To say Brock liked women would be more than an understatement; he adored women. He liked the way they looked, dressed, talked and frankly everything about them. To Brock women were the very reason there was to enjoy life and he wanted to enjoy as much as he could. There were so many lovely ones too, the tomboyish and pretty Officer Jenny's that patrolled the various towns he and his friends had visited over their travels. The kind and beautiful Nurse Joys that ran the various Pokemon Centers and helped care for the injured creatures. Not to mention all the trainers, gym leaders and various other beauties that inhabited the cities. There was plenty of enjoyment to be had, and Brock was eager to get in on every bit of it. At least he would if any of them were receptive enough to accept it.

Despite the amount of love, attention and dedication Brock had towards the opposite sex he never seemed to receive the same attention back. Most the women he encountered were kind and polite enough but when it came to more sensitive (and romantic) matters they never responded positively. He was sure it wasn't him. After all he was just following his heart and letting it guide him, how could that ever lead him astray? It must have been the girls themselves. It was possible they were all just too shy to admit their feelings. Or perhaps they were trying to air on the side of modesty to avoid as coming off too easy or loose. Not that he'd ever think of any of those lovely angels as either but women were a strange bunch. Like a mysterious island, surrounded by mists of beauty. Full of dark, moist caves and lovely, stiff mountain peaks and... um... what were we talking about again?

In any case Brock had struck out more than the worst baseball player in any league. Despite this he'd managed to stay fairly optimistic in his life about most things including love. In his travels he'd introduced himself to many women, made friends with others, and was sure to meet more. Still it would be nice to spend some time around an older woman for once. Take Misty for example; she had been a friend and associate of his for some time. Both being gym leaders Brock knew her when she was still just a young girl. When he and Misty both decided to begin traveling together with their common friend Ash he actually got to know her more personally and found himself taking on the role of "older brother" with both Misty and Ash. He didn't mind this though, having siblings of his own he was used to watching out for others and he liked both his friends a lot. Even as time passed and he and his friends got older their bond seemed to stay the same and stable. Brock never crossed the line with Misty over their relationship of just friends. Not that she wasn't good looking; cute face, bright red hair and very attractive in a swim suit. But he managed to keep things in perspective with her. She was still like his little sister and he'd love her all the same for it.

This wasn't the case with their new companion however.

When Brock met May for the first time the first thing he tried to realize was that this girl was in fact around the age as his friend Ash and in fact younger than himself. You would have to guess twice looking at the girl though as she had a figure that beat most of the women he'd encountered in his life. She had the hips of a woman and her bra size had to be a large B cup if not a C cup. However her attitude and behavior matched that of her age and she was more concerned with Pokemon than love or anything else related to it (similar to his buddy Ash). Not that Brock would have considered it anyway, he liked women his own age or older. That didn't mean that she didn't make it hard on him though.

Unlike Misty, Brock didn't have the familiar relationship with May as that of a little sister. So there were times when he was feeling especially frustrated with his lack of success in love that having her around didn't help. This was one of those nights as Brock was working on the stew for the three of them by the campfire that he'd move between looking at his cooking and up at his friends. Ash was feeding Pikachu and the other Pokemon the food pellets they kept for them while May was sitting on a log next to the fire to keep warm. She was leaning extra far forward smelling what Brock was cooking up and giving him a view down her shirt that he didn't ask for but was taking the time to admire. Luckily with his eyes it was often hard to tell where he was looking. "How much longer will it be you think?" Brock blinked for a moment and made sure not to jerk his head up at her eyes when she spoke so she didn't catch his sight seeing.

"Oh it shouldn't be long now." Brock put on a smile and stirred the pot, happy to be distracted. "If you want you could get the bowls and utensils for us together?" May gave a nod and got up to get into the pack they carried most of their belongings in. If he'd stayed focused on the stew maybe he could have avoided the sight, but Brock decided to glance over to see May bending over to dig through the bag. It wouldn't have been so bad if she didn't wear those spandex biker shorts that were so tight on her. Brock was trapped in another day dream until Ash stood in front of him and waved a hand. Brock nearly fell over on his ass from the surprise then laughed and scratched the back of his head. "Sorry, guess I was day dreaming."

