Still of the Night

Story by Valanx on SoFurry

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#2 of Combines and Cocks

Neither of them are wolves, but both are down for that body heat thing. Gavin and Rusty continue their interaction following the demise of the otter's automobile. Contains M/M, 7517 words.


I think this chapter should make it clear how this series will differ from FA. *chuckle*


Before he could finish the word, the crocodile's mouth ran into his own. A gentle bump. Their lips pressed together, just the very tips of their muzzles. No tongue action, no saliva exchange. Just a little kiss.

Despite its seeming insignificance... it lasted a while. When Rusty drew away, he hovered, drunkenly, less than an inch from the otter's face, while Gavin kept his eyes closed and waited, longing...

...and he came back. Another kiss, gentle and affectionate, felt so nice.

Gavin reached out, fumbling at the crocodile's side, before catching ahold of his arm and sliding down to his paw. He pulled that closer, and wrapped his own around it. He felt the crocodile's breathing quicken, felt the warmth of the paw that stirred slightly under his own, as his digits fit against it, and Rusty's curled around them. Rusty's paw was as gigantic as the rest of him, quite a bit bigger than Gavin's.

Rusty drew away a bit further this time, and the two males opened their eyes and stared at each other. The reptile took a breath, echoing in his broad chest.

"...Sssshhhhhiiiit..." he breathed, suddenly turning away and putting his paws up to his face. "Holy shit... I... I'm sorry..."

"Shhhh..." Gavin came up behind him, paws tentatively touching his shoulders. "I'm not sorry... So don't you be sorry."

"I... I shouldn'... I can' believe I jus'..." The crocodile mumbled things to himself.

"Rusty..."

Rusty turned partway back toward him, his gaze anguished. "G-gavin, I shouldn' be... doin' this..."

"It's okay..." the otter breathed, across his nose. He had to lean up to get as close to the crocodile's muzzle as he wanted to be, stretching, reaching... "Rusty... Just..."

He listened to the sound of the reptile inhaling, watched his eyes slitting as he dipped his head. "I..."

"Just... please... do it again..." the otter murmured.

They hung, still, inches apart... and then their muzzles met once more.

Slowly, the crocodile wrapped his arms around the otter, and Gavin's paws slid onto Rusty's chest. For such a big guy, he was very gentle, both with his mouth and his paws. He was also warm - the otter was mostly dry now, but he was still a bit chilly, and being enfolded in the croc's cozy embrace was one of the nicest things he could imagine right now.

Rusty wasn't an amazing kisser, but he wasn't half bad. He was... definitely very sweet. The way he leaned forward, and put his whole body into the action... As though he was giving everything he had, throwing it all behind that gentle, mouth-working contact. Gavin wondered whether he'd kissed anybody before. Certainly never a fellow guy, if his reactions were anything to go off of.

This tender kissing was nice... but Gavin wanted more.

The otter twisted his head a bit to the side, and parted his lips slightly, inviting. He felt the crocodile go still... and then reciprocate in the other direction. The tips of their muzzles slid a bit against each other, and meshed together a small amount, coming open just a bit more...

The crocodile seemed hesitant, so Gavin pressed his tongue up into Rusty's mouth first. It sure didn't seem like the country boy had kissed anybody before.

That was okay. Gavin would show him how.

Mmm. Croc spit.

Like the rest of his body, Rusty's mouth was very warm; his big triangular tongue was hot, wet, flexible. Lotsa teeth, though. So many teeth. Gavin didn't find them very scary now. Rusty had said he wasn't going to hurt the otter, and when the big crocodile was pressing their mouths together in such an affectionate, sweet way, Gavin could believe it. Rusty didn't want to hurt him.

Rusty seemed to really like him, in fact.

The crocodile finally slid his big tongue forward, still tentative in his gestures, but clearly enjoying himself more and more, and growing comfortable to match. Gavin curled up against him, pressing his torso against the reptile's belly and his forearms flat on the guy's chest. Oooh, Rusty had a nice pair of pectoral muscles, for sure... Gavin's paws slid over them, stroking and appreciating. Must be all that lifting farm equipment that he did.

Rusty rumbled a little, and one of his paws verged down onto the otter's butt.

Gavin giggled a bit, in the next break between their continuing smooches, and squirmed a little as he felt the crocodile's big paw curl around his tail. Mischievously, he dropped one paw from the croc's chest, and manipulated and managed things... made a few changes... and then pulled.

His pants slid out from under the crocodile's groping paw, to rest around his thighs; he freed his tail with a flick.

Rusty's next breath was quick and shuddering. His other paw rapidly joined the first on the otter's rump, each one wrapping around a cheek, massaging and squeezing. His digits wormed their way under the otter's tail, coming perilously close to the hole where it stuck out of the back of his briefs, before shying away as though scolded. Gavin wiggled his rear back against them, though, and shifted as he got another big squeeze.

And to think, he'd just put these clothes on fifteen minutes ago... and now they were coming off.

He better not get behind!

Gently, the otter shifted to the side, moving around the croc, before nudging him back. Rusty sat down on the end of his bed, and now the otter could lean down and the reptile up, as their muzzles continued to mesh tenderly. Gavin pressed close, standing between Rusty's wide-spread legs, pants still hanging above his knees... and leaned forward.

