting her knee. "Get him in the balls!"

Alex growled, struggling to push the taller fox off balance. "I can't! We're playing...UFC rules!"

Melissa wasn't sure what that was. But whatever the rules were, apparently they meant little to Adam. The geeky fox suddenly stepped forward and jammed his knee right between the younger coyote's legs. Alex doubled over with a yelping cough, eyes popping out behind his thin glasses. Adam released his arms, and Alex grabbed his crotch, flopping onto his side.

"Awwwwww!" Alex curled up with a high-pitched groan. "My nuuuuuuts!"

"Woo!" Adam thrust his fists into the air. "Victory, for Best Fox!" He jumped in place. "Best Fox, Best Fox!"

The two felines stopping running around, and turned towards the stricken coyote. When they realized what happened, they started laughing.

"Oooh, right in the doggy bag!" Tom pointed at Alex, shaking his head. "That's gotta hurt!"

"Direct hit to the coyote testicles!" Max giggled, adjusting his glasses. "Subject incapacitated!"

"Uurrrrhhhnnn!" Alex rocked back and forth, muzzle scrunched up and ears flat. "I hate...you all...so much!"

Melissa gave a mock gasp. "But I didn't do it! I was trying to get _you_to do that to Adam!"

"I hate...awwww..." Alex squirmed a little more, then curled up into a fluffy ball of aching coyote. "Everyone not named Melissa."

"Score!" Melissa laughed, and picked up two of the sodas from the table. She carried one to her brother, and handed it to him. "Here, Mountain Dew for my favorite younger brother."

Adam cracked it open and took a drink. "But I'm your only younger...oh, right." He stuck out his tongue, then glanced down at Alex, watching the smaller coyote squirm and make silly faces. "Awww, you okay down there?"

"F-fuck you, Adam!" Alex whimpered and curled up. Then just as quickly, the little yote uncurled and rolled over, groaning. "Oooh, my frickin' nards!"

"Aww, you made him swear!" Melissa ruffled her younger brother's black-tipped ears. "You're getting really good at sacking your friends. I'm so proud!"

Adam laughed and pushed her hand away, grinning. "I learned from the best!"

"Duh, you did." She popped open her own soda and sipped it. "Speaking of which, where'd this 'best fox' thing come from?"

"It's a title he gave himself." Tom padded over, a bounce in his gait, and still without his shirt. "First it was him and Sam arguing who was best, then it got worse when Jay moved here."

"Jay?" Melissa splayed an ear. "Don't think I know him."

"He's a red fox, like us." Adam took another drink, watching Alex rolling around. "He's my age. Only, he's like, so geeky!"

Melissa quirked a brow. "You're wearing pajamas with dragons on them."

"Yeah, but..." Adam looked himself over, huffing. "Okay, fine. Anyway, I have to make it clear who the best fox is, because-"

Max suddenly stepped between them, posing dramatically, held tilted back. "There can be only one!"

Adam slapped him over the head. "I was gonna say that!"

"Ow!" Max rubbed his head, then made a halfhearted attempted to backhand Adam in the crotch.

The fox danced away, laughing. "Nice try, but you gotta work harder than that to get..." He threw his fists up once out of range. "Best Fox!"

Melissa splayed her ears. "You nerds are so weird." Then she nudged Max. "You gotta do it surprise. Adam's pretty good at dodging, if he sees you coming."

"Yeah, I've noticed." Max grunted, rubbing himself through his pjs. "He sack-tapped me like three times last sleepover, and I still haven't gotten him back!"

Adam glared at the lion "And you deserved it, because..." He waved at his sister. "You know."

Melissa just laughed, making a show of looking Max up and down. "Guess if I give him another handie, he's gonna have to buy a cup." She turned towards the table, brushing her tail across Max's crotch. She fetched his soda and handed it to him. "Mountain Dew for best lion."

"Best lion's about to have best chubby." Adam giggled to himself.

Alex pushed himself up onto his knees, groaning a little. "Did you say Max has the best chubby?"

"That's what I heard, too!" Melissa went to the couch behind Max and flopped onto it. "I didn't know you and Max were that kind of friends."

"In hindsight," Adam said, rolling his Mountain Dew can between his hands. "That was not my best word choice of all time."

"Not in the least." Melissa snatched Max's tufted tail, tugging it. "C'mere, Kitten Marbles, you can sit with me."

"Still don't have kitten marbles," Max said, muttering under his breath. He settled onto the couch next to her, offering a shy smile. "Hi."

"Hi, Max." Melissa circled an arm around his waist, pulling him against her. She stroked his side, then gently squeezed his hip. He shivered, leaning into her affection. Melissa nosed at his ear. "Having a good night?"