"You must really be hungry huh? You were looking at the bowls like you wanted to eat them up." Yeah... the bowls. God your naive Ash. "Well I got all the Pokemon fed, can we start with us?" May had come back with the food bowls for everyone and Brock gave the stew a quick taste test. He gave a thumbs up with a nod and the two younger trainers knelt down eagerly with their bowls. Well, this was always enjoyable at least. If Brock couldn't be the guy that won a million girls hearts at least he was appreciated by his friends. Filling each of their bowls he sat down to dinner with his traveling companions.

A short while later and a much smaller fire the three were cleaning things up and getting ready for bed. They had the luxury of having tents for each of themselves personally and Brock was glad for it. It was nice to have a small private area away from the rest of the group from time to time and sharing a tent with May was just out of the question right now. Brock nodded to the others as they were putting the fire out. "Everyone set up with what they need?"

"Yeah, I'm good. Me and Pikachu are pretty tired so we're going to go pass out so we can get up early tomorrow!" Full of energy as always. He was surprised the kid even slept with how excited he was when it came to Pokemon."

"Ditto here." May responded giving out a yawn that telegraphed her current energy level. "I'm totally beat. That was some good dinner Brock! I know I'm going to sleep good tonight." She smiled his way in appreciation, Brock was used to it though. Frankly he was the only one of the three that could cook in the group.

"Don't even have to mention it guys, glad you enjoyed. Good night."

"Ditto." May responded back and ducked into her tent. Ash and Brock followed suit shortly after as the three were off to dream. It was a fairly warm night and Brock was once again grateful for the privacy as he undressed down to his boxers to try and be a bit more comfortable. Laying out on his sleeping bag he looked at the top of the tent and tried to focus on sleeping. Unfortunately the images that came to mind when his eyes did close were those of Nurse Joy and Officer Jenny, also undressing to go to bed. "Okay that's not helping." Brock tried focusing on gym battles... and gym leaders... okay that was leading to some naughty thoughts too. "Okay just don't think about anything, just focus on um... the woods!" Okay now that was helping, nothing sexy about the woods. Just trees and wind and leaves and what sounded like May moving around in her tent probably undressing to go to sleep too. "Dammit." Brock grumbled and rolled over to try and concentrate on more boring woods.

This strategy was actually starting to work after a while as he was getting sleepier, laying still and silence was settling into the night. Just as it seemed he was drifting away comfortably into his dreams there was another sound that suddenly got his attention. This one wasn't just the noises of the woods but it was very specific in that he could hear his tent being unzipped and opened. There was a moment of alarm in his chest if not reduced due to the grogginess of nearly falling asleep to see a shadow of a person crawling into the tent. Brock really couldn't make out who it was other than they were a person. "What... what's going on?" He blinked a few times trying to get his eyes to adjust in the dark. "Who's there? Ash, you need something?" As the dark began to give way to what little moonlight was coming through his tent he was able to see that the figure was definitely not Ash but in fact that of a woman. "May?"

Indeed it was, there was no mistaking her trademark hair which was usually kept under her bandanna. She wasn't wearing it now though, in fact she wasn't wearing anything at all. As Brock's eyes adjusted further he was looking up at her to see she was crawling in on her hands and knees completely naked. She leaned back to zip the tent closed behind her and then turned to Brock again, her face smiling in that same innocent manner she'd done earlier when he'd made dinner for them. Now there was something different about it though, but Brock couldn't focus on her face much as her body was crawling closer to him. "M-may... what are you doing in here!" He was trying to keep his voice down so he didn't wake Ash but it was hard to hide the shock. "Why are you naked! What are you doing?" May didn't respond right away, instead she kept crawling towards him and as she did Brock was having a much harder time not focusing on her swaying breasts as she was leaned forward. Brock gulped a bit and tried to make sense of this. "Listen... May.. I don't know what your doing but... I mean... I don't think this is a good idea for you." Brock was about to lean forward to push her out but May moved back a bit, her hand landing on Brock's lap and hitting his erection that hadn't gone away since earlier tonight. When her hand made contact both of them looked down at where she'd touched.

