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This is the second part in the in the Arms of A Tomboy series. If you want buildup, backstory and character development, I suggest you read the first part, in the Headlock of a Tomboy. If you want to jump right into the sex then by all means start here :3

In the Hands of a Tomboy

"If you ever wanted to know what it is like to go down on a girl, now would be a great time." Sam said.

"There is nothing I'd rather do," Max said his voice trembling. The rat was still shivering from his orgasm, and the sudden ejaculation had left him breathless. She gently pushed him off her lap and stood up. He remained in the grass, not trusting his legs to carry him if he stood. His dick however remained hard as he looked up at her. He blinked to regain his focus, eager to do what she had asked. His heart throbbed. I'm going to lick Sam's pussy!

He felt the sweet scent of her arousal before he saw it. The lioness was drenched. Her thick, dark petals glistened with her juices and as she slowly stood up he could see her cunt dripping like a faucet, thick drops of girl cum running down the inside of her strong thighs. Max Could feel his heartbeat pick up the pace as she moved closer, bringing his face closer to her groin.

This was the first time he'd ever seen a pussy up close. There had in fact been a lot of firsts for Max this evening, and his senses threated to overwhelm him. He did his beat to breathe slowly, trying to contain his excitement.

Her pubic fur was bushy and wild and quite a bit longer and darker than the golden fur covering the rest of her body. But in spite of this her genitals stood out, her labia thick and protruding, slick with her juices, her big clit throbbing with arousal. When she moved her pussy lips quivered in rhythm with her breasts that gently swayed with each step. Everything about the tall, muscular lioness felt big and powerful and Max felt small and helpless beneath her - and hornier than he'd even been in his life. I'll never look at porn again, he thought absently as he stared at the lioness meaty pussy. He had to swallow to keep from drooling.

"Good." She almost whispered. "Then kiss it." Max gulped as she used two digits of her paw to spread her meaty lips and part her pubic fur, giving him an excellent view of her vagina. Her clit had fully emerged from its hood and it was even bigger than he had first thought, but he was barely surprised. She had a lot of everything, it seemed. It throbbed rhythmically as her pussy contracted and leaked, her nectar running down her dark sex. The flesh of her pussy had the same skin tone as the lips of her mouth, he realized - dark grey, almost black. He gave her a submissive look. Her breathing was strained and she looked at him as if he were a juicy steak. His primal instinct sent him conflicting messages of arousal and fear at the sight of hunger in the lioness's eyes. She was holding back, he realized. Trying to not throw herself over him and take what she wanted. Not that he would have mind.

"Go on. Be a good boy."

Throb.

His dick surprised him by lurching and dripping a big drop of precum. He'd regained his hardon fast, hornier than he'd ever been before, his state of arousal almost made him feel drunk.

I want to be a good boy, he thought, panting as if he'd just run a marathon. She reached him, and his snout twitched as he inhaled every nuance of that sweet scent emanating from between Sam's legs. He refused to believe that any drug in the world could get him higher. He opened his mouth and, holding his breath, gently sucked on her labia, stretching it ever so carefully with his lips. He was rewarded with the first taste of her - a sweet, rich taste, strong but not in any unpleasant way.

"Enough teasing!" She said with a little laugh. "I've been teased enough!"

Max obeyed and gave her big clit a lick. The tomboy let out a very unladylike grunt as his tongue lapped at the sensitive nub.

"Try licking around my clit," she said. "It's very sensitive. Let it get used to the sensation before you go diving in."

"Sor-"

"Don't wanna hear any apologies. Less talking, more eating."

That Max could do. He explored her folds, enjoying the taste of his friend. The tip of his tongue massaged the area around her clit. He could feel the muscles beneath her skin working whenever she gasped in pleasure and her pussy contracted. His chin quickly became drenched as the girl leaked on him. Soon his face and tongue were slick with it.

Max was in heaven. He felt tension in his balls again. If he hadn't just cum he definitely would have spilled his seed over the grass as he ate her out. Instead his dick throbbed pleasantly in sync with Sam's pussy. Whenever he heard her let out a gasp or groan of pleasure and her pussy clenched, his dick responded in kind, and precum dripped from his swollen member. The somewhat perverted thought of their cum mixing in the grass beneath him turned him on.

