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"Haha, shit! You're getting old, fishface!

The words rumbled from the big, red T-Rex as Jake stood a few feet in front of him.Touching his snout, Jake took note of the small amount of crimson that had dripped from his nose after Dimitri's fist had connected with it.

"Kicks and legwork, you dumbass. I told you, we aren't sparring."

The orca responded, sighing as he made his way over to the ropes on the side of the ring, picking up a towel to wipe his nose clean. Jake never understood why he kept Dimitri as his best friend. Sometimes he wanted to break the guy's leg, but he knew they both had a good connection. Well, usually, that is. Dimitri was just a bit.. over-excitable at times.

"Oh pfft. You gotta be ready for anything. I know you haven't fought in the ring for years, but ya need to continue to keep your mind and body in tip top shape! Especially when there's the fact that, y'know.. you train others for fights." Dimitri responded, smirking all the way over to the opposite corner of the ring as he went to get a drink.

Jake rolled his eyes as he tossed the towel out of the ring and onto a bench below.

"It was training for you, not me, idiot. You're lucky you didn't break my nose." Jake muttered as he reached for his own water bottle, opening it up and taking some of it into his snout.

Dimitri rolled his shoulders in a shrug before turning back towards Jake, giving that cocky smirk as his own water bottle was tossed aside. "I know, but that's the point. You gotta be ready for anything."

Dimitri and Jake both stood at over six feet tall, probably closer to six and a half feet, maybe more. Dimitri, the red tyrannosaurus rex, was two or three inches taller than his friend, Jake. Both of them were well muscled and in as perfect shape as they could be in. While Jake the orca was a tad bit shorter, he had slightly more muscle mass, but not by much. All in all, they were about equal in the ring, although Jake had more fighting experience and more years on Dimitri.

The t-rex was clad in a pair of black workout slacks and blue shin/foot pads. He remained shirtless to show off his chiseled upper body, while his hands were clad in matching blue sparring gloves. Obviously they didn't help to soften the blow too much when Jake got hit in the nose.

"If you stop being such a baby, maybe I'll make it up to you." Dimitri spoke in that deep, reptilian voice of his as he gave a rather seductive, teasing grin towards Jake. In response, Jake rolled his eyes before starting to make his way out of the ring.

The sparring room was one of the biggest rooms in the gym, complete with a full sized ring (but no cage). There were other areas in the room with padded floors, dummies set up for practice, and so on so forth. For a privately owned gym, it definitely wasn't bad.. especially when you considered the quality of the rest of the gym as well.

"Uh huh. Sure. You can get on that, I need to close up shop." Jake said as he took his own sparring gear off, leaving the orca in just a pair of white workout slacks to show off his own muscled, lovely masculine shaped form.

Jake owned his own gym in downtown RhyDin. While it wasn't exactly busy nowadays, it used to see a decent amount of traffic. First of all, it was a free gym. Second of all, it was both anthro and human friendly. Some businesses, and humans, in the upper city weren't always so.. kind to anthros. Anthros tended to stick in the downtown and surrounding areas. Of course, anthros were his biggest customers, but they'd get humans every once in awhile.. at least, those open minded enough to not care about the fact that there were other species living in the world.

"You know that Kyou is runnin' another MMA tournament at the Vault next month?" Dimitri spoke out as he followed Jake, who was making his way out of the sparring room into the weight room.

"I heard about it. I assumed that was why you've been wanting to train so much. Both you and your sister joining?"

"You know me, man.. I'm gonna fight." Dimitri gave a proud, tooth-filled grin to his orca buddy. "Not sure about sis, though. She's had her nose buried in other things." Dimitri shrugged, using the spare towel he picked up from the ring to begin to wipe himself off.

Dimitri continued to speak as he wiped some of the sweat from his scaled body. "I heard that there's gonna be some big surprise, like.. maybe someone comin' out of retirement. Or maybe it's that new fighter everyone's been hearing about. Plus, I've been wantin' to get a fight with Kyou in the cage for ages now.."

Jake listened to his buddy as they made their way into the lobby of the gym. No one else was inside, so all that was left to do was close up, get cleaned up and then pass out. One of the best things was the fact that the gym was on the first floor of a two story brick building. The second floor was his own home, a nice studio that had served him well so far. Jake lived alone, at least nowadays. Although Dimitri would occasionally invite himself over, whether Jake asked or not.

"You know you're like, five or six weight classes above him, right? I think he's a Featherweight or Lightweight. I don't think it'd be a smart fight, dumbass." Jake rolled his eyes at Dimitri, who scoffed in return. "Besides, he rarely fights anymore. He just runs the club and matches."

