Part 2

Fox and Falco sat in the mess hall downing glass after glass of water. While the overproduction of semen was still happening with their heat as usual, they still needed to rehydrate every few hours. They both wore silky bathrobes and a pair of tight boxer-briefs. Primarily to hide and contain their throbbing erections which even in the lull of their sexual escapades still continued leaking cum. 

As they sat in silence, Slippy entered the room and was startled by their presence. 
"Oh, s…sorry guys. Didn't expect to see you tonight," he said, sounding flustered
Falco perked up and smiled. 

"Hey Slip. We're just getting some water. Come join us."
Slippy nervously walked over and sat down beside Falco. Glancing over Falco as he took his seat, the toad sat pensive, not wanting to acknowledge the obvious reason why his crewmates were in robes.  "How are the arwings coming along," Falco asked, making simple conversation.

"Uuuh…Good…yeah, things are good. Should have them done in a few days." 

Falco could tell Slippy was uncomfortable being near them, especially knowing what they were up to. It certainly wasn't a secret for the other crew members by any means. Besides, even if it was, he and Fox’s moans the past few days would have been a dead giveaway. The blue avian shifted a little closer to Slippy, pushing into the toad’s personal space.

"Hope we haven't been too loud, Slip."
Slippy blushed as he turned his head to Fox, who was just smiling and leaning back in his chair. Fox was a bit lost in his thoughts, thinking about pulling Falco’s robe off and mounting him right there on the table. 

"N…no of course not. I…I hardly noticed." Slippy was stumbling on his words, trying to keep his composure. 

Falco then moved one hand down under the table and placed it on Slippy's upper thigh. "You're welcome to join us if you w…"

"I gotta get back to work!" Slippy exclaimed, jumping out of his chair. "S…see you guys later."
Slippy quickly walked out of the room, leaving the two of them alone again. 

Fox chuckled and looked at Falco. "You shouldn't tease him like that."

Falco shrugged and stood up, downing the rest of his glass. "Awe you're no fun."

"Oh?" Fox’s ears perked up. He turned his head and saw Slippy standing in the doorway. It seems their crewmate had stepped back after fleeing the room. "Slip? What's up?"

"Can…can I w…" Slippy began. Then blushing he turned around. "No…nevermind."

Fox glanced at Falco. They shared a confused look. "What's wrong, Slip?"

Slippy then turned back around and marched over to the edge of the table. He was just out of arm's length from the two of them.  "I wanna watch…if …if that's ok?"
Fox and Falco were stunned. Though Falco's invitation was a joke, Slippy seemed serious. They gave each other a glance, trying to see if the other was alright with it. Both of them were always open about their arrangement, but having Slippy there would be both awkward and exciting at the same time. 

"What do you think, Falco?" Fox asked, his own dick twitched at the prospect. 
Falco’s member was also pulsing with anticipation for the proposal. Luckily their robes hid that from Slippy. 

"I'm ok with it if you are," he shrugged. 

Slippy's eyes lit up as his crewmates agreed. Though he never expected them to actually let him watch, he secretly had been wanting to see a real "heat period." His asexuality and lack of heat from his amphibious nature made it very hard to even get aroused. Though he dreamed of experiencing it just once, even if it was vicariously through Fox and Falco. 
"So shall we head up?" Falco asked the others. They both nodded and he led them back upstairs to his bedroom. 

… …

Closing the door behind himself, Falco turned around and removed his robe. Fox did the same, and Slippy got his first look at their underwear which were soaked in cum. The two of them then stepped close to each other and leaned in kissing passionately in front of the toad. Slippy's jaw dropped as he never expected to see the two of them kiss. They were always playfully rude to each other on missions and around the ship, so his brain could barely process it. 