"Do you - hhnn - like the taste of pussy?" Sam grunted. Max, unable to speak and eat at the same time, hummed a small "Mhm!" that sounded embarrassingly girly to him. He couldn't help himself. He was lost in an ecstasy almost religious in nature - he worshiped her loins, praised her pussy with his tongue and tasted her ambrosia.

"Knew you would. Oooh. Always been a horny little bastard." Her teasing remarks made him feel ashamed, but at the same time it made his dick jump.

"Put two fingers in me" She ordered. He disengaged from her pussy, taking a big breath.

"I didn't tell you to stop." she growled, a teasing smirk on her face. "You can do both."

He could. Giving her clit a broad lick at last, the rat slowly inserted two fingers into her. In spite of his inexperience, he didn't need any assistance figuring out where. The constant stream of wetness flowing from her created a natural path for him to follow. She squeezed down around them as soon as they entered her, and when his tongue touched her clit her walls clamped down hard.

"Shi- uugh!" she grunted, grabbed his head fur. Her upper body jerked forward as if she'd gotten an electrical shock For a second Max could feel her tits resting upon his head, the large, low hanging mammaries reaching all the way down to him as she hunched over. Her hips made a few involuntary humping motions, pressing her clit into his tongue, rubbing against it, almost as if she was fucking his mouth. She was fucking his mouth. Every clench of her pussy was followed by a loud exhale of pleasure, and he got a mouthful of her cum. After a few seconds she relaxed a little.

"Shit Max. You made me cum." Max could barely believe his ears. All his life he had been sensitive. He often worried that he'd never been able to last long enough to satisfy a girl. And here he was, Sam cumming in his mouth after maybe three minutes of oral. He guessed he never conceived a scenario where a girl would allow him to eat her pussy.

"Guess I was kinda pent up too," Sam gasped. "Wanna keep going?"

"Yeah," he mumbled while getting up for air.

"God. I need more!" She said. She put her paw on his head and gently pushed him down toward her pussy again. She didn't need to. He returned with renewed vigor. His fingers had never left her hole, and when she came her orgasm he felt how it coursed through her in rapid contractions. He needed to feel that again. He started moving his fingers in and out, while gently sucking on Sam's big clit. She groaned in pleasure and slowly humped his face, still in the throes of the post-orgasmic shakes. Her paw was pressed against his neck now, running her fingers through his fur and sending shivers down his spine.

"You love my pussy don't you" she almost growled. Max whimpered and gave a slight nod without letting go of her clit.

"You are doing so well. You are - hnngh - such a good little pussy licker, aren't you?"

Another desperate nod. Max almost felt as if he were dreaming. He wondered if pussy juices actually had intoxicating properties.

He increased the pace of his fingers.

"Wait," Sam said, and Max stopped immediately. Had he gone too fast?

"Try curling your fingers upwards. In come-hither motions, you know." Max did as he was asked. He did as he was told, rubbing the roof of her pussy and massaging the sensitive flesh with the tips of his fingers. Sam sighed deeply, as if she had just gotten into a shower after a long day.

"There," she whispered. "Thaaat's the spot. Keep going!"

Max was ecstatic. Her pleasure triggered something in him. An urge to please, to be useful. It would have been hot and overwhelming to do this with any girl he was attracted to, but the fact that he was pleasing Sammie added another layer of affection and trust. Sam, his best friend. He still considered her his best friend after all these years - there had never been anyone able to take her place.

Her grunts were slowly turning into little gasps and sudden vocalizations bordering on screams. Her grip on his headfur intensified and even hurt a little. That too made his cock lurch in excitement.

She was losing her composure, he realized. Her thrusting movements were less gracious now, more desperate. As he hit a particularly good spot with his fingers her eyes flew open and her paw not holding on to his head went to her mouth as she tried to suppress a particularly loud yell.

"Three fingers" she growled. "G - aahh! Shit...! Go harder! "

This being Max's first time close to a pussy, he'd been scared of going too hard and hurt her. While eating her out and fingering her, that fear - along with most coherent thought - had died down and by now his come-hither motions in her pussy had increased in force and he thought he was going pretty hard. So her request to go even harder surprised her. He looked up at her with a look of worry on his pussy-drenched face.

"My I'm fragile." She gasped. "I can take it!"

