FSE

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From Hot-Shot to Sex-Pot

Part 1

For Anonymous

By Draconicon

"And there I was, flying through the sky, enemy fighters everywhere," Falco said, one hand around his beer and the other imitating the dog-fight from memory for the benefit of his dove acquaintance. "But do you think someone like me would be worried about something like that?"

"Oh, no, never. You're too...too..."

"Amazing?"

"Oh, yeah. Dreamy, too," the dove cooed, leaning against his arm with a tipsy giggle. "What happened next?"

Falco chuckled, taking a moment to take a sip of his own drink. Stars above, but he loved the civvies. They were completely out of the loop when it came to what really mattered out there on the front lines, and better still, they were impressed by the smallest things.

Still, he liked to actually impress 'em, and there was nothing small about taking one fighter into a swarm of enemies.

"Had to be at least a hundred of them, dodging, chasing, shooting at us. They held the skies, and we were supposed to clear them out from the city before the ground forces came in," the pheasant said, smirking as the dove's smile grew all the more endearing. "And you better believe that I was the key to the whole thing. Yeah, Fox is the face of the team, but you know who the best pilot is?"

"You?"

"Me," he said, nodding. "It was like I was a god up there. They couldn't hit me; I was zipping between their ships faster than they could track. Before they even knew we were there, I'd shot down five, ten, a dozen of 'em, and they were still figuring out that they were under attack when we were darting among them."

He remembered the fight all too well. It had been a shit-show...for the other side. All that tech that had been front and center during the battle against Andross had lost its potency in just a few short years. The assholes and warlords that were buying it up off the black market believed that they were getting the good shit, but in reality, they were just getting the trash that the other side had been selling off. Even back then, it had been barely enough to keep up with the Cornerian military; these days, the only thing that those old rust-buckets had to their credit was sheer numbers.

And a few bombs rendered those numbers completely worthless in short order, the more cynical part of his brain was muttering.

Falco ignored it. He was the man, and just because he hadn't been fighting top-notch fighters at the time didn't mean that he hadn't been a god-damn ace in the skies, and if it got him some tail, he was sure as hell going to brag about it. The pheasant downed another mouthful of beer, shaking his head.

"They ran when they finally figured out who the hell they were fighting. Sure, they might be willing to fight Fox on his own, but the whole team there? And me, too? Man, they couldn't jumpstart their engines fast enough. They ran like hell."

"Funny. That's not how I remember it."

Even through his buzzed haze, Falco recognized that voice. The blue-feathered pilot turned on the barstool, looking back at the table behind him.

Leon Powalski, one of the Starwolf pilots, had taken a spot a table away. The chameleon leaned back, one hand on his glass, the other behind the back of his chair as he swirled his drink.

"The way I remember it, they ran, alright, but only to let the elites come in and take their shot at you."

"Yeah? And who says that I wasn't getting to that?" Falco asked, grumbling under his breath as the dove leaned away from him. "Hey, hey, baby, don't worry about it. The story's not done yet."

"I know, but, um, I think I need to go to the bathroom. Just to powder my beak."

In other words, she was already done. The story had been broken, and just like that, there went his tail for the night. Falco narrowed his eyes at the chameleon as the dove walked away, feeling his dick twitching in his pants at the way that plump rump shook as she walked off.

"Asshole," he muttered.

"I did you a favor, featherhead," the chameleon said, shrugging. "Better she figures out that you're less of a man now than when you get back to whatever nest you have in mind for the night. She'd only be disappointed with you compared to someone like me."

The pheasant's eyes went wide for a split-second at the insult. The immediate instinct to throw his beer at the other man hit him hard, and he was halfway to cocking his arm back and doing just that before he stopped himself. Instead, he drained the can, put it on the bar, and pushed away from his seat. He walked right over to the other pilot, leaning over the table and glaring at him.

"What the hell did you just say?" he said through a gritted beak.

"Oh, just saying the truth. You're less of a man than I am."

"Bullshit."

"Easy way to find out, featherhead. You think that you're bigger, better than the great Leon?" The chameleon chuckled. "Why don't we find out for sure?"

