It had been a hot summer, and Ultratails and his friend James had decided to take a camping trip as it approached fall and the temperatures were finally dropping. Ultratails, or Ultra, Tails, or UT for short, was a gay twin tailed fox of mostly orange and white fur. His hand and feet paws covered in black fur about half way up to the elbow's and knee's. James was his straight raccoon friend. The two had known each other for over a decade and loved to go camping time to time and hang out. "Ughhhh. Thank god it's finally getting cool out again." the fox groaned as he was packing a car. "Right? Much nicer for camping!" the large raccoon said with a smile, putting some stuff in the trunk. The coonie was a bit taller and larger than the fox, but not by a lot, but enough that the fox felt a little small next to his friend. Finally James slid one last box into the car before closing the trunk. "Alright. I think thats everything" James said to the fox, the fox nodding in agreement as the two got into the car, James taking the drivers seat and starting up the car, starting the journey to a nice secluded site they had been camping a few times at that was about two hours up north. No one came around the place and there was a nice lake nearby to take a dip in. The two chit chatted idly with each other as they headed off, grabbing a bite to eat on the way and then heading back on the road. "Ughhh. Can't wait to get there. It's so nice out finally. Been waiting all summer for this heat to die down." the fox groaned to his friend. "Tell me about it. Ninety five degrees is WAY too hot for camping. Or hell. Anything." he laughed as he drove. "Well when we get there, as soon as we set up the tent, I am going for a swim. Been waiting to get in that water all summer!" the fox said with a smile. He loved to swim, but only really got to when he went camping with his friend. The ocean was too far away, and all the nearby pools were just too damn expensive. Who the hell has several hundred to even a thousand dollars to spend for a pool pass for the summer these days? "Right? I hope you remembered your damn swim suit this time though. The things I saw last year..... man is not supposed to witness such horrors!" he teased his friend. Last year the fox could have sworn he packed his swim suit, but had apparently forgotten. So he just skinny dipped while there. The coon kept teasing him about it though. It was a seemingly endless source of enjoyment for him to tease his gay friend about being naked around him. "Oh please! You probably loved it! Getting to see what a real man looked like for a change!" the fox teased back, nudging his elbow carefully into his friends arm teasingly. "Besides. You got one too!" he laughed as he looked to his friend. "Yeah. But unlike YOU I don't find such sights to be eye candy like you~!" the coon teased back as they turned down a dirt road, heading into the woods towards the site. It was a little off the beaten path, but nothing the coons Jeep couldn't handle. "Well maybe one day you'll appreciate it as much as I do~!" the fox teased back, sticking out his tongue at his friend as they pulled up to the site. The two of them got out and stretched a bit before opening the trunk and starting to pull everything out. Slowly over the next hour or so the camp site came together. One tent big enough for them to each have a side, a small charcoal grill, a tiny portable fire-pit and some other stuff. Eventually they finished though. "Finally! Swim time!" the fox exclaimed, the fox quickly starting to peel off his shirt and shorts, the coonie giggling a bit. "Hey now. Do that in the tent!" he snickered, teasing his friend. "Oh please. It's nothing you haven't seen before!" he teased back, quickly tugging his boxers down and standing there naked. He wiggled his hips, making his sheath and balls jiggle for the coon to see. "Come on man..." he huffed out, looking at that fuzzy tube and balls jiggling, blushing a bit at the sight, making his sheath twitch a bit in his own shorts. James had been feeling a bit weird ever since the previous year when his fox friend had to swim naked. He had seen his friend naked before when they showered at the gym. But this was different. He got to see EVERYTHING. For long periods of time. He had seen how that sheath jiggled and floated in the water, and seen how heavy it looked when he'd get out of the water. He even got to see his tailhole on many occasions when the fox swam and a bit of pink of his cock tip poking from his sheath. Sure. He still liked girls, and didn't really show interest in men at all. But ever since then, he'd seen his friend a little different. They were pretty close, but this felt different. He soon shook his head to knock himself out of his daze and grumbled, grabbing his bag and heading into the tent. "Oh you big baby~! Fine. I'll meet you at the lake." the fox teased