Given his height, Gem had to lie diagonally across the smaller bed, and Rusty chuckled as he admired the contrast of his dark skin against the light bedding.

His upper hands crossed above his head, middle hands relaxed on his bare stomach.

His lower hands gave him away, fidgeting with the frayed hem of his shorts.

But he watched Rusty with something akin to adoration in his eyes.

Crawling up his body, Rusty hovered over him, touching the tips of their noses.

Then he pecked Gem’s chin and cheeks and brow, grinning in triumph when the Araknis laughed.

He worked his way down Gem’s body, taking his time—more for his own sake than Gem’s.

When he reached Gem’s belly button, he nuzzled him there, and Gem squealed and pinched his ear.

“No tickling!” he ordered sternly, and Rusty bared his canines and growled playfully. Unperturbed, Gem flicked him right on the nose, making him sneeze, and laughter poured from Gem again. In retaliation, Rusty bit him above the hip, and his giggles morphed into a whine. “Ah, fuck! ”

Rusty’s fingers didn’t shake as they unbuttoned Gem’s shorts, and he dipped his head to inhale deeply, where Gem’s scent was strongest. Two hands smoothed over his head and shoulder, and he stiffened momentarily. Before Gem could pull away, Rusty grabbed one wrist and guided his palm to his cheek.

“It’s okay. You just startled me,” he said against Gem’s skin.

“Sorry,” Gem whispered, touch even lighter as Rusty refocused on opening his shorts.

“Talk to me.” Rusty licked a stripe above the waistband of his panties—not lace this time, but another fabric that was soft and dainty. There was even a white bow, front and center, and he tugged on it with his teeth.

“About what?” Gem asked, voice shaky.

“Anything.”

“That’s dangerous.”

Lying between Gem’s legs, Rusty nestled his nose next to his half-hard cock, and Gem’s breath hitched. “I like when you talk,” he confessed, nudging Gem’s erection. “Tell me anything.”

Gem’s throat clicked, words coming in fits and spurts as Rusty mouthed him through his panties. “Um, my first kiss was with Bikki Mirr under the bleachers. He was a year ahead of me, and he had a moped.”

Rusty snuffled a laugh against the delicate fabric, and Gem snickered but kept going. “I thought he was so cool and out of my league. Couldn’t believe he liked me. He told me to meet him under the bleachers, and he’d teach me how to smoke.”

Under the panties now, Rusty took his first taste of Gem’s pretty cock, and Gem shuddered out his next jumble of words. “Oh gods, uh, it was raining, and I was so worried it would ruin my hair and make me look stupid—fuck!”

“Hold your prehensiles down, caryd,” Rusty murmured against the tip of his dick, and Gem whined but obeyed. “Keep talking.”

As Rusty took the core of him into his mouth, Gem moaned but, again, obeyed. “I choked on the smoke. The first few times, I coughed until my eyes watered. I was so embarrassed, but Bikki laughed. It was a nice laugh. And then he tucked my hair behind my ear and called me pretty.

“When he kissed me—oh my gods, your tongue should be illegal. Ugh, when he kissed me, he tasted like smoke and rain and the soda we’d shared from the vending machine.

And it was nice. It was really nice.” Throwing his head back, Gem gasped up at the ceiling, and Rusty growled, watching the way his body rolled.

“Fuck, I can’t think when you do that. No, wait, don’t stop. ”

“I’m not,” Rusty promised, blowing over Gem’s spit-slicked shaft before he teased the tip of his claw over the slit where a pearlescent bead of precum gathered. Gem spasmed, fingers sifting restlessly through the fur of Rusty’s arms as he slapped another hand over his mouth to muffle his cry.

Rusty leaned in and pressed the point of his tongue to the slit, and Gem released another strangled moan. He pushed his tongue inside, just a hint, a barely there tease, and Gem mewled. His hands fisted, then unfisted in Rusty’s fur, but Gem didn’t add pressure or try to rush him.

So Rusty didn’t rush. He sucked Gem leisurely, licking at the smooth undersides of his prehensiles, wriggling under the gray fingers holding them captive. He did what he wanted, never having that freedom before. So he played and discovered, and the whole time Gem rambled.

He said, “My first year of uni, this guy I liked said I should be a model, and I thought he was serious. So I made a portfolio and—unholy shit, you weren’t kidding about your lack of gag reflex—uh, and I bought professional headshots and everything.

Turned out, he just wanted to hook up with me.

He never actually called the talent agent like he said he would. Bastard.”

And, “I accidentally butt-dialed Quin when I was having sex, and I left her a seven minute voicemail of me getting absolutely railed—fuck, yeah, do that with your teeth—um, I was too embarrassed to ask her about it, but we made eye contact the next day, and we both knew the deplorable things I’d done with that Incubus. ”

And, “I looked up cow-themed porn. Not with real cows, obviously. But there’s a whole community of humans who dress up as animals.