Rusty shifted willingly, arms retreating to his sides to support him as he lay back on the bed, and the otter bent over him. Gavin's paws went to the crocodile's deltoids, now, and those were pretty spectacular, too - the guy really must do a ton of hauling haybales around, probably with his shirt off and sweat running down his solid back.

Speaking of 'shirt off'... Gavin's paws stroked and slithered over collarbones and sternum, finding the first of Rusty's buttons as his tongue slid out the side of the crocodile's mouth, licking over his muzzle playfully.

Rusty gave a little moan. Gavin chuckled.

Next button. The otter took a pause to stick his paws under the guy's shirt, and there was rough scale and smooth muscle under them now. Rusty shifted pleasurably at the chestrub. Gavin took a moment to verify that reptiles didn't have nipples... Nope! But Rusty seemed to like having his pectoral region touched, all the same, from the reflexive way he moved his shoulders... and the slight moan buried in his half-held breaths, cut off at the end by the otter's muzzle.

Next button. Only one left, since Rusty hadn't done them all. Gavin didn't tease, and went straight to it.

There we go. Now he could stroke the crocodile all up and down. The guy was seriously gigantic - Gavin's eyes had told him, but his paws were now telling him even louder. He was huge! Great big broad chest, shoulders so broad Gavin's own could fit between his outstretched arms. The interplay of muscle and fat under his scales was fascinating to the otter's pawpads, worthy of a lot of soft petting, from his neck, to his chest, to his somewhat convex belly. No navel, either!

Then there was that big belt buckle, appropriately sized for someone of Rusty's size, and the rough denim of his jeans, and...

Rusty tensed up and moaned. Gavin drew his mouth away with a vulgar slurping noise, and watched the crocodile's eyes come open. The younger male was panting.

The otter gave the crocodile's pants tent a little squeeze, and watched Rusty's face screw up as he squirmed. "That feel good?" the otter murmured, quietly, with a devilish grin.

"Ah... hah... yeah..." the reptile panted. "Holy... shit... I can' believe..."

"Shhhhh..." The otter was still smiling, as he began undoing the crocodile's belt. Rusty watched, riveted, shifting awkwardly as his belt became slack, as it was undone, as his pants were unbuttoned.

"Ohh..." he breathed out, as the otter unzipped his fly slowly, and the big bulge underneath it was released, swelling even further. It pressed aside the flaps of denim just from firmness, and now the tent was made of thin cloth, red plaid with black and white and yellow.

The otter put his paw around it again.

"Aaaaah..." Rusty was still leaning back on his elbows; his upper torso twitched whenever Gavin did anything. Like slowly rubbing the crocodile's cock through that layer of fabric... firm and massaging. Like pressing his thumb into the blocky, diamond-shaped end. Like pulling his paw down to the thick base and squeezing.

Rusty's eyes opened when the otter drew his paw back, and he gasped, as the other male's pawdigits invaded the fly of his boxers. "G-gavin?"

"Just relax..." the otter said, slowly pulling the crocodile's fly open. The end of something reddish-pink and slick poked out of his underwear, and the otter's eyes fixed on it; he licked his lips and pressed the fly down to its base. The head was sort of a rectangle, with a pointy tip and flared sides; the shaft below was narrower and had a big ridge running down the underside. At the base, it disappeared into a strongly muscled sheath, which the otter supposed must be why it stuck out so firmly. It was a pretty average length, perhaps toward the slightly longer end of average - the crocodile wasn't hung like a horse, but he was a nice good size, a bit longer than Gavin, at least. His dick probably would have looked kinda big on a guy the otter's size, but because he was such a giant fella in other ways, it was visually rather tame.

He was, however, very thick. Seriously, majorly thick. Slowly, the otter wrapped his paw around the thinnest part of the shaft, just below the middle point... and could, just barely, rest the end of his thumb on the end of his middle digit; he was used to being able to touch his first knuckles together easily. He drew his paw up, onto the fat end, and his digits were forced apart, until only the tips of his claws were in contact.

"Aaaah... Gavin..."

The otter looked up at the crocodile, who was staring at him, eyes full of lust and tension

Then, Gavin moved his other paw to grip the thick base of the crocodile's penis firmly, and began jacking him off.

"Oh... Oohhhh... Aah..." the reptile moaned, as the otter's paw moved fairly rapidly over the big end of his cock. His breath huffed out the end of his muzzle; he ducked his head and his stomach tightened up. "Aaaah... Sshhhiit... Oh, Gavin... Ohhh, tha' feels good..."

The otter smiled a bit, somewhat amused that the crocodile guy was enjoying his pawjob quite this much. He kept moaning; every few seconds would come an "Aaaah..." or a "Unnnghhh..."; his hips flexed, his legs spread, his paws curled and uncurled. It was really pretty nice to watch; the front of the otter's underwear was sticking out from under his borrowed plaid shirt, a perfect conical peak.

Gavin tightened his grip a little, and began going faster.