This was becoming an increasingly serious situation by the second. Time seemed to stand still for a while as they both looked like they were deciding what they should do. Finally Brock got the nerve to speak up and take some action. "May... listen... I'm not sure whats up but you should oooh!" She was showing him what was up as her fingers suddenly grasped around his erection with a dedication that showed she wasn't reaching around blindly in the dark. May was concerned more down where her hand had found it's new focus and Brock was losing all of his now. After some light rubbing she pulled away his blanket to reveal himself now fully erect out of his boxers. Her fingers wrapped around him as their bare skin touched. Looking back up at him as if she were trying to get some approval for what she'd do next. Brock gulped a bit. He was trying to be the responsible one here, the adult and look out for his two younger companions. But this was just too far. "May... listen... if you keep that up... I wont be able to hold back anymore."

"Ditto." She confirmed in a much sexier tone of her voice than Brock had ever heard her use in the past. May leaned forward closer to his lap as her fingers were now stroking him slowly, watching him and his body as she did so. It was amazing how soft she felt, Brock had never had a woman touch him so gently before. She was observing everything he did as her fingers touched him, exploring his member closely. Brock wondered lightly if she'd ever seen one up close before? She seemed amazed by it but at the same time was handling him with such expert care. May tried to get her face closer and stopped when her chest dragged against the bottom of the tent and up against Brock's lap. She leaned up a bit poking her breasts like she was upset they were being a nuisance to her. Brock thought that maybe she'd stop now and was trying to see if he could come up with a way out of this while some sort of logic was still in his head, but May got the bright idea first. Leaning forward she put her breasts around his cock and squeezed them together, smiling as if she were the cleverest girl in the world to come up with this. That was the end for Brock as he leaned back and moaned, her warm mounds stroking him as she moved her body against his cock. She squished her breasts against him, up and down finding the most fun method to please him with them. Once she'd found a good way to bob her head she opened her mouth and put her lips around the tip of his cock. The combined feeling of her breasts and her lips was more than Brock could stand as he let out a hard grunt and came in her cleavage. Despite the sudden orgasm May kept her lips around the tip of his cock, sucking at it more to get all of his cum in her mouth. Once he'd finished and was breathing hard she let her breasts go apart and leaned up, licking her lips. He couldn't believe it... she'd just sucked him off and swallowed his cum. He'd never even heard the girl take any sort of interest in sex previous to tonight. Maybe it was because it had been so long for him that he did what he did next, but an angel was visiting him in the night and Brock wanted to go to heaven. "You know May..." She looked up from licking her fingers clean when he spoke, fully attentive to his words. "If you want to... we don't have to stop there. I'm still hard. If you want to go further..." he shouldn't be saying this but he was. "We could do more, what do you think?" May seemed like she was pondering his words a bit then smiled and nodded to him.

"Ditto." That same voice, just like hers full of energy and youth but now with a sultry tone. Brock was going to get up but May was moving faster than him again, turning around and spreading her legs over top of him. Brock was so surprised to see her make the first move he didn't try to fight it at all. Instead he laid back as May mounted him reverse cowgirl style. Looking down she lined Brock's erection up to herself and lowered down slowly. It was amazing. She felt so warm and wet, and he was slipping it so much easier than he expected. When she got him inside her she lowered herself onto him and let out a satisfied moan. Resting her hands on his thighs she began to move her hips in a slow bucking motion onto him. Seeing her curvy, shadowy figure was almost too much as Brock moved his hands up to place them onto May's ass. She let out a little noise of approval and moved her hips with slightly more speed, seemingly happy that he was happy.