"Y-yeah."

"And lion chubby in three...two...one..." Adam pointed at Max's crotch, where a noticeable bulge had developed in his pajamas. "Lift off achieved!"

"Shut up, Adam!" Max growled, his tail lashing. "You get one every time you snuggle Sarah!"

Adam shrugged, smirking at the lion. "I guess mine are a lot more noticeable than yours."

"You'd know, Captain Sneak-A-Peek." Melissa stuck her tongue out at her brother. She leaned against Max, lowering her voice as if speaking just to him. "I bet you dorks have flashed each other your boners before, anyway."

"Actually..." Tom pushed his glasses up his muzzle. "This one time? Max and I didn't really know what knots were, and Adam and them didn't know what barbs were, so-"

"And this other time?" Adam took a few menacing steps towards the cheetah. "Tom got kicked where it counts, for blabbing too much!"

"Okay, okay, leave my balls out of this!" Tom bared his fangs, hissing.

"Oh my god!" Melissa's ears shot up. She nosed at Max's ear, drumming her fingers against the lion's thigh. "So you guys really did show each other your boners?"

"Well, that's..." Max gulped. Her touch left him shivering, but her question left his ears flattened back. "Not exactly the events that occurred, but..."

When he trailed off, Melissa knew he was hiding something. Had they done more than just flash each other? "Okay, you can't leave me hanging that way, what did you-"

"And this other time?" Adam gestured at Tom with his soda can. "Spotty nards over here totally came in his sleeping bag!"

Tom gave a horrified gasp. "Shut up, sheath-lick!"

Melissa's eyes widened. "You mean like, he came, came?"

"Yeah!" Adam burst out laughing, with Max and Alex joining in. "In his pajamas and everything!"

Tom growled, stomping a foot. "You promised you wouldn't tell!" He turned towards Melissa, waving his hand at everyone else. "It's their fault, they made me do it!"

"All three of you?" Melissa gave Adam a baffled look. "I knew you were curious, but I didn't know you guys had done anything together yet."

"That's not..." Adam stammered, licking his nose. "We didn't even touch it!"

Max set his soda aside to fidget with his pajamas. "It was an accident!"

Melissa set her hand between the lion's legs. His still-rigid feline erection greeted her palm, with just a thin layer of fabric between them. He sucked in a breath and went still, fighting back a groan when Melissa gave him a slow, tender rub. "You mean you were doing this, and accidentally set him off?"

'C'mon, Mel. In front of me?" Adam looked away, flattening his ears. "And no, not like that."

"Just tell me what happened, already." Melissa returned her arm to it's place around the lion's waist.

"I had morning wood!" Tom huffed, glaring at Adam. "And these jerks thought it would be funny to roll me around on it!"

"He was in his sleeping bag." Max spoke up after collecting himself. He adjusted his glasses, and licked his nose. "Laying on his belly. And out of nowhere, he just announces to everyone, that he's got major morning wood!"

Adam lifted his voice to a higher register. "I totally got major morning wood right now, you guys!"

"I don't talk like that!" Tom balled up his fists, then turned towards Melissa. "And I didn't say it like that, either. I just said I had morning wood. Cause I did. Kinda like Max has total evening wood, right now."

"There's no such thing as evening wood." Alex stood up and limped to a recliner. "Max just has a normal boner."

Adam smirked at the coyote. "I mean, even morning wood is really just a boner you get in the morning."

Melissa grit her teeth, slipping her hand down between Max's legs again. This time, she found a lion testicle hidden in his pajamas, and trapped it between her thumb and a few fingers. Max squeaked and tensed up. Melissa smiled at him, rolling the trapped ball around. "Finish the story, or I start pinching."

Adam shrugged, flicking his tail. "I don't care if you pinch Max's nard."

"Thanks a lot, asshat!" Max gnashed his teeth, then set a hand over Melissa's. "Okay, okay, don't pinch it, huh? Basically, Tom was laying on his belly, and Adam thought it would be funny if all piled on his back while he had a boner. Just to make it uncomfortable, I guess? And so we like dogpiled on him, and started rocking him around on the floor. And...well, you can guess what happened, right?"

"Really?" Melissa released her tender captive, turning her gaze onto Tom. "That set you off?" And she'd thought her foot had him ready to spill in a hurry the other day. This was even worse.

"Well..." Tom rubbed his spotted arm, huffing. "I'm not exactly...yanno, experienced! And I tried to tell them! He gulped, flattening his ears in embarrassment. "It was trapped between my belly fur and my sleeping bag. So wasn't getting squished, more like...rubbed back and forth."