"Ahh... ah, aaah, aaah!" The crocodile slumped backwards to lie on his back, the soft cries he was making growing faster and more impassioned as the other male beat him off. He was leaking precum all over his head, and it made a great lube as his dick dried out a bit from the friction. "Aaaaah, aaaah, shiiiiit, Gaaviiiiin..."

The otter was really taking this very seriously. Masturbation was serious business. He wasn't going to fool around and toy with his companion, no siree! Jack that guy off! He frowned comically, furrowing his brow; this was a job to him, a mission objective, an ultimatum. Damn fun job, but a job, nonetheless.

"Aaaaah... Uuunnnghhhh... Aaaahhh... Aaah... ah... ah... aah..."

Gavin sensed a change in the way the crocodile was moaning, and noticed his body tensing and his dick straining. He'd have to stop pretty soon. Kind of a shame, he was enjoying this. He gave the crocodile a couple more hard strokes, and then let go, licking precum off his paw. "Don't cum, okay?" he said, grinning a bit; it was just a little joke.

Rusty's face was screwing up tight; he clenched his fists on the bedspread, and his whole body grew still. His dick reached for the sky, barely even pulsing. Gavin's smile faltered; was he okay?

Then, to the otter's surprise, a dribble of thick white fluid emerged from the tip of the big croc's cock, and quickly ran down the underside, dripping into his boxers. The reptile was very still, scarcely even breathing, teeth clenched so hard it must have hurt.

Then, abruptly, he let out a breath in a rush, and gasped, slowly loosing his tightly clenched fists. "I didn'..." he whimpered. "I didn' cum..." A couple more pants. "Almos' did, came sooooo close... but not qui'..." He looked at the otter, eyes wild.

"Oh... I didn't think you were... quite that close," the otter said, abruptly embarrassed. "Sorry..."

Oops. He watched the croc panting and shivering. Poor guy...

Gavin hesitated, and then dragged a finger up the underside of the croc cock in front of him, scooping up most of the white gunk; Rusty hissed and shivered at the stroke. "You... drizzled a bit."

"Not s'prised..." the crocodile muttered. "Jeez, ya were goin' so hard I though' I was gonna have a hear' attack..."

"Oh... uh... don't you... usually do it like that?" the otter asked, sheepishly. He sure did it like that. About as fast as he could get his paw to move.

Rusty shook his head a lot. "Lot softer..." he said. He paused, beginning to blush, and then tentatively dropped a paw down to his tool, which was still really hard. He held his thumb on the topside and his index digit on the bottom side, just behind that pointy diamond head, and gently moved his paw up and down a few times, a distance of no more than an inch or two, over that skinny area and the rim of his head. He was barely even squeezing. "Like tha'."

"Oh." Gavin chuckled a bit. "Sorry."

"Nah, it was good," Rusty panted. "All'a it hittin' me at once... can' keep it up like tha' myself... Fel' grea'... on'y... why'd'ya stop?" He glanced up at the otter, gaze somewhat confused, a bit disappointed... and extremely horny.

The otter smiled a bit. He didn't respond, just slipped off his boots, rested his knees on the bed, and crawled onto it slowly, pants now around his ankles. Rusty watched as he crawled nearer, and nearer, until he was fairly on top of the reptile, looking at him from six inches away. With a careful shift of his footpaws, he let his pants drop onto the floor, and then leaned in, and gave the croc a soft kiss on the nose.

Rusty lay quite still, mouth shifting and pressing back, though it wasn't quite in contact with the otter's. When Gavin drew back, the reptile uttered a soft, tiny whine. His eyes, heavily lidded, met the mammal's.

Then, he reached out and grabbed the otter, pulling him down as they fell back onto the bed. The crocodile's mouth was all over his, kissing and licking, pressing and caressing. Gavin's paws gently slid Rusty's shirt the rest of the way off; the crocodile kicked his way out of his boots, and shivered as the otter tugged his jeans down. Rusty's paws roamed up under the otter's shirt, stroking through his thick fur, and then tugging on said shirt's buttons. Gavin stopped mashing his face against the reptile's for long enough to help discard the garment, and then reached down and pulled off his underwear, dropping them and his borrowed jeans to the floor.

When he looked up, he realized belatedly that the abrupt exposure of his bobbing, smoothly curvaceous pink erection was probably a bit much for Rusty, who clearly wasn't as used to what they were doing. He found the crocodile's eyes were wide, fixed on his dick like it was magnetic; the reptile's own tool was monstrously hard and oozing pre once more, and his cheeks were visibly red again, despite the low light from his window.

Gavin offered a little smile, wondering if this was the first time this country fella had ever seen another dude's dick. "C'mon, let's get you out of these..." He gently drew the waistband of Rusty's boxers over the end of his cock, so it could pull back through his fly, and the reptile shifted so his underwear could come off. His big, muscular arms came up to cover himself shyly, one across his chest and the other over his lower stomach, verging toward his penis, but holding back from hiding it. He was totally nude, now, as was Gavin.

