It was early in the morning, and Max the Husky had just woken up to play with his newest sex toy, an inflatable pooltoy in the shape of a feral Gray Wolf. Standing almost three feet tall and equipped with a thick seven inch cock, Max's Big Bad Wolf brand toy helped rid him of his morning wood and allowed him to focus on the day ahead.

The Wolf wasn't Max's first pooltoy though, as that honor went to his Red Rocket Red Fox that sat mostly unused, collecting dust in the corner of his room. Unlike his new Wolf, Max's Fox stood under two feet tall, and possessed only a relatively thin five inch shaft, even smaller than Max's own six inch dick. Max had purchased the Fox when he first became curious about using inflatables for sex, and since he was inexperienced at the time, he picked the Red Fox for it's smaller sized package.

Once Max had taken the Fox's cock for a few months, he felt like he was ready to try something bigger, and picked up a Wolf pooltoy with a larger shaft to fit his new experience level. Since purchasing the Wolf, Max found that his new toy gave him much more pleasure than his old one, only going back to the Fox from time to time to remind himself of how far he'd come. The Red Fox's shaft barely pleased him anymore, even with it's knot embedded inside him, after he had been stretched for weeks with his new Wolf's fat seven inch dick.

Getting himself up on the bed, Max laid the Wolf upon it's back, straddling it, and letting his six inch member rest against the pooltoy's longer, thicker seven inch dick. Pressing his weight down on the Wolf's erection, Max humped his toy for a moment, enjoying the feeling of latex against his skin, especially against his cock. As Max positioned the tip of the Wolf's shaft between his ass cheeks, the Fox in the corner watched in dismay.

There was a time when Max was so tight that the Fox's dick stretched him out, but as Max lowered himself easily down onto the Wolf's bigger erection, and almost as easily took his knot, the Fox felt his stomach churn. The smaller pooltoy had to watch every day as Max had his ass widened more and more by the Wolf's thicker, longer shaft, and he could feel it too. Every time Max rode the Fox, his ass felt looser than the last, and it took longer for him to cum. At this rate, the Fox was afraid he wouldn't be able to please Max at all as he watched him bob up and down on the Wolf's cock, taking the knot into his ass over and over again until he climaxed far sooner than he ever did with the Fox these days.

As the sun began to rise, Max finished cleaning the Wolf and sat him on his bed, proceeding to get himself dressed. Once he was ready, Max gave the Wolf a kiss on the cheek, and groped it's erection before heading out the door, and into the city for work. For a moment all was silent within the room, but before long the Wolf turned it's head toward the Fox, with a grin forming on it's face. "Hey Fox, enjoyed the show this morning like usual?" The Wolf spoke, but the Fox remained silent, making the Wolf's grin grow only wider. "You don't have to speak, I know you love the way I spread Max's ass. You love the way I spread it wider than you ever could."

The Fox didn't move at first, but it's expression grew sad, and it's head slowly turned down to look shamefully at the floor. "I know Max likes you more, okay? You don't have to rub it in all the time. It's bad enough that he hardly rides me anymore. I want to feel his ass around my cock, but all he ever does is ride you." The Wolf laughed, and jumped down from the bed onto the floor, his fat shaft and round balls bounced back and forth as he stepped toward the Fox. "He's getting looser all the time, you know? He'll never feel tight to you again with that little dick of yours, not after taking my big shaft so many times."

The Wolf kept grinning as he loomed over the Fox, who was cowering in the corner of the room. "You know, I have an idea, Fox. We both know Max doesn't need you anymore, so why don't we put your air to better use, and help me give him more pleasure than ever before?" The Fox quivered, looking up fearfully at the Wolf. "What do you mean?" The Wolf pointed with one of his front paws down to the tip of his girthy erection, where a small plug was located. "I want you to blow me up, Fox. Make me bigger with all of your air so I can fill Max's ass even more."