It wasn't the first time that they had butted heads. Ever since the war, Fox's team and Wolf's had come to blows on and off the battlefield. They were always hired by the opposite side, and they were always eager to go gunning for each other as soon as they realized that they were on the same mission, but off the battlefield, things were a little more...complicated.

Mostly because the arrangements for mercenaries left a gray area in the eyes of the law. Most people thought that the mercs shouldn't be allowed on Corneria, just because of who they'd been working for during the war, but in the eyes of the law, they were allowed to come down to the planet. They weren't allowed to keep their weapons on them, and they were subject to stricter background and search checks than others, but they were allowed to do what any normal citizen was.

And if it wasn't for the fact that the gray area existed in the law, then Falco would have been subject to something similar. The little 'break' that he'd taken from the team hadn't exactly done his reputation any favors in terms of just how much of an ass he'd been.

"You think that you can take me on?" Falco said. "Remember what happened last time? I put you in the fucking ground."

"And I walked away from that one, just like I did every other time." Leon chuckled. "Might be able to shoot me down, bird-brain, but that doesn't mean that you can keep me down."

"Just because you can walk away doesn't mean that you got more between your legs than I do," Falco said, sitting down on the other side of the table. "And if you think that proves anything -"

"Heh, more like everything. You think that you're better than me, everywhere. But I bet you that I got a bigger one down there. Hell, I bet you..."

"...What?" Falco asked, intrigued despite himself.

"I'll give you one better. I'll put my dick on the line that I'm a bigger man than you are."

Put his dick on the line? What the fuck was that supposed to mean? He was too buzzed to think too hard about it. Besides, if he won, then it didn't matter; Leon would be the one paying the consequences, not him, and there was no way that he was a lesser man than the slimy chameleon across the table from him. Falco had always been the one on the side of the winners, and he was not going to be anything less today.

"Fine. But not here."

"Afraid to whip it out over the table?" Leon asked with a smirk. "I thought you were confident."

"Hey, I'm just looking after your rep, here. One little indecency charge, and you'll be the one locked in a cell for the rest of your stay. And I just bet that you're not doing this with Wolf's permission, what with the whole ceasefire that we have between missions, eh?"

"...Fine, feather-head. Here." Leon passed a card over. "Right here, two hours from now. Let's both sober up. No need to have a whiskey dick, eh?"

"Even soft, I'd beat you."

"We'll see."

#

Falco sobered up quickly enough, but even that didn't do much to convince him that this might not be a good idea. Losing his chance for a good lay for the night was all that he needed to be motivated to put the fucking chameleon in his place. He planned on whipping it out and showing Leon just how much less of a man he was, and then the whole fucking thing would be put to rest, for good. No more bullshit, no more little barbs, just a chameleon that knew that he was a micro-man, while the bird was a proper one.

The address on the card led him to a hotel in the glitzier part of uptown, well away from the bar that they'd met. The doorman gave him a level stare before allowing him in, too.

Glitzy-ritzy place, the pilot thought, adjusting his vest as he walked toward the elevator at the back of the lobby. Penthouse floor. Fucking hell; either they're getting paid better than we are, or they just don't care about throwing money around.

The last time that they'd gotten a big paycheck, it had all gone toward making the Great Fox a little more reliable, fixing it up and patching up the damage from the last campaign. There were times where he started to wonder if the losers actually got paid better than the winners; at least the losers didn't have to pay to fix their own shit when the good guys won.

Shaking his head, he took the elevator up, leaning back with his arms crossed. He still didn't know what Leon meant by 'putting his dick on the line.' Far as he could guess, he imagined that it meant some sort of chastity cage or some shit like that. The lesser guy locking himself up or something like that.

Fucking pervert, he thought. Ain't interested in guys, but at least it'd take some competition off the street.

Which would be hot as hell, he had to admit. The idea of having someone else not poaching on his turf - and someone that he could just pants to show off how much more pathetic they were - would make it that much easier to get what he wanted. His cock twitched in his pants at the thought of bringing Leon down like that, and he chuckled to himself.

The elevator dinged, and he stepped out. The short hallway of penthouses only had four doors for the entire top floor, and Leon's was the one nearest to the elevator. He rapped the back of his wing-hand against the metal surface.

"Come in."

Shnikt.

