A/N: Before I kick this chapter off, I would like to talk this opportunity to say that I had a lot of help with writing this chapter. Since it's the holidays, with New Years and Christmas, I've not really got the chance to work on anything. So I asked a good friend of mine, Harry Blackthorn, to write this chapter. Half of this chapter was edited and improved by me, the other is his. So thanks for the work, Harry!

CHRISTMAS EVE
TAIL'S WORKSHOP
10:34 A.M.

Amidst the gears turning and the fizzle from the blowtorch, the little fox was well at home among the many mechanical sounds that he had grown accustomed to. This yellow fox, so amazingly gifted with technical skills was now at the age of 14. He had grown up to be a fine young fox so far while his girlish voice that the others had made fun of had now turned into a more mature sound. He wore a red bandanna with a fox symbol on his head, allowing people to look into his turquoise colored eyes. He wore a sleeveless red vest and red sweatpants as he kneeled next to his bi-plane.

The cold didn't bother him, it rarely ever did. But there was one cold feeling in him that had been bothering him for 2 years. He couldn't deny the fact…that he was lonely. He was making ends meet at a side job. He lived in his warehouse and the money he was making wasn't good enough to buy new parts. From young Tail's perspective, his future was in serious financial jeopardy.

A familiar spiny blue hero had reminded Tails to branch out, saying that the cure to loneliness was finding a girlfriend. In the two-tailed kitsune's mind, that was easy for Sonic to say. Sonic was a womanizer who had left a trail of broken hearts behind him. Tails had a lot of opportunities to choose from. He tinkered with the nuts and bolts of the interior for his bi-plane as he pondered on the subject that had crossed his mind.

A/N: This takes place in a different setting. This has nothing to do with The Foxes Moment so it's a little different this time around.

There was Cream, Amy Rose, Rouge, Blaze, Fio-…Rouge. That was the one. The fox blushed and felt a tad aroused at the thought of her. He was not used to having any arousing or sexual feelings for anyone yet. But her curves…and her breasts…the foxes train of thought derailed as he lost focus, a knock on the door startling him. He sighed and put down his tools, standing up and walking to the door. Upon opening, he saw a set of luscious emerald eyes staring into his. Rouge the Bat was paying our two-tailed friend a visit.

"Hello, hon."

Tails blushed; she was wearing a jean jacket with a black tube-top and black sweatpants. He gazed down her body before smiling.

"Uhhh…hehehe, hi Rouge…" he said shyly.

The 19-year old seductive bat-girl smiled. "Mind if I come in? It's freezing out here."

Tails looked down at her nipples and he felt his nose start to tingle. Her nipples were erect from the coldness and he couldn't help but look.

"Tails?"

"Hmm?" he snapped out of his gaze and kept his eyes on Rouge's. "OHH! Umm of course! Come right in!"

"Thank you." Said Rouge as she entered and pecked the fox on the cheek.

He blushed and felt his cheek. Rouge had done the same thing to him before during a tournament and she used it to eliminate him. It wasn't the fondest of memories, but on occasion he still felt her glossy lipstick graze across his furry cheek. She removed her jacket and bet down to put down, showing off her ass to Tails that made the tingling in his nose start to trickle. Rouge looked up and gasped as she walked over to the table with a picture on the table. The picture showed a completely surprised Tails with Rouge kissing him.

"I remember this…" she said, with a giggle.

FLASHBACK
1 YEAR AGO
CHRISTMAS DAY
TAIL'S WORKSHOP

Tails, Knuckles, Fiona Fox, Amy Rose, Rouge, Shadow, and Sally all were inside the giant workshop that had a big, old fashioned Christmas tree in the middle of the room with a giant Platinum LCD 18-Inch Flat-Screen TV with a PS3, XBOX 360, and a Nintendo Wii on the bottom. Tails, Knuckles Shadow, and Amy were playing Rock Band and scoring well on the game. Sally sat small talking with Rouge and Fiona until the door opened suddenly. In stumbled a blue hedgehog with a bottle in his hand.

"Herro guys! Wha…wha's goin on, hic, guys?"

Tails paused the game and quickly went to Sonic. "Ohh great! Shadow would you please come and help him?"