once more, grabbing up his swim suit and heading down towards the lake, still naked. Only putting it on once he got there. Once in the tent, James slipped off his shirt and pants and boxers, looking down at his own sheath. About a quarter of his cock was poking out. He reached down and gave his sheath a light rub, shivering a bit at that before letting it go. "Traitor..." he grumbled a bit as he waited for his length to slide back into it's furry holder before slipping on his trunks. He unzipped the tent and headed down towards the lake, seeing his foxy friend already in the water. The fox was on his back lazily floating about. The coon getting a devious grin on his face. He carefully tip toed sneakily up to the waters edge before slowly getting in and swimming under the water towards his friend and quickly pushed up on his back, making the fox tumble forward and into the water, quickly grabbing the foxes trunks and tugging them down and off, quickly coming up and tossing them into some nearby bushes and laughing. "Looks like someone forgot their trunks again!" he laughed as he quickly swam off. "Oh you little!" the fox yelled out playfully and started to swim towards his friend. The fox quickly caught up. He was a faster swimmer than the coon, taking the opportunity to splash water in his friends direction. The coon laughed and came back up, splashing back at him, the two splashing each other and giggling. "Ewwwww! Get your nakedness away!" the coon teased. The fox huffing and suddenly vanishing underwater as the coon still splashed. He barely saw his friend vanish before he suddenly felt his own trunks slide off his legs, only to see them go flying into a different bush as the fox stood there giggling. "Looks like I am not the only one to forget them this time!" Ultratails laughed as he resumed splashing at his friend. "Oh you little shit!" the coon laughed, quickly moving forward and tackling his friend as best he could in the water, the two of them rolling about nakedly in the water with each other. James got the upper-hand though, using his larger size to overpower the fox, eventually holding him from behind, holding the foxes arms tight as he hugged around his waist. He didn't even notice at first that his sheath was pressing firmly against his friends rear, nudged right under those twin tails. "I think I win!" James said with a giggle. Tails struggled a bit to escape, causing his soft rump fur to wiggle against the coons sheath. James just held him tighter to try and slow the foxes movements, though that didn't do much. As he felt his sheath twitch and his tip start to peak he let go of his friend, blushing a good bit. "Alright alright. You win." the fox relented just before he was let go, turning and sticking his tongue out. Grinning a bit though as he went back to floating. The coon blushed at what he saw. As the fox came back up, he saw his sheath. About a quarter of his cock slid out. That spaded tip and part of the length in clear view, making his own sheath twitch a bit more, part of his own length sliding out as a result. "Yeah yeah. I win..." he said with a blush and a small huff that the fox didn't notice. The two continued to relax and swim in the lake for about an hour before the fox got out, naked as the day he was born since the coon had tossed his shorts. He looked around a bit for them both, but couldn't find them before giving up. So he just looked back in the water and grinned. "I can't find them. Guess your gonna have to see this whenever we swim again" he said, reaching down to give his sheath a grope, his length having slid back in during the time they were out there. "Thats SO not happening. I'll find them when I get out!" James yelled back, huffing under his breath at the sight, the fox moving to lay down on a towel he brought down, laying on the shore naked and relaxing in the sunlight to dry before dosing off a bit. James continued to swim for another twenty minutes or so before deciding to get out. He slinked out of the water, his large tail practically weighing him down with the water soaked in, wondering how the fox manages with two tails. He looks around a bit before giving up and walking over to where his friend was. He noticed his friend had brought down a second towel for his friend. He also blushed as he looked over his friend, completely naked. He once more felt a tingle in his sheath at the sight before averting his eyes and moving to lay down on the towel. He relaxed for a bit before looking over to his friend again. He looked over his fluffy, mostly dried form as it rest there. His eyes once more fixating on the sheath between his friends legs. He blushed more as he looked. Without even realizing it his cock had started to push out of it's sheath again as he looked. He soon took notice though as he throbbed more, looking down at his length about half way out of it's fuzzy