Falco stepped inside, dismissing the rich and lush furniture in the room and focusing on the chameleon across the way. Leon had already taken off the pilot attire, shifting to a tight top and tighter pants, the latter of which were showing just how much muscle he actually had outside of the flight suit. Apparently, the chameleon had been hitting the gym. Falco chuckled as he leaned back against the door after it closed.

"Looks like someone's compensating for something."

"Heh, or maybe I'm just that much better than you that I can just show off."

"...Fuck you."

"Hardly. Come here."

Now that they were at the point of actually doing it, some part of him was starting to resist. He was a little concerned about what might happen if he lost - not that he felt that it was that likely that he would - but more than that, he was just concerned that this was some sort of trap. True, the two teams had a ceasefire agreement when they weren't on the battlefield, just to ensure that neither side dicked the other out of a contract that they might need in the future, but even so...

He forced himself to walk across the large living room to the kitchenette. Leon got to his feet before the pheasant arrived, groping himself, and Falco forced himself to do the same, putting off the same confidence that he did with the ladies. After all, he did have a fair bit to his name down there; the ladies never left without walking funny, and they were always eager for more if he was in town and they weren't with their husbands at the time.

"Ready to lose that arrogance of yours, bird-brain?" Leon asked.

"Same could be said to you. By the time I'm done, you're not going to want to use that thing on anyone. You'll just go back to being Wolf's ass-boy."

"Hmmph. Well, let's show, shall we?"

"Whoa, whoa. Hang on." Falco shook his head. "If we're going to do this, we should do it hard. No idea about you, but I'm a grower."

"Good. Same here."

"Fine. Then -"

"Back to back, feather-head. We'll get it up, and then we'll show."

The idea of just jerking it while he was back to back with an asshole like this didn't make him feel better, but if it kept the chameleon from using some sort of cheating device elsewhere, or popping some pills to get a harder, stiffer, longer cock, then he supposed he'd have to live with it. If nothing else, it would keep their little bet fair.

He turned around, and Leon leaned against his back. They were ass to ass, shoulder to shoulder, and he did his best not to think too much about that as he unzipped his pants and pulled out his dick.

The pink shaft was already stiffening, getting heavier and fuller the longer that he stroked himself. Up, down, up, down, the pointed, slightly tentacle-y shaft of most birds pushed between his fingers, getting an inch longer, then a little longer still as he started to drip pre-cum.

"Looking forward to showing that pathetic little worm of yours to me, Lombardi?"

"Will you shut the fuck up?" Falco muttered.

"Oh, I'm not the one that decided to brag all day and then got shown up. What was that final kill-count at the battle, by the way? Something like...forty for you, forty-three for me?"

"Forty-one when I shot your ass down," he muttered as he jerked himself that much harder, the wet plaps of his hand against his crotch all that he could hear. It wasn't enough to drown out the more measured smacks that came from just out of sight, though. "And I'm pretty sure shooting you down takes away all your kills."

"That depends; does that work when I shoot you down?"

"Didn't before."

"Then I still won. Just like I'm about to win here."

Falco snorted, looking down at his dick. Seven inches of admittedly productive bird-dick stood out from a pair of blue-feathered balls, which themselves were quite plump and full-looking. He doubted that Leon could easily compete with all that. He chuckled to himself, giving his cock a few more strokes to keep it up before looking over his shoulder.

"Ready when you are, bitch."

"Alright, feather-head. Turn around on three. One...two...three."

They turned together, their cocks touched, and Falco's jaw dropped.

Leon was sporting nine - a full nine! - inches of cock, and the reptile's tapered cock was just as thick as his own, if not actually a little bit thicker. The whole thing was sheathed in pre-cum slime, too, running along the shaft and getting thicker and wetter the closer to the tip that one looked. The reflective juices made it almost look unreal, like some sort of toy that had been attached to the chameleon's groin, but the more that Falco stared, the more that he knew that he was completely outmatched.

"Heh, that's what you were so confident about?" Leon asked, nudging his hips forward. "That little thing?"

"It ain't exactly little. You're just...you're just a freak," Falco said, shaking his head.

"A freak? Or a man?"

