Barry was thrilled with his new position as Steward for the Midnight Express. The train connected Casinopolis, Knothole and New Mobotropolis. As the first functional passenger train constructed in nearly two decades his job came with a bit of pressure but nothing out of the ordinary. Well nothing out of the ordinary for a society that was rebuilding itself from the ashes. Truth was Barry was actually getting on at a service station. It was just a lot closer to his home and it kept him from repeating the awkwardness of his first day.


“Excuse me.” Barry had turned to the voice and found himself staring at the conductor’s wife. He couldn’t recall her name (It’s Flora) or her husbands for that matter (it’s Basil) but there was no forgetting the plump mothers figure or face. “My husband left without his lunch, kindly make sure he gets it.” Flora had said, presenting the quokka with a wicker basket covered in a checkered cloth.


“Sure thing ma’am” Barry had replied, taking the basket (which was heavier than it looked) and giving a salute even as he nearly fell over. He had then run aboard the train failing to ask to whom exactly she was married. Thankfully the midnight express only had two members of staff including Barry so it didn’t take long to puzzle out.


Barry shook his head, today it was going to be different. Today there were no distractions! Except of course for the vixen in the orange coveralls with the white top. Barry paused at the sight of her not (just) because she was gorgeous. (she was) but because to his knowledge these platforms were for work crews only. Logically that meant to the quokka that either she was very lost, never considering that somebody who looks like her could be an engineer or mechanic.

“Pardon me Mam.” Barry said with a wide friendly smile. “I’m afraid the passenger platforms are further into town, this one is for employee use only.” he explained as firmly as he could muster.


The yellow vixen turned to him and with a smile that was brighter than the sunshine. “I know I helped build it.” she said her blue eyes twinkled like sunlight on a brook. Barry was smitten with her in an instant and it took him a full minute of staring before he finally registered her words. 


“Oh I guess you… are fine… then.” Barry replied blushing at having made a fool of himself not just in front of but directly to such a pretty girl.


She laughed and Barry felt something heavy settle in the pit of his stomach. “You’re cute … Barry huh? Name has a sweetness to it. Are you?”

Barry was oblivious to the look in the vixen's eyes, the fact she was still talking to him and being complementary after a fumble like he had just had was baffling. “Uh am I what?” he eventually asked.


“Sweet. Do you taste good?” The vixen said with a wink and Bary was floored to realize that the vixen seemed to be flirting with him.

“Uh ah uhm well i dunno how bout you tell me?” Barry stumbled over his words until he came to what might be the lamest pick up line he had ever uttered. To his shock the vixen crossed the platform, gripped his collar and pulled him into a kiss. Barry had never been kissed in his life and the second he felt the vixen’s tongue sliding along his lips his brain cut out.


“Hmm not bad, kind of a fruity flavored. Grapes?” The vixen asked with a toothy grin.

“I had some toast with jelly this morning.” Barry replied utterly failing to be the least bit smooth.

“Hmm, maybe I should be tasting somewhere else then…” the vixen said as she unzipped Barry’s pants. The quokka was stunned as he felt her deft fingers slide his boxers fly open and tug his cock out into the open as the vixen dropped to her knees a million thoughts whizzed through Barry’s mind.


“I don’t even know your name.” was the one that emerged from his mouth. 

“I’m Tails, do you want me to stop?” Barry shook his head and the vixen grinned. “Didn’t think so.” she relied before taking his cock into her mouth. Barry glanced around as the service station platform was remote but there was still the chance of other workers showing up. Tails has no problem coaxing Barry’s member to its full length in only a scant few seconds. The vixen’s mouth might as well have been magic for all that Barry could feel. The sensations of getting sucked off were totally new and exciting. Barry huffed as he looked around his heart pounding as he wondered if anyone would see him here getting his dick sucked by this drop dead gorgeous vixen. Barry flexed his fingers as he resisted the urge to grab Tails by the head and well he wasn’t sure really. The quokka moaned as the vixen bobbed her head up and down the length of his member without the slightest difficulty. It was plain even to an inexperienced virgin like Barry that Tails was not simply good at sucking cock she was a professional. A fact he became doubly sure of when she pulled back her mouth open with his cock resting on her tongue as he started cumming, she knew he was finished before he did. Barry moaned and threw his head back as his seed filled Tails’ mouth, the vixen not losing so much as a drop.  Barry had just recovered from his orgasm when he saw Tails swallow his seed, licking up the few drops that had tried to ooze out of her mouth. “Oh yes that’s quite the flavour, nice and sweet little tart kind of like raspberry.” Barry had no idea how to respond to that so he just nodded. “Well hey since you’re still nice and stiff, how about I take you for a ride before the train gets here?”