The Fox cringed. "Blow you up with my air? Why would I do that? If I get deflated, Max might never let me fuck him again. I'd never agree to that!" The Wolf tsked, suddenly stepping forward, pushing the Fox's head down, and standing over him so that the tip of his seven inch erection poked his nose. "This isn't about you Fox, it's about Max. You know you can hardly please him anymore, but if you give your air to me, I can make him feel amazing. You wouldn't want to miss an opportunity to make him happy, would you Fox? Or are you more selfish than I thought?"

The Fox whimpered as he struggled with his thoughts. Wolf was right, and he knew it. Eventually Max would be too loose to ever enjoy riding him again, and he would end up standing in this corner forever. Maybe Wolf had the right idea. At least a part of him could make Max feel good. Even if he were to deflate, he could at least take some satisfaction from that. The Fox sighed deeply, and reached a paw up to the plug on the end of the Wolf's dick. "Fine, I'll do it for Max."

The Wolf's grin grew even larger as the Fox popped open the plug on his shaft, the soft hiss of escaping air lasted only a brief second before it was silenced by the Fox's mouth that enveloped the Wolf's thick erection. The Wolf reached down to the Fox's head, pushing it back onto his latex length, making a squeaking, stretching sound as the Fox's mouth and throat were forced to take it all in. "Alright Fox, now get blowing. Let's see how much you have to give."

The Fox hesitated, but blew the first long breath of air out of his body, and into the Wolf's shaft. The Wolf's body creaked, and squeaked as he grew slowly bigger. Not only was his package swelling, but so was the rest of him, as his legs filled out, his belly plumped up, and his chest bulged outward. The Wolf groaned in pleasure as the Fox breathed into him once more, his body chirred as his dick grew from seven inches to eight, becoming thicker, and stretching the Fox's throat wider as the smaller pooltoy's own cock deflated, shrinking from five inches to four, while losing thickness all the while.

Another breath saw the Fox's muscles begin to shrink, as the Wolf's body groaned, becoming larger, and more muscular, filling out every nook and cranny of his form with added bulk, as he grew well past three feet in height. The next breath saw the Wolf's balls drop lower as they were filled with more air, swelling outward, growing bigger and bigger while the Fox's own balls only shrunk, becoming less and less impressive. The Wolf let his tongue hang from his mouth as the Fox blew into his erection once more, making it grow from eight inches to nine, adding even more girth to it's already impressive form, stealing more air from the Fox's shaft that shrunk from four inches to three, robbing it of thickness as it grew even thinner and meeker.

As the Fox huffed and puffed, his whole body shrank. His muscles deflated slowly, and he began to grow frail while in return the Wolf's body squeaked and shuddered, his muscles growing larger and stronger, while his entire form grew taller and wider. Even the Wolf's fangs seemed to grow longer as the Fox continued breathing into him, making his balls fuller, and his belly bigger. While the Wolf's fat erection creaked and grew from nine inches to ten, stretching out the Fox's throat even more, the smaller pooltoy's thin cock deflated once again, reducing from three inches to two, as his body began to grow limp, becoming dwarfed by the over-inflated Wolf towering above it.

By now the Wolf was easily four feet tall as the Fox who's throat was stretched tightly around his huge shaft breathed into him once more. The Wolf's body stretched and groaned as it swelled outward still, growing taller, thicker, stronger. His balls ballooned outward, looking more fitting for a horse than a wolf, as his shaft did the same, growing from ten inches to an incredibly fat eleven inches in length that stretched the latex of the Fox's throat so thin that you could see it from the outside. Meanwhile, the Fox had almost completely deflated, losing all of his muscular definition, and all but one inch of his shaft, making him a shell of his former self. The Fox's balls were nearly gone, as was the rest of his air, but he knew he couldn't turn back now, and so he huffed one last time, breathing his last breath into the large Wolf above him.