"He was all..." Adam raised his voice again. "Guys...guys! You're gonna make me....nrrrrhh! And then..." He waggled his fingers near his own crotch. "Sploosh!"

Melissa laughed, shoulders shaking. "Oh my god! So you cheetahs are that quick!"

"It was not that quick!" Tom growled, spotted tail whipping at the air. "It was like, five minutes straight, they just wouldn't stop!"

"It was like five seconds, maybe." Adam cackled along with his sister. "I thought he was joking! So we kept rocking him! Then all of a sudden, his back was arching, and you could totally tell he was cumming! I had to get him some clean pajamas, and let him use our washing machine like, all day."

"That's hilarious!" Melissa nudged the lion with her elbow. "How come you never told me that?"

"We promised Tom we wouldn't." He leaned around Melissa to peer at the cheetah. "So I'd like to point out that it was Adam who blabbed, not me."

"Yeah, well, know what else is hilarious?" Tom suddenly surged towards Adam, grabbing the waistband of the male fox's pajamas. "Fox balls!"

With that, Tom yanked Adam's pants all the way to the floor. As usual, Adam wasn't wearing any underwear beneath his pajamas. In an instant, his vulpine sheath and testicles were completely exposed. Adam's balls hung loose, snowy-white pecans dangling free under his white-furred sheath. He yelped and stumbled, trying to get his pants up, his bits jostling.

"Oh my god!" Melissa erupted into fresh laughter, pointing at his genitals. "Fox stuff, fox stuff! Look at those bouncy little snowballs!"

"Shut up, Melissa!" Adam bent over to grasp his pants, white pouch jiggling under his red furred butt. "You're friggin' dead, Tom!"

Alex giggled like mad from his chair. "His tail looks like a fluffy red rooster sitting on a couple of eggs!"

"Screw off, Alex!" Adam yanked his pajamas back up, wriggling and adjusting them. "How'd you all frickin' like if I made you flash your sheaths and balls to your sisters?"

Max held his hands up. "I had nothing to do with it!"

"Yeah," Melissa said, nudging the lion. "But you'd look adorably embarrassed if I pansted you in front of Sarah."

"And I don't have any sisters!" Tom hurried around behind the couch, resting his hands on it. "So nyah!"

"You got girl cousins, right?" Adam growled at Tom, following him around the couch. "I'm gonna yank your pants down in front of them!"

Tom swayed his hips, tail swishing. "Ooooh, Adam just can't wait to get me outta my pants!"

Adam snarled. "You literally just yanked my pants down!"

"Yup!" Tom dashed around to the front sofa, standing in front of Melissa and Max again. "And everyone saw your sheath and balls, even your sister!"

The vixen giggled as she snuggled the lion, casually stroking his thigh. "Sure did! Max's are cuter, though."

Max flashed her a sheepish, yet delighted grin. Before he could reply, Adam leaned over the back of the sofa to snatch up a pillow.

"Shut up, Tom!" The fox hefted his makeshift weapon. "Everyone's gonna see your sheath and balls next!"

Melissa glanced back at her brother. "Haven't you all seen each other naked before anyway? I know you guys go skinny dipping."

"That's not the point!" Adam growled at the cheetah, sizing up his aim.

"Whatever, pervert! You just think I'm sexy!" Tom laughed and stuck his tongue out at Adam, only for the fox to hurl the couch cushion right into his face. It hit him hard enough to send him stumbling back. "OW! My nose!" Tom grabbed his muzzle in both hands. "Dude, you're gonna break my glasses! Time out!"

"Hey Adam?" Melissa shot her brother a wicked grin. "Don't say I never did anything for you."

While the cheetah was distracted, Melissa seized the opportunity to join in on the pantsing game. She jumped off the couch and grabbed the waistband of Tom's sweatpants. Tom gasped and reached for her hands, but by then it was too late. In a single smooth motion, Melissa yanked Tom's pajamas down to the floor, fully revealing the geeky cheetah's privates.

Up close, the cheetah's sheath and balls were similar to those of a lion. Tom's pale, beige-gold sheath was short and snug, with his fuzzy cheetah testicles hanging a bit loose beneath it. One was slightly lower than the other. And Melissa finally had the answer to her question from the other day. Yes, a cheetah's spots did go all the way down. Tiny ebony circles marked both his sheath, and his scrotum, with larger spots across his otherwise yellow-gold butt.

Tom shrieked as the rest of the room erupted in laughter. Before he could get his pants back up, Melissa shoved him. Tom stumbled towards the couch and his feet got caught up in his pajamas. With a yowl, the geeky cheetah toppled over into a gangly, naked heap.

"Nice scrotal markings, Cheetah!" Max cackled in glee, his tail flicking.