Ah, yes... internal testes. He'd forgotten about that. Unlike his feral cousins, Rusty's balls weren't in his abdomen, but were only visible as slight bumps, a bit above his jutting, muscular sheath vent. They were separated from the exterior by a thick layer of skin and scales that didn't allow them to move - like a marsupial, but without the scrotum. Of course, they weren't obscured by pubic fur, either; the reptile was completely hairless. Gavin probably would have trimmed his own nether fur a bit shorter if he'd known he was going to be doing something like this any time soon... but, he figured Rusty probably wouldn't be too picky about his male partner's superficial characteristics, considering he didn't seem to even think about this sort of thing very much.

Realizing he was being stared at, the crocodile's paw crept down to attempt to cover his junk; it failed, of course. Gavin blinked, returning from his reverie.

The otter gave Rusty a smile and leaned in, hanging over him, drawing him into another soft kiss... Rusty returned it, and a moment later the crocodile's defenses were down again, as he hesitantly wrapped his arms around the otter's torso. Gavin slowly rested his weight on the other guy... and they both shivered, as their cocks pressed against each other, slick and throbbing and sensitive.

That felt real good, for sure... but it wasn't what Gavin was looking for.

With a slight humping motion, he slid his cock a bit against the other male's. Rusty mmphed into their current kiss, while Gavin's paws came to hold him behind the head, so he could more efficiently concentrate on tongue games, and the delicate contact of their mouths.

Another gentle hump, a sort of bucking gesture. The end of Gavin's cock slid past Rusty's. Rusty moaned a bit, holding him close, holding him tight; the crocodile's long, thick tail brushed and stroked and wound around his own shorter one

Gavin shifted his hips more slowly, this time, and Rusty shivered and groaned as his dick slid down until the slick base was pressing against the otter's furry balls, and Gavin's weight was pressing it against his stomach. Gavin dragged his tongue out of the crocodile's mouth long enough to lick his scaly nose, the guy's hot reptily breath huffing in his face. He 'reset' his hips.

Sliiiiide. Rusty whined, his cockhead just poking above Gavin's sheath level. His paws dropped down to the otter's rear again, and he gripped the other male's cheeks.

Thrust. Now his cockhead was trapped underneath the otter's balls, just behind them, and Gavin's cock was digging into the crocodile's stomach. The otter moved his paws to the crocodile's shoulders. He was going to need a fairly good bracing position, soon.

One more hipthrust, and Rusty's cocktip slid wetly down his taint. A couple more gentle, ginger adjustments with his pelvis, and it lodged under his tail, poking delicately into the space between his asscheeks. Rusty was turning his head, breaking the kiss, breathing hard, giving Gavin another wild look...

"A-are ya... really gonna..." he murmured.

"Sssshhh..." Gavin whispered back, and nuzzled him gently in the nose.

His lips pressed softly against Rusty's again, and the crocodile succumbed to their hypnotic taste... and the otter gently rolled his hips. Backward.

The bulging end of Rusty's cock pressed inwards between his tail and the halves of his rump, the end slickly covered with pre. Another careful hip-rocking move, and he felt the end touch his tailhole, and then draw back a little. He could feel the tightness, the tension of his gluteal muscles being pushed aside, of his tail being pushed up as it flicked lazily behind him. He imagined Rusty could feel it too; the crocodile's big strong arms were wrapped around him, and he was trembling.

A slightly firmer rocking thrust. Rusty's cockhead crammed itself up against Gavin's tailhole, and then backed off a bit, still in contact. Rusty tensed with the motion, and then relaxed. The otter smiled into their kiss. Another cycle. The pressure was mounting, the crocodile's dick was shoved deeply under his tail, grinding against his hole, threatening to shove past his sphincter... but it didn't.

The reptile, frozen with tension, relaxed once more, as Gavin fluidly continued that rotary rocking motion forward. This time, Rusty's cock stayed firmly wedged where it was. And then, back again, and it was even stronger this time; Rusty whimpered as his penis was pressed hard under the otter's tail, Gavin was shoving back against his shoulders as he kissed the crocodile, and it was going to go in, it was surely going to go in, so firmly was the reptile's dick being mashed under that tail...

...But then Gavin rolled forward, and it wasn't in yet.

Rusty was shaking. The otter shifted sinusously over him, lithe and gorgeous, sliding forward, rolling up, coming back...

Gavin pushed hard.

Rusty was tense and moaning, now, cockhead held in the vice-grip of the otter's tail region, pressed so hard against the otter's precum-slickened tailhole that it almost hurt the croc... Then, he gasped, a long, deep, shuddering inhalation, as the end of his tool overcame the resistance, and was abruptly being squeezed directly by the otter's ring-muscles.

Gavin smiled slightly. He rocked forward, being careful not to let Rusty slip out of that tenuous grip... and then back... pressure mounting... and the head of Rusty's penis slid properly inside him.

The crocodile groaned. He was hugging the otter against his chest, arms around his torso again, and they were still nosing and kissing on occasion. Gavin rocked his hips back, and slid a little more of the crocodile's thick tool into him, his hole caught around that narrow area behind his head. It was a bit thicker than most of the ones he'd had under his tail, but he couldn't say it was overly troubling for him.

"How close are you?" he murmured, nuzzling the crocodile's face.

Rusty was panting, eyes almost shut; he looked at the other male deliriously. "Pretty... pretty close..."