With her reassurance Max insured a third digit into her pussy. She squeezed down on him as he did, almost to the point of hurting, and moaned in delight.

"So fucking good.." she sighed. "Try moving your fingers up and down."

Rather than pistoning his fingers in and out Max followed Sam's request, moving his fingers up and down, tapping the roof of her pussy repeatedly. He could feel her internal muscles give way and then contract as soon as his fingers left that spot, and then give way again the next time. Sam's reaction didn't wait.

"Ooooh god...! Hnnf...!" she bit down on her own arm to not scream. Her tail whipped from side to side and her legs raised themselves involuntarily as she sat on the rock getting pleasured by her old friend.

"There...!" Her juices ran down his finger and his lower arm, face and parts of his face and were entirely drenched with her wetness.

Then he went for it. He put his lips around her clit and sucked.

Sam inhaled in a series of labored, high pitched beats, like someone had just poured ice water over her.

"F-f-fuck! I'm gonna s- squ..."

Max didn't hear the rest. Sam never got the chance to finish her sentence. Gripped by sudden contractions, she threw her head back and inhaled, temporarily muted by the power of her release. Max gasped as he felt her clamp down on his finger harder than before in a powerful vice that he couldn't pull away from. He winced as his finger ached, some pain breaking through the thick haze of his arousal. But then suddenly, her contracting pussy forced them out with such force that he had no chance of keeping them inside her. He held onto her clit with his mouth - he had little choice, in fact - in her orgasm Sam pressed him against her. Her clit throbbed against his tongue, every touch against the sensitive nub sending her into violent spasms.

The second after his finger left her she ejaculated. With a mighty splash a flood of cum drenched his neck and chest, even his mouth, Making him gasp for air and causing his eyes to roll back into his head. All her muscles seemed to have contracted at the same time, and he could almost make out the lines of her abs under her fur as she tensed up.

He refused to let up, reinserting his fingers and pushing her button again. She inhaled sharply. Again he was squeezed out and rewarded with another splash of cum. He repeated this maneuver, massaging the sensitive spot as soon as her orgasm began to ease off, prolonging it further. Eventually she regained her breath and let out a lioness roar, fear of getting caught having fled her mind. Her limbs shaked and with a little pop she pulled his mouth off her clit, only to push his nose into her hole and drench his face with her cum. As she at last began to come down from the orgasm she became oversensitive, and she pulled her pelvis up so that his fingers left her. He got the message and had mercy on her. By now the gushing had stopped but her pussy still leaked lazily and after catching her breath she rubbed it on him, enjoying the sight of her fat labia kissing his face and leaving it glistening with her juices. Max in turn, despite panting and drenched in her cum, had a big goofy smile on his face that almost made her laugh as she looked at him, his head planted firmly between her muscular thighs.

As she slowly relaxed and the tension in her muscles abated she began to shake. The aftershocks of the orgasm were almost as intense as the orgasm itself and she had to make a visible effort to breathe without gasping and getting her breath caught in her throat. She leaned back and released his head, using the arm to steady herself against the rock.

"Are you okay?" Max asked. She laughed. It almost sounded as a giggle. He had never before heard Sam giggle.

"I just c-came all over you" she said in between breaths. "I'm f-fu.. Fucking great!" she laughed. " Come here!" She said, holding out her arms. Max stood up slowly, his legs shaking and head spinning. When Sam sat on the rock they were almost the same height, he realized. He put his arms around her, and she held him to her chest, pushing his face into her bosom. As his cheek touched her right breast his dick pushed against her pubes. He gasped. He'd almost forgotten about his dick as he ate her out, and the feeling of her fur against his sensitive glans gave him a reminder of how wound up he'd gotten by the experience. His balls grazed her pussy and he felt them pull up. Again, he was lucky he'd cum so recently or that touch would probably have set him off. He didn't cum, but he didn't come back from the edge either. Max bit his lip and tried his best not to rub against her mound. He took a deep breath. The feeling of being pressed against her was too much. He had to face facts; even as Sam rode out the aftershocks of her orgasm and held him tightly, his own release was already starting to build up. Part of him was devastated that he already felt the familiar sensation of orgasm on the horizon, but his horny mind overruled those emotions right now. Being a fast cummer maybe weren't so bad if it ment he got to do stuff like this.