"Scrotal markings?" Melissa flopped back next to him, giggling with the others. "Okay, Professor."

"It means ball spots!" Alex laughed so hard he ended up clutching his ribs. "And he's right! Nice ball spots, Tom!"

"Like you haven't seen them before, you little pervert!" Tom snapped his teeth, trying to untangle his feet from his pajamas.

"Thanks for the assist, Melissa!" Adam hurried to Tom, crouching down to grab his pants. "These are mine, now!" He yanked them off the cheetah's feet, and scrambled away. "Victory for The Best Fox Siblings! Worst Cheetah loses, and has to go naked!" He hurried back behind the sofa, hefting up the rumpled, _Speed Demons_pajamas. "These are our victory trophy!"

"That's weird, dude." Melissa shook her head, laughing. "But you should totally hide those!"

"Good idea!" Adam ran off, yipping laughter.

"Hey!" Tom pushed himself up to his hands and knees. "That's not funny!"

On his hands and knees, Tom presented a very clear view of his both his spotted butt and the feline testicles hanging under it. His long, slender tail quickly twitched in agitation. Melissa stared down at the lean feline's beige-furred balls and their tiny black spots. Before Tom could finish getting up, she lifted her foot, pressing her bare, black-furred toes into the younger cheetah's boy-pouch. Feline nuts outlined themselves against the fuzzy sack, resting against the vixen's foot.

Tom squeaked, wide-eyed and frozen in place.

"Wow..." Melissa wiggled her toes, making Tom's nuggets jiggle. "You boys really do look exposed in that position!"

"Ummm..." Tom gulped, glancing at Melissa across his bare back. "Please don't kick me in the nards!"

"Too late, dude." Max shook his head and heaved a mock sigh. "You're in the danger zone, now. No one ever gets Melissa's foot there, and survives."

Melissa just laughed at that. "Oh, please. I've been very nice tonight."

"Could you, maybe..." Tom flicked his tail against Melissa's leg. "Keep being nice? Asking for my two best friends."

"I could be..." Melissa wiggled her toes again. The cheetah's scrotum was warm, and each plump feline grape was distinct against her toes. She curled her arm around Max's middle, snuggling her favorite nerdy lion again. "Whatcha think, Max?"

Max licked his nose. "Of what? Your foot in his balls?" He scrunched his muzzle. "It's sorta cute, I guess. They guess they do look pretty funny, like that."

Melissa blinked, then tilted her head, her ears splayed. "No, Professor! I meant, should I crack his nuts, or not?"

"Oh, of course, um..." Max adjusted his glasses, his ears pinned. "I-I knew that. And...as a fellow owner of testicles, who understands how profoundly they ache, my vote is for you to be merciful." When Melissa only stared at him, Max offered her a sheepish grin. "Um, that is to say, yeah, maybe don't kick him in the balls this time."

"Thanks buddy!" Tom lifted a hand away from the floor to offer a thumbs up. "So, uh, Melissa...can I go find my pants now?"

"Nope! You're gonna wait here while Adam hides them." Melissa lifted her foot higher, further outlining the fat, slightly rounded ovals of the cheetah's balls. "But, if you do what I tell you, at least you won't get kicked."

Tom sighed, hanging his head. "Fiiine. What do I gotta do?"

Alex folded his arms. "Probably say some crap about how girls rule."

Melissa flashed the coyote a grin. "You boys know me so well. But no, not that." She returned her attention to the cheetah. "First? I want you to roll over onto your back."

The vixen pulled her foot back to give Tom some room. He eased over slowly, first to his side, then towards his back. Melissa's eyes remained locked on his privates, save for a quick glance to confirm the other two boys were staring as well. Both were. Melissa suspected they were at least bi-curious, if not more. Casual as could be, Melissa rested her hand on Max's crotch. The scrawny lion was definitely still erect.

She stroked him through his pants, happy to encourage his curiosity. Melissa whispered into the shuddering lion's ear. "It's cute you can't look away."

Max immediately did just that, as if she'd broken some spell. Instead of staring at Tom's bits, he buried his face against her shoulder, murmuring something incomprehensible.

Once Tom was on his back, Melissa nudged the naked cheetah's feet with hers to get him to spread his wiry legs. He did so, and his feline balls hung down towards his butt. The left one was a little plumper than its companion. Tom's sheath looked thicker than before, with a hint of red peeking out from its tip. Melissa brushed her toes up and down one of Tom's thighs, teasing the silken fur there.

"Yer rufflin' my markings," Tom said, shivering. An inch or so of pointed, feline penis revealed itself.

"Looks like I'm doing more than that." Melissa shifted her foot to his other thigh, teasing it the same way.