"I figured..." Gavin rumbled, giving him another soft kiss. He'd have to do this carefully.

Gingerly, he shifted his stance to be more upright, drawing his face away from the crocodile's so that he could lean on Rusty's shoulders. He shifted his legs up so his knees were on either side of the crocodile's broad hips, angled his pelvis (and the pecker skewering it) more upward, and let himself gently slide downward, with the aid of gravity, but the steely control of his muscles.

Rusty let out a beautiful moan, throwing his head back against his pillow, his paws coming to grip the otter's thighs helplessly. Gavin had to start pushing as he neared the base; Rusty's cock widened even more down there, and it was almost more than he could handle... but then he felt his balls press against the crocodile's scaly pubic region, and a moment later, the reptile's bulging sheath vent was shoved between his asscheeks, the whole region sticky with precum from his earlier pawjob.

It felt nice to be full of croc cock. He could feel the shaft twitching inside him. He could feel Rusty's heartbeat, strong and constant, pulsing under his tail. The otter took a moment to rest and enjoy the sensation.

Then, being careful and slow, the otter began to drag himself back up, going only as far as a bit above the midway point of Rusty's penis. He didn't want to overdo it on the poor guy. Just nice and slow, go to a bit above the middle, then slowly back down to a bit below it, not all the way to the base this time... then back up...

Rusty seemed to really like that. After a few such slow, gentle strokes, he began to relax, a smile growing on his face. He must have realized Gavin was trying not to make him cum in the next few seconds; he finally seemed to be enjoying himself more comfortably and losing his tension. And that made Gavin smile too.

The otter carefully lowered himself back to almost-lie on Rusty's chest, continuing his thrusts via hip motion and a firm supporting grip on Rusty's sides. He gave the crocodile another soft kiss, because he wanted to, and Rusty slid his arms up to stroke the otter's back, and give him a little scritching. It was really quite relaxing... up... down... up... down... and it felt so nice. Felt really nice. Gavin was sure his reptile companion would agree with that. Even better, the otter's somewhat neglected cock was able to rub against Rusty's belly like this, and that felt quite good, the slight texture of his scales all along the sensitive underside.

And best of all... when he looked at the crocodile's face... the last traces of nervousness and embarrassment had disappeared. Rusty was holding him, they were making love... and the crocodile had the biggest smile you could imagine.

Gavin hoped that wasn't only because he was getting laid, but because of the way in which it was happening, and the male he was experiencing it with. He thought it was.

Rusty kissed him entirely of his own volition, this time, as Gavin gently worked his body up and down on that massively thick cock. A long, sensual, emotive kiss, a kiss with messages, promises, feelings. Quite a different sort from their first few, shy and hesitant... but, with all the same affection.

When the crocodile finally broke away, he muttered, "'M gonna cum..."

"How soon?" the otter whispered back, breathing hard from his exertion.

Rusty considered. Inhaled a little. "Sooooon..." he almost-moaned.

Gavin smiled at him faintly. "Okay."

"Ya... ya wan' ta... take it ou'?" Rusty panted.

The otter nuzzled him a bit. "You can cum inside me, if you want."

"Ya... Ya sure?"

Another nuzzle, a tiny kiss. "Yeah, it's okay. I promise." He smiled a little. "I'm pretty sure you won't get me pregnant."

Rusty was growing slightly antsy under his continued hip-thrusting, which was quite soft now. "Okay... Jus'... no' too hard... Ohh..."

"Just relax..." Gavin gave his muzzle a soft lick, and then another. "I'll be gentle..."

"Ahh... Okay..." Rusty tried to.

Gavin continued softly licking his face, since that seemed to help, and changed his grip to be softer and more cuddly. "Just let it happen... I'll take care of you..."

The crocodile shifted, tensing a little. "Aaaaaahh..."

Gavin was careful not to speed up or agitate anything; more than the crocodile's warning, he didn't want to see Rusty stop enjoying himself. He was working the crocodile toward orgasm, and Rusty was close... but Gavin didn't want to get him there in any special hurry. Just nice and easy.

"Aaaaahhhh... Gavin..." the crocodile moaned softly, holding the otter in a close, special way, tightly, yet with such tenderness. "Ohhh... Ohhhhhh... Almos' there..."

Gavin gave him a long lick over his cheekbone. "You close?"

"Y-yeah..."

"How close?" Nuzzle, nuzzle, lick.

Big smile. "So... soooo close... Aaaahh..."

The otter was being extra gentle now, his strokes smaller and even slower. The crocodile's penis was twitching inside him. "You gonna cum inside me?"

"Yeah... yeah... 'M gonna... Oh shit..." Pant, pant. "Aahhh... 'M g-gonna... Ohhhh, aaaahhhh..."

Gavin judged carefully, by the slowly twisting expression on the crocodile's face, by the exact tone of his exclamations, by the flexing of that firm rod up his rear. "Aah..."

Another thrust. "A... ah..."

One more. "...ah..."

And another. "...Ahh..."

Gavin finally slid the entire length of the crocodile's penis inside him once more, the organ rock-hard and straining in his rear. The two hung there for an immeasurable moment in time, staring into each other's eyes, noses and mouths almost touching. Gavin's eyes were open, soft and warm. Rusty's were halfway shut, every muscle around them tensing, tensing...