holster. He blushed as he looked back to his friend. After a few more minutes the coon was fully hard. He blushed and throbbed uncomfortably as he lay next to the fox. His paw moved down, feeling just how hard he was from looking at the fox next to him. He blushed more as he thought about touching the fox while he slept. He wondered if it would even be okay. The fox had made passes at him in the past, but it was always a bit teasingly. He was never sure if it was sincere. But he had to admit, in the last year since their last trip, he'd thought about it more. He decided eventually it was now or never though to at least get a curious feel. He shakily moved a paw over, gently touching his leg a bit carefully in a way that could easily be mistaken as an accident, testing a bit to see if the fox was really out or not. Once he was pleased enough he let his paw rest on the leg and slowly inch in, eventually resting on the inner thigh. He blushed more as he was so close now. He could even feel a bit of heat coming from the sheath so near his paw. Eventually he slowly moved it over more until his fingers starting to crawl up the white fur of the tube, and eventually his paw rested over the top of it. James blushed a ton. Here he was. Holding his paw on his friends sheath. His paw slowly squeezing a bit over it to feel the weight. He could feel a bit of the hidden length inside through the fur and skin. As he did his own cock throbbed more, starting to leak a little pre. He looked down at his own length, and then to the foxes. He started to wonder who was bigger. He'd heard that canine types tended to be pretty well off, especially with the knots they had. He found that while he was thinking about this, his paw had started to stroke over his friends sheath without even thinking about it, jerking the sleeping fox off a bit. Before he even realized it, about a quarter of fox cock had slipped out. He was thick. But not as thick as he was. His friend was probably about two inches thick, while he was around two and a half to three. He slowly brought his paw up more and slowly started to stroke the snoozing fox. He felt how his length was in his paw and how heavy it was. How both different and similar it was to his own. His own dick was humanoid in nature while the fox was. Well. A fox. His dick had a tapered tip to it and a more red and veiny look to it. Before he knew it the fox had hardened fully, coming out to about six inches. He saw and felt how well endowed his friend was, but he still had him beat. He was seven and a half inches long. That seemed to settle that question he admittedly kind of always wondered. The coon had always been larger than the fox as far as height and body size, but now he knew he was larger down there too. Without much thought James get up on his knees and between the foxes legs, scooting forward. While he KNEW he was bigger than the fox, he really wanted to see how much. So he scooted in slowly until his length was resting above the foxes as he held it. He squirmed a bit as he thought to himself above how the fox looked so..... well.... he didn't have a word for it really. Sexy maybe? That didn't seem right. Erotic? No. It wasn't that either. As he was thinking though his mind clicked out of it as he gave a small shiver and a moan. He looked back down to see the foxes eyes open, and whats more, one of the foxes paws wrapped around his cock, stroking it slowly, rubbing that leaking pre along the tip as he shivered. "Well... Isn't this an interesting way to wake up?" Tails said with a sly grin on his face. His paw slowly slid up and down the raccoons thick length. Getting to not only see, but feel him for the first time. He always figured the coon was larger than him down there as well, and he was not disappointed. His paw soon opened more and he slid his thumb under his own cock and slowly brought his paw back to a close, grasping both dicks in one paw and stroking them together, eliciting a moan from both as they felt the heat of each others cocks pressed together, slowly stroking them and smearing the coons pre along both. "I..... I....." was all James could get out before the fox shushed him. "Shhhhhh..... Don't worry. Just enjoy yourself." Tails said with a smile. The coon just blushed and nodded, moaning as his friend jerked them off together slowly for a minute or so. Eventually that paw slid off his length though. He looked down and noticed the fox scooting himself down, eventually finding his dick in the foxes face. Tails smiled up to him as he laid there. "Just let me know if you want to stop." the fox said as he slowly gave a lick from the base, to the tip of that large length, eliciting another moan from the coon. Tails mrowled to himself a bit as he slowly lapped up and down the length, licking up some of the pre time to time. The coon had a strong taste to him, not just from there swim. He