Max sighed through his nose as he thumbed through the rack. Thanks to a combination of bad decisions, he was in a clothing store on the day of the Halloween party looking for costumes for him and his friend, Felix. The rack of clothing consisted of lycra bodysuits packaged with masks and other accessories. Curiously, all the costumes were of animals; Leopards, tigers, wolves. More curiously still was the brand name, Gene Pool. The name didn't sound like a costume company, it sounded like science class.

Max checked his watch, the party was in an hour and the drive to Felix's place and there would eat up thirty minutes of that. He grabbed the black catsuit with the tag reading "Egyptian Jackal". The costume itself wasn't anything special, a black catsuit with a tail sewn onto the back with a canine mask with big pointy ears and a set of fake gold jewelry with it. For Felix, he picked out a rather flamboyant pink and violet striped suit with a bushy yarn tail and a smiling cat mask.
He smirked all the way to the checkout. If nothing else, he and Felix could have a laugh over the cat getup. The young woman at the checkout disinterestedly looked up from her computer; he paid with a wad of fivers and was out the door with exact change back and a receipt.

He had the two costumes in the shopping bag as he knocked on the door to Felix's apartment. He and Max fortunately lived on the same floor of the same building. Such was the benefits of keeping in touch with a guy Max knew since high school.

There was the click of the deadbolt lock releasing, then the door swung open to reveal a fair-skinned young man with a wiry muscular build and honey blonde hair that hung down to his shoulder in wavy locks. His blue eyes gleamed with excitement as they scanned down to the bags his friend was holding.

"Max! My dude! You got the costumes?" His voice had a slight California accent that inspired loads of surfer jokes, usually from Max.

"I totally did. Totally..." Max smiled, deciding to himself that Felix didn't need to know how late he waited to buy them. Felix opened the door a bit wider, motioning for him to come inside, and Max went in and sat himself down on the brown velvet couch, getting the suits out of the bag and setting them down next to each other.

"I got you the Cheshire cat because this..." Max held the magenta pink and deep violet colored lycra suit up and displayed it to his friend with a wide, cheeky grin. "Is so your color."

"And because of my name," Felix said with a chuckle, "Max you are such a tool sometimes."

"And that's why you love me." Max said, still grinning like a clown.
The two guys shared a laugh and Felix affectionately gave Max a light punch on the arm. He took the Cheshire cat suit and walked off towards the bathroom.

"Suit up, jackal." He said, shooting a smile back at Max as he closed the door behind him. Felix was now alone with a spandex cat costume. Just holding the bodysuit out of its clear plastic packaging brought back memories of that performance of Cats he did in middle school. Sure it was the end of the year before he heard the end of the jokes people made about him, but being on stage in that costume... it wasn't unpleasant from what he could remember of it.
Felix dropped his jeans and peeled out of his t-shirt. As he felt the lycra garment in his hands, he got a curious sort of idea. If he were to wear his briefs under it, it'd not fit right, and if he was going to show up at a costume party then why not get everything right?

With a sigh, he dropped his under wear and discarded it in a pile with the rest of his clothes and stepped his leg into the suit. The feel of the soft, smooth lycra on his skin sent a warm shiver up his spine. And when Felix had the suit on up to his waist, his eight inches bulging under the slinky, stripy outfit, he was already breathing heavily.
He wiggled his toes, the suit's legs ended in a pair of fuzzy violet toe socks with a paw print design embroidered on the soles, which Felix thought was a nice touch but the way it felt like a second skin going on...
There was a knock on the door, then Max's voice.

"Hey uh... Felix? How does it feel, man? I didn't get a good look at the size so Idunno if it fits."

"Mmh... It's fine, yeah." Felix moaned as he pulled it up to his chest, putting one arm in after the other, his hands gliding softly and gracefully into the fuzzy paws sewn onto the suit. He reached back and zipped himself up part of the way, his grip fumbling a bit thanks to the little claws attached to the gloves of the suit.
Then finally, he slipped the hood on. The hood was integrated into a fluffy cat mast with long white whiskers, a little pink nose, and holes for his eyes and mouth.

When he zipped up, sealing himself in, he stopped and studied himself in the mirror. The striped lycra left absolutely nothing to the imagination; showing off his graceful legs sculpted by years of being part of the track team, his toned but still slim chest, and as he turned around the striped yarn tail drew attention right to his perky bubble butt.
Felix couldn't help but laugh. He looked silly, the suit was tight and warm, and for some reason he was rock hard under it. The young man didn't really remember ever feeling this good about wearing a costume. He wasn't just aroused, he felt graceful, playful, maybe even cuddly.

He stepped out to see Max halfway through suiting up himself. Max was always more solidly built than Felix thanks to his gym membership, and it was especially apparent with him slipping on that glossy black lycra. The costume clung to his athletic build like a lover, showing off ever sculpted inch of him, from his The costume clung to his athletic build like a lover, showing off ever sculpted inch of him, from his wide pecs and washboard abs to his well-defined legs and impressive package.