Then, Rusty came. His eyes squeezed shut.

For a moment, Gavin was afraid he was going to yell... but to his surprise, when Rusty opened his mouth, what emerged was a soft whimper of pure ecstasy. The otter felt a surge of heat in his guts; the crocodile's tool twitched... and then jerked, and began pulsing very hard, almost uncomfortably so. Gavin gave him some very light hip action, trying not to be rough as the crocodile had requested, and Rusty seemed very satisfied with that.

"Ohhhhhh shhhhiiiiiiiiiiiit..." the crocodile breathed, eyes shut, barely managing the whispered words. "Ohhhhh goooooood..."

Gavin leaned down and gave him a little smooch on the nose, since his mouth was hanging open and thus not very kissable. He felt the pulsing in his rear weaken, and then begin to slow... before finally becoming sporadic twitches.

"Ohhh..." Rusty groaned. "Ohhhhhhh..."

The otter let him sit there for a moment, hilted. He watched Rusty's chest heave, as his face lost its tight grimace of almost-painful intensity, and dulled into an expression of physical and emotional exhaustion, tinged a contented zen. He watched the crocodile 'melt', until he might as well have been a reptilian puddle.

After a bit, the crocodile opened his eyes, feeling a disturbance atop him... and blinked, when he saw the otter had his eyes shut, and was pawing himself hard, fist a blur on his pink cock. He rocked his hips a bit again, and Rusty tensed and hissed as it sent a weird, intense feeling through his dick, not entirely pleasureable. Gavin, on the other paw, moaned a little, definitely getting off to the feeling of the crocodile's big cock buried inside him. He'd been too busy to paw earlier, but this was prime pawing material... even if Rusty was starting to go soft inside him.

Rusty watched him, hesitantly reached out... and touched his thigh again. "D-do ya... wan' me ta..."

Gavin opened one eye partway, not stopping what he was doing. "I'm pretty close, actually, won't take long, just let me jerk a bit more..."

"Well..." Rusty looked about, a little dazed, uncertain. "I mean... ya did more fer me, than jus'... massur-bate me..." He grew embarrassed, saying the last part. "I mean, I c'n... do somethin' too... Fer ya..."

Gavin's strokes slowed to an excitement-maintaining speed. "Do you... wanna do that?"

Rusty opened his mouth, blushing, and lay there dumbly. "W-well I mean... If there's... somethin' ya wan'... wan' me ta... do..."

The otter's strokes slowed even more, to more of a teasing speed. He smiled a bit. "What do you want to do with me?"

The crocodile looked about, distressed, gave the otter a longing glance, looked away again. "W-wha'ever ya wan'!"

"Well, you must have something in mind... or you wouldn't've suggested it..." Gavin mumbled. He prepared his muscles, and then flexed. Rusty gasped, as the otter slowly, gently drew himself off of the cock still trapped in him. It flopped out, and he clenched up tight after it, feeling empty and stretched. "Come on. What do you wanna do with this guy?" He waved his slightly upward-curving pink dick.

Rusty, blushing intensely, mumbled some things, and finally managed. "Well... I guess... do ya wanna... put it in m'mouth? I... maybe kinda wannedta trydat..." He trailed off into a mumble again, looking up at the otter anxiously.

Gavin couldn't help but hesitate, staring at the crocodile's enormous teeth, as he spoke. Huuuge teeth! Crazy!

"I, I mean, ya don' hafta, if ya don' wanna tha's okay!" Rusty balked, flinching as though he'd said something filthy. "To'ally okay, jus'... a thought..."

The otter gulped. Well, you never knew these things until you tried them. "You wanna suck me off?"

"Well, well... I maybe... don' wanna not suck..." he stopped short, too embarrassed to continue to the final words.

Gavin smiled, finding the awkward reptile quite endearing. "Alright, then." He scooted forward, until he was straddling the reptile's chest; he grabbed Rusty's pillow. "Lean up, and you can lay back on this so you don't hurt your neck."

Rusty complied, resting his head gingerly on the pillow, and nosing a little at the hard dick suddenly in his face. "So do I jus'..." He extended his tongue slowly, and gently touched it to the underside of the otter's head, drawing it upward.

Gavin shivered.

"Tathe thfunny..." the crocodile muttered, not retracting his tongue, eyes fixed on the erection in front of his nose.

"It does a bit, yeah," Gavin said, with a chuckle.

Another little lick, and then a slightly bigger one. Rusty drew his tongue around the top of Gavin's tool, then pressed his lips to the tip, giving it a soft kiss, followed by another little lick.

"Tathe goodth..."

The otter smiled at that... and then tensed, watching apprehensively as the end of his cock was suddenly between the forwardmost of those giant teeth.

The crocodile gave him a few more swirling licks, now able to reach a bit further down his shaft... and opened his mouth wider, to accommodate the next inch or so. He was definitely careful with his teeth, which was reassuring; he didn't even nudge the otter with the side ones. With great care, the crocodile slid down to the other male's furry sheath, and closed his mouth a bit, shifting his tongue.