could taste the coons musk, and he loved it. There he was, finally lapping along a dick he had always thought about getting to play with, but never thought would happen. Sure he'd teased his friend in the past about hooking up, partly as a joke to get a rise out of him at first, but over the years those jokes while still being delivered in a joking fashion were more sincere. If the coon had ever accepted one, he would have been more than happy to go along with it. But now here he was with his friends dicks in his face and his tongue gliding teasingly along the underside of it. He eventually slipped that tip between his lips and slowly slid his muzzle down the length, hearing his friend above moan as he deep throated him in one go. He felt a little bulge in his throat, but he had practice at least. He stayed like that for a few seconds before slowly sliding his muzzle up a bit, only to go back down, starting to bob along the thick length of the coon. "Ahhhhh..... fu..... fuck..... Thats feels good...." James moaned out as he looked down, watching how the foxes muzzle slid up and down his shaft. He watched as the fox tilted his head time to time to lick over parts of his dick that he couldn't reach otherwise. Without much thought he moved a paw down and rested it on the back of the foxes head, helping him to bob along his cock. He had to admit. He never really thought there would be a day he'd see another males mouth sliding along his dick where something hadn't gone terribly wrong to end up in such a moment. While he still couldn't imagine some random guys mouth sliding along his dick, he had to admit. Seeing his friend sliding along it was turning him on. It just felt right. How his tongue slid over his length, how the warmth of the mouth covered him. How eager her friend was to pleasure him, which was made all the more obvious as one of the foxes paw came up to fondle his heavy orbs. It wasn't till that moment he realized quite just how pent up he was. He had been so busy over the past week with work and getting ready for the trip that he hadn't had time to jerk off. He could already feel his balls getting tight as he blushed and looked into the foxes eyes. "Mmmmmffff.... T..... Tails...... I.... I think I am gonna cum..." the coon moaned as he watched the fox work over him for a bit longer before sliding off. He felt a paw come up to stroke him slowly as that dick rubbed along the soft, sun warmed and dried fur of his friends face, making him throb just that much more. "Do you want to cum in my mouth? Or..... maybe explore a bit more.... unfamiliar territory?" Tails asked with a bit of a blush himself this time. He was loving this, and he wanted to make his friend feel good, and do more with him. But he also didn't want to push him further than he was comfortable with. He didn't want this to end badly. "We only have to go as far as your comfo..." was all the fox got out before he found a finger pressed to his lips, shushing him. "J..... Just shut up...." the coon said with a nervous giggle. He was trying to tease his friend, but it was coming off a bit more nervous. He He scooted off the fox and looked over him before reaching down to turn the fox onto his tummy and lift his rump in the air. Those twin tails soon moved to lay over the foxes own back, exposing his rear to his friend, showing off his twitching little pink start underneath. James shivered a bit at the sight as he scooted forward, pawing himself with one paw, splashing that ring with pre, making the fox shiver. Slowly he wedged his tip against that little ring, smearing pre over it, shivering as he felt the warmth of radiating from the ring. He placed one paw on the foxes tail bases and the other held his length aimed at the ring. He gave a tug at the tails, eliciting a moan from the vulpine as both his tails were very sensitive and pleasureful, but also as that fat tip pressed and nudged at his ring until it popped in. "Nghhhhh.... f.... fuck your a big boy...." Tails moaned out as he felt his ring stretch around the thick tip of his friends dick. He didn't hear a response. All he got instead was something he appreciated much more. He felt that paw on his tails tug more as slowly he felt more and more of the thick shaft being slid inside of him. James watched as his dick slid into his friends tailhole. Another sight he never expected to see himself in. But god did he love how it looked. He loved how it felt and looked as his cock slid under the twin tailed foxes tails, slowly vanishing deeper and deeper inside until with a small thud his hips smacked that rump, and the balls smacked the back of the foxes. He stayed still after he hilted. He was already close from the blow job, and he didn't want to blow his load too soon. He wanted to take his time and enjoy this. After about a minute of waiting he slowly tugged out about half way, shoving right back