Barry was a bit awkward but he wasn’t dumb. “Y-Yush Please!” he stammered out. No sooner had he agreed than Tails reached between her legs and the sound of a zipper revealed to Barry that Tails overalls were very ergonomic. He learned a second later that Tails did not wear any form of underwear as she turned around and presented him with her exposed pussy. Barry was beyond carrying about being out in public or the idea of being seen as he pushed his cock up against the fox's sex. He was just a little frustrated that it didn’t go in the first time sliding along her sex. Tails apparently liked the feeling rocking her hips back as Barry tried to penetrate her to no success. It felt like the twelfth or so try before he finally took hold of his shaft and guided it into the warm and very inviting depths of the vixen. Tails let out a gratifying moan as she worked her hips back, fully sinking Barry’s cock into her. Barry was half convinced he was dreaming. Not only was this scenario unreal, it was the kind of bold action he could only perform in his dreams. As he rocked his hips against the vixen he realized his Belt was feeling tight and so was his suit. He loosened the knot on his bow tie and started popping buttons with one hand the other rocking Tails hips. Barry groaned as he unfastened his pants full, his boxers catching on his cock and still their waistband was digging into his thighs. It’s not really any fault on the quakka’s part that he found himself cumming again very soon. It is a bit his fault that Tails went tumbling forwards as Barry fell over though.
 
Barry grunted in mild frustration and started to redress when he noticed why his clothes didn’t seem to fit right and also why he had taken a tumble. Barry reached up to confirm what he was seeing, upon his chest now rested to plump round breasts each nearly as big as his head. His hips were twice as wide and his bottom had rounded out. Once more Barry was not dumb just horny and easily flustered. A bit of post orgasmic clarity let him figure out what was going on. He’d heard about the Futanari Virus and how it was easily passed through sex. It had dawned on him that Miles “Tails” Prower was one of the creators of the Midnight Express and that he or she was one of the very first confirmed cases of the virus. Barry supposed he could be mad about being tricked into becoming a futa but he felt amazing. Not to mention he’d just had two of the best orgasms of his life.


“Looks like we still have time before the train comes… want to ride me first?” Tails asked her cock now proudly displayed bobbing with the beat of her heart. Part of Barry wanted to say no but that part was overruled by the simple curiosity of what his newly acquired pussy felt like. Barry had to shred his boxers to get free of them his hips were so much wider. Tails knelt on the ground once more, this time her body hovering over Barry. “Just spread your legs and let me take care of the rest.” Tails said kissing the quokka once more. Barry’s only hesitation after that was shaking one leg free of his pants. The vixen was good as her word, her cock butting up against Barry’s freshly formed pussy just to tease for a second before sliding into him with ease. Barry had thought being inside the fox was a wild experience but having the fox fill them was even more intense. Barry as it turned out was not the type to keep quiet, He was gasping and grunting and squealing with delight. He couldn’t get enough air in his lungs or he would have been singing Tails’ praises as the vixen showed Barry just how fun it was to be on the receiving end of stuffing a pussy. Neither Tails or Barry noticed the Midnight express rolled into the service station. While passengers neither boarded or exited here the clean window gave anyone inclined to look out the left a view of the quokka and vixens frenzied love making. 

“Wanna Taste! Barry said as Tails began to huff and puff her thrusts getting erratic.

“If you say so.” Tails replied pulling her cock from Barry’s sex both organs dripping wet. Tails pushed the tip of her cock up to Barry’s open mouth just in time as she lost composure Barry was shocked at how hot the fluid felt as his mouth was filled with fox spunk. Then there was the flavor. Tails had a fruity taste herself but it wasn’t sweet it was citrusy sour and slightly bitter. Barry found himself swallowing just to clear the taste from his mouth but it lingered.


The Midnight Express let out an impatient whistle making the two aware of the show they had put on. Barry was glad his fur was such a deep red because his blush couldn’t show. 


“I need to go home and uh… uh make some changes to my clothes.” Barry said as Tails sheepishly redressed with a simple tug of a zipper. “Please cover for me.”


“No problem and uh i’ll see you later Barry.” Tails said as she climbed aboard the train. Barry gathered his clothes and sighed, he had just gotten the uniform fitted.