[b][u][center]Lylat Wars: XXX
Part 3
Sponsored by GlynWolf
By Draconicon[/center][/u][/b]
 
 
 
 
 



“[i]Fox, where your head? You almost crashed there![/i]”

“Still flying, aren’t I?”

“[i]Barely. And not for much longer.[/i]”

“Well, that’s on you, isn’t it? Take me down if you can!”

The sims were his only distraction from the real world. Fox threw himself into them day in and day out, and when the staff tried to stop him, he dared them to follow through. It was the first and only time that he used the McCloud name to get them to back off and give him extra privilege, and it worked.

Fox jerked the stick to the side, swinging his virtual ship out of the way of the simulated laser blasts coming down from the sky. Bill was right on his ass, chasing him through the digital city, following with barely a second to spare behind him. The constant twists and turns of the city-scape were all that kept him from being shot down in an instant, but as soon as Bill found that sweet spot –

[i]Can’t stop.[/i]

Yanking the stick back, he went skyward. Lancing lights shot over his cockpit, nearly hitting him as he gave up his cover for the sake of maneuverability. He was stretching the fight out, taking longer than it should, and he knew it. Just a little longer, though, just a little longer in the cockpit.

[i]Don’t think.

Don’t feel.

Just act.[/i]

Up, and then into a spin. Bill followed, and they were spiraling through the virtual skies. The bulldog was shouting at him, telling him something, but Fox tuned him out. A little bit more. Just a little bit more. The ease of even this fake flying was better than being out there. Better than thinking of –

Ping. One of the blasts caught his wing. He spun out of control, barely righting himself before his ship hit the ground. One wing gone, the other barely functioning, down to one weapon. Fox kicked the accelerator, outrunning the new shots coming from above now that Bill had air superiority over him, but it was a narrow thing. Flying for the buildings, pushing himself to the limit –

It wasn’t enough. A final shot caught his cockpit and the whole glass structure in front of him went black. He sat there in the darkness for a second, only for the big block text of ‘Simulation Complete’ to appear before him. Growling, he grabbed the stick again, reached for the control console on his right, but before he could tell it to start another, the simulator opened up.

“What – I didn’t –”

“Get out of there, McCloud!”

One of the Academy teachers reached in and yanked him out. Some old drill sergeant, as far as he knew, and one that was probably coming up on retirement considering that he didn’t spare the fox an instant’s pity. Thick, gray-furred hands grabbed him by the shoulders and all but threw him to the ground as the simulator was left vacant.

Fox rolled to his feet, only for the badger officer to loom over him.

“You’re done.”

“I still have time booked!”

“Under four different names, McCloud. This isn’t an arcade. This is the Flight Academy. Either get to class or go back to your dorm, but you’re [i]done[/i] on the simulator for the next three days.”

Clenching his hand into a fist, he realized he was a scant second away from assaulting the instructor. Still growling, Fox turned away, barely keeping himself from stomping out of the simulator room.

“Fox. Fox!”

Bill grabbed him by the shoulder, and it took everything Fox had to not just shrug it away. He didn’t turn around, however. He was too focused on breathing and not exploding.

“I don’t know what the hell is going on, man, but you’re not okay.”

“…”

“Lights out, come to my dorm,” Bill muttered, keeping his voice down. “Let’s talk about it, okay? I don’t know what’s going on, but that doesn’t mean I don’t give a shit about it.”

“Mmmph…I’ll be there.”

He was grateful when Bill took his hand away. With everyone else staring at him on the verge of a breakdown, Fox wanted to be anywhere but right there. He wanted to be…he didn’t even know where he wanted to be, but not there, maybe not even in the Academy.

Forcing himself to walk slowly, quietly, in some method that looked vaguely civil was nearly impossible. He left the simulation room and took directions at random through the Academy halls. Not to class; he couldn’t take that dullness, that boredom, that…that emptiness that invited too much thought. He needed to be doing something, pushing himself, finding something that’d keep his head busy and –

Fuck, fuck, fuck, he was thinking about it again. His dad, the mission, everything that felt so wrong right then. He needed to –

“Fox?”