Max lifted his head again, clucking his tongue. "Geez, Tom, you're getting a boner while people are watching?"

"Oh shut up!" Tom folded his arms over his bare chest. "You've had one all damn night!"

"Not all night!" Max thumped his tufted tail against the couch.

"Yeah, dummy!" Alex leaned forward, his ears perked and muzzle parted in canine smirk. "He's only had one since Melissa started snuggling him."

Tom hissed at the younger canine. "What are you, the boner police? How long have you had yours?"

Alex gave an embarrassed yip, shifting himself in his pajamas. With all the cushions around him in the big recliner, Melissa couldn't tell if the coyote actually had an erection or not. But given his reputation for getting them when skinny dipping with the other boys, she wouldn't be surprised.

"Enjoying the view, Alex?" Melissa moved her foot back to the other side of Tom's sheath, rubbing it with her toes. It was very warm. Her touch stirred more of him to show itself. "It's okay if you are, you know."

Alex swallowed hard, squirming, and adjusting himself again. "M-maybe..."

Melissa just giggled. "Yote boner, yote boner..."

"Yeah, yeah." Alex leaned on the arm of the sofa. He pointed down to the floor. "So, uh, weren't we all lookin' at that naked cheetah?"

"We sure were," Melissa said, returning her focus to Tom. "Now, there's something I want to ask you about. And my foot?" She lifted it, wiggling her toes in the air. "Is going to make sure you tell me the truth." She plopped it down against his sheath and balls. "Can you guess how?"

Tom grunted, his legs coming together. "I got an idea, yeah."

"I bet! But, if you're a good kitten?" Melissa rolled her foot in a circle against his sheath. The rest of the cheetah's cock quickly slipped free beneath her toes, hot and slick. "Maybe I'll finish what I started in gym the other day. But if don't play along?" The vixen trapped his nuts beneath her foot. "I step on your balls till you change your mind. Got it?"

"G-got it!"

"Good! But first, let's take a look at what you've got."

Melissa lifted her foot, revealing the cheetah's erection. His tapered feline penis lay against his lower belly, bright red against pale yellow-gold fur and black spots. Tom's balls were snugger now, outlining the delicate spheres against the furry skin. She leaned forward for a closer look, faintly able to make out the odd little bumps marking his barbs. The vixen was quite pleased to see the other boys leaning forward for a better look, too.

"Cheetah chubby, cheetah chubby!" Melissa nudged it back and forth with her foot.

"Cheetah chubby, cheetah chubby!" Alex joined in with Melissa's silly chant. "Tom's got a bo-ner!"

"And I'm starting to think Tom likes showing it off." Max turned his attention to Melissa, smirking. "But see? I told you I didn't have kitten marbles. Mine are totally bigger than Tom's!"

Melissa slipped a hand between Max's legs, rubbing his balls through his pajamas as if to refresh her memory of their size. "Yeah, yours are bigger. Cuter, too. But you've _both_got kitten marbles."

"Yeah, well," Max said, his voice trembling from Melissa's touch. "My erection's bigger, too!"

Alex giggled, glancing towards the couch. "I'm gonna have ask Melissa for verification."

Melissa nudged Max with her elbow. "It might be a little bigger. I'd tell him to prove it, but we all know Max isn't brave enough."

Max glared at her, baring a few fangs, ears pinned. "Since when? I was brave to show you!"

"You sure were!" Melissa cradled his cheek, cooing to him. "But are you brave enough to show it in front of Tom and Alex, and prove lions are bigger than cheetahs?"

"Umm..." Max gulped, scratching at his patchwork mane. He flicked his tail tuft against the sofa. "Okay, but I'm only flashing it for a second."

Alex scooted forward, giggling again. "Do it, then! I bet Tom's bigger..."

"I'm _totally_bigger!" Tom pushed up onto his elbows, looking down at himself. "But if I'm not? It's only because you're a lion!"

Max slowly rose to his feet. His leonine boner jutted out against his pajamas, clearly outlined. "Oh...okay, umm..." He shifted his weight, glancing at Melissa. "I'm only doing this cause you asked, but...h-here goes..."

When Max turned towards the other boys, Melissa decided to speed things up before nervousness stole the lion's chubby. She reached out and yanked down Max's black and red checkered pajama pants. His leonine erection sprang up, jutting towards the ceiling. It overlapped the very bottom of his shirt. His golden-furred balls quickly tightened up thanks to the influx of cooler air surrounding them.

"There!" Melissa straightened enough to circle her arms around Max's waist. "Lion boner!"

Alex leaned forward to point at it, staring. "Lion boner, lion boner!"

