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, and Matt Grey 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.

The Starfox team comes back from patrol. Everyone was going to sleep. Bill and Fox were in the hallway talking. "Hey Fox, I can't wait to have my way with Fara. Katt is all yours." Bill said.

"Cool. Is there anything I should be aware of with Katt?" Fox asked.

"Yes. Katt likes to be naughty in bed. And she loves to be tit fucked." Bill said.

"Okay. I'll keep that in mind." Fox said, stopping by the door to Bill's quarters.

"Oh, and one more thing..." Bill mentioned.

"Yeah?" Fox asked.

"She's in heat, so don't get her pregnant. She already is. I took care of that before we left." Bill smiled.

"Okay. But the next time we go on a mission, she's staying behind with Fara." Fox said.

"Alright. You win." Bill said. "Is there anything I should know about Fara?"

"Yes. Let her clean out your sheath before you start having fun. That way, you'll be rock hard and ready to go." Fox said. Both of them smiled at each other and went into the other's quarters.

Fox walked in to see Katt lying naked on her bed. "Hello Fox. I guess this is the first time you've seen me naked." Katt purred. He started undressing until he was as naked as her. Fox walked over and got into bed next to Katt. She wrapped one arm around him. Katt dug into his sheath and pulled out his long prize. She began to fondle his balls.

Katt got in position and Fox entered her. He noticed that she was a bit softer than Fara. "Ooh Fox.... Fuck me hard." Katt moaned. Fox was happy to comply. He braced himself on Katt's shoulders and began to fuck her, moving in and out of her with incredible force behind each stroke. Katt purred and looked up at Fox. He was enjoying what he was doing. Her inner walls clutched and grabbed at his member, but he was moving so fast that her walls never had enough time to grab him. Fox increased his thrusting motions against her. It wasn't long before Katt let out a large meow as she orgasmed, drenching his cock in her juices. Fox threw his head back and came inside of her yipping little noises out loud. His knot tied them together, so they kissed until Fox's know would start to shrink. Katt's body was vibrating from her purring.

Bill walked in Fox's quarters. Fara lay naked on her bed. "Hello, you sexy husky. Come on in. It's nice and warm in here." Fara said, opening up the covers. Bill hastily undressed and jumped in bed with her. Fara moved her muzzle down to his sheath and worked her way inside of him. She explored his large canine sheath with her tongue and wrapped it around his length. Fara licked some precum off its head and she took it in her mouth. She began to suck on him hard. Her tongue danced around in her mouth, teasing his pulsing organ and making him quiver with pleasure. Fara didn't want him to cum. At least not yet. So she took his erection out of her mouth and lifted her hips up over its sensitive head. She sank down on his large penis. He felt big inside of her. Afraid she would rip something, Fara took it slow at first and then gradually worked up speed until she was at a steady pace. Bill played with her breasts as she did all the work. He pinched one of her nipples, causing milk to squirt out. Bill licked it all up. Fara did everything she could think of. She tried swirling her hips in a clockwise motion. Bill thought that felt kinda good so he let her continue. Next, she got off Bill and got on her paws and knees. Bill, still erect, mounted her and continued fucking. This time, HE was doing all the work, and all Fara did was keep her ground. Bill felt his excitement growing stronger, so he shoved his knot into her pussy and barked, cumming inside of her. They both fell on their sides, tied and panting hard. Bill reached over to Fara's breasts and began playing with them.