"Whatever. Anyway, I'm gonna get cleaned up, I'll see ya when you finish up." Dimitri said before hurrying out of the lobby, headed back to the locker room and showers. Jake just blinked, sort of surprised at how fast Dimitri seemed to get out of there. What was Dimitri planning? Maybe he was trying to sneak upstairs so he could crash there, without having to worry about Jake dragging him out.

Sighing, Jake finished putting papers away behind the desk before locking the front door. For the next fifteen minutes, Jake finished doing the last bit of cleaning and locking the gym up.

Jake immediately headed to the locker room, and to his surprise, Dimitri didn't seem to be anywhere in the gym, the locker room or the showers. Where the hell did he go? He must have gone upstairs, unless he got tired of waiting and went ahead and left.

Shrugging it off, Jake went ahead with his routine, stripping naked and cleaning up in the shower before drying off and starting to pull his clothes back on. Jake began to pulled out his set of clothes that he'd wear, all of which were fresh and completely clean. He pulled up that fancy looking, blue and black colored jockstrap before pulling up a pair of black athlete branded shorts. Afterwards, he pulled on a pair of "no-show" socks that stopped just below his ankle, colored white with a thick blue stripe around the middle of the foot, and some sport brand's logo on one side of the ankle on each sock. He decided to forget pulling on a tanktop or shoes, since he was just going to go upstairs and pass out.

Sighing, he carried his gym bag and made his way out of the locker room, with his towel hung over his shoulders and not doing much to cover up that muscled, black and white upper body of his. However, as he began to head towards the hallway that led to the stairs for his studio apartment, he realized that the lights were still on in the sparring room that they had been practicing in earlier.

"Thought I turned these off.."

Jake sighed and muttered to himself as he made his way out of the weight room and rounded the corner into the still lit up sparring room. With the lights on, it didn't take long for him to find out just what happened to Dimitri, and why the lights were still on.

"Damn dude.. You take forever. I hope you didn't jerk it while you were in the shower, fish boy. Otherwise I'll be disappointed."

Dimitri spoke with a grin as he sat on the edge of the sparring ring, leaned back into the ropes with his arms raised and hands holding onto the top rope for support. His crimson, beautifully muscled form was almost fully exposed. Almost. Jake stopped and blinked as he took in what his best friend was doing.. and wearing. Dimitri had obviously cleaned up before Jake did, and now sat there in only a clean and fancy, expensive looking jockstrap and a pair of clean, black mid-calf length socks with a white MMA sport logo on each side of the top of the sock. Both socks were pushed down just a bit, scrunching down along his ankle and calf as they covered those rather big reptilian feet of his.

The groin of the jockstrap was partially swollen, more than usual. Obviously, Dimitri had been waiting here for Jake, teasing himself. As Jake stood there watching, the rex reached down and began to idly run his fingers up and down across his growing shaft through the black fabric of his jockstrap.

"If you're doing this, I have a feeling you want something." Jake gave a little glare at Dimitri as he slowly began to walk towards the big red rex and the ring. Of course, he liked what he saw, as usual. It'd been awhile since they'd had any fun, and while Jake wasn't as.. active as Dimitri was, it'd been long enough that Jake needed something like this.

Rolling his eyes, Dimitri stepped off the ring, taking the few steps forward to close the distance between the two half naked men. "Maybe I just wanted to apologize for earlier." Dimitri smirked.

Before Jake could react, Dimitri had fallen to his knees in front of the orca, immediately grabbing the elastic band of his shorts and yanking them down to Jake's socked feet.

"Or maybe I just wanted to suck off my best bud's cock!" Dimitri said with a snicker.

"Mm, fuckin' nice as always, fish butt." He said as he grinned wickedly. Before Jake could give the rex a smack for the third fish insult, Dimitri had already begun his work.

Leaning forward quickly, Dimitri gave no hesitation as his decently long, thick and moist tongue slid out and firmly slid up over Jake's covered dick. His tongue cupped underneath the head of the orca's cock through Jake's own jockstrap before his tongue worked it's way upwards, saliva soaking through the fabric as he traced over the orca dick inch by inch.

"Ah f-.. fuck.." Jake felt his knees weaken as he watched Dimitri, who was grinning to himself and seeming all too pleased as he used his tongue to tease Jake. Already Jake could feel his own cock pulsating as it came to life. They both knew each other well enough that they could easily get each other worked up well beyond what most others could do.

Dimitri took in that familiar musk as he moaned, his hot breath washing over the fabric and teasing the orca's shaft all the more, causing it to twitch and throb repeatedly.