"H-hey!" Max bubbled with nervous, embarrassed laughter, the inside of his ears flushing red. "It was only supposed to be a flash!"

"And now it's a pantsing!" Melissa leaned around him to peer at his erection. "Besides, now you get to enjoy seeing my muzzle near it." The lion's penis was just as she remembered, pointed, red and smooth aside from the little barbs encircling part of it. It was very similar to the cheetah's, but a little larger, as were his balls. "See? Max is bigger."

"Heh..." Max shifted his weight, though the favorable comparison seemed to have eased the worst of his embarrassment, if only for a moment. "Told you, Tom!"

"You're still both total geeks." Melissa trailed her hands down Max's body, tantalizingly close to his most private parts. "But you're both kinda sexy, too. And you're both fucking adorable." She curled her fingers around the lion's naked balls. He tensed up, holding his breath. "And if you ever tell anyone outside this house I said that? I'm gonna use these for stress balls."

Tom snickered. "I thought we already decided no one cares if you squish Max's nuts?"

Melissa just rolled her eyes. "You idiots know what I mean." She released Max's balls, sparing Alex a quick smirk. "Your turn."

"Wh-what?" Alex went wide-eyed.

"You got a boner too, don't you?" Melissa's hands roamed up and down Max's hips in plain view of the other boys. "Wanna show it to us? Let me compare canine to feline?"

Alex looked down at himself. The outline of the coyote's erection in his sweatpants was a visible now. "M-maybe..."

"Hah, you guys aren't gonna believe where I hid Tom's pants!" Adam trotted back into the room, unable to see what was happening at first. "He's never gonna find..." Then he came around the couch, trailing off. The nerdy fox's gaze wandered from feline boner to feline boner, getting wider and wider. Finally he stared at Melissa, muzzle agape. "What the fuck is going on?"

Melissa released Max and flopped back onto the sofa, laughing. "Sorry, my fault!"

Adam picked up his mountain dew and took a long drink while Max struggled to yank his pants back up. He wiped his muzzle. "Sheesh! I'm gone like five minutes, and there's practically an orgy going on!"

"S-sorry, dude!" Max managed to get his pants back up, his erection rapidly retreating. He dropped onto the couch next to Melissa. "It was a dare!"

Adam only glared at the lion and vixen. "Can't you two at least wait until everyone else has gone to bed?"

Melissa shrugged. "Would you wait, if you were sleeping over at Max's, and Sarah was teasing you?"

The fox grit his jaw, working his soda between his hands. "Okay, okay, that's fair." He nudged the naked cheetah's hip. "But what's your excuse?"

Melissa answered before Tom could. "His excuse is, after your sleeping bag story, I wanted to see if cheetahs are always that quick." She returned her foot to Tom's privates, gently teasing his retreating erection into standing at full attention once more. Tom shuddered, eyes rolling. "Plus I sorta owe him one."

"Oh, God." Adam flopped into an empty chair. "Well..." He sipped his soda. "At least that won't take long."

"You seem awfully sure about that." Melissa stared at her brother, who suddenly couldn't meet her gaze. "You speaking from experience?"

Adam swallowed, and took a longer drink as silence fell over the room. "I already told you about when we dogpiled on him."

"No, not that." Melissa slipped her foot down to press her toes into the younger cheetah's balls. "Okay, Tom, truth-telling time! Earlier you said you didn't know what knots were, and he didn't know what barbs...wait." She sucked in a breath when it clicked. "You guys all fooled around together? No way!"

"Not all of us!" Alex sat up straight, muzzle agape. "Max and I just watched!"

Adam choked on his soda, coughing. "That's...that's not...!"

"Damn, really?" Melissa erupted into laughter, shaking her head. "You and Tom, huh? I honestly thought it would be you and Alex. Hell, I was gonna suggest you two get some alone time tonight. Didn't know you already did stuff with Tom and let people watch."

"What!?" Alex bolted upright with a squeak of alarm, tan-furred ears plastered to his skull.

"Don't be jealous, Alex," Melissa said, still laughing. "Maybe Tom will share!"

"That's not what we did!" Tom held his hands up. "We didn't even touch each other!"

Melissa blinked a few times, confused. "Then what the hell happened that's so embarrassing?" She pressed her foot into Tom's balls, growling. The pressure made his erection lift from his belly. "Either start explaining, or I start stepping!"

"Okay, okay!" Tom's muzzle scrunched up. "Don't squish my nuts! So, this one time, a while ago, we had another big sleepover, right? It was winter, and we were having a snowball fight. And Adam got Max right in the nards!"

Melissa glanced at her brother. "I'm so proud of you."