"That was amazing, Max," Sam whispered. Her voice sent shivers that took the shortcut through his spine right into his balls. "Did you like it? I wasn't too rough with you right?" It took him a few moments to collect his thoughts before he could answer. His pause seemed to make her worried. "Was I too rough? Shit, I was so caught up in it- I didn't..." she started, but he cut her off.

"It was fucking amazing," he said, almost groaning. "Your pussy is awesome." Somewhere inside he cringed at his words. He wasn't able to put his thoughts into speech. "More than awesome," he added. "I mean the whole thing I... I don't have the words." She seemed to relaxed and she flashed him a grin. "Congratulations! You've just had your first pussy experience. There will be many to come." That thought made his heart race and again, his dick throbbed. This time she seemed to notice, and she looked down and his rock hard shaft.

"Look at that thick boy. Poor thing" Max felt himself blush. Her talking about his dick like that really got to him. A thick drop of his precum dropped down on her fur as she leaned in and whispered in his ear. "Does it want to go inside me?" she whispered into his ear. Max inhaled. Warning signs went off in his head again and he had to close his eyes and clench tummy to not explode over her.

"Yes..." he whispered. "But I..." He sighed. "If I do, I'm gonna cum right away." He kept his eyes closed, too embarrassed to look at her as he admitted to his inability to hold his cum.

"Heh, oh no," he heard her say. She didn't sound very disappointed, however. He opened his eyes and saw the naked lioness still grinning at him with a teasing smirk.

"Do you think you'll be able to pull out?" she asked.

Max really, really wanted to believe that he could. That'd he'd be able to experience the act of entering her, enter a woman for the first time, and pull out before it was too late. But he couldn't lie to himself - much less to Sam.

"No." he said, cursing his sensitivity. Sam paw squeezed his arm comfortingly.

"Don't get me wrong, I'd let you do it if we had any condoms." Max nodded in defeat. The disappointment that washed over him was directed at himself. He was happy that his loss of pride was at the hands of Sam, however. He could afford to be vulnerable with her. He was even beginning to suspect that allowing himself to be vulnerable with her was it was turning him on.

"Hey, don't feel bad! We're just gonna have to wait until we have condoms!" Sam said. As encouraging as that idea was, the immediate lack of intercourse's wasn't really the source of his shame. His inadequacies as a lover were.

"Sorry for being such a quickshot", he mumbled.

"Don't say sorry" she responded with a stern expression. "From now on you don't get to feel embarrassed with me, ok? I'll show you what to do, if you cum too soon, you cum." She smirked again. "Plus, then I get to see your cute o-face again." He looked at her and swallowed a lump in his throat. "Okay?" she asked.

"...Okay."

"Good. "She bent forward, pushed her dark lips against his and kissed him. His eyes first opened wide, then closed and rolled back as he felt her tongue enter his mouth and caress his own. Butterflies tickled his stomach, his balls ached and the world seemed to dissolve around them for a moment. Then, as quickly as she had done it, she pulled back, leaving him panting.

"Wow," the rat boy whispered. She gave him a hungry, mischievous look, her green eyes almost glowing in the gloom of the evening.

"Are you very close?" She asked, tasting every word.

"Yes," he gasped.

"Poor thing," she said, bringing her paw down between them. Max's breath caught in his throat as he felt her cup his balls, the pads of her paw hot against the skin of his scrotum. His balls tried to pull up, but she held them, firmly but gently. That he didn't cum immediately surprised him.

"You got something for me here? They feel so full." His balls, huge in comparison to the rest of him, barely fit in her big paw.

It was often rumored that rats had big testes just as horses had huge cocks, and in Max's case the stereotypes were true. He suspected his overly productive balls were to blame for his high libido and if that was true they had caused quite a few embarrassing situations for him. All those troubles seemed far away though, as Sam cradled his massive baby makers, lightly dragging her claws along the back of his sack.

"Uugh..." he groaned as he let out the breath he realized he had been holding. The way her fingers played with them just felt so good. He felt a little wobbly and put his paws on Max's shoulders to steady himself, bringing his forehead close to hers.

"There there," Sam teased. "I'll make it all better."

Max knew there was no way he'd be able to resist her. He could feel himself lose control of his body as she touched him, as if he'd been an instrument that Sam played. He exhaled slowly and allowed himself to relinquish it.