Throb. Throb. The feeling of the chameleon's heartbeat pulsing through that monster dick against his own shaft was hard to ignore. No, not hard, impossible to ignore, and his cheeks burned all the hotter as he kept staring at the impossible sight before him. He'd never imagined that he'd be that much smaller than anyone, let alone one of his rivals. Was this how Fox felt when his boss was looking at Wolf, or -

No, no, no letting his thoughts wander around. He let go of his cock in shock, only for Leon to grab him and pull him closer. Their cocks pressed together, and the chameleon dragged him closer, closer -

"What the hell are you doing?!" Falco shouted.

"Giving you half a chance, bird-brain. Mine looks bigger, but let's be sure, hmm? If yours hits the base of mine before mine hits the base of yours, you win, but if I reach yours first..."

Whoever was longer. Not just thicker, but longer. Maybe it was just an illusion. Maybe he still had a chance. Maybe. Maybe. Maybe.

He nodded, slowly pushing forward. His cock slid along the top of the other man's cock, feeling it thrusting against his underside. He shivered, trying not to think about the fact that he was frotting with someone that he utterly despised, or how it felt to be doing it. He was desperate, that was all. Desperate and sensitive from being in space for too long. None of this meant a thing, not really.

Fuck, what is wrong with me?

He looked down, trying not to fool himself, but his hopes were dashed as he felt the chameleon's cock touch the base of his shaft while his was still well away from the bottom of Leon's cock. The feeling of a wet tip rubbing right against the base of his cock didn't make things better. If anything, it made it all the nastier, naughtier...

Hotter?

No, no way. He wasn't into men that way. He wanted the ladies, some hot pussy, some round ass. Not this...this bullshit.

"Fine. You're bigger," Falco said, pulling back. Leon let him take a step back, the green-scaled chameleon chuckling. "Asshole. Fine. You win. Take that little prize, you fucking -"

"Prize? No, no, the prize for me is keeping my dick. The penalty for you...heh. Well, you put your dick on the line."

"Okay, what the fuck does that even mean? You said that, and you never explained it. What the hell does that even mean?"

"It means...that you take this."

The chameleon held out a vial, one that was filled with some strange green goo. Falco took it, looking it over, turning it between his fingers without a clue as to what he was touching. There was no label, no nothing on the glass, and he looked up with a raised eyebrow.

"What the hell is this?"

"Heh, drink it and find out, bird-brain. I'm done explaining things to you. Time for you to start taking a little ownership of your actions."

"..."

"Or I can tell everyone what you have between your legs, compared to what I got. Let everyone know that the bird-brain ain't packing as much as he thinks he is."

Which would shoot down most of his post-mission fun when the rumors started making their way around the various bars and dives that he and his friends went to. He looked at the vial. Worst came to worst, he imagined that Slippy could reverse-engineer whatever the fuck it was, and from there, he could get fixed again. And better that than exposing himself to the entire planet as someone smaller than his rival down there.

"You're an asshole," he muttered, popping the cork.

"Just drink it."

Shaking his head, he looked at the vial one more time before tossing it back. It tasted vile, as any chemicals often did, and he swallowed it as fast as he could to clear it from his beak. The minute the vial was empty, he tossed it back, barely missing the chameleon's head, and only because Leon ducked to the side.

Despite the vague attack, the chameleon still grinned. The reason why became apparent almost immediately as the pheasant gasped, a heat hitting his crotch with such intensity that he had to lean against the table to keep from falling over.

"What...what the fuck..."

"Theeere it is. Now, just ride it out, feather-head. You're going to enjoy this. And even if you don't, I am."

Falco wasn't sure how the hell anyone was supposed to 'enjoy' their crotch feeling like it was on fire from the inside. He gasped and wheezed, his thighs pressed together so hard that they were starting to cramp up already. Shaking from head to toe, he fumbled for a few steps before almost falling over. He gave up, just leaning against the nearest countertop and trying to stay on his feet.

His cock was hard, harder than ever, and he swore as he looked down that he could see that it was starting to spasm and show veins along the side. He'd never, ever seen his cock like that before. It was like it was pulled tighter, everything feeling harder, stiffer, and at the same time, something was off.