"Uh...thanks." He hopped to his feet. "I'm gonna go play games or something."

Melissa pointed to the chair. "Just sit down, it can't be that bad a story."

With a sigh, Adam sank back into the recliner. "Fiiiiine."

Melissa curled her arm around Max, pulling him back into a snuggle. He eagerly cuddled against her, his eyes fixed upon her foot and the cheetah's genitals. The vixen rolled her foot back and forth against Tom's erection, rubbing it into his belly fur. He moaned and shivered, arching his back to press his heat against her pads. She moved her foot sideways, then traced the edge of it up and down the side of the cheetah's erection. It twitched and jumped alongside her toes.

"Alright, Tom." Melissa switched feet, toying with his balls with her toes. "Keep telling the story, and I'll keep going."

Tom nodded, struggling to concentrate. "I figured, if Adam was aiming for the nuts, so was I!" Tom took a few breaths to steady himself, his tail curling in pleasure. "Only, I missed, sort of."

Adam rubbed himself through his pants. "Stupid cat hit me right in the frickin' knot!"

"I didn't even know he _had_a knot!" Tom glared at the fox. "So when he started yelling, ow, my knot, my knot, Max and I got really confused."

Melissa squeezed Max's hip. "You mean even Professor Lion didn't know about knots?"

"I mean, sort of, but..." Max rubbed the back of his patchy mane. "I thought that was only post ejaculatory." He pointed at Adam and Alex. "They didn't know we had barbs, at all!"

Alex scrunched his muzzle. "Health class didn't really go that kind of fine detail."

The vixen bumped her toes against Tom's fuzzy almonds. "What happened next?"

"Well..." The cheetah trailed off into a moan when she returned to giving him slow, teasing strokes. "We talked about knots and...b-barbs! And we kinda decided...someone had to demonstrate."

Melissa blinked. "Demonstrate? You mean..." She lifted her eyes to her brother, her ears perked. She curled her fingers, and made a stroking motion. "In front of everyone?"

Adam threw his hands up. "Well, Alex was too chicken, and I got dared!" He snatched his soda, took an angry drink, then pointed at Tom. "He did it too!"

"You wanted to know what barbs were!" Tom bared his fangs, hissing. "And you said you wouldn't do it alone!"

"Well, I wasn't gonna be the only one doing that!" Adam thumped his can back down, folding his arms. "There! Now you know, Melissa. Happy?"

Melissa only smiled. "Of course! I didn't know you guys were that kinky. That's awesome, though. I'm glad you're not afraid to admit what you're into."

"That's not exactly..." Adam curled his tail into his lap, picking invisible burrs from it. "We weren't being kinky. Just...curious."

"And I'm glad you're okay with that curiosity." She giggled, nosing at Max's ear. "I bet you got a chubby from it, too."

Adam smirked at his friend. "He definitely did."

"Good boy." Melissa licked the embarrassed lion's ear, ignoring his murmured denials. "I should just start making you guys go bottomless during sleepovers. You'd clearly enjoy it."

"Would you go naked too?" Tom sat up to gently stroke Melissa's foot. "I'd probably do it, if you did."

"I might consider it." Melissa rolled his hardness underfoot, earning a whimpering groan. "So it was your idea for Adam to show off his knot, huh?"

"M-maybe..." Tom settled back down again, eyes rolling. "You're...gonna make me cum, you know..."

"Yeah. I am." Melissa flashed Alex a toothy smile, ears up in mischievous curiosity. "Since you watched, who had the cuter orgasm face?"

Alex wrung his hands, but couldn't hold back the sheepish smile creeping across his muzzle. "Adam did."

"Shut up..." Adam crossed his eyes, staring at the wall.

"Aww, don't be shy Adam, your boyfriend thinks you're cute!" Melissa laughed, then ducked when Adam hurled a pillow at her. It sailed over the back of the sofa. "Alright, alright, I had that one coming." She rested her head on Max's shoulder. "So what about you, Kitten Marbles? Who's o-face did you think was better?"

"Honestly?" Max peered at the cheetah, giggling. "Tom's. The way his tear streaks got all scrunched up was pretty adorable."

"That does sound pretty cute, actually." She lifted her foot so everyone could see the cheetah's genitals. "You guys wanna see him blow under my foot?"

"I mean...okay." Max licked his nose, shrugging. "Never seen it happen that way, before."

Alex rubbed his muzzle. "I feel like I'm being corrupted and pulled into a sex cult, but..." He lifted his ears and giggled. "Yes!"

Adam propped his feet up on a footstool, arms still folded. "I don't wanna see you do anything, but whatever. Won't take much. You could probably just talk about it and Tom would finish."

