Rocket sat on her bed, his eyes wide and mouth-watering as he watched her strip. Her soft flesh becoming more and more exposed as she slid off her shirt and jeans, her cheeks red as she slowly teased her bra straps down off her shoulders. Rocket's breathing quickened as he watched, his cock hard in his boxers, already leaking precum onto the soft fabric.

"I've," she paused, looking at the ground, "Never done this before."

Rocket swallowed thick, finding it hard to talk, "That's ok, I uh, I haven't done this for a long time."

She looked at him shyly, "I don't want to disappoint you."

He felt a sharp pain in his chest, "Oh Max," he whispered, ushering her to come closer to him. She sat on her knees before him, his hands caressing her face as he stared into her bright green eyes, "You'd never disappoint me, I love you."

Max smiled and pushed into his hand, "I love you too, Rocket."

He smiled before pressing a kiss onto her forehead, "I'll try to be as gentle as I can and if you want me to stop just tell me and I will."

"Ok," she responded as she got onto the bed, Rocket climbing on top of her and straddling her waist as he leaned down to kiss her.

Max moaned into the kiss as Rocket cupped her cheeks, his claws resting against her jaw before slowly trailing down her neck. He pulled away and started to kiss down her cheeks, then onto her neck, and then her chest. He looked up at her, waiting for her to give him an indication to continue.

"Rocket, please," she whispered, her cheeks flushed red.

"Please what, Max?"

"I," she breathed, "I want more, please."

He smiled and placed a kiss onto her breast before pushing her bra down to expose her plump breasts. He stared down at them, his mouth watering as her nipples hardened in the cool air. He reached down and placed his hands on them, filling his hands as much as he could before starting to knead them. His cock twitched as he heard her moan, her eyes fluttering shut as her head fell back.

"Rocket," she purred as she gripped the sheets.

Rocket let out a shaky breath, he wasn't going to last long, he could tell. He was already grinding his hips against her belly, a soft growl admitting from the back of his throat as he rocked his hips against her. Max ran her hands over his belly and chest, his fur caressing her fingers as she ran then down and pulled at his jeans. Rocket stood and began to take off his jeans while Max pulled off her bra and tossed it to the floor. Rocket hesitated when he got to his boxers, nervous at how Max will react to seeing his cock.

"Rocket, you ok?" She questioned as she rested her hands on his hips, thumbs placed in the waistband of his boxers but not daring to pull it down yet.

"Y-Yeah, I'm fine, just a little nervous if I'm bein' honest," he laughed nervously.

She smiled and kissed his cheek, "I'm glad I'm not the only one, don't worry, I'm not going to judge."

Rocket bit his lip, his shoulders tensing as she began to slowly pull down his boxers, "O-Ok..."

His cock bounced out and slapped his belly, it was wet with precum and the tip glistened as more emerged from its confinements. Max blushed as she stared at it, it was human, a part of her thanked his creator for it as she ran her hand over it. Rocket gasped and thrust his hips into her hand.

"F-Fuck, sorry, I, it's, uh, it's been a while, l-like I said earlier," he muttered, his hands gripping the sheets as she ran her finger over his slit, he hissed in pleasure at the contact.

She smiled, "It's alright, Rocket, this night is as much about you as it is for me."

She began to move her hand up and down his cock, occasionally stopping at his head so she could play with the slit.

Rocket whimpered, "Max, fuck, stop," he gasped, "I'm so close, you need to stop."

Max pulled away reluctantly, watching in satisfaction as Rocket gasped for air.

"Fuck, Maxie, you sure you're a virgin?" He panted.

Her cheeks darkened from the compliment, "I'm pretty sure."

He chuckled before pulling her into a kiss, "I uh, better get started."

She tensed as he pushed her back, his hands on her thighs, pushing them open so he could look at her clothed womanhood. She bit her lip, her panties were plain, nothing cute or sexy about them. Her mind raised with what Rocket would think, what if her privates grossed him out, they seemed normal to her but maybe she was wrong.

"I'm sorry," she murmured, causing Rocket to look up, "I'm sorry their so, you know, plain."

Rocket scuffed, "Why're you apologizin'? They're perfect," he purred before pulling them off.

He stared down at her womanhood, it was perfect, just the right amount of hair for him. He licked his lips hungrily before looking up at Max, her hands covering her face as she looked away.

