First off, I would like to say that I do not own Sly Cooper. All rights for that go to Sucker Punch/Sanzaru Games.

This is basically an alternate timeline set after Sly won the ACES competition in Holland and Carmelita had left in previous game.

If you are under 18, don't read this story. If you are sensitive or do not like Sly/Penelope pairings, don't say I didn't warn you. It's your problem if you don't like what you read.

A new kind of love.

It had been an hour after they had won the ACES competition and after they had found out Penelope was behind it all. Sly remembered the shock when he saw Penelope's face behind the Black Baron's mask. He felt very guilty now, as he had caused her a bit of pain with all the punching on the plane.

The gang were on their way the Baron's, or rather Penelope's, hilltop fort in the van. Hopefully they would get some answers. "Sly? SLY!"

"Huh? What?"

Sly's train of thought was interrupted by a ringing in his ears. "Alright Bentley you don't need to shout." He snapped, rubbing his ear.

He looked over to his spectacled friend in his chair, "Honestly Sly, I do need to shout. I've been trying to get your attention for the past minute." Bentley said.

"Well I was thinking. I am still allowed to do that right?" said Sly in an annoyed tone.

Then he sighed, "Well what is it?"

Bentley shifted over to Sly and showed him his laptop, "Look! Look what she sent me as an online picture!"

Sly squinted at the screen, he chuckled. Penelope's face had been placed on the body of a very attractive woman, with a white dress and nice long legs. "I can't believe she lied like this! I thought this was genuinely her!" Bentley groaned.

"Well to be honest pal, you did send her a bit of a lie as well." Sly countered.

"Yeah well you know I was just trying to improve our chances of….."

Bentley droned on and on about how he was doing it to help the gang.

Sly sniggered slightly as he remembered when the two met in person. Bentley and Penelope had met online and had never met each other face to face until an hour ago. Bentley had sent a picture of a muscular turtle with his face on the body and Penelope in return had sent her fake picture. Sly had to stifle a laugh with his sleeve as he remembered their faces when they saw each other for the first time on the winners stand. It had been so awkward between them and Sly had to hold a hand to his face to stifle the laughter. Then Sly remembered Penelope's face when she looked at him. She had gone from confused to a shy smile.

"Why was she looking at me like that?" Sly thought, "She seemed…..I don't know, kind of…..infatuated?"

Yes. That's what she had seemed like, he thought. Although he did find her to be quite pretty. Then his heart sank as remembered Carmelita. He had always loved that vixen, it seemed like she had felt the same way, but then after Clock-La had been defeated and she got her promotion, she had just left. He used to patrol the streets looking for her. He had even walked into the police station and got himself arrested to try and find her. Sly remembered the guards exact words when he asked the guard standing watch by his cell where Inspector Fox was. "Oh ya mean the sexy fox do ya? Don't worry she won't be chasing after you anymore. According to the chief, she left the force and immigrated to some other country. I think she had a companion as well…his name was-

"He? HE?" Sly had shouted.

"Yeah a black Panther called Rodrigo. Handsome fella that one and a good cop too."

Sly's heart had broken into pieces upon pieces after hearing that. He had wanted to spend the remainder of his days in that cell, as he was too heartbroken to carry on. But Bentley and Murray broke him out and brought him back to the hideout. After he told them what he had heard, he went straight out of the hideout and wasn't seen for two days. Bentley and Murray had been both shocked and angry. Angry that Carmelita had just gone without so much as one last goodbye or chase.

Bentley and Murray had been a big help to Sly, they consoled him and helped him realise that Carmelita wasn't good enough for him and that there are plenty of other women out there.

He had gotten over her but was still sad on some occasions when he met another female. "Sly? Oh for God's sake!" Bentley exclaimed.

Sly again popped back to reality, they had arrived at the fort. "You are really bugging me today do you know that?" Bentley said.

Sly sighed and stepped out of the van and walked towards the entrance. He then saw Penelope standing at the doorway waving. He smiled, she was a very chirpy girl. As Sly looked at her, he began to notice she was quite beautiful, and her body wasn't too bad either. This was the first time he had properly surveyed her. "Her body is very nice…and she is very pretty." Sly then realised what he was thinking and shook his head, "Come on Sly don't think like this, you're probably not even her type."