Shadow walked over and picked up Sonic, whom kept a lively tune of an old Mo-Town song while Tails sighed and leaned against the wall. Sally, Fiona, and Rouge started giggling when they say this.

"Get a load of this…" said Fiona. "Look at Tails."

Sally looked over and covered her mouth keeping her giggle in. The two tailed kitsune…was standing right under missile toe. Fiona smirked and slid off her jacket, revealing her black pink heart jumpsuit, standing up.

"Watch this…" she said.

Sally sighed. "Rouge, you are so childish."

Rouge giggled and winked at both of them as she approached Tails. "Tails?"

Tails turned his head back to Rouge. "Yes Ro-"

The kitsune was silenced by the dazzling bat's lips as his fur stuck up and eyes widened. Everyone started whistling at this, Tails becoming very embarrassed and shying away immediately. Shadow couldn't help but take a picture of this.

END FLASHBACK

Tails blushed. "Y-ye…yeah me too."

The batgirl turned her head with an innocent, curious look. "Something the matter?"

Tails was staring at Rouge's ass, trying to ignore the tingling sensation in his nostrils. He reverted his gaze back to Rouge's eyes. "N-…No. Not at all. Just…I wasn't expecting company today. I don't really have the time to talk-"

Rouge pouted and walked over to our two-tailed friend, one of her fingers stayed under his chin. "Aw…not even for little ole' me?"

Tails blushed, she was awfully close this time and he began not only to feel the tingling sensation but he stepped back so that his now aroused stature wouldn't be noticed. He kept a nervous smile before rubbing the back of his head. The poor fox knew he was blushing, as well as the batgirl. She sat down and crossed her legs before looking at Tails. He turned his back and started to leave for the kitchen.

"Are you still angry at me?" she said.

The fox paused for a moment and turned his head slightly. "…"

Rouge sat up. "Tails…I'm sorry about what happened that year ok? I thought it would be a joke."

Tails sighed. Ohh Rouge…If only you could know how much I…what the hell am I thinking!? She's way older then me! What is she ever gonna see in a hopeless fox like me? "No Rouge…you don't have to be sorry. I just took it the wrong way."

"So you're not angry anymore?" she asked, a worried expression laid on her gorgeous face. She walked over and came very close to Tails, her hand on his firm chest.

Tails blushed and paused. GOD I CAN'T TAKE THIS ANYMORE! "I…uhh…umm…I'll be right back!"

The young kitsune raced upstairs and covered his bulging, aroused state with his hand as he closed the door behind him, jumping onto the bed and shoving his hand down his pants. He began pumping his cock fast in his hand as he leaned his head back with closed eyes, panting with his tongue hanging out his mouth. Rouge stood by the staircase, listening to the moans and she blushed at first.

What is that little fox up to...Rouge slowly walked up the hardwood stairs that gave off a small creak. She ignored this and came to the door where the moaning was coming from. She slowly opened the door and her eyes widened at the sight.

"Ohhh…annnh…Rouge…mmm…yeah, take it off…let me feel your body…all over and let me lick you…all over…"

Rouge blushed at this and cleared her thought, causing Tail's eyes to shoot open. He stared wide eyed at Rouge and quickly covered his penis.

"Rouge! Umm...I...I'm sorry I...I can explain!" The fox exclaimed, shutting his eyes and preparing for the worst.

There was a long awkward silence between the two as Rouge's open mouth slowly turned into a smile. She walked over to Tails and got onto her knees, looking at Tails.

"R-R...Rouge?"

"Shhh..." said the bat girl, her smile turning into a seductive smirk. She wasn't going to regret what she was about to do. She put her hand on the back of Tail's head and pressed her lips against his. Tails froze and his fur stood up on end, settling down as he kissed back to the beautiful bat-girl. "Let me help you with your situation, hun..."

LEMON ALERT!

Rouge smiled and kicked off her shoes and slid off her gloves, bending back and slowly sliding off her tubetop, Tail's nose now started to bleed by the huge sight in front of him. She giggled and put her hands on his shoulders, swaying side to side smoothly as she crouched down, stroking the kitsune's small but firm cock, bending down to very slowly glide her tongue across the kit's member. The batgirl slowly began to pump the foxes cock in her now gloveless hands.