Pulse, throb. The odd pleasure that was coming off his cock hit him again, the heat inside making him sweat under his feathers as he struggled just to stay upright. His eyes were rolling back in his head over and over again as he kept looking down at his cock, trying to puzzle out what was happening to it, why it felt so...so intense. His thighs squirmed, his balls pushed forward by the front of his legs -

Wait. His balls...were they bigger? They'd never looked that big under his cock before, but -

No. No, they weren't bigger. His _cock_was smaller, more slender, and not pushing forward as far as it had been before. Despite the veiny appearance along the side and the tightness that ran up and down his shaft, his cock was smaller than it used to be, and it was getting...getting smaller.

"What - Nnngh! What...how..."

"I said that your cock was on the line, didn't I?" Leon said, chuckling to himself. "And now, you're going to see yours shrink away...slowly dwindling down further and further...getting more and more pathetic by the second."

"Nngnh...ah...ah...mmmph..."

Falco hated to admit it, but the slow-shrinking was hitting a button that he didn't know he had. Every passing second was not only making his cock smaller, but more sensitive, more intensely needy than it had ever been. The way that the bottom of his cock rubbed against his balls didn't help, either; it was like a hand down there, jostling and rubbing him, and his pre-cum jetted out more and more intensely from the head -

"NNGH!"

He bit his hips as his hips twitched forward without him meaning to, almost taking him over the edge in that second. He moaned, gripping the counter all the harder as he felt each little pulse of heat come with something new. A sucking, pulling feeling right behind his cock that was gradually dragging it further and further inside of him.

Fuck...fuck...

He was completely helpless against the changes happening to his body. He wanted to fight back, but the heat and intense sensitivity meant that any movement caught him off-guard, all but knocking him to the ground. Even now, knowing what was happening to him, he could barely stay on his feet. If he tried to run -

"Nnngh!"

Leon leaned over him from behind, the chameleon's chest against his back and that other cock resting right against his ass cheeks. He groaned, shaking his head as the other man wrapped his hands around his middle.

"What's the matter, bird-brain? Enjoying the feeling of your cock dwindling to nothing? It looks like you're getting off on being the bitch in the room."

"Fuck...you...It's not...you know..."

"Heh, I know what? That you're going to cum any second from all this? Hmm?"

That was the painful thing; he honestly felt like he was on the edge, as if he might do just that. The sheer humiliation notwithstanding, his body enjoyed what was happening to his cock. Every inch lost almost seemed to make him exponentially more sensitive than he had been, and his breath caught in his throat every time that he felt it throb, clench, throb, shrink.

Leon's hands were so close to his cock and balls, the seven inches down to four and a half, now, but harder than it had ever been. His hips twitched, his balls swaying between his thighs. Without as much girth above, the sac hung lower, falling further between his legs. The constant stream of pre-cum from his cock oozed down along the sides of the cabinets, each squirt becoming more like a few seconds piss-stream from how intense and how long it was. The drawn-out squirts were so good that they were making it worse, making him almost hump into them.

And then, there was the warmth from behind, the heat of that cock between his cheeks. Every time that he rolled his hips back, Falco felt that waiting for him, the reminder of who had done this to him.

"Don't...don't you fucking..."

He groaned as that fat cock - more than double his size now as he shrunk to four inches - thrust between his cheeks. Not into him, but past his tail-feathers, running up to the base of his spine before coming back down again. Thrust, thrust, thrust, never actually threatening to pop into his hole, but always spreading him. Always keeping his cheeks so wide, always reminding him of what could happen if Leon decided to take it further.

You...fucking...

Pulse, throb. Between his legs, another inch dropped. Three inches long, and his cock felt like the center of his universe. It was pulsing, twitching, but no longer veiny. Those had disappeared, leaving it smooth and featureless save for the piss-spit at the tip. That looked like someone had reached down and stretched it wide, leaving him dripping, oozing all over the place. He could feel every pulse from his balls as pre-cum spat out, spraying like mad.

"Hehehe, look at you. Trying to mark your territory with that pathetic little thing?"

"I'm not...you...that's not..."

"Not you just wasting cum? Wasting your time? When the bigger man is right behind you, waiting for his chance to show you where you really belong?"