Just then Penelope walked over to them, "Hey Sly." She said beaming, "Hey Murray."

Then she looked at Bentley, "Hey…" She said slowly.

Bentley just waved slightly. Penelope shook her head and then turned to the whole gang, "Well guys, I have some explaining to do. I can give you the whole story over dinner. Come on."

She walked into the building and led the gang upstairs. When they got to the dining room everyone (except Penelope) gasped. The table in the middle of the room was swelling with a huge dinner for twenty people. Lots of rich and exotic foods were laid out on the table. They all sat down round the table and ate.

After some time later the gang was full, apart from Murray who was in Heaven and would not stop eating.

"So Penelope, why did you trick us?" Sly asked.

"Well you see…..the costume was only meant for one competition." She replied.

"What?"

"You see, when I was much younger it had always been my dream to take part in the ACES competition. But I couldn't."

"Why not?" Sly questioned.

"I'm a female. Women aren't allowed to take part in the dogfights. So I devised a plan to get myself into the competition. I would pose as a new pilot in the area; the Black Baron. The costume fooled the judges so I got in to the dogfights. I never expected to win, so when I did, I found myself with celebrity status and I needed to put the costume on more and more often. I have been wearing the suit so long it had become a sort of second life for me." Penelope answered.

As she talked Sly couldn't help but notice that she kept glancing at his arms and chest and, occasionally, his groin region. Was she…checking him out? No of course not, he was just imagining it. Then before he ask anything else Bentley spoke. "So Penelope, with the Black Baron out of the picture would consider joining our gang?" He asked.

"Of course! I was hoping you would ask." She replied with a huge smile.

"Now you guys must be tired after this long day and good meal, I'll show you to your rooms."

As she got up from the table, Sly noticed her chest. How could have missed it before? Penelope had the best looking chest Sly had ever seen, she even surpassed Carmelita and that is saying something. He quickly stopped staring and got up from the table. Penelope led them down a wide corridor. Murray's room was first, he went straight into it and flopped on the bed which creaked under his weight. "He might break that bed you know." Sly whispered to Penelope who giggled.

"Don't worry I can replace it."

Bentley room was next and then the Guru's. After Sly had bid them goodnight, he turned to Penelope. "Well then I take my room is just round the corner Penelope?" He asked.

"Actually Sly I wanted to ask you something." She said.

He was intrigued, "Fire away." He replied with a smile.

She giggled again, the sound was strangely intoxicating to Sly. "Well….I was wondering if you…." She blushed.

Sly had a feeling where this was going but he wanted to hear the rest before he put a definite on it. "If you wanted to…sleep with me?" Penelope went bright red as she finished but did not break eye contact with Sly.

He also blushed, his mating instincts were rising, "Well….I suppose I can."

Penelope grinned wider than she ever had before, "Thank you Sly." Then before he knew what was happening Penelope leaned in and kissed him full force. Sly's eyes widened in shock, then almost instantly he closed his eyes and kissed her back. He then felt Penelope's tongue move around his closed lips looking for an entrance, he obliged and opened his mouth onto Penelope's. Things became much warmer, wetter and more intense. Sly's instincts were screaming at him to mate her right there and then, but the part of his brain which was still in control knew that would be a bad idea. Penelope pulled away panting and still a bit red. "That…..was(pant)amazing Sly. I've been wanting to do that ever since I first saw you."

Sly looked her in the eye, "Penelope, I think I'm falling for you." He said in a husky voice. He then put a hand on her right breast and groped it. Penelope groaned. Then she pulled away.

"We can't stay here. Follow me handsome." She said the last part seductively.