"Annnhhh!" yelped the kit, moaning quietly as he looked down at Rouge. She then put the whole member into her mouth, sucking it clean with smooth movements that resembled a vaccum cleaner. "R-R-Ro...Rouge...gah! Ohhhhh...ohhhhh...mmmmannnn..."

"You never told me you masterbated..." said Rouge.

Tails gulped. "I-I-I...I was afraid to admit...I-I...I thought that...well...you wouldnt be my friend anymore."

Rouge giggled and kissed the foxes forehead, smiling. "I'll always be your friend, Tails...honey, you're the most adorable fox I've ever met!"

Tails slowly nodded his head and bucked his hips slightly in Rouge's tight grip. "But...what...what about Shadow? And Knuckles? ...or Sonic? Why-..."

The batgirl blushed. "An emo hedgehog, a gullable jerk, and an arragont rockstar, and a handsome kitsune. I'd take you over them anyday, Tails. For once, you treat me like I'm a human being. Everytime I go to play with them, their mind is ALWAYS in the gutter. All they want is sex, sex, sex, and constant sex. They don't even take the time to sit down and get to know me. You were diffrent...you treated me like a decent being and I'm very grateful for that hun."

Tails blushed. "Well...I guess you're right...but why...are you doing this Rouge?"

Rouge smirked and winked at Tails. "Well let's just say that I've had a little crush on you ever since I met you."

She then slipped his entire member into his mouth, causing Tail's to yowl to the ceiling and out instinct grabbing her head and began thrusting in her mouth. Rouge giggled and moaned at the sudden instinct and then just as Tails was about to release, she pulled away. Tail's pouted...until Rouge stood up and swayed her hips, sliding off her pants and bending down giving a clear view of her largely subtle breasts. She then turns around and grinds her body against his groin area before standing him up and tracing her fingers across his chest, sliding down his body and then back up teasingly. She sat down and Tails cock throbbed painfully from the arousing scene taking place in front of it's owner. Rouge motioned Tails over and he stood up, standing in front of Rouge as she slid off her bra and panties.

The sexy bat-girl slid Tails cock in between her breasts and put her hands on the side of them, rubbing them up and down on his dick as Rouge swirled her tongue around the foxes cock like a lollipop, sucking on the tip slowly. Tails moaned louder, he felt like the luckiest fox in the world! He felt his cock twitch ominously in between Rouge's tits. Rouge stopped moments before Tail's release causing the fox to, again, pout. Rouge giggled and whispered into the foxes ear. The two tailed kitsune blushed crimson red looking from his throbbing cock to Rouge's wet pussy. He gulped and took a deep breath, putting Rouge farther onto the bed and laid on top of her, holding her underneath and sliding into her juicy vagina with his member. They both moaned from the pleasuring sensation.

"MMMM!" moaned Rouge. "Ohhh godd please...ohhh Tails...faster!"

Tails obeys and timidly sped up in his thrusts. He felt her delicate legs wrap around his waist and her arms link around his neck as she kissed him softly, holding onto him as they moaned faster and louder, both continously moaning their names as they came closer and closer to their climax. Tails shifted his posistion and Rouge sat on his lap as she cuddled deeply into his shoulder. Tails fell back on the bed and panted, looking up at Rouge who was tracing his chest with her hand. Tails began going harder and faster as Rouge arched her back, the kit and the bat-girl's moans mixing togethor.

"T-T-TTTAAAAAIILLLLLSSSSSSSS!!!"

"R-RRRRRRROOOOUUUUUUUGGGGEEEEE!!!"

They screamed each other's names as they climaxed, Tails' seed poured into Rouge and some spilled out as well. The two collapsed on each other, sweating.

"Mmm...that was really good hunny." said the batgirl, rubbing the foxes cheeks and feeling his shoulder.

"I..." said Tails. "Wow...I've never came like that before."

"Neither have I..." panted Rouge.

Tails smiled and wrapped his arms around Rouge, staring into her eyes. "Rouge...your eyes sparkle brighter then any diamond in the world. I-I...I...I love you."

Rouge's eyes lit up and she immediatley nuzzled deeply into Tail's chest. "You do? I thought it was just me! I love you too!"

Tails smiled and kissed the batgirl's forehead, laying back on the pillow and holding his gorgeous new mate in his arms. Not only was he the luckiest fox in the world, now he knew for sure that he was definitley the happiest.

THE END