"Man, look at the size of those nuts! Haha.. You really need your dick wet, huh?" Dimitri teased once more as Jake just did his best to ignore Dimitri's always-so-interesting choice of words.

However, Jake would soon let out another moan and a gasp as that tongue cupped underneath Jake's balls, lifting and massaging gently through the fabric, causing the orca to tilt his head back in bliss. However, it seemed Dimitri wanted to get down to what they both wanted, and Jake couldn't complain. He knew they both had more than just one load to give, and Dimitri would certainly want to make sure they didn't stop until their balls were completely emptied of cum.

Dimitri was quick to move again, one hand taking ahold of the front of the jockstrap before forcing it aside, grinning wickedly and opening his mouth hungrily as the orca's fat, uncut cock and white colored ballsack bounced free. Jake's eleven inch shaft was halfway erect as it hung over his cum filled balls, precum already starting to leak from the tip.

"Oh fuuuck..!"

Jake let out a loud moan as Dimitri's mouth quickly wrapped around Jake's entire length, which wasn't too hard since he wasn't completely erect yet. That, and Dimitri had a long snout and a lot of practice! Dimitri moaned a bit as he eagerly slurped and slid further onto that cock, not stopping until his nose was buried in Jake's pubic region. Jake was helpless, his legs shaking a bit as he had to reach down and grip Dimitri's head for balance.

"Mmph.." Dimitri's moans vibrated Jake's dick as his tongue swirled and wrapped around his girth, doing his best to get Jake hard and horny as hell, as fast as he could. He continued to suck, slurp and use his tongue to grip his cock as his head began to bob back and forth over Jake's cock. Wet sucking noises filled the sparring room as the T-Rex's head slid over the orca's aching dick. With each movement of his head, Jake's length grew, and it wasn't long until Dimitri could feel that swollen cockhead bumping into the back of his throat.

Fully erect, Jake's moaning only increased as Dimitri sucked him off. Blue eyes were locked down at the rex, watching his head bob back and forth on his cock. His socked toes curled tightly into the floor from the pleasure, and from just the sight of the big rex giving him such a wonderful blowjob.

Dimitri adjusted his head as one of his hands fell to his own crotch. His other hand moved around, grabbing Jake's exposed ass and squeezing firmly before pulling the orca closer. Jake stepped just a bit closer, and in turn, Dimitri began to guide and force that cock down into his throat. Jake moaned loudly and trembled as Dimitri barely struggled with taking in the eleven inch cock into his throat. There were a few wet gags and moans, but that was it.

Jake could soon see Dimitri had pulled his own cock free. The tyrannosaurus rex was giving firm strokes, back and forth, across his fully erect, red foot-long dick. Precum was already pooling on the floor beneath his cock as he worked, though most of Dimitri's focus was on the orca's cock.

His head bobbed faster as his hand on Jake's ass began to guide the orca, getting Jake to lightly thrust back and forth, fucking Dimitri's mouth and throat as he moaned loudly. His cum-filled ballsack began to audibly smack against Dimitri's chin as faint gagging and wet slurping sounds filled the room even louder now. Dimitri seemed to be grinning a bit once again around Jake's cock, and Jake would soon find out why. Letting out a bit of a yelp and a moan, he could feel Dimitri's hand move so his finger could press right up against his puckered little white tailhole. With a little bit of coaxing, Dimitri didn't bother to wait any longer before starting to forcefully shove his index and middle finger into the orca's asshole, stretching it open.

As those two fingers sunk inwards, Jake cried out in pleasure. A small glob of precum even shot into the rex's throat, who happily swallowed and savored it all. Dimitri wasted no time in thrusting those fingers deep into Jake's ass before beginning to pump them in and out at a steady pace, all while bobbing his head back and forth. Jake roared out in pleasure and slight pain as his legs spread slightly, thrusting a bit harder into his throat as his climax drew closer.

He couldn't help it. Dimitri was a cocky asshole at times, but he knew what his friend wanted, and what he needed. Jake was already at the verge of cumming, and the thought of filling his best friend's throat with cum was becoming more and more exciting. But, just as things picked up, those fingers were pulled free of Jake's ass, and Dimitri pulled back off Jake's cock completely, letting the orca's shiny saliva coated dick bounce free, dripping with precum and a bit of saliva.

"Ah fuck! Damnit Dimitri, don't tease me right now..! I was just about to cum!" A frustrated Jake growled, frowning as he glared at Dimitri, who was grinning and still jerking his own red cock excitedly.