He whipped his head around and Slippy took a sudden step back. The frog’s face went from concern to terror at the drop of a hat, and it took that to tell him how his lips had already been drawn back from his teeth, and that his face had been a snarling rictus of anger and fury and…stars knew what else. He sighed, rubbing his forehead as he forced himself to take another couple of deep breaths. It wasn’t enough to fully calm down, but it was enough to get the worst of the anger out of his system so he didn’t feel like biting someone’s head off.

“Hey, Slippy.”

“What’s the matter? I…I don’t think I’ve ever seen that face on you before.”

“I…” He sighed. “Look. It’s just…it’s probably nothing. It’s probably nothing.”

“Hey, I’ve never seen you get that upset about nothing. If you were…wh-what’s going on?”

It was an awkward little offering of an ear, but it was an offer, nonetheless. Fox looked up and down the halls, saw that they were alone, and leaned back against the wall behind him. A deep sigh crept up from below, escaping him in a soft hiss of air.

“I don’t know,” he muttered under his breath. “And that’s the worst part. I don’t [i]know[/i] anything, but I’ve had a bad feeling about…about what’s going on out there for more than a week now.”

Two weeks since the call, but just over a week since he had started getting this horrible feeling. He’d put it aside for a while, but –

“Your dad?” Slippy asked.

“Mm-hmm.” He nodded. “You know I called him, and – well, we talked. He said we’d hear from each other in a month or so.”

“But it’s only been two weeks.”

“I [i]know[/i] that,” he said, barely biting off an annoyed hiss. “But I can’t help it. It’s been there and building up. Like…like something’s gone wrong. And Pepper’s been no fucking help; he’s been dodging me every time I try and get in touch. He isn’t saying anything, so I have no proof, but…but something’s gone wrong. I’m sure of it.”

“Sure enough to bite everyone else’s heads off – sorry,” Slippy said, covering his face. “I’m sorry. That wasn’t –”

“No…No, you’re right.” Fox sighed, slumping back. It felt like every bit of energy he had slipped out of him in that moment. “You’re right. I’ve been an ass to just about everyone. Sorry. I just…I can’t stand thinking right now. Every time I close my eyes…every time I’m not busy with something, something that sucks up [i]everything[/i]…I just think about my dad. I just…I want him to be okay, and I want to hear from him. Hell, I just want someone to tell me what’s going on. I want to be wrong about this, but what if I’m not?”

“…”

He knew what the puzzling, considered look on Slippy’s face meant. The frog was trying to figure out something to say, something that’d make it better. Honestly, he appreciated it, but the damn thing was impossible. Nobody else that attended this fucking Academy understood the same feeling. Everyone else either had someone in a stable job that didn’t have to go on secret missions, or they were the first people in their family to join the military. Either way, they weren’t going to get what he was going through. Slippy could try, but he wasn’t going to get it.

“I need some air,” he muttered. “Sorry, Slippy. I just…I need to get out of here for a bit.”

#

Alcohol, surprisingly, made things a hell of a lot better. When his head was filled with chemical cotton, it was a hell of a lot harder to think about shit.

That said, it was also a hell of a lot harder to think at all, and that meant that when he got pissed off – which still happened [i]very[/i] easily – it was harder to think his way out of the fury. And when Falco told him that he needed to stop chugging this shit, he decided that he’d had enough of the bird telling him what to do.

“Get fucked,” Fox muttered.

“Look, I don’t know what the hell is going on with you, Fox, but you’re well past any sort of sane drinking tonight. Don’t you have something to do at the Academy tomorrow, schoolboy?”

“Schoolboy that kicked your ass and coulda fucked it if he wanted to,” he muttered under his breath. “Now leave me the hell alone unless you want to take a drink with me. Hey. Hey! Another one,” Fox said, tapping the bar in front of him.

“Forget it, cut him off,” Falco said, waving a feathered arm. “He’s going home. Now.”

“Try and make me.”

“Oh, I’ll make you.”

Hands on his shoulders became a threat. Fox spun on his stool and threw a fist. Alcohol and Falco’s own reaction speed meant that it was little more than a glancing blow on the bird’s beak, but it was still enough to shove him back a pace. Falco rubbed his cheek for a moment, looking down at him, and Fox groaned as he got to his feet, fists up.

“You want to go, Falco? Come on, then. Come on!”