"I don't... I can't believe this is so good." He exhaled aloud, May making high pitched noises of pleasure as her hips were rocking into him now. He could feel it building up inside himself again and was starting to realize that maybe he shouldn't cum inside of her. Still it was so good that he didn't want to stop. Brock leaned up on his elbows and May looked over her shoulder at him but didn't stop moving her hips. "Is... is it... a safe time.. of the month?" He tried to ask making sure, not wanting to put them at risk. May just nodded her head and reached back, awkwardly grabbing for his wrist. When she finally got a hold of his hand she pulled it in front of her body so that he'd grab onto her breast.

This was more than enough signal to keep going and Brock was sitting up now, pushing his hips up into her with as much leverage as he could muster. They were both breathing fairly hard now and May was shivering when Brock was squeezing at her breasts. He could feel her body squeeze around his erection and could tell she was getting close. "May... I'm gonna cum."

"Ditto!" She agreed and moved her hips as quickly as she could, letting out a little cry of pleasure as she felt him cum inside of her body. She put her hands over top of his own as he gripped her breasts and squeezed them, encouraging him to grip hard and give her pleasure. Just as before she kept her body over top of him until his climax had passed, absorbing all of himself inside of her. When it was over Brock laid back down against the bedding and panted, his body was taxed past the point of recovery now. He was sweating and tired and a little sore but he didn't care because he felt amazing. May stayed over top of him for a little while before finally slipping off of his erection and letting it slide out of her. Leaning to the side she laid next to Brock on the bed and was panting just as hard. Brock looked over with a smile.

"That... certainly will be helping me sleep." May was smiling but she was possibly asleep already as her eyes were closed tight next to him. Brock considered moving her to her own tent but frankly he was far too tired for the effort and he didn't want to force her to get up when she seemed so comfortable. Pulling the covers over top of both of them he let out a breath and laid on his side, sleep coming much easier now in a warm and slightly humid tent.

**********

When Brock awoke the next morning he was confused to see that he was in fact in bed alone. Looking around he tried to see if May was still around but she must have sneaked off into the night. Unless... unless what happened last night was a dream? He looked around the tent and everything seemed fine, although the bed was wet with what looked like stains from sex, and there was a slight musky smell of it in the air. Did he just have a wet dream like some kid? It was all too confusing but he figured the best thing to do would be to get some answers. He was sure it was real.

Getting dressed and stepping out of the tent he saw that Ash and May were already awake and taking down their own tents. When he got out and was trying to adjust to the sunlinght the others were ready for cheerful greetings. "Good morning Brock."

"Morning Ash." Brock was still a bit groggy and didn't have Ash's enthusiasm to be awake but he felt good over all. Another sign he was sure last night wasn't just a dream. Speaking of which he was looking over at May who was currently bent over (of course) in those spandex shorts of hers disassembling her tent. Had Ash taken the time he could have gotten a view but naturally he was more interested in talking with Pikachu. Oh well... all for the best. Brock approached May trying to figure how how best to bring up last night's events. "Morning May, how'd you sleep?" Harmless enough.

"Oh I slept great, didn't you?" Hmmm... ambiguous answer. Okay then slightly more direct approach.

"Yeah, I did. Slept like I'd used up all the energy I had left from yesterday." Not very obvious choice of words but it hinted that they had done something to tire themselves out yesterday. May still had the same innocent look in her eyes though.

"Ditto. I mean all that walking we did, and we're not even close to town yet." Okay this is getting a little frustrating. Brock wondered if maybe he had dreamed the whole thing and went back over to his tent. That's when he saw it... the footprints. There was a very clear track of bare foot prints leading towards his tent from the direction of May and Ash's tent. And while he was sure Ash wasn't a master of disguise he was then a lot more positive on the answer to last night's mystery. Okay so... May doesn't want Ash to know? That would make sense as it might make things a little weird for the three of them if he was in on this little secret. But Brock couldn't just ignore it without some sort of comment. He had to be sure of what was going on with her and why she did that in the first place. He didn't want to be taking advantage of her if there was something wrong. Mustering up his courage he walked back over to May who was finishing up her packing.