"I know you can cum more than once, but let's have you cum somewhere even better." Dimitri winked before standing up and walking towards the ring. Jake just watched as Dimitri moved to lay on his back on the ring, with his ass and legs hanging off the edge. The position would allow Jake to easily stand in between his friend's legs while fucking him.

"You know I wouldn't let my best friend down, right?" Dimitri gave another seductive grin, showing off his rows of sharp teeth as his muscled legs lifted themselves. Using what flexibility he had, he intertwined his legs with the ropes above him so the middle/second rope was underneath his knees, allowing them to hang there with his socked feet dangling in the air.

Jake took in the view as he idly stroked his own cock, shivering and not waiting long before he made his way right up to Dimitri's ass. He had to force himself not to run over and slam his cock in immediately, due to how much his cock and balls were aching.

Both Jake and Dimitri liked it either way. Whether it was taking or receiving, sex was sex.. especially for Dimitri. The rex tended to be a pretty aggressive bottom, too. Even though Dimitri seemed to be the type of guy who'd never let someone top him, he was quite the opposite. Then again, Dimitri would fuck just about anyone. With such a high sex drive, Dimitri was constantly on the prowl to breed. And Jake didn't mind.. usually.

Leaning in, Jake used his thumbs to spread that muscled pair of crimson cheeks to spit right on that rosebud, causing Dimitri to moan slightly. Afterwards, the orca's fingers moved in, smearing his own saliva over Dimitri's asshole, even forcing two fingers in up to the first joint to smear some of the saliva inside.

"Ah fuck, c'mon man.. I already got your cock wet, just fuckin' shove it in." Dimitri said with a grunt, obviously wanting it just as bad as Jake did. And while Jake would of loved to make Dimitri beg for it, Jake couldn't wait any longer. Instead, Jake figured that he could pay Dimitri back by giving him a bit of a.. rough time. The thought of it made Jake grin as he moved in, pressing the mushroom shaped tip of his cock up against Dimitri's puckered asshole. One hand moved up, grabbing the bottom of one of Dimitri's big, black socked feet while his other hand held onto his own cock. Still wearing the jockstrap, the fabric remained pushed aside as Dimitri rubbed his own cock. Dimitri soon stopped and reached down to take a hold of his balls, holding them out of the way as Jake began to rub the pre-cum soaked tip of his cock against his asshole.

"Fucking c'mon! Just shove i-..! Oh fuck! AH!"

Dimitri roared out as Jake gave him just what he wanted. Not bothering on being gentle, Jake held his cock firmly as he thrust his hips forward, slamming eight inches of his fat orca cock right into the rex's asshole. Jake watched the t-rex curl his toes cutely and arch his back as he was overwhelmed with pleasure.

"Damnit Jake! Fuckin'.. Ohh, uhh fuuuck..!" Dimitri groaned and grunted, squirming on the mat of the sparring ring as Jake's cock sinked inwards inch by inch.

Once most of his cock was buried inside, both hands moved to grab and hold onto those big reptilian feet, holding them for leverage as his hips bucked forward. With one last thrust, his cock disappeared completely into Dimitri's ass as his balls pressed firmly up against his behind.

"So thick and.. ohh damn, fuck Jake..! I forgot how big you are.. Damn dude!"

Jake couldn't help but be the one to grin now, snickering a bit to himself. However, he was mostly focused on the intense pleasure of Dimitri's velvet-like inner walls squeezed and tugged at his cock as it invaded his ass. He didn't wait any longer, slowly pulling his hips back until only the orca's cockhead remained inside. Immediately he thrust forward, burying all eleven inches back inside of his ass before he began to repeat the process.

Jake was quickly picking up speed. Their moans became louder with each thrust, the sound of their hips smacking filling the room. The orca's heavy balls began to smack loudly against Dimitri's ass as he fucked him. Jaked loved the sound of it all, along with the wet slapping noises they made as his saliva and precum soaked dick bred the rex's ass.

"H-Harder.." Dimitri grunted weakly, one hand rubbing his own balls while the other was rapidly pumping up and down his twelve inch long cock.

The orca was quick to oblige, standing up on his own socked toes a bit as he leaned in and began to thrust even harder and faster. He watched as his fat cock pistoned in and out of that tight ass, watched as Dimitri roared in pleasure and curled his toes as he had his ass fucked by his best friend. It was perfect. "So tight! I.. I don't think.. I can hold off for too long, Dimitri.."

Jake said as he panted, starting to thrust as hard as he could now into Dimitri's ass. Jake moaned loudly as he pounded hard and fast, his hands now gripping and squeezing Dimitri's curled sock clad toes as they fucked. The sounds of their hips and Jake's balls slapping against Dimitri became louder and louder along with their moans and grunts.