Felix couldn't help but stare for just a moment. Max was a pretty good looking guy, with his big green eyes and jet black hair cut short and swept back with a little cowlick in front.
He watched his friend pull his hood up over his face, the mask looked very much like those pictures of Anubis the local tattoo parlor had in the windows with its sharp, angular snout and long ears held high.
Max zipped himself shut, adjusted himself in front and did a few poses before looking back at Felix.
"This is pretty cool!" Max said with a chuckle, "The mouth even moves!"

And sure enough, the jackal mask was set up so the jaws flapped whenever he opened his mouth. Felix watched with a self-satisfied smirk as his friend played with the tail sewn onto the costume, just above his toned rear tightly caressed by that slink, smooth fabric.
Felix blinked, he heard Max speak but his mind was somewhere else.
"Dude, are you ready?" Max had already put on the Egyptian style necklace and white loincloth that came with the suit and he had his car keys in hand. He jingled them in front of Felix to punctuate the question.

"Uh... yeah! I'm totally ready for this!" And the two men made their way to Max's car, Felix was quiet for the entire drive, occasionally he would look over at Max only to go back to staring out the window whenever Max turned to look back at him. It was a cold late October evening, but Felix felt perfectly warm, even a bit hot in the suit. Every so often he'd have to adjust himself... why was he still erect?

They reached the address right on time, pulling up in front of a rather ordinary looking house with aubergine colored siding out in the suburbs. A couple plastic skeletons were hung in the windows but other than that it had no decorations. A guy in a bed sheet toga stood on the front porch chatting up a sorority girl dressed as a zombie nurse, which entailed a regular nurse outfit with a tattered skirt and corpse face paint.

All eyes were on Felix and Max as they made their entrance. Max walked slowly and self consciously while Felix strutted ahead of him, doing little mock meows and making paw gestures at the crowd, he was really soaking the attention up. Max was glad for it because beneath his jackal costume, he had the strangest hard-on and he didn't know why. It happened when he zipped up and it hadn't gone away even after the drive over, even with all these people around.

He looked back at Felix, his face flushed tomato red under the jackal mask. His friend was sitting back on the couch, letting a bunch of girls pet his costume, putting on a mock-purr for them. It was kind of cute, in a weird and kinky way... kind of sexy too.
His train of thought came to a screeching halt. Sexy? Where the hell did that come from?

He looked at the crowd, the din of music and chatter surrounding them, and then he looked back at Felix. He couldn't put his finger on it, but something about Felix was different. He always liked to make a show of costume parties, but he was really getting into character, his purring sounded so real it couldn't possibly be just something he was doing on the fly; did he rehearse this just in case he got a cat costume?

The zombie nurse from before stroll up to Max, nursing a half-drained cup. "Anubis, right? That is such a cool costume!" She reached out and put her hand on his chest, feeling of the smooth, slinky lycra. "Where'd you get it? It's so well made!"

Max was blushing even more now, "I got it from the place downtown, right by that Chinese place. You take a left at the bus station."

"Sweet! I might have to check that out," The girl smiled at him, then swept her dyed-pink bangs out of her face. "Do they have wolf costumes like that? I love wolves."

Max chuckled. "I think I saw a couple white wolf suits, yeah." Another woman in a vampire outfit walked up from behind him, and from her expression and where her eyes were pointed Max could tell he was checking out his butt.
"Hey cool! The tail even wags!" And Max looked and the costume tail, the costume tail that was limp when he put the suit on, was wagging like it was on a happy dog.

"Yeah uh..." Max was trying to keep a cool face while his mind was reeling. "It has a little wire you pull to make it do that." The two ladies seemed to buy it, and Max used the lull in the conversation to rush over to Felix, who was having a lively discussion about indie techno music with a gentleman dressed up in a rather cheap wizard outfit.

"Hey Felix, can we..." Max could feel his manhood throbbing beneath the white cotton loincloth. It made it hard to really focus. "... Can we talk for a bit?"

Felix excused himself from the crowd and followed his friend to a secluded bedroom upstairs. Max locked the door behind them and Felix relaxed on the plaid bed sheets, stretching out like a contented housecat would. Max stood before him, reaching behind him for the zipper, the clawed gloves of his bodysuit having little luck.

"Felix, it's about the costumes..." Max said, the tail of his suit curled between his legs.

Felix sat up, giving his friend an impatient look. "Dude, if you don't like it, why did you get it?"

"It's not that I don't like it..." Max said, still reaching for the zipper, "It's that it's doing something weird. I wanna take it off. Can you help me with the zipper?"

Felix laughed as he hopped up and went around behind him. "Alright, you big baby... I just hope you brought a change of clothes."
Then he started feeling up and down Max's back with his furry costume paws and Max felt his need intensify. He needed release now and the way Felix was just poking and rubbing at his back only pushed him further over the edge.

"Mmmmmh... There's gotta be a zip somewhere... Don't stop looking" Felix muttered to himself between purrs.