They’re called furries, isn’t that adorable?

Sometimes, they fuck each other. And there were cow-furries.

It turned me on, and I’m genuinely worried what that says about me. ”

That was when Rusty choked on Gem’s dick, bursting into laughter against his will. Lifting off Gem’s cock, he rested his head on Gem’s hip and laughed until his stomach hurt.

With a mortified snarl, Gem sat up and glared down at him, cheeks flushed, eyes wide, chest heaving. “Don’t laugh! It’s embarrassing.”

“You’re my favorite person in every dimension, you know that?” Rusty said between chortles, and Gem whined, hauling him up so he could smash their mouths together messily.

“Shut up, and sit on my face,” Gem demanded.

“What? Whoa—”

Gem fell back and took Rusty with him, kissing him desperately. His lower hands shoved at Rusty’s pants, and Rusty was all too happy to oblige. He kicked off his jeans then helped Gem remove his shorts.

“Leave the panties,” Rusty said hoarsely, and Gem grinned, smug and sharp.

He reclined back on the bed and gestured for Rusty to straddle his head. “Climb aboard, Cheer Bear.”

Rusty had never sixty-nined before, but he didn’t want to overthink it.

Knees pressed to Gem’s shoulders, Rusty smoothed two fingers over Gem’s taint, searching for the subtle swell of his internal sacs.

When he found them, he pushed, and the prehensiles around Gem’s dick flared out.

He used one hand to hold them down, and they coiled around his fingers and wrist and pulsed.

Then he swallowed Gem’s dick, moaning when Gem’s tongue slicked down his own length.

He tried to focus on sucking Gem off, but Gem’s perfect mouth was distracting.

He lasted longer than he had last night, but he still came first, moaning into Gem’s hip as he stroked Gem’s dick with a broken rhythm.

Gem rubbed his tail, sending crackling pleasure zipping up Rusty’s spine.

He purred, reveling in Gem’s many hands petting him soothingly.

Once his brain was somewhat braining, he returned to his task and utilized every skill he’d learned to make Gem scream. His jaw ached, and his neck cramped, but he didn’t stop until Gem said, “Oh shit, I’m gonna come.”

So Rusty took him deep into his throat, then sucked back up.

And Gem—who must have shoved half a fist in his mouth to stifle his volume—came with a warbling cry.

Since he’d never been a fan of swallowing, Rusty lifted off Gem’s dick at the first rush of glimmery fluid, stroking him through his orgasm as his prehensiles coiled around Rusty’s hand, his barbs piercing his hide.

He felt the sharp prick, but it wasn’t painful. As long as he didn’t tear them free, he’d be fine. So he gently rubbed Gem’s still weeping dick as he fought to catch his breath. He was light-headed, and he really needed some water, but he felt good. Proud, even.

Admiring the mess he’d made of Gem and those sexy bowed panties, he settled more of his weight on Gem’s chest, and the Araknis hummed blissfully, limbs trembling with aftershocks. He used a corner of the blanket to haphazardly clean Gem up before he glanced over his shoulder to check on him.

Gem had one arm thrown over his closed eyes, another hand clamped over his mouth as he panted. He looked utterly debauched, and Rusty purred in satisfaction. He leaned back and scent-marked Gem’s throat, over the bruise he’d bitten there last night, and Gem sighed.

After the barbs disengaged, Rusty climbed off Gem’s torso and collapsed onto the mattress. He leaned his temple against Gem’s knee as Gem propped his head on Rusty’s shin. Still panting, they made eye contact, and they both grinned loosely.

“You okay?” Gem asked, and Rusty nodded.

“Yeah. You?”

“Yeah.”

“I’ve never sixty-nined before,” Rusty admitted, and Gem snickered.

“Well, for your first time, you did splendidly.”

“Fuck right off,” Rusty mumbled, and Gem laughed harder.

With a groan, Gem flopped around gracelessly until he was facing the same direction as Rusty, their heads nearly falling off the end of the bed. Rusty turned, their noses brushing. Gem beamed at him, scratching along his jaw.

“You okay, Rus?” he asked again, and Rusty tilted his head to kiss Gem’s wrist and nodded. “Good.”

Their foreheads rubbed together, and Rusty closed his eyes, exhaustion settling over him.

“I don’t know how I’m supposed to go home now,” Gem muttered. “I can’t feel my legs. They’re jellified from your deep-throating skills.”

Without opening his eyes, Rusty grinned, and Gem snorted.

“Don’t look so smug.”

“I jellified your legs, apparently. I’m allowed to be smug.”

Gem snipped nonsensically before pillowy lips pressed to Rusty’s mouth. Rusty kissed him back lazily, his mind already drifting away.

“I’m just gonna rest my eyes for a bit,” Gem slurred, and Rusty nodded.

“Me too,” he said. At least, he thought he said it out loud, but he was already untethered, sinking into the dark.