“…Oh, you’re going to regret saying that,” the falcon muttered, rubbing his beak. “Hey, Kat! Call Bill; he’s going to need to pick this fox up after I finish wiping the floor with him.”

“Try it.”

“Oh, I’m going to [i]do[/i] it, asshole.”

For all that he was drunk and Falco wasn’t, they were both trained in different ways. Fox had gotten all the lessons hammered into recruits at the Academy for how to handle themselves if they were ever shot down. He had all the muscle memory of any other soldier, and more than his share of training for the flight sims. One had to have good muscle if they were going to handle the G-forces that hit them in the air.

But Falco had been street-trained, and unconventional as it was, he had the advantage of not being drunk.

Fox missed with his first two punches and ate Falco’s response to his guts. He slumped forward, grunting as the air wheezed past his lips. The bird grabbed at him, trying to get a hook around his neck, only for Fox to throw them both to the ground in a roll.

All the other customers had cleared out, giving them space to fight. They slammed into a table leg hard enough to knock the air out of Falco’s lungs, and that gave Fox the leverage he needed to get back to his feet. Took too long, though; he wobbled and missed his chance to kick Falco while he was down.

“You’re a mean drunk, you know that?” Falco wheezed as he got back to his feet. “The hell got into you, Fox?”

“Classified,” he slurred.

“Since when the fuck does that matter? You going to try and fight me while you’re this – ha!”

Another missed punch, and this time he got thrown over Falco’s shoulder for his trouble. Fox hit one of the other tables full-on, his spine slamming right into it, and he groaned from the sheer weight of impact. The lack of air in his lungs, he found, made for a real hard time in moving again.

But his body still knew what to do. When Falco tried to pin him, Fox kicked his legs up and back. The bird took a boot to the face, and he rolled clumsily off the table. He landed with a thump, huffing and wheezing while Falco nursed a throbbing black eye.

“Ho…okay, so you got a few moves. Looks like we’re going to be at this for a while,” Falco muttered.

“Just lemme drink. I don’t want to…I don’t want to think.”

“Yeah? Well, you clearly ain’t thinking right now. Oof. Piece of shit fucking –”

Fox didn’t want to listen. He didn’t want to think, he didn’t want to listen, and he sure as hell didn’t want to sober up. The last thing that he needed right now was to have his brain turned on, and every second that he spent fighting instead of getting more booze down his throat was letting adrenaline burn some of the shit out of his system.

[i]Don’t want to deal with this…don’t want to…[/i]

Falco lunged for him, and the world was a blur as they went at it. Half of what he did, he didn’t even think about. Falco would kick, punch, even bite, and Fox would either take it or respond with something that he had learned on the practice fields. Some of it got through, and he wasn’t even sure that he was feeling most of it.

The haze of combat ended with him getting a knee to the stomach, and this time, when Falco grabbed him, he didn’t have the energy or the air to fight back. He went flying through the air to the door, and as soon as he hit the wall, bouncers lunged for him.

“Just get his wrists – fuck…fuck…”

“Falco…you piece of…shit…”

“For your own fucking good, buddy,” the bird said, rubbing his jaw. “Fucking – ow. Dammit, I’m going to have to hit a clinic for this. Only consolation here is that you’re going to feel twice as bad as me tomorrow.”

“Won’t.”

“The hell you won’t. How many beers on this guy’s tab?” Falco called back to the bar.

“Too many.”

“Too right. Take him outside, and when the bulldog comes ‘round, pass him over. He’s done here. Fox? First thing I better hear out of your mouth when you come back – sober – is a fucking apology, or a fucking thank-you. Anything else, and I’m kicking your ass again for being a fucking idiot.”

#

Bill picked him up, alright, and the bulldog carried him back to a rental car and drove them back to the Academy. The other pilot’s sterling record got them through without any questions asked, and Fox barely registered anything until they got back to Bill’s dorm. He slumped against the couch, sobriety returning at an alarming rate and leaving his thinking processes firing again.

He didn’t like that.

As he tried to get to his feet to leave, Bill shoved him right back against the couch. He went down with a thump, groaning at the already-building headache.

“Come on…not like this…”

“You’re going to tell me what’s going on. Now.”

“Can’t this wait –”

“You were [i]supposed[/i] to come by after class. Not after you got blind drunk. Now tell me what the hell’s going on?”