"Did you want to have a seat somewhere, Slip?" Falco said, breaking the kiss. He motioned with his left hand towards a soft chair in the corner. "You can drag it closer too." Slippy quickly walked over to the chair and dragged it across the floor. He pulled it until he had a good view of them from the side and of the bed, as Falco went back to kissing Fox. The two of them mostly ignored Slippy, being filled with lust from their heat. It mattered very little to them that he was watching once they got started again. 
Fox ran his fingers along Falco’s chest feathers. He let his hands trail down until he was at the avian’s hips. In turn Falco did the same to Fox, feeling the warmth of his fur. Reaching his fingers under Falco’s waistband, he slowly pulled down his boxer-briefs until they were tugging against the avian’s cock. Falco trailed his hands down further gently groping Fox’s wet bulge. Slippy blushed, as he sat jaw hanging open and watched his friends feel each other up. Fox then reached into Falco’s underwear and quickly pulled them down to his knees. The blue avian’s throbbing seven inches glistened as cum shook off of it and flung across the room. 

"Whoa," Slippy whispered, his eyes widening as he got his first ever look at Falco’s cock. He never really thought about looking at it, but for some reason seeing it now fascinated him. 

Shifting his stance, Falco let his underwear fall to the floor. He watched as Fox then moved his hands to his own waistband and shimmied them down. Falco pulled his hands off of Fox’s package and helped him drop his pair to the floor. Fox’s own six and a half inch rod was also completely soaked from the cum built up inside from earlier. They were now completely naked and standing right next to Slippy, who simply stared wide-eyed at them. Fox darted his eyes back and forth from Falco to the bed. Falco nodded and the two made their way onto it. Slippy pulled his chair closer, but still stayed at a respectable distance. Again the two leaned in for a long and passionate kiss. As they let their tongues explore each other, they also lightly tugged on the other's dick.
 
"Let's both do each other," Fox whispered in Falco's ear. He then laid down on his back looking up at the blue avian. Falco took his position above Fox, preparing to 69 with him. Glancing toward Slippy, Falco noticed the flushed face on the toad. He smiled, glanced down, and then his smile grew. 

"Check it out Fox," he whispered to him. Fox turned his head and saw an obvious tent forming in Slippy's pants. "Guess he's not as indifferent as we thought." Falco and Fox turned back to their views of each other's dicks. "Let's give him a good show, eh Fox?"

"Yeah," Fox replied, then reached up and guided Falco's dripping member into his mouth. Falco in turn did the same, letting Fox’s pulsing cock slide into his beak. 

Slippy watched as his two friends slurped up and down on each other.  Their mouths parted frequently as they let their tongues pleasure every part of the other. As they sucked, small spurts of cum would shoot out from the intense pleasures they experienced. Eagerly both swallowed every drop the other produced. Their breathing became heavier with each passing moment and Slippy just sat back watching everything. Strangely, for the first time in his life, could feel his loins begin to burn. Glancing down at his tented pants he instinctively reached to it with his right hand and squeezed himself. The feeling of touching his hardness through his pants shot a jolt of pleasure up his spine. While the toad certainly had gotten hard in the past, this time felt VERY different. As he looked back up and continued watching Fox and Falco suck on each other, he began to wonder what it would be like to join them. “I bet that feels really good,” he whispered to himself. Slippy then reached to his belt and undid the clasp. His hands now seemed to move on their own as he was fixated on his friends. Raising his hips he pulled down his pants letting them fall to the floor around his ankles. His dick was majestically tenting his briefs. Reaching into the fly, he grasped his amphibious member and began stroking it. His dick wasn’t very big, but it was a respectable thickness. Standing up about 5 inches from his cloacal slit, it twitched, leaking out a bit of precum onto his breifs. 

“Mmm. Hmm!” Fox mumbled as Falco’s dick twitched in his mouth. He could tell Falco was about to cum, as he was as well. Fox taped on the avian’s upper thigh letting him know to go ahead and cum. He also wiggled his toes indicating he was ready to unleash his load at the same time. The two of them had subtle little signs like that to ensure the other didn’t end up choking when the time came. 