Sly followed, practically drooling. He knew tonight would be the night he would lose his virginity. He had been planning to save his first time for Carmelita, but since she was gone and he not likely to see her again, he made his choice. He also felt a great deal of affection for Penelope. Whenever he looked at her he felt very warm inside, it is true, he was falling for her. Penelope walked in a very sexy slow motion walk. Swinging her hips from side to side and glancing back at him. She giggled when she saw his lustful face. Then she reached a door and turned the handle and beckoned him inside. They were in the master bedroom, a huge double bed was waiting for them in the centre, and there were candles lit beside it. Penelope locked the door and put the key in a drawer. Sly was distracted by the size of the room, then Penelope grabbed his arm, turned him towards her and smashed her lips ferociously against his. Sly was again taken off guard but this time he did not object. Their tongues battled with each other for dominance, Sly and Penelope were completely under the control of their instincts. He picked her up without breaking the kiss and carried her over to the bed. He set her down broke the kiss, he leaned over her, they were sweating and panting already. Penelope put a hand up and stroked Sly's face, "You are such a good kisser do you know that?" she stated.

She gently pushed Sly off her and sat on her knees. She took her glasses off and placed them on the bedside table. Sly stared at her, she was so beautiful with her glasses on but when she took them off a goddess was shown. He then ripped his top off and pounced on her. She giggled and looked up at him, and stared at his chest, he did have a very buff body from all the climbing. She started to caress his chest while simultaneously drooling. Then she started to take her clothes off, Sly helped her gently. Then he practically ripped her bra off and stared. Her D cup breasts bounced free in the cool air. Sly looked at her and then put his face straight on her right breast. He put his lips around the nipple and sucked. Penelope groaned in pleasure pushed his head down futher. "Oh Sly…."

He sucked as if he were trying to draw out milk, then he latched onto the other on while fondling her other breast with his hand. He then let go of her breast and kissed her. After about a minute they broke apart, "Have you..(pant)..mated before Sly?"

"…(huff)…no…you are my first."

Penelope smiled, "I am so glad to hear that, you're my first too."

That warmed Sly's heart when he heard that. He was a very lucky Racoon to have meet such a special person. "Penelope I need to taste you." He said with raspy tone.

Penelope's smile turned seductive, "Go ahead baby."

Sly dove down to her underwear and slowly pulled them off. He gazed at her amazing jewel, a jewel that no one had ever touched except her and now he was going to make that jewel his own. He leaned forward and gave her a slight lick. Penelope gasped, "Do that again!" she moaned.

Sly then flicked his tongue over her clit, if it was one he knew females hated, it was teasing. Penelope moaned again, "Please don't stop Sly. Lick me! Lick my pussy until I cum!" she begged.

Sly obliged and attack her wet entrance with his tongue. He stuck it in her vaginal tunnel and swirled it around, damn she tasted good! Penelope groaned and moaned louder. Sly picked up the pace licked faster and harder. "Oh-oh Sly! I-I'm gonna….AAAAHHHH!"

Penelope screamed in pleasure as she had her first orgasm. Her walls clenched Sly's tongue as he licked faster and faster. Then her juices came all over his tongue and nose, he continued to lick and slurp it all up. He looked at her when he finished the last of her cum, she was panting hard. "You taste so good babe." He said seductively.

She blushed and then looked at him hungrily, "My turn now baby. Get your back on this bed!" She ordered.

Sly obeyed the command instantly and lay down on the bed. Penelope rolled onto and slowly lowered herself to his pants. She looked up at him innocently as she slid them off and his seven inch cock sprang forth, painfully erect. Penelope was drooling over it, Sly wasn't really surprised. He had read in a biology book that his cock was twice the size as a normal one and even Penelope who hadn't even seen a cock before knew that it was not average size. She flicked the helmet with her tongue and Sly groaned. She liked the taste and she wanted more, she licked the whole length of his cock up and down. "Oh this feels so good." Sly thought, "I didn't know a blowjob would feel this pleasurable I don't think it can any be-

Sly's train of thought was cut when he felt Penelope engulf the whole of his cock into her warm mouth. He groaned her name as she tried to get the whole length in her mouth. She then took her mouth off his cock which was pulsing like mad, "You like that don't you?" She said innocently, as she slowly stroked him.

Sly just groaned again. Penelope smiled, "Then you'll probably love this."

She then engulfed his length again and started to bob her head up and down rapidly. "Penelope….you are…..fucking amazing!" Sly moaned.

She grinned around his cock and increased the pace. Sly continued to moan louder and louder. He had a swelling sensation in his ballsack, he was getting close. "Penelope I-I'm gonna cum soon…oh."