“Oh, so you’re the only one that can drink when you’re depressed? You’re the only one that can go and get so drunk that you nearly hump that monster of yours right up my ass while cuddling?”

“That…that was a dog thing, but we’re not talking about me,” Bill said. “What the hell is going on, Fox? You were fine a couple weeks ago.”

“A couple of weeks ago, I [i]was[/i] fine. Now, I…I don’t know…”

He’d never had to deal with something like this before. He’d never had to deal with the fact that his dad might not come home. Oh, sure, not having his dad around so much had sucked, but that was something that he’d gradually learned to live with. His dad had always come back, and…

And as much as he hated to admit it, he didn’t have to deal with stress [i]that[/i] much most of the time. He had Pepper looking out for him, he had the McCloud name, he had friends in the school and on the streets, and he was looked up to, admired.

But now, when he needed some reassurance more than ever before, just to know that his world was still the way that it was supposed to be, nobody gave it to him. He couldn’t get Pepper to talk to him. Slippy probably thought he was insane. He’d gotten into a fist fight with Falco that he’d really regret later. And nothing besides the sims kept his brain from getting so wound up with what-ifs that he couldn’t function.

It was a mess.

He was a mess.

And he was saying all this without even realizing it. Fox only realized the words that were coming out of his mouth when he said –

“And it’s not fair that I end up getting an eye-full of that dick of yours when I can’t even do anything with it – SHIT!”

Fox slapped a hand over his face, groaning as the full import of what he’d been saying came crashing down on him. Not just outing himself – though whether Bill knew or not, he didn’t really know – but doing it in such a stupid way. He tried to get off the couch again, but this time, the bulldog just caught him by the shoulder, keeping him from pulling away.

[i]Don’t look at me this way, don’t look at me this way…[/i]

He had to look up. He had to see what was going through his friend’s mind. Fox slowly dragged his head up, and –

And he saw a face that was filled with exasperation and resignation and worry. Bill sighed, shaking his head.

“I guess I’m going to need a beer tonight,” the big dog muttered under his breath. “Maybe a few.”

“…Come again?”

“Look. If it’ll get your head out of your ass for the night, we can do…we can do a one-time thing. See how it feels, and…Fuck, I can’t believe I’m saying this. Look. Two guys, blowing off some stress…if it’ll get you feeling better, if it’ll take your head off this whole fucking mess…better you do this than go out and start more fights.”

“…You gay, or…or bi?”

“I have no idea right now. I’m just a dog. But…hell, might as well find out with someone I trust.”

“And the beer?”

“You need to tighten up, I need to loosen up.”

It didn’t take that long. The shitty beer that Bill had kept from before was gone, and the new stuff was quite a bit stronger, as far as Fox could tell. The gray-furred bulldog downed two right quick before sitting on the couch with him, legs sprawled out. Academy uniform was gone, replaced by sweat pants, and they were…well, they were quite full with what Bill had to offer.

And though he’d been slowly getting sober – though not completely there – Fox couldn’t help but stare with the same half-drunk fascination that he would have had for a bouncy ball going down the corridor. They would have been about equally fascinating at that point.

When Bill gave him a nod, Fox slowly leaned over the couch. He could feel his own cock throbbing against his pants, getting stiffer and stiffer as he leaned closer. He’d had…some fun, he had to admit, with other guys. Sometimes from above, sometimes from below, but the times he’d subbed before hadn’t been to something this big. Even as he ran his hand over it through the other pilot’s pants, he could feel the sheer thickness of it.

[i]I…I think that’s wider than my wrist…[/i]

“Mmmph…So, how you wanna…”

“Huh?” Fox looked up. “Me?”

“You’re the one that’s got experience…and this is for you. Figure it out. I’ll go along with it.”

“…Okay…”

Well, one thing for sure: he wasn’t thinking about his dad anymore. That dong was big enough that it was occupying all of his thoughts as well as all of his hand. He whistled as he dragged his hand along the full length of it, breathing slowly and –

Oh, he was starting to pick up some of the scent. A little bit of the bitter beer scent in the room for sure, but far more than that, the smell of [i]cock.[/i] And Bill’s dick was the sort of musky cock that was more than capable of oozing through a looser fabric, that scent starting to get stronger and stronger as Fox groped and teased it.