"Maxie," he whispered, "You're perfect," he began to kiss her thigh, "So beautiful," he kissed her womanhood, causing her to gasp, "And sweet," his tongue began to delve into her, "And fuck, you taste so good."

Max moaned as she arched her back, one hand covering her mouth as the other gripped his fur. Rocket pulled away so he could grasp her hand that covered her mouth.

"No, Maxie, don't do that, I want to hear you," he whispered before going back to licking her.

He moaned against her clit as he lapped up her juices, she tasted and smelled so much better than he ever imagined. She was so sweet, he couldn't stop licking over her hole, trying to get as much of her juices as possible. His tongue probed her as his left hand held onto hers, squeezing it tightly as she started to rock her hips.

"Fuck, Rocket!" Max gasped as she pushed up against him.

Rocket chuckled before reluctantly pulling away, licking his lips clean of her juices, "Are you ready for more?"

She panted as she stared at him, "Yes, fuck yes, Rocket, please, give it to me."

He shivered as he heard her whisper such filthy things to him, "Fuck, alright, I'll go slow," he murmured as he grabbed his cock and ran the tip over her soaking wet pussy. "Have you ever touched yourself before?"

She nodded, "Yes, I," she paused as she looked away from him, "I used to think about you when I did it."

Rocket moaned at the thought of her fingering while thinking about him. He wondered when she had done it if she had done it in the shower or waited until late at night to do it. God, the thought of her touching herself in the next room over to him while he slept made his cock twitch.

"Fuck, Maxie, that's... Holy shit... I'm uh, I'm glad I'm not the only one."

She could've came right then just from his words, the thought of him touching himself to the thought of her caused her to shiver. He pushed his cockhead slowly into her hole, she gasped as he stretched her.

"Shh, shh, it's ok Max, the pain will go away soon," he soothed before pushing in more.

Max bit her lip as he stretched her, he may have been average in length but he was quite large in girth. Once he was fully in her she let out a sigh of relief, Rocket kissed her belly and rubbed her hip as he praised her for doing so well. It was so hard not to move, she was so tight and warm he had to control himself from thrusting into her without abandon.

"Rocket, you can move now," she whispered, her hand tightening onto his.

"Alright Maxie, alright, just tell me if anything hurts," he replied before slowly pulling out before pushing back in.

Max whimpered, closing her eyes as a mixture of pleasure and pain coursed through her. She ground her hips against him, tightening her walls as she tried to chase the pleasure. Rocket gasped as she tightened around him, his hand gripping her hip as he quickened his pace.

Max whimpered as her head fell back, "Fuck, Rocket, Rocket please!"

He whimpered, "Max, fuck, Maxie, you feel so fucking good."

She wrapped her legs around him, trying to pull him even closer, now nothing but pleasure coursing through her veins. Rocket was so close, he was embarrassed about how close he was. He needed her to cum, he reached down and ran his fingers over her clit, rubbing it hard and fast as he pounded into her.

"Fuck, Rocket!" She cried out as her back arched, "Fuck, fuck, Rocket, please, oh god, please!"

"Fuck, Max, I'm close!"

Max tightened her legs even tighter around him, keeping him from pulling out, "Fuck, Rocket, please, please, please baby, give it to me, please, cum inside of me!"

That was it, that was what finally broke him. He cried out her name as he came deep within her, his seed covering her pulsating walls. The feeling of his fingers on her clit and becoming full of his seed was enough for her to cum as well. Her walls tightening onto Rocket's oversensitive cock as she cums, she cries his name over and over again until she finally reaches her end.

They panted as their afterglows washed over them, Rocket's head resting on her belly as she unwrapped her legs from around him. Rocket's fur was wet with sweat and cum, he pulled out of her slowly and watched as his cum slipped from her. He shivered as he watched, cock twitching as the rest of his seed dripped onto the sheets. He looked up at Max, she was laying on the pillow with her arm draped over her forehead. Rocket smiled as he watched her chest slowly rise and fall, sweat glistening off of her breasts in the light of the lamp.

He crawled up to her and placed a kiss on her cheek, "You alright?"

She hummed and smiled as she looked up at him, "Yeah, I'm ok, what about you?"

He chuckled, "I'm fine, you were amazing."

"So were you," she whispered before leaning up to kiss him, "I love you, Rocket."

He smiled, "I love you too, Max."

She petted the fur on his cheek before sitting up and hopping off the bed, "Alright, I gotta go take a leak, I'll be back though."

Rocket chuckled as he rested his head on her pillow, "I'll be here."