She didn't back off, she went even faster. Then she took the whole down her throat right to the base and licked his sack. This was too much for Sly, he moaned her name again as he shot his sticky load down her throat. Penelope gladly drank it all up, but some leaked from her mouth onto her cheeks. Once she finished looked up at Sly, took some of the excess sunk and rubbed it all over her tits. Sly then flipped her over on the bed so he was above her. Despite all they had just done they still a bit nervous about the main event. Penelope looked at Sly, "Sly I….I um."

"Penelope if you're not ready then that is fine." Sly said stroking her cheek lovingly, "I can wait all my life for you."

Penelope shed a tear, he said that with so much meaning. "No I'm ready Sly. Just…..take it slow at first."

Sly looked into her eyes, "If it hurts too much you tell me and we will stop. I don't want to hurt you."

Penelope kissed him gently, "You can never hurt me. Let's do it."

As she said that she spread her legs open for him. He was entranced by her beauty. He slowly positioned himself at her opening, looked her in the eyes and pushed in slowly. Penelope winced as her tunnel was stretched by Sly's amazing rod. After Sly was about five centimetres in he hit a barrier. Penelope gasped as he prodded against it. Sly looked at her worryingly, they both knew that the wall must be broken. Penelope nodded at Sly slowly. He pulled so just the tip of his helmet was still inside, she braced herself by clinging onto his strong shoulders. He kissed her gently then sharply thrust in, breaking her barrier. Penelope squealed in pain and Sly stopped straight away. "Oh god! I'm so sorry Penelope. I'll pull out."

"No don't." she replied painfully, "Just…just give me a minute to adjust."

After a few minutes she spoke, "Okay. Start slow."

Sly slowly thrust in and out of heavenly tunnel, his instincts were screaming to pound her silly, but Sly loved her and didn't want to hurt her and so he repressed his instincts. After a minute Penelope spoke, "Go a little faster please."

Sly picked up the pace a fraction. Her walls were clenching down on him so it was a little hard. "Go harder."

Sly put a little more force in his thrusts for her. He could tell she was getting used to it. Now the pain had disappeared and Penelope wanted to experience a full night of pleasure. "Go faster and harder Sly!" she moaned.

Their instinct had now taken control over them again. Sly pounded away into Penelope relentlessly. Her tunnel felt so good, they had lost their virginity together and they were now pounding at each other with lust. "Fuck me harder Sly! Fuck me until I can take no more!" She screamed.

He pounded into her with all his strength and lust. He growled as he neared his end. "Penelope I'm gonna pull out."

She grabbed his head, "Don't you dare Sly. I want you to come in me."

"But you'll get-

"I want to Sly, I want you to make me pregnant. I want to bear your children and be the mother of your cubs. Please cum in me!" She moaned.

Then she pulled his head to her lips and they locked in another tongue battle while pounding the hell out of each other. Sly broke the kiss and continued to growl as he neared the biggest orgasm of his life. "Come on baby! Come on you sexy racoon let me know how it feels to be full."

Those words did for Sly. He roared her name as he pounded into her with all his might.

"PENELOPE!"

"SLY!"

He shot a cannon load of sperm into her womb. Ropes after ropes of thick hot cum splashed into her. Penelope walls clenched around his cock as she showered his balls with her juices. Her walls continue to milk his cock. After five minutes of intense squirting, Sly pulled his cock out of Penelope with a pop and flopped beside her. They panted and huffed. They looked at each other and shared a passionate kiss. Once they broke apart they climbed under the quilt and cradled each other. Sly looked lovingly at Penelope, "I love you Pen."

"I love you too Sly."

He put his hand on her stomach, "I am overjoyed that we did this together. It was a very special first time for me."

"And me also Sly." She replied.

She put her hand on top of Sly's on her stomach, "Our children will be beautiful." She said.

"Just as beautiful as their mother." Sly added.

Penelope giggled. Then they slowly fell into blissful sleep, safe in each others arms.

Well there you go. My first Lemon.

I always did like those two and I thought they'd be a great couple.

If you liked it please review and please no flames, this is my first lemon so take it easy on me.

Peace out

The ilIuminati