“Mmmph…”

Bill didn’t say much, but that didn’t matter, really. What mattered was that big…filling feeling between his fingers, the warmth, the pulsing…

It was a sexy thing…much sexier than just staring at it from across the room or wondering what it would feel like in the darkness of his own dorm. This was…this was playing with it…

He was fumble-fingered as he undid the little knot that held the sweat pants up, dragging them down little by little. The bulge rolled with it before flopping out, most of the shaft exposed, the base still hidden behind a pair of boxers. A string of pre-cum flicked off and landed over his muzzle, and he shivered as he fought the urge to lick it right there.

“Fuck…you look…hungry for it,” Bill said.

“Heh…”

“So, uh…Fox, you, uh…”

“I’m a switch,” Fox muttered, stroking his fingers from the bulging head to the base, feeling the warmth of the flesh and the slickness of the pre-cum slime running down the whole thing. “And I know how to treat cocks from above…and below…”

“Heh…”

“You ever gotten it sucked by a guy before?”

“Nope. Not by most girls, either.”

“Well…lemme show you how foxes do it.”

Not [i]quite[/i] as thick as his wrist, now that he saw it properly, but not that far off, and certainly long. Maybe about ten, eleven inches? Something like that. It was a monster of a cock, though, and one that was definitely suited for playing with.

Fox wiggled the other man’s boxers down to his ankles, letting them rest inside his sweats to allow that cock to come free properly. It wobbled from side to side under its own weight, and he felt a smirk drawing up along the sides of his face as he grabbed it by the base. Bigger than most cocks that he had played with? Perhaps, but that didn’t mean that it wasn’t going to be doable.

“Fox?”

“Mmm.”

Maybe it was the fact that he was a little drunk, or maybe he would have been like this regardless, but it was easier to focus on that cock than it was to think about the person that it was attached to. Bill had given him permission, and at the end of the day, that was all that he needed to have his fun.

He tilted it to the side and slid the head past his lips. It was already a little wet, probably from his rubbing rather than anything else –

[i]Don’t think, just enjoy.[/i]

He bobbed his head forward, stretching his jaw a little to keep pushing that thick monster over his tongue. It was big enough that he couldn’t [i]quite[/i] close his mouth around it, forcing his muzzle to hang open slightly as it went all the way to the back of his throat. He swallowed around the head – just the head – and Bill groaned.

“Mmmph…never had…someone…”

Fox didn’t let him talk for too long. The more that he waited, the easier it was to think. Better…better to keep going.

POP!

The head squelched into his throat as he reached the halfway point, five inches – or maybe six – still outside his mouth as he worked it down his throat. Bill huffed, arching his back against the couch and grabbing for the arm of it.

“Holy…”

Fox kept moving forward, moving down. Suck, swallow, suck, swallow. Six, seven, eight inches before he had to bob his head back a bit. Down to the midpoint again, out of his throat. He breathed, sucking in the slightly sweaty, musky air around the base of the dog’s dick, before pushing himself down again. Further, further, further toward the base, feeling it stretching his throat open as it went further than before.

“Fuck…fuck, fuck, fuck…”

Bill’s little moans and whimpers were hot, but hotter was the feeling of that slippery thing going further down his neck, settling into place, and oozing. He could feel it twitching, trying to point upward rather than off to the side, and he slid further over the dog’s lap, feeling it dragging him along in its own way. By the time that it was pointed up properly, he was on all fours, looking down at it.

“Mmmph…fuck, that’s…that’s feeling…pretty good.”

[i]You ain’t seen nothing yet.[/i]

Fox took a deep breath…then plunged down. The feeling of that cock all but punching into the back of his throat was hard, almost too hard, and he gagged for the first time. Yet, he had gotten the whole thing in there, the whole monster of a cock fitting in his neck and getting clenched on every time that he swallowed. Bill twitched, jerking in a sudden, small thrust that ground his balls right against Fox’s muzzle, huffing and whining in the way that any dog that was all horned up would.

“New position. New position.”

Fox nodded, sliding back. His cock was hard as a rock as that huge thing slipped out of his mouth, and he leaned back to the other side of the couch. Hanging his head off the arm, he waved for the big dog to walk around and join him. Bill hesitated for a moment, then did as he was told.