Falco kept up his pace sucking as he let his cum out into Fox’s muzzle. He moaned as his avian cock shot stream after stream into his partner. Fox relaxed his throat and let Falco’s cum rush down to his stomach. He gulped every few seconds taking in every drop of the bird’s hot seed. The intense pleasure of being pumped full by Falco sent Fox over the edge. His hips bucked up, forcing his cock deep into Falco’s beak. “Mmmm.” Falco muttered as he too was pumped full of cum. Because of his beak however, he couldn’t ensure that he drank it all. Some managed to leak out across it, but he did his best to lick up as much of what fell out as he could. 

Slippy by this time had kicked off his briefs. The toad furiously stroked his cock as he watched the two of them gobble up each other’s cum. He didn’t know what had come over himself, but watching them turned him on so much. It was like a switch got turned on in his brain, letting him experience true sexual desire for the first time. He hoped at first to just observe Fox and Falco’s activities with an analytical mindset, but that didn’t last long once he saw just how into it they were. With his free hand he reached below his cock to the cloacal slit and began fingering it. He was completely lost in the pleasure of his own body now. Any sense of just watching for science's sake was gone. 

“F…fuck yeah.” Slippy moaned, which got the attention of the two which were coming down off of their peak. They glanced over and widened their eyes in shock as they saw Slippy furiously masterbating. “Don’t…don’t stop now guys. This is really hot!”
Falco nodded and turned himself around so he and Fox were face to face. Letting his body fall onto him, they closed their eyes and leaned in for a long kiss. Their mouths still holding some residual cum from earlier, the two tasted themselves on the other. Again Slippy watched closely while stroking and fingering himself. The toad just couldn’t get enough of them. The three were enveloped by the lustful sensations and let their bodies do all the talking for them. 

Falco pulled away after a few minutes and looked up into Fox’s eyes, “I want you inside me, Fox. NOW.” Fox smiled and rolled over until he was out from underneath Falco. He got up on his knees and moved over until his hips were pointing toward Faclo’s tail. Reaching down with both hands, Fox pulled Faclo’s hips up until his partner was on his hands and knees. He lifted Faclo’s tail up and spread the blue aviain’s cheeks wide. Easing forward, Fox pressed his cock against Falco’s hole, prodding it with the tip. Slippy’s mouth gaped wider as he realized what was about to happen. Fox stepped forward with his right knee, then plunged his throbbing cock deep into Falco. 

“AAAAH!” Falco gasped, feeling Fox’s length forced inside him. 

“Yeah, take it Falco.” Fox replied, then leaned forward and hugged Falco from behind.. When he felt like they were in a good position, Fox began pounding in and out of him. Falco’s beak opened and he began panting as Fox continually thrusted in and out of his tailhole. Falco’s tapering avian cock twitched and wiggled as his body was ravaged by his commander. The feeling of having his prostate milked from the inside was incredible. 

Meanwhile, Slippy could feel himself nearing climax. The intense pleasures of stroking his cock, while fingering hipmself and watching his friends passionately fuck in front of him was just too much to bear. 
“Oh fuck!” Slippy shouted, and his hips jolted up involuntarily as he released his load. It had been a long time since he had experienced such a powerful orgasm. His cloacal slit twitched, squirting out streams of a clear liquid, while his cock throbbed and shot out 4 long streams of thin cum. As a toad his cum was particularly thin, but his squirts were extremely large. It shot high into the air before falling back on his hands. His whole body shivered as he was consumed with the unbelievable pleasures. “Ah, ah, ah,” he breathed heavily, still not taking his eyes off of Fox and Falco. “Oh man, that was amazing.” He pulled his fingers out of himself, but kept gently stroking his shrinking cock while his crewmates quickly reached their own peaks.