Sam's paw left his balls, traveling up to the base of his shaft, slowly curling her fingers around it. He inhaled sharply as someone other than him touched his cock for the first time. The difference was like night and day. The fact that is was Sams's big hand holding onto his shaft made it feel even better. He felt an urge to thrust and push himself over the edge, but some part of him wanted to let Sam do it. He'd cum by his own hand thousands of times, after all. Then he was able to control the entire process. Now he wanted to relinquish his control. Now she was in charge.

"You are so tense," she said, stroking his cheek. The paw holding his shaft she didn't move, trying to make him last. "Gonna blow if I touch you more, honey?"

Max nodded.

"Want to cum on my tits?" she asked. Max opened his eyes and looked at her. His face must have been as red as a tomato. He nodded again. Sam nodded and, while trying not to stimulate his cock more than necessary, Sam slid down a bit from the mossy rock, crouching below him. She was so tall that his dick ended up pointing directly at her large bosom. Max had to lean with a hand on the rock to keep his knees from collapsing.

It was a stunning sight, one he up until tonight thought he never might see - a beautiful, busty girl on her haunches before him, hand around his rat cock and hunger in her eyes.

The lioness looked up at him first, then turned her big green eyes to his member. The desire in her eyes alone might have set him off, but trough an effort of will he managed to hoover right on the edge. Her squeezed him lightly, paw closed around his cock, and the resulting throb caused precum to leak onto on the golden fur of her chest. She took a hold of one of her big tits with one paw, massaged it a bit and brought it up towards his cock. She held it there for a moment, her finger toying with her fat nipple that looked as hard as diamond. She's presenting it for me, he realized. For me to cum on.

Then she let her stiff nipple touch the underside of his cock, dragging it along his frenulum. At the same time her hand gently pulled on his shaft, sliding back his foreskin.

That was it.

"I'm gonna...!"

His fuse had been lit and it was upon him suddenly and forcefully, and he couldn't have stopped himself if his life depended on it. His balls pulled up so hard his scrotum ached,

"Aah!" a high pitched squeal left his mouth as he ejaculated, the powerful spurt of semen hitting her breast and splashed over her chest. She looked at his orgasm with genuine awe and lust in her eyes as she caused him to empty his balls over her. Her paw gently moved up and down his cock with small, almost miniscule motions, trying to not overstimulate his sensitive orgasm. Skillfully she milked him and prolonged his orgasm, and he still had a lot to give despite cumming hard just minutes before.

"Aahhhgg...!" He was unable to curse or even use words, just to ride out the mind blowing sensation of cumming in Sam's paw with involuntary squeals and girly moans that made him blush even harder. The sight and sound of his cum shooting out across her breasts, covering her in his white semen, was the most erotic thing he had seen in his life. His ejaculation went on and ond and he was beginning to think that he would not be able to stop when the thick ropes of cum at last slowed down. Sam gently jerked him though, and he groaned and whimpered as she coaxed the last weak spurts out of him, letting his warm cum dribble down her hand.

"Oh.. oh my god... Sam..." he moaned, and she flashed him a smile. She released his cock, and - to Max's surprise, brought her paw up to her mouth and licked it, her pink tongue gathering his thick cum for her to taste.

"You're tasty," she purred. Her words caused last drop of cum to be expelled from his cock, running lazily down his shaft. Then his knees gave out, and she barely managed to catch him.

"Are you okay?" she asked. He smiled, nodded, and together they laid down in the grass. He didn't care about the fact they were both sticky with each other's cum. He snuggled up against her, exhausted from his release, face pressed into her bosom. She held him there, slowly stroking his head fur, letting him revel in her warmth. He'd cum so hard he was lightheaded, and he closed his eyes, his nostrils still filled with the scent of their spilled lust - rich, potent, virile. He stroked her arms and her breasts, fascinated by the contrast between her hard muscles and the soft flesh of her heavy tits.

"You cum a lot," Sam said matter-of-factly after a while.

"So do you," Max said.

"Heh. Yeah. I'm a bit of a squirter. Sorry about that."

"'It was the hottest thing I've seen," Max said. He took a deep breath. His cock had softened, at last. He had begun to fear it never would. He felt more content than he had for a long, long time. As if years of suppressed emotions had been poured out of him.

