Untitled Inside Out Lewd 3

>Fear sits in boredom, staring at the screen projecting Riley's dreams while on dream duty
>He doesn't mind, though, since everyone else has gone to bed
>Well, almost everyone...
>"Here's your warm cocoa," Bing Bong says, handing him a cup of hot chocolate with his snout and placing a warm blanket over his shoulders to make up for Minnesota's harsh winter
>"Thanks, Bing Bong."
>"Wait, who's that girl supposed to be?"
>"Oh, her? Her name's Meg. Riley met her today at hockey practice."
>"A... a new friend?" Bing Bong's eyes suddenly drift to the floor. "But... I thought I was her friend."
>"Now hang on. You still are her friend. She just found one a little more... close to her demographic."
>"I can't compete with that! Riley's gonna forget about me! I'm gonna be nothing more than old memory dust!"
>"Come on, Bing Bong. Get a hold of yourself Bing Bong! Don't you think you're overreacting?"
>"Heh. Coming from the guy who's scared of his own shadow."
>"Only when it's dark out!"
>Bing Bong wants to say something, but nothing comes to his head
>Instead, he silently pulls a seat next to Fear and slumps solemnly
>"Easy for you to say," Bing Bong murmurs. "You're here in headquarters. You've got everything going for you up here. You'll always be here for Riley."
>"And you are too."
>Fear takes hold of Bing Bong's hands, smiling at him until the depressed elephant finally looks him in the eye
>Bing Bong blushes bashfully
>"But..." he starts, "...what am I supposed to do?"
>"Be there for Riley whenever she needs you, and tomorrow, she'll need you to fly that rocket to China and back."
>Trying to hold back kitkats from popping out of his eyes, he smiles at Fear as wide as he can
>"You've always been here for me too."
>The two smile at each other, staring the other in the eye
>Fear's heart is beating in anxiety and anticipation
>He's never been part of a situation like this before
>What should he do?
>Disgust would know how to handle this
>Maybe he should go get--
>Before he knows what's happening, though, Bing Bong leans forward and gently presses his lips to Fear's
>Fear trembles, but Bing Bong holds him still, removing his urge to shake away
>Running his fingers down Fear's neck, he tilts his head and opens his mouth, just to have them return back to Fear's lips
>Barely breaking the kiss, Fear whispers, "Bing Bong, I don't know if we should--"
>"Yeah, we should."
>Without contest, Bing Bong returns to sensually kissing the timid emotion
>Fear then begins to return the kiss, reaching his arm shakily around the elephant's shoulder
>With his eyes closed, he doesn't move from that position until--
>"Bing Bong! What are you doing?"
>Looking down, Fear sees his bottom three buttons on his shirt out of their holes
>"What do you mean?"
>"I mean..." Fear looks around everywhere to make sure no one is spying. "What if we get caught?"
>"Fear," Bing Bong says, placing his hand on Fear's shoulder, "I'm a horny elephant. I'll let 'em join in if they want."
>"...That's so like you."
>Surprising them both, Fear leans forward and presses their mouths together again, this time undoing the buttons to his shirt
>As soon as he reaches his tie, he quickly undoes it and attempts to throw it to the floor
>Bing Bong, however, catches it in midair and uses it to pull Fear's neck in forward for another quick kiss
>"Am I doing good so far?" Fear asks nervously as soon as the kiss breaks
>"Take your pants off."
>Nearly jumping off his chair, Fear gets up and begins to unzip his zipper, just to get slapped in the butt with his own coiled up bow tie
>"Oh, so we're seeing which one is going to be the dominant one now?" Fear asks, looking back at the imaginary friend with a smile
>Then, painfully slowly, Fear begins to slide his pants and underwear down to his ankles, projecting his skinny butt cheeks into Bing Bong's eyes
>All Bing Bong can do, however, is stare... while his dong expands.