"Y.. Yeah dude.. Fuckin' fill my ass with your cum, f-fishie.." Dimitri said with a grunt, weakly grinning as he tugged at his own dick, desperate to cum as his whole body was overwhelmed with the intense pleasure of Jake pounding his ass.

The orca panted, leaning over Dimitri as he thrust as hard as he could, his cock pistoning in and out of his asshole even faster than before as Dimitri became more accustomed to it. However, neither of them could take this much longer.

"Jake, fill my fuckin' ass! I-.. ugh FUCK!"

Dimitri roared as he jerked and tugged at his cock as hard as he could. Ropes of thick, pearly white cum began to erupt one after another, shooting out all across Dimitri's own body, splattering across his chest and even hitting his face and open mouth. Dimitri was frozen with the pleasure, his roars filling Jake's ears as he continued to shoot his huge load all over his body. All the while, his inner walls were spasming and tightening all around the orca's cock, tugging at it, begging the orca to fill his insides.

"I'm cumming, I'm.. I'm gonna cum, f-.. fuck! Oh shit!"

Jake arched his back sharply, gripping Dimitri's feet tightly as he pounded Dimitri's ass. He gave his own roar of pleasure as his cock began to throb wildly. "Oh fuuck!"

Jake's head fell back as his cum began to gush out into the t-rex's asshole, quickly flooding it with his hot, steamy and sticky load of orca cum. Ribbons of seed painted his inner walls, filling him to the brink as Jake continued to slam his cock in and out of him.

"Gods yes! Fuck! Oh fuck! Breed my fucking ass!"

After a few seconds of the powerful orgasm, Jake instinctively thrust forward and wedged his cock as deep as it could go, desperately trying to force himself even deeper as he rode out his orgasm. The last ribbons of cum continued to fill Dimitri's ass as the orca leaned over Dimitri and hugged his legs. Whimpering, he gave slow short thrusts, wanting to remain deep inside of him as the last drops of cum were milked from his cock, which Dimitri's ass was all to eager to accept. His seed was starting to leak out, some of it trailing down along Jake's balls before falling to the floor inbetween his feet.

"Ah.. ah damn, dude. That's what I was hoping for, ah.. aha.." Dimitri sighed and chuckled weakly, still idly stroking his cock to make sure he got every drop.

Jake just enjoyed the feeling of it all for a moment, panting and looking over their sweaty bodies, as well as Dimitri's cum filled ass and cum covered chest and face. He couldn't help but grin as he chuckled, leaning over and giving a playful kiss to Dimitri's cute curled toes inside those soft socks. Afterwards, he slowly began to pull free, sliding out with a quiet wet pop from all of the cum.

While he was a bit exhausted, the orca was still aching for more. And he knew that if he desired more, Dimitri undoubtedly wanted more. Jake had never seen Dimitri end up being satisfied with one orgasm. For the time being, he reached over to the nearby towels, throwing one to Dimitri to allow him to clean himself up before using the other towel to wipe his own cock off.

"You know I'm not done, right fish butt?" Dimitri said as he snickered and grin, slowly standing up inside the ring as he tossed his towel outside. His hand had fallen back down to his cock, rubbing it slowly as he once again admired the orca's form.

Jake shook his head as he tossed his own towel aside, leaning back against the ropes as he let his cock hang between his legs, still mostly hard as some of the leftover cum seeped and dripped from the tip of his shaft.

"Well, if you stop referring to me as a fish, I might think about it." Jake couldn't help but smirk a bit, watching as Dimitri stepped forward.

Before he could react, Dimitri had grabbed Jake and spun him around, pinning him up face first against the corner of the ring. Jake gasped and shivered as Dimitri's hand ran down along Jake's bare ass, squeezing at it excitedly at it before giving it a nice, hard smack.

"Ah!" Jake gasped, arching his back as he did his best to look back over his shoulder at Dimitri. He shivered as he could feel Dimitri's cock rubbing up against his backside, throbbing and smearing some of his own leftover seed against his exposed ass and tail.

"I think, to weigh things out, I'll make sure to empty a couple of loads into your ass. How's that sound?" Dimitri said as he grinned and snickered. Before Jake could respond, Dimitri gave his ass another rough spank, causing him to gasp and moan out.

The rex used a free hand to roughly lift the orca's tail, allowing his hand to once again explore the orca's ass. Two of his fingers quickly found their mark, tracing slowly and teasingly along his tight little puckered hole. They'd massage and stroke, but didn't push inwards, not yet at least.

"Let's see just how rough you like it.."

(End of Part 1.)