The Wolf howled as he expanded one last time, creaking and groaning as his cock grew past twelve inches in length, swelling to an incredible thickness as his whole body grew bigger. His balls bulged outward, his belly strained at the seams, all of his muscles cracked with newfound size and strength while the Fox fully deflated around his phallus. The smaller pooltoy looked like an condom stretched around the Wolf's shaft, with it's tip jammed deep into his belly after how much the Fox had shrank. Reaching down, the Wolf grasped what was left of him, pulling him off with a bit of effort, and tossing him carelessly onto the floor. The plug on Wolf's dick hissed as air slowly leaked from it once more, but the Wolf didn't close it right away, instead he sat himself down in front of the Fox's nose, pressing his now over foot long erection down onto the deflated pooltoy's snout.

"Take a good whiff Fox." The Wolf smiled cruelly down as air continued to leak from the tip of his huge cock resting between the Fox's eyes. "Your air is all mine now, just like Max. You aren't getting either of them back. Ever." With a sense of finality, the Wolf reached down and closed his cock plug, leaving the room in silence as he stood back up on all fours, and trotted triumphantly over to the bed, his immensely enlarged dick and balls bobbing to and fro. After jumping onto the bed, the now much larger Wolf grinned down at his deflated friend, who could do nothing more than look helplessly up at him. "If you thought Max was loose before, just wait til' I fuck him tonight! Gahahahah!"

Later that day, when the sun began to set, Max returned to his home after work. Normally he was too tired at the end of the day to play with his toy, but when he opened the door to his room, and saw what was waiting for him, he quickly got undressed, and climbed into bed with his bigger than usual Wolf. Amazed at the change in size, Max ran his hands all over the Wolf's bulging body, his muscular chest, neck, and legs, his round, taunt belly, his amazingly full balls, and of course, his more than twelve inch long knotted erection.

Max wasn't sure how his toy had suddenly gotten bigger, but he certainly wasn't complaining. Picking up the bigger Wolf, Max laid him on his back, and straddled him as he always did, his own six inch erection rubbing up against the Wolf's now foot long latex phallus. Max looked down between his arms as he humped the Wolf's huge shaft, making a squeaking sound with each thrust as he pressed his full weight down on him.

The Fox looked on glumly as Max sat himself up, struggling to position the tip of the Wolf's giant member between his well rounded butt cheeks. As Max slowly sunk himself down onto the first few inches of the Wolf's enlarged erection, the Fox watched his ass stretch to accommodate it's immense girth. Every inch spread him wider, and wider, until Max was being stretched as much as when the Fox had knotted him before, but he hadn't even taken half of the Wolf's dick inside of him, let alone the gargantuan knot at the bottom.

The Fox cringed as Max sunk even further down onto the Wolf's fat shaft, the sound of flesh stretching to accommodate inflated latex growing louder. Creaks and groans echoed through the room as inch after inch of the Wolf's phallus spread, and stretched Max's ass to new dimensions, the kinds of which the Fox knew he could never achieve, but the Wolf wasn't done yet. The Fox squirmed as the Wolf's thick dick visibly loosened Max's ass more and more with every inch he took in, splitting him wide open, pressing heavily against his prostate, and causing a thick bead of pre to spurt from the tip of his shaft as he could feel the Wolf's gigantic knot press against his round backside.

Max sat his full weight down on the Wolf's bulbous knot, making it creak and chirr as his cheeks slowly spread to accommodate it. The Fox watched helplessly as Max gradually began to swallow the immense knot of the Wolf's phallus. Every squeak, every groan saw Max's ass grow looser and looser before the Fox's eyes, as he lowered himself bit by bit over the Wolf's titanic knot. The Fox's ears twitched at each and every audible stretch of Max's ass from the Wolf's gigantic knot spreading it wider and making it looser, bringing it closer to being ruined for his tiny little cock.

Then with one loud, final squeak that echoed throughout the room, the Wolf's massive knot popped into Max's ass, stretching him far beyond anything he had imagined, and making him cum even harder than he had this morning. While ropes of Max's seed spurted all over his pooltoy's chest, the Wolf turned his head to sneer down at the Fox, who knew the deed had been done. Just taking the Wolf's monster cock inside him was enough to make Max cum instantly. Even if he was re-inflated, the Fox knew his thin little five inch dick wouldn't be enough to please Max now, no matter how long he fucked him.