Gavin huffed, feeling the crocodile awkwardly rubbing him with the slimy appendage.

Hmmm... he wasn't very good at this...

Rusty seemed to realize that fairly quickly, however, because he began to blush, and stopped looking up at the otter for signs of approval. Instead, he stared at the mammal's pubic region, manipulating his tongue, until finally he gave up and stopped. "I dthon' nntho..."

Gavin sucked in air through his teeth and rapidly withdrew his dick from the crocodile's suddenly-moving teeth. Yikes! Rusty blinked, and smacked his lips a bit.

"Maybe don't talk when you're doing that..." Gavin suggested, panting. He'd seen his sex life flash before his eyes! "Teeth."

"Oh, righ', sorry..." Rusty mumbled, even more embarrassed, which Gavin felt bad for.

"You were saying?" the otter continued, a bit wryly, but his eyes were sympathetic.

"I uh... I... dunno wha' ta do..." Rusty admitted, not looking at his partner. "I, I never done this 'fore, so... Sorry... 'M pretty bad at it..."

The crocodile's self-deprecating shame drew a grimace out of the otter. "It's okay, big guy... You weren't doing so bad, really."

"Really?" The crocodile sounded a little reassured, he looked up and smiled.

Gavin carefully didn't answer that one; he supposed he'd had worse. Probably. "Try... pulling your lips over your teeth, and sucking more."

"Like... like how?" the crocodile asked, anguished, clueless.

Gavin hesitated. "Well, c'mere..."

Rusty placed his paws on the otter's hips and nosed up to his cock again, nuzzling the tip a bit; Gavin was getting a bit limp, but he rallied at the sight of his dick being face-rubbed by a cute guy. The crocodile carefully repeated his earlier performance, looking up at the otter for approval.

"Imagine, like... like you're sucking on a popsicle or something. Hold your lips like that."

Rusty paused, and frowned, and then his lips were gripped around the otter's shaft, and that felt quite a bit better already. He gave an experimental suck, sliding down a bit more.

Hmm, that wasn't right... "Uh... let's see... try to just... suck, with your tongue, like... like..." How could one describe it?

A far-off memory of a grade-school field trip to a farm surfaced. "Oh, I know, you probably know about cows, right?" He got a nod, and a curious look. "You know the way calves nurse, the way they move their mouths?"

The crocodile paused for a moment.

Then, he started to carefully undulate his tongue, sucking in time with it.

Yup. He knew the way.

Gavin inhaled. "Yeah, like that... keep doing that... and, now, move your head... kinda gently back and forth, not too much." He placed his paws on either side of Rusty's skull, and demonstrated, pulling him away a bit, pulling him back.

Rusty got the hang of that right away, nose poking into the otter's pubic fur and lips pushing his loose sheath back a bit with each stroke.

"Yeahhh... and you can do that licking thing you were doing, with your tongue, move it around a bit more... but mostly just focus on the other parts, don't lick so much as just..."

Rusty started moving his tongue some more, and it was all feeling good.

Then one of his teeth scraped Gavin's dick.

Yeek! They both flinched. Fortunately, it had been gentle and hadn't hurt.

"Thawr..." Rusty mumbled, and then caught himself, and just looked up at the otter with a deeply apologetic expression.

Gavin took a breath, and gave him a small headrub, and a tentative grin. "It's okay, just be careful!" He hesitated; Rusty sure did look strained, trying so hard to make the other male feel good.

"You're doing a good job..." the otter reassured, rubbing his head a little. "Feels good... Mmmmh..."

Yeah, this was quite a lot better. He was glad Rusty wasn't prone to gagging, with that long muzzle of his. He wouldn't've enjoyed the crocodile experiencing something reflexive and muscular like a gag, while those teeth were perilously close to his man stuff. Heck, he was lucky he was the size he was - much longer and he would have probably made the guy gag, and much thicker and he'd have a hard time fitting between Rusty's teeth. But it turned out he was just the right size, and that was...

"Mmm... Oh, Rusty... you have good ideas..." the otter rumbled, contented, bucking his hips slightly into the croc's mouth. A lot nicer than pawing himself after being fucked, for sure... It wouldn't've been the first time he'd had to do that, which was why it had come so naturally. But Rusty was trying really hard, and what he lacked in experience he made up for with determination and a bit of instruction. He really wanted to do a good job at this. His paws had roamed onto the otter's backside again, and were stroking his rear and tail, shyly scouting the sticky remains of what Gavin had done to him moments before.

Speaking of orgasms. Gavin had experienced a nice bout of foreplay, one lot of prostate pummeling and belly-frotting, half of a 'resident expert' pawjob, and now a 'promising apprentice' blowjob. He wasn't quite as sensitive as Rusty seemed to be, but he could only take so much. And he'd taken just about that much.

He inhaled a little. "I'm... gonna cum in a sec. Try... try not to choke on it, okay? It can... ohh... it can take you by... surprise..."

Rusty nodded carefully, wiggling his tongue back and forth over the otter's dickhead.

"You don't have to... swallow it... You can spit it out, too..." Gavin murmured. Oh this was going to be an exceptional one, he could tell already. Not that he was surprised, after the amount of teasing he'd received. His paws were on Rusty's head, stroking softly, petting...