"Dude, could you quite purring for a moment and help me out of this thing?" Max said, the edge of his voice took on a tone very much like a dog whining.

"I can't really help it..." and the way Felix said that made Max go cold. That was what he afraid of. What on earth did he get himself and his friend into? Felix reached up and tugged the lycra ear on the jackal mask, sending a very real surge of pain through Max's body, making him yelp in a very unmistakably canine way.

"Max..." Felix said, his voice shaking with a certain fearful gravity, "The zipper's gone."

"You can't find it?" Max turned to look at his friend, an animalistic growl rolling up from his chest.

"No I mean it's gone! There's just more fabric where it should be!" Max could tell from Felix's voice that he wasn't screwing around. He was stuck in this jackal outfit and it was getting so much tighter all of a sudden, clinging to his body like it was his own skin. But it wasn't an uncomfortable tight, if anything it was pleasantly warming. A rush of little tingling sensations rolled up and down Max's toned body as little lycra threads pushed out from the catsuit, forming a short, glossy coat of black fur that spread rapidly over his body.
The sensation was too much by far, Max grabbed his loincloth with a shaking hand, the black claws feeling so much more real than they had, and tugged at it, trying to remove the garment in his cloudy-minded state.

Felix was behind him, having forgotten about the zipper, just feeling and rubbing up and down Max's lycra coated body. He was panting and mewling in a pitiful haze of lust as colorful lycra fluff sprouted from his catsuit, the exact shade of candy pink and violet purple as his suit. And Felix could feel it getting tighter with every moment that passed, going from a second skin to feeling it as if it was his own hide. The lycra pulled tighter and tighter around his crotch, hugging his cock and balls perfectly, forming a fuzzy Cheshire cat sheath.

Felix couldn't help it anymore; he let out a low, lusty purr as he rubbed his crotch against Max's rump. He needed release, and ideas were being lovingly whispered into his mind, taking hold like they were his own thoughts.

Finally, Max tugged the loincloth off and dropped it, revealing a black sheath with a foot-long red lycra cock throbbing out of the opening. He reached down and ran a claw-tip down the organ only to let out a doglike whimper as a flash of white-hot pleasure shot up his spine.

"What's happening to us?" Max whined, his tail wagging vigorously as Felix continued to rub and writhe against him.
"You're... you look so good... I always..." Felix was breathing heavily, his whiskers twitching as he mewed and purred and licked his sharpening kitty teeth as the mask filled out into a stubby feline snout.

"I always thought you were so attractive Max, so handsome..."

Max's mouth hung open, his long pink tongue lolling out of the side as he panted like the dog he was becoming. "Really? You feel that way?"

He turned to face Felix; his eyes were now bright yellow, with slit pupils. They shone with feeling as he silently nodded.

"I need this..." The Cheshire cat said. "Don't you need it too?"

The jackal just nodded. There wasn't any need to speak; it was so obvious to both of them. Max climbed onto the bed, his shaggy tail lifted for his friend. Felix climbed gently on top of him, his hard deep-red cock sliding out of his fuzzy sheath as he took position on top of his friend, his jackal. The cat licked and kissed the back of Max's neck, savoring the taste of lycra and fur. With every lick, he could feel Max's body tense up.

"Here kitty..." Max moaned, and Felix obligingly thrust in. The initial sensation was unlike any of them had ever felt before. An arc of pure electric ecstasy flowed from Max to Felix, then from Felix to Max. The feeling of entry pushed the Cheshire over the edge and sent him into a passionate rhythm, pumping and out of his jackal lover's tight pucker. Max moaned and panted, his amber-colored eyes rolled back as his friend claimed him as his own.

"Don't stop, God Felix don't stop" Max cried out as Felix thrust into him harder, the rhythm of their coupling intensifying, reaching a fevered pitch as the Jackal dug his claws into the bed sheets, biting down on the plaid comforter as Felix nipped playfully at his big, pointed ears as he humped away, a stream of liquid lycra pre trickling out of his cock.

Max clinched himself tighter around Felix, and that put the Cheshire cat over the edge. Felix let out a triumphant yowl as his loins surged, filling his dear jackal with hot lycra seed. And at the same time Max came all over the bed with a strained howl, the noise of their coupling fortunately drowned out by the music below. Both of them spent and totally satisfied, they crawled under the sheets, cuddling and licking one another's muzzles.
"That was... that was something" Max said, still panting.

"You wore this kitty out, Max." Felix said with a soft, affectionate chuckle. Max just smiled and gave him a puppy dog kiss on his furry cheek. "You think we should go back down? We're missing the party." Felix said, patting Max's bum under the covers.

"Maybe after I've had a turn being on top..." Max said with a toothy grin. "No way I'm letting a little kitty cat like you have all the fun."

Felix purred, running his paw up and down his broad black chest. "Alright, but if you make a mess of my fur you're cleaning me up.

"Deal." Max said with a grin, and as the party went on around them, the two lovers dived under the covers and in seconds they were rutting like beasts again.