Falco’s cock was leaking nearly endless streams onto the bed. There was now a large pool between his legs where it had formed. Their breathing was loud and heavy as Fox jammed his cock in and out of Falco’s tailhole. Falco’s hole had gotten much looser by this point. His whole body was now resigned to being used by Fox, and he loved every second of it. Fox could feel his knot starting to swell, so he gave Falco a light tap on his back to indicate how close he was. Falco said nothing, only nodded and grunted giving Fox permission to tie into him. Fox let go of Falco’s chest and moved his hands down to his hips. He leaned back and pushed his hips in further plunging his knot past Falco’s hole. 

“Fuck yeah!” Falco moaned as he felt Fox’s swollen knot push into him. Fox groaned and he held Falco close again as he unleashed his cum inside. Pumping him full, Falco could feel the pressure building inside of himself. The feeling of Fox’s swollen cock against his prostate pushed him over the edge, and he let himself cum onto the bed. His avian cock throbbed and twitched wildly. They both were in absolute ecstasy. This was the height of their heat period and it was the best either of them had ever felt with each other before. The added kink of having Slippy there watching them, only made things more intense. 

With their orgasms subsiding, Fox pulled out of Falco and laid beside him. The two snuggled and looked across the room to Slippy, who had by this point put his briefs and pants back on and was just patiently waiting in the chair. 

“So uh, guys?” Slippy muttered.

“What’s up Slip?” Fox replied.

“Uh…thanks.” The toad stood up and brushed off his pants. “Can we not tell Peppy about this?”

Fox and Falco both smiled and nodded. “No problem, Slip. Your secret is safe with us.”

“Thanks guys. I’ll uh…go now.” He pointed at the door and then slowly walked out of the room.  With the door closing behind him the two lovers snuggled close and almost at the same time fell asleep in each other's arms.

… …

The next morning Fox and Falco awoke still holding each other close. Both immediately realized what was happening and they awkwardly looked at each other. Both blushed as they realized their heat period had ended, and they now were just two guys laying in a sticky cum soaked bed. Fox rolled out away from Falco and stood up. He looked around the room for his robe, which he quickly grabbed and put on. Falco remained in bed, rubbing his eyes, and keeping the sheets over his lower body. 

“So, I guess that’s it for the year then?” Fox said, tying his robe and heading for the door. “I’ll shower off in my room if that’s ok.” 

“Fox?” Falco said, pulling the sheet off of himself and jumping out of bed. He quickly stepped over to Fox and looked deep into his eyes.

“Yeah?” Fox was confused, his avian friend didn’t even try to cover himself as he walked over. 

“I…uh…” Falco stumbled on his words a little. “I’ve been thinking about something this past week.” He rubbed the back of his head, blushing in embarrassment over what he was about to say. “If you don’t mind…I’d…I’d like to do this again.”

Fox chuckled and smiled, “What do you mean? We do this every year.”

Falco scoffed then grabbed the back of Fox’s head and pulled him in closer. “No you idiot, I mean…I…I love you…So let’s start doing it more often.” 

Fox froze and his face turned beet red. “L…Love?” He thought to himself. Did he hear that right? He stared at Falco who looked to be dead serious. Though he wasn’t in heat anymore, his dick immediately hardened out of his sheathe. “Falco,” he muttered, “I…”

Falco then turned around and folded his arms. “Just think about it, Fox.” Fox grabbed Falco’s arm as he was about to walk away from him, and spun him around quickly. He parted his lips and leaned in kissing Falco. Their tongues danced together as Fox reached down to Falco’s slit. “Ah, Fox.” 

“Shut up and get on your knees, Falco,” Fox said, as he pulled back and disrobed. Falco did as he was told and knelt down in front of Fox. Fox motioned for him to spin around. Falco smiled and turned around, bending over and raising his tail in the air presenting himself. Fox got onto his knees and rubbed his now fully erect cock against Falco’s tailhole. “Falco…I love you too. So much!” He pushed in his cock and now with minds totally clear from their heat, made love over and over that whole day. Now for the first time they were not just friends, but true lovers. 

Things were never quite the same on the Great Fox after that, but they wouldn’t have traded it for anything else in the galaxy. Ever.