"Aaaah... Rusty..." he groaned. "Aaaah... fuck... Fuck!"

That was it. Gavin's body went rigid, like his cock. He felt it 'freeze' for a second, feeling better and better... and then, boom! Hormones and nerve signals cascaded through his body as sections of his brain shut down, and others lit up with activity.

Rusty almost choked, in spite of the warning, but he managed to handle the sudden blast to the tonsils, barely. Because of the angle he was at, it ended up all running back into his throat, so he swallowed after several squirts, and then a few more times as Gavin continued to spooge into his mouth, clinging to the croc's head and breathing roughly, nearly silent.

Yeah. Promising apprentice. The guy had a real future in this industry. You're gonna go far, kid.

Gavin sighed, the somewhat softer rubbing of the crocodile's tongue starting to feel a bit uncomfortable, and carefully withdrew his tool from between Rusty's teeth. Wide base, slightly narrower section... shaft bulge, narrowing again, then the ovoid head, and pointy tip. It was starting to get a bit flexible again, but was still what you might call 'hard'.

"So..." the crocodile murmured, licking his tongue around his mouth oddly. He was embarrassed again. "Do we jus'... go ta bed, now?"

Gavin smiled a bit. "Well, sure, if you like. Let's get you cleaned up, first, though."

"Oh... oh, righ'... Ya c'n use m'undies, I'm gonna throw 'em in the hamper anyway..." Rusty leaned up and watched anxiously as Gavin crawled off of him, and procured the garment from the floor. The croc flinched a little as the otter rubbed his half-retracted, floppy dick, and the surrounding area, being gentle but thorough. He got all the cum residue off of the other male, and then dried his own groin region, and mopped his tail up a bit.

"There, that'll do until we can take a shower tomorrow." He smiled, and crawled back into the bed, finally lying down next to the croc, who was gingerly prodding his dick back into his sheath. Gavin found that fairly amusing; his own always sucked back in fairly quickly, but Rusty's seemed to be a bit sluggish. Maybe because it was so fat... after a little encouragement, his vent closed over it readily.

The crocodile lay back, sighing a bit, staring at the ceiling. "Wow... I can' believe I jus'..."

"Shhhh..." Gavin hushed, curling over to wrap an arm across Rusty's chest. He didn't want the reptile to think too much... he was afraid of what might happen, after his earlier behavior. Rusty deserved to just feel nice about tonight... the otter didn't want it to end badly for him. He wanted Rusty to just feel nice.

Plenty of time for angsting tomorrow morning, when they'd have to go after his car anyway.

He pressed up, poking his muzzle out, and Rusty looked at him, surprised... and then smiled, and gave him a kiss. A soft one... which deepened into something more passionate.

He tasted like otter dick. Did Gavin's cock really taste like that? Hm. Weird.

"I wanna cuddle with you..." he murmured, when they had separated, and he was gazing into the crocodile's gentle eyes.

"O... okay..." came the hesitant reply. "Do ya... wanna borrow some pajamas?" He was looking a bit shy again, arms sliding across his naked body defensively.

"I usually sleep naked," Gavin responded. "It's really nice just holding somebody, and feeling nothing but their fur... or scales, heh..." he smiled.

Rusty's breath seemed to catch a little at the idea, and then he smiled, too, with a slight blush. "Uh, okay... I've ne'er slep' in anythin' but pajamas..."

Gavin chuckled; he was really too cute. "You'll like it. Come on."

He scrambled up, and a moment later, Rusty followed suit, climbing onto his paws and knees so they could get under the blankets. Gavin got a nice view of the crocodile's sizeable butt and thick tail, and he quite liked that, especially the hint of strong muscle swooping down into his thighs.

They crawled under the covers, Rusty sliding down and shivering, clearly feeling quite odd with just the sheets touching him. The otter scooted closer, and then his warm furry body was against the reptile's scales, all along his side, as his legs tangled with the crocodile's under the sheets. "Hold me."

The crocodile hesitated, and then rolled partway toward him, wrapping his arms around the otter. "O-okay..."

Gavin smiled a little. "Your arm'll fall asleep if you do it like that. Just... curl the bottom one up next to me, so I can feel it... and hold me with the top one. Like this."

He snuggled closer. Rusty corrected his pose... and, after a moment, the crocodile rumbled contentedly, tightening his grip.

And that was the last thing Gavin remembered, of the day he ran out of gas.


You've probably noticed, but this series doesn't have fixed chapter sizes - I'll post them when I think they're done, so they may wind up long or short. I'll try to keep them longer than about 2,000 words, but knowing what we all know about my writing style, the adult-rated chapters probably won't have any trouble with that. :3

Hope you're enjoying it; if not, I think you'll start to grow more invested in the next chapter or two or three. I'm not sure how long this one will be, but it will be longer than 5 chapters and shorter than FA's final length (probably by a significant margin).

Next chapter of C&C should be up in 3-6 weeks, I would guess, but no promises. FA comes first, and I need to not fail all my classes this semester like I almost did last semester. *hyperbolic hyena loves acronyms too much. ALSO COCK*