WARNING!! This story has been posted freely of charge solely for entertainment and arousing purposes only. This story is Copyright 1999 Matt Stevens (ME!!)

Starfox, Fox McCloud, Peppy Hare, Falco Lombardi, Slippy Toad, Katt Monroe, General Pepper, Bill Grey, James McCloud, Vixy Reinard, and Great Fox are Copyright 1993, 1997 Nintendo of America.

Fara Phoenix is Copyright 1993 Benimaru Itoh (did I spell that right?)

Jessica McCloud, Matt Grey, Tracy Smith, and Brian Reeds are Copyright 1999 Matt Stevens (ME!!)

I really welcome your commentary. Please e-mail me at mstevens15@hotmail.com. I just LOVE getting e-mail.

** Note from author** This story takes place at the same time as Starfox: An Erotic Story 11

Matt and Jessica had just gotten back from their honeymoon. Fox and Fara were over at Matt's parent's house. They had invited their friend Tracy and her boyfriend Brian over for an orgy, unaware that their parents were doing the same thing. The door bell rang. "I'll get it." Matt said. He scurried past the bathroom towards the front door, opening it. "Hi Trace." he said, hugging her. "Come on in."

"Hey Matt." Tracy said. Brian and Tracy stepped inside. "Where's Jessica?"

"She's already downstairs, naked, and ready to go." Matt said.

"Cool." Brian said. "Then lets get started."

"Okay. Come on guys." Matt said. He led them downstairs to their unfurnished basement. There was just a chair, a tv, a carpet, and a few lights. Jessica was lying down naked on the floor. Matt walked over to Jess and gave her a kiss. Brian and Tracy stripped until they were as naked as Matt and Jess. Brian's penis hang freely out of his sheath.

"Well, let's start." Brian said. Tracy got on her paws and knees and Brian mounted her. His large penis entered her vagina and Brian began humping her. The lioness surged back at her mate's thrusts. She stood her ground, supporting the large lion on her back. Brian wrapped his paws around Tracy's waist. He wagged his tail in delight. He fucked the lioness hard, not caring that he was going too fast for Tracy. The spines on the end of his penis tickled her loins, causing a sudden and jolting orgasm.

"Oh Simmmmmmmmmmmmmmmmby!" Tracy cried. That was her little nickname for him. The spines on his penis continued to tickle and stimulate her. Brian let out a roar and came.

Tracy's vagina was so big, that it could hold far more than Jessica or either of their parents ever could. Brian bit the back of Tracy's neck, not drawing any blood. He did it just so he could hold on to her. Like they always did when they had sex. "Oh Simby, I've never had it that good..." Tracy mewed.

Matt, inspired by the mating pair of lions, got on his paws and knees. Jessica got on hers as well. He crawled over to Jessica as best he could. "Hey honey. Like tonight so far?" Matt asked, mounting her. He felt her back and tail press against his chest.

"I'd like it better if you'd cut the talk and start being dirty." Jess said. Matt had already found the target and pushed himself inside of her.

"Well okay. You impatient little thing." Matt said.

"Cute honey. Very cute. Now shut up and start the fucking." Jess said playfully.

"Yes ma'am." Matt responded, trying to be funny.

"Don't make me have you dismount so I can bite you." Jess threatened playfully.

"Okay! Okay! Sheesh." Matt said. The husky began to thrust. Jessica was unusually wet today. She must have used a moisturizer or something. Matt increased his speed. He felt her tail press against his chest, tickling him a bit. Matt wrapped his paws around her waist for support so he wouldn't fall over. Jessica's inner walls clamped and released on his swollen penis. They clutched and grabbed at him with no mercy. The moisturizer must have done something. Jessica howled and yipped as her orgasm hit her. Matt shoved his knot into her and gave in to the urge to cum, filling her with his cream. As the final jets spurted out, Jess turned them over on their sides to rest. Matt looked over at Brian and Tracy. They were already dismounted and were kissing. The lion's stiff member was still exposed.