inside, slowly working up a pace of fucking his foxy friend, watching how his dick slid in and out of that tight little hole that was so snuggly wrapped around his dick. "Ahhhh... F..... Fuck your tight...." James managed to moan out, working up a decent pace after a while, the two of them listening to the smacking of hips and balls as they enjoyed their first time together. Tails clawed at the ground a bit as he felt how his friend stretched him, feeling that thickness keep him so well spread. He loved how full he felt each time James hilted inside of him. This wasn't exactly his first time, but James had to be among the largest he'd taken, and it was amazing. His cock throbbed below as it slapped along his tummy with each thrust made in him, splashing pre along his tummy fur and the towel below. James kept up his thrusting and was getting closer and closer with each push. He knew it wouldn't be long now. But he wanted something more. He wanted to see his friends face. He wanted to see how he looked as he railed him. So he hesitantly slipped out after a few failed attempts of his body forcing him to just shove back in to the fox. Tails squeaked as he was suddenly flipped on his back, finding his legs over his head and soon the large coon that towered above once more sliding back into his hole and thrusting. James moaned at the sight he saw. He could see the looks of pleasure on his friends face as he battered his prostate, and could see how the foxes cock bounced around with each deep push. He felt his balls smacking under those twin tails as he leaned over the fox, looking him in the eyes. "G.... Go on James.... L.... Let it all out...." Tails managed to say between whimpers of pleasure and moans. He took the opportunity to reach up with both paws, hugging the coon around his neck, one paw resting on the back of his head, as he closed his eyes and tilted his head and leaned in, kissing the surprised coon deeply, locking muzzles with him. James blushed as he received his first kiss from another guy. It felt different than with a girl, but he liked it. Fuck. He loved it. At least with this fox. He gave in and kissed deeply, both of their tongues rubbing against each other. He soon moved one paw and gripped the foxes arms one by one, pushing them over his head, holding them at the wrist as he thrust deep and pushed down into the kiss, asserting his dominance over the vulpine. There was no turning back now. Here he was, making out with and fucking his gay foxy friend, feeling how those inner walls squeezed around his length like a vice, listening to the moans the fox made and the smacking of hips and balls. It was all too much. His body shook and with a loud moan in the kiss he hilted and went over. Those balls squeezed up tight against his body as his cock twitched and throbbed in the vulpine, his tip spraying forth shot after hot sticky shot of pent up seed into the fox. He held Tails firmly to the ground, thrusting still as he came, coating those walls with his cum. Neither of them could believe it. The coons was balls deep in his friend, filling him with cum, cock throbbing as he unloaded inside of him for a solid thirty seconds before slowly his orgasm slowed. He could feel cum leaking out of the hole and onto his balls as he thrust a few more times before his orgasm faded. Eventually James broke the kiss and sat up. He looked down at the fox. He was still rock hard, but seemed to be laying there in bliss with the coons fat length hilted inside. It looked like he couldn't be happier, and he would be right. Tails shivered happily at how full he felt of both his friends cock and cum. Tails looked up into his friends eyes with a smile, reaching a paw up to cradle the coons cheek. "That was amazing James..... Thank you..." Tails said with a happy smile on his face. James looked down with a happy and sly smile. "Your welcome..... that wasn't half bad..... I guess...." he teased the fox. Tails grinned and gave a teasing squeeze over the cock in him, making James moan. "Wasn't half bad?! Why you little...." the fox said with a playful growl, reaching up and tugging the coon back down into a deep kiss. James couldn't help but return the kiss, which just made him throb again inside the fox below. They kissed deeply for another minute or so before Tails broke the kiss and licked at the coons lips. "Were not leaving this camp until it was at LEAST better than good!" Tails grinned, teasing the coon. He slowly ground himself back on that dick lodged inside of him. James was still as hard as could be, even after cumming. "Deal." was all the coon said, laying down on the fox and hugging him, the fox hugging back. This certainly wasn't the weekend either of them planned, but how could they not enjoy it? It was sure to be an interesting and rather eventful for the two of them. Their friendship changed forever, and for the better.