Leon's cockiness filled him with fury and reluctant arousal. Scaly fingers were less than an inch away from his cock, strong hands forcing Falco to stand with his hips thrust forward. His cock pulsed, throbbing again as it retracted still further, shrinking in on itself to no more than two inches long. All it would take was a brush of wind to get him off at this point, and the meager length down there no longer even stuck past his balls. It was so small that it just hung over them, supported by it, and it was still...still throbbing, still threatening to shrink away that little bit further.

"Just embrace it, bitch. You know you're the lesser man. Just give in. Just give in and let it happen."

Let it happen...

Whatever that meant, he didn't want to find out. He kept thinking that it couldn't get worse, but the more that Leon pushed, the more he feared that there was something else that'd happen once his cock disappeared completely. What if he started losing his balls, too? What if this stupid serum took everything from him between his legs and left him nothing more than someone else's fuck-meat? The very idea shook him to his core, and he clenched his jaw that much tighter as Leon kept humping between his cheeks.

And still, the shrinking continued. Back, back, back, the head of his cock getting rubbed against his balls the more that it pulled into him. So sensitive now, little more than a nub against his sac, and yet, feeling better than any blowjob had ever felt in his life. Leon leaned over him, resting his chin on the bird's shoulders.

"Just let it out...have that bitch-gasm and get it out of your system. Lose it all."

Thrust.

Nudge.

And then, just that little grind of his own hips sliding forward, pushing his cock against his balls, was all that it took to get him over the edge. Falco arched his back and came...and came...and came...

It was a hissing whine of a climax rather than the gushing seed that he was used to. Rather than a few spurts and jumps like his cock usually did, it pulsed and throbbed, spitting his load over the floor. One squirt, two, three, four, long and hissing through his shorter dick. Each one pulsed hard, his cock feeling it all the way from base to tip, that inch-long nub feeling so good that it almost hurt.

And yet, and yet, he still held tight to that. Even as his balls pulled up and squeezed, even as if felt like someone was trying to squeeze a soda bottle through a hole the size of a medical syringe, he held on.

My dick...my...my dick...

Even if it was smaller than any other male that he had ever seen, even if it couldn't penetrate a woman, he wasn't going to lose it. He held on, keeping it in his head, his muscles tensing through his orgasm as he struggled to keep that last little bit from fading away.

And it was trying to. It was very much trying to, the pulsing and throbbing continuing all through his orgasm. Yet, he managed to hold on.

For a second.

Then two.

Then half a minute.

Then a full one.

The orgasm kept going, and going, and going, and he wasn't sure how long it lasted before it finally started tapering off. Leon let go of him, leaving Falco to fall to his hands and knees as the last few spurts echoed through his cock and fell to the floor. He wheezed, beak hanging down and his eyes half-closed.

"Heh, well, you're productive, I'll give you that," Leon said, the other man's boot pushing against the bird's balls. "And here I thought that you'd give in at the first real use of your new..."

The chameleon broke off. Falco groaned as the boot nudged his balls again, and when he looked over his shoulder, he saw Leon cocking his head to the side.

"Huh."

"What?" he grunted.

"You surprise me, bird-brain. I thought that these would be all gone by the time that you had your first orgasm. Guess you have a little more brainpower than I thought. But it won't take much longer to get rid of those."

"What...what are you talking about?"

"Haven't you figured it out yet?"

Falco slowly shook his head. The spasms between his legs were easing, no more cum shooting from the tip of his oversensitive dick, but everything was still intense, still more than he could easily handle. He groaned as he dragged himself to his feet, leaning back against the counter. His shame at leaving everything hanging out was replaced with a gasp and a whimper as Leon grabbed him by the balls, giving them a short but firm squeeze.

"You put your dick on the line. And that means that you're going to lose the whole thing. All of it. Sooner or later, it's going to completely disappear, and you're going to learn how it feels to have a pussy in front of a man like me."

"...No..."

"Oh, yes..."

The End

Summary: Interrupted while trying to woo a lay for the night, Falco ends up in a literal dick-measuring competition with Leon Powalski.

Tags: M/M, Humiliation, Starfox, Falco Lombardi, Falco, Pheasant, Bird, Leon Powalski, Leon, Rule 34, Chameleon, Hotdogging, Nudity, Measuring, Masturbation, Forced Orgasm, Series, Cum, Orgasm,