"Hey uh... I think we should talk." May blinked and looked up at Brock with genuine confusion.

"Okay... what about. Is everything all right Brock?" She sounded nervous. Okay don't come off too strong now. Let her know that your concerned about her and not yourself.

"It's just... after last night I wanted to be sure you were all right." May stopped to think, like she was considering what she had done really really hard. 
"Last night... you mean dinner? But dinner was really good last night. Was there something wrong with it?" Okay is she doing this on purpose?

"No the other thing last night... you know? That we did? After we went to bed?" May was still looking very lost and pondering what he could possibly mean. 
"Sleep? Brock I... I don't know what your talking about. Did I do something wrong?" May was actually looking a bit nervous and this was going down hill fast. Brock figured just being blunt was probably the best thing right now so he went with it.

"I just want to be sure; is this really a safe time of the month?"

"... for what?" May looked like she was at a loss for this entire line of conversation. "I don't know what we're talking about here." What the hell? He saw the foot prints, his tent had evidence that something had gone on in there last night. Did she sleep walk into his bed? Just when he was about to blurt out that they'd been fucking like Bunearies last night Ash was the one that interrupted this time.

"Hey, a Pokemon! Lets catch it Pikachu!" The little yellow mouse like Pokemon gave out a "Chu!" of agreement as they suddenly rushed past May and him. May was of course more drawn to what Ash was doing with Pokemon over what she considered a mystery conversation when Ash ran by. Looking at Brock still a bit confused she walked away from him to see what Ash was about to battle against.

Brock stayed behind to think things through further. She really didn't seem to remember anything of last night. But he knew someone was in his tent with him! And by god they sure as hell looked and sounded like May. They even had her voice when it said "A Ditto!" Well no, they just said ditto when she agreed with what he was saying. "It looks like it came out of Brock's tent."

"Oh yeah, it does look like that huh? Wonder what it was doing in there?" Don't get ahead of me. "Oh well, I'm going to catch it anyway."

"Ash you can't!" May pushed Ash aside as he was getting ready to battle. Ash of course stopped when the girl stepped in his way and Pikachu did as well respecting his friend's objection.

"Well jeez, why not? It practically wandered into our camp."

"Just take a look Ash, what's it holding?" When they did it was suddenly plainly obvious why the Ditto hadn't just ran for it when Ash had pursued the Pokemon to capture it; the Ditto was holding an egg. "You see that? You can't catch a Pokemon that has an egg! There's clearly rules for trainers about not capturing Pokemon that have babies."

"Alright alright... jeez, sorry. I didn't notice it right away." Ash leaned forward and smiled at the little momma Ditto. "Hey there, sorry about almost capturing you like that. I hope you and your egg are okay." The little Pokemon just responded with a happy "Ditto" in response to Ash, who was smiling innocently at the creature. "Oh hey, look at that. May it kind of has little things hanging off it's head like your hair." The two trainers leaned in closer to look at the Pokemon. Sure enough it's body had two small areas coming off it's head that sort of looked like the two sides of May's hair from under her bandanna.

"Oh your right, that's so adorable!" May was almost squealing over the cuteness of the creature. "Brock you should come look at this... Brock?" She turned around to see Brock was laying on the ground, looking just about as pale as she'd ever seen him. "Brock... are you okay? Did you wanna see the momma Pokemon and her egg?"

"Oh... no... no I'll pass... actually. I'm not feeling so good at the moment." Reality was beginning to sink in that yes last night was not a dream, and no it was not May that had come to visit him in the night. But indeed someone or something that looked exactly like her.

The little Ditto slid over to where Brock was and stopped by his head where he was laying on the ground. It held up it's egg with pride and smiled at him. "Ditto!"

"I disagree." Brock replied feeling himself go back to sleep again as he fainted.