“This…this doing it for you?” the big dog asked, standing over him, cock tapping against Fox’s lips.

“Heh…all I want…is to not think. This…this is good for that.”

“Well…so long as it helps.”

Fox nodded, slowly pulling his zipper down and fishing out his cock. He started lazily stroking himself before pointing to his mouth.

“Use it. Don’t hold back. I’ve got it now. Just…fuck it.”

“You sure?”

“Did I stutter?”

“…You’re going to get yourself killed one of these days.”

“Until then, just…go for it.”

Even as Bill muttered something under his breath, he leaned forward and slid his cock past Fox’s lips. The slow glide along the roof of his mouth and his tongue was a surprisingly sensual experience, and having it pop into his throat with such ease told Fox that he’d picked the right position. This would let Bill go as hard as he liked without wrecking him too much, and more than that –

“Mmmmph…”

The base of that shaft finally reached his lips, and Bill’s balls tapped his nose. That was what he was waiting for. Those heavy, leathery orbs grinding against him. They felt full. So full, Almost too full.

And Bill didn’t hesitate. He started thrusting away, pulling back and ramming in hard right off the bat, and Fox moaned as he forced himself to keep up with each and every thrust down his throat. In, out, in, out, thrusting across his tongue, grinding against the roof of his mouth when the bulldog pulled out just a bit too far, the pop-squelch of it going down his throat and forcing him to relax just a bit to take the whole thing – it was hot. It was fucking hot, and he squeezed his cock hard as the bulldog leaned over him.

Big hands grabbed hold of the arms of the couch, squeezing it tight as Bill humped away. Fox couldn’t look up, could barely move his head at all, but he could see those big balls swinging forward, back, forward, back, slapping against his face, marking his nose with that sweaty musk, making him smell like balls and junk.

He lost himself in it.

He swam in that lust and need and wanton rut, and he let it wash over him. He swallowed, he sucked, he licked against the shaft as it plundered his throat, and he barely thought about stroking himself as he floated on that barely-enough-air high as he was used.

No longer thinking, he just threw himself into pleasure. The rocking motion of the couch, the grunting of the big dog overhead, and the constant sucking, salty, squelching thrusts that filled his mouth and throat with goo gave him plenty of other stuff to focus on, and the occasional complaint from his drunk stomach just gave him that little distraction that was all the more welcome at this point.

Thrust.

Suck.

Swallow.

Repeat.

He wasn’t sure how long they lasted like that, but he knew when the end was coming. Bill grunted, shifted his position, his thrusting tempo coming undone. The rhythm changed, and Fox reached up with one hand, grabbing the bulldog’s hips and making him thrust that little bit harder. In, in, in –

“MMMPH!”

And then Bill was cumming. He took it with ease, feeling it go right down his throat, plunging down to his stomach and adding to whatever mess was waiting down there. He moaned as he came, too, the feeling of sucking off something that big hitting him hard. Arching his back and thrusting against his hand, he came all over his own belly, squirting over his stomach and up to his chest.

He came down again, panting, huffing, groaning as he did. As he slumped against the couch, Bill slowly pulled out, and he had the treat of watching that big, fat dick sliding out of his muzzle before it dropped down in front of his face. The bulldog was panting hard above, and he chuckled, clumsily lifting his head up to look at his friend.

“Better?” Fox asked.

“Ho…”

“You okay?”

“Just…didn’t expect that,” Bill muttered, leaning against the couch. “Gimme a minute…gimme a minute after that.”

“Take your time. Can I…” He hesitated. “Can I stay the night?”

“Yeah…yeah, sure.”

“…Thanks.”

 

 




[b][u][center]The End[/center][/u][/b]
 
Summary: Fox is having a hard time dealing with the stress of not knowing things, and it culminates in a bit of experimentation with an Academy friend.
 
Tags: M/M, Questioning, Bill Grey, Bulldog, Fox McCloud, Fox, Slippy Toad, Frog, Falco, Falcon, Bird, Starfox 64, Starfox, Star Fox, Rule 34, Academy, Dorms, Oral, Blowjob, Facefucking, Balls, Orgasm, Cum, Series, Fight, Fighting, Drunk, Angry, Experimenting,