The vixen scooched forward on the sofa till her butt was nearly hanging over the edge. She wiggled her toes at Tom, then settled her footpaw between his legs. Melissa flexed her calf, pressing the cheetah's feline cock soft pads and warm belly fur. She rolled her ankle, working the trapped organ around in blissful motion.

Tom moaned, lifting his hips into her touch. He balled his hands up into fists, tongue poking from gaping muzzle. Melissa maintained a slow, rolling pace, trying to match the cheetah's breathing. She matched his inhalations with slow, side to side strokes against his own fur. When he whimpered and shivered she paused, letting her warmth and intimate touch keep him hard without pushing him over the edge.

Melissa worked her black-furred foot down to his feline balls, toying with them beneath her toes. Then she worked back up to the cheetah's tip, where beads of wetness dribbled against her pads. Every motion left him trembling, groaning, and his tail curling. Tom's head lolled around, and his tongue peeked out between his teeth in wordless plea for her to finish him off. Yet every time she felt him tense, she paused just long enough for him to come back down.

All the while, the other geeks were silent. Max and Alex watched with wide eyes, and Adam struggled to avoid doing the same. While she pleasured the cheetah, Melissa watched Tom's face. All the little tremors of delight, the gasps and groans, each left its mark on his expression. His tear streaks scrunched, his ears flattened and left his glasses askew.

Melissa teased Max, too. She licked and nibbled his ears, kissed his cheek. The vixen's hands roamed the lion's thighs, squeezing and kneading. Occasionally she let her hand reach his crotch, to caress him through his pajamas. Max was quite hard again, and her hand wandered his barely hidden length.

She nuzzled his ear, whispering. "I want a naked lion in my room, tonight."

Max returned her nuzzle and her breathless whisper. "O-okay!"

The vixen cradled Max's cheek, turning his head back towards Tom. "Watch him finish with me!"

Melissa worked her foot swifter now. She rolled her ankle in a circle, massaging the cheetah's trapped erection. Tom gasped, a louder, sharper sound than before. Melissa pumped her footpaw, stroking the feline's cock in short, swift, and ceaseless motions. Tom's back arched, and he cried out she pushed him into the orgasmic abyss.

Tom's whole face scrunched up, wrinkling his tear streaks. His ears pinned back, and his muzzle gaped half-open, tongue curled in trembling bliss. The cheetah's maleness pulsed, but the pressure kept it pressed to his underbelly. Spurts of hot cheetah seed burst forth, one after another. They puddled on his spotted, beige-gold belly fur, just beyond Melissa's toes. Tom writhed, moaning and gasping, his face crinkled up the whole time.

When Tom's delighted wriggling finally ceased, Melissa eased her foot back. She wiped it off on his thigh. "You're right, Max. He does have a cute orgasm face."

Tom flopped against the carpet, limbs akimbo. Aside from his panting, he was completely still. "Th-thanks..."

"You're welcome, Spots." Melissa leaned back against the couch, grinning. "Enjoy yourself?"

"Uh huh!" Tom lifted his head to flash an open-muzzle cheetah smile. "Not exactly how I expected to lose my virginity, though."

"That's not losing your virginity, dumbass." Adam chuckled, rising up to his feet. "As the only one here who doesn't have a boner, I'll get you some paper towels."

"Half-mast still counts as a boner, Adam." Alex stuck his tongue out at his friend.

"It does not, and I'm _not_at half mast." Adam glared back at the coyote, who had taken to covering himself with a cushion. "I dunno why you're hiding yours, though."

Tom half-heartedly grasped at Adam's feet. "Can you get my pants, too?"

Adam shook his head. "Oh, no. After that little spectacle, you may as well just go naked tonight."

Melissa laughed, playfully swatting at her brother's tail as he passed. "That's the spirit, Adam! Besides, that's gonna make learning to play DnD even more interesting."

Max blinked, twisting around to stare at her with splayed ears. "We're...we're still playing DnD?"

"We better be! It's still early." Melissa stretched her arms up over her head. "What, you didn't think I was gonna help you with your boner right now, did you?"

Max squirmed, shrugging. "I dunno...kinda hoped..."

"Nah." Melissa shook her head. "I've already monopolized too much of poor Adam's sleepover. But don't worry. You and the boner-yote over there won't have blue balls forever. Your time will come eventually." She poked Max's nose, grinning. "And when it does? So will you."

*****

And that's it for Part One of The Sleepover! If you've enjoyed, please click the FAVE button, and please leave a comment with your thoughts! Favorite moments, favorite characters, general thoughts, which pairing you might like to see next and so on!

And stayed tuned for Parts Two and Three coming...eventually! Thanks for reading!