"Heh. Well. This kind of stuff is all new to you. We'll probably top that experiance," Sammie said with a sly smile on her face that showed off her sharp lioness teeth. Max blushed and smiled.

"Looking forward to that." he said. "I'm technically a virgin, still."

"Why, just cause you didn't enter me?" she asked, raising an eyebrow.

"Aah well... " Max mumbled. "That's the definition of losing your virginity, right?"

"Fuck that! In my book you lose you virginity when you do something fuck-adjecent."

"Fuck-adjecent?" Max laughed.

"Yeah. It's more about the intimacy of the experience anyway. Like... say there's a gay guy who always bottoms, never tops. Just because he never penetrates anyone doesn't mean he's a virgin, right?"

"I... guess not."

"There you go!" You're not a virgin. "She ruffled his hair again. She was the same age as him but each time she did that it made him feel like a little boy." But don't worry. We'll make sure you get to feel what it's like to have pussy around your schlong."

"Oh my god, Sam."

"You'll probably nut right away but that's okay. I know you can't help it." She patted his head.

"Sam!"

"Haha what? Am I wrong?" she teased. Max's face was on fire.

"I mean... no! I'll probably nut fast." he admitted.

"Yep! And that's okay. It will get better. And if you're stuck with a permanent hair trigger that's fine too. You're a natural when it comes to eating pussy, so it will turn out all right."

"Sam... If you make me blush any harder I'll pass out" Max mumbled, his face pressed into her right breast.

"Oh my god dude!" Sam laughed. "You're fucking adorable. Sorry for teasing you." She gave him a small kiss on the top of his head. "What do you say? Want to wash some more before going home? We kind of made a mess."

"Yeah" he said. He didn't feel like untangling himself from her just yet. He loved the feeling of her short, coarse fur against him. But it was getting cold and they needed to get back sooner or later.

He felt a sudden pang of sadness at the thought of parting with Sam. It was silly and sentimental, of course. Before today she wasn't even a part of his life. But now he felt the urge to hold on to her until the morning came, as if he was afraid she'd drive away on her bike and never be seen again if he let her go.

"Hey Sam," he said as they got up on shaky legs.

"Oof.. .yeah?"

"You wanna spend the night at my place?"

The question made her tense. She rose up to her full length and turned to look at him._ _Aaah shit, he thought, I fucked up.

The nude lioness stared at him, illuminated only by the light of the rising moon. Her powerful body and sharp gaze made him think of the mythical amazons.

"Max, I need to ask you something before I answer." She said. A small expression of something flashed across her face. Guilt, maybe? "Shit. I might have gone too fast with you tonight. It has happened before. Max, look, this is kind of a terrible thing to ask right now and it might seem very self-important... but I need you to be honest. Do you think you might be falling in love with me?"

"I... uhh.. I don't know" he said in a small voice. The question had caught him off guard. He had to think about it for a while, trying to ignore the knot in his belly.

"I've had crushes before." he said eventually. But this feels different." She said nothing, just waited for him to finish his line of thought.

"I'm just happy that I found you again. I... I think I just kinda... want my best friend back," he said.

He was surprised to find that he meant what he said. He had been brought up to believe that sex, kissing, crying together, sharing deep thoughts all of that stuff was things that was supposed to be done with a romantic partner. But he had just done all of those things with Sam, and he didn't really feel like he had a crush on her. It was kind of a mind blowing realization that he could be that intimate with a girl and not fall head over heels in love. He probably would have if it had been anyone else. But she wasn't just anyone. She was... Sammie.

He saw her relax and smile.

"Good." She said. "I want my best friend back too. But with more fooling around, obviously. If you want to, I mean."

He pulled her in for a hug. She raised her arms in surprise, then put them around him and held him tight in a comforting embrace.

"Yes," he said into her fur.

"Then I'd love to spend the night at your place, Max. Just like old times, eh?"

They bathed in the water together once more, clinging to each other to keep warm in the chill of the night. When they at last got dressed and jumped on Sam's motorbike they had to drive slowly to not freeze in the chilly night air, the two friends shivering in their damp fur. Max held Sammie tight, and this time he didn't feel the need to hide the boner that - against all odds - made his pants right as her butt and tail pressed against his crotch. Max smiled and closed his eyes, resting his head against the strong back of his friend.

She had come back to him.

To be continued