The plump tanuki sat in a reclined beach chair, tucked in the corner of the pool room. He wore no shorts, but had a towel wrapped around his waiste and another draped over his sizeable sac which rested before him on the chair. His soft, bulbous belly sat comfortably in his lap. The fact that he was late-middle aged was apparent: he was content to simply sit and snooze.

A mother rabbit enterend the pool room with her son. She laid her belongings - a paperback, a pair of sunglasses, and a cell phone - on one of the small, available tables. She had just started to settle into a chair when her son raised a complaint: he didn't have his beachball. She asked him where he had left it, and he said he didn't know. She sighed, rose from her chair and spoke.

"Sir, could you watch him for a bit? I'll only be a moment."

He opened an eye as the woman walked through the door. The boy stood near his chair, and he got a good look at him. He appeared to be seven or eight, and the majority of his fur was a near-black gray. There were patches of white on his face and down his chest. His swimming trunks were yellow with soft white flowers stenciled on.

"Lost your ball, huh?"

The boy nodded slightly.

"Ah."

He scratched at the towel between his legs.

"They can be a pain sometimes."

The boy looked down at the towel.

"Do you play with them?"

The tanuki started.

"Pardon?"

The rabbit gestured between the elder's legs, and the tanuki's face flushed a little.

"Well... sometimes, I guess, but...."

"Can I?"

His face was bright red now, and he looked around the room - there was nobody else there. He lowered his voice a bit.

"Uh... a little, I suppose...."

The boy reached under the towel, placed a hand on one of the basketball-sized orbs, and squeezed gently.

"It's warm...."

"Not too much, now, your mum will be...."

The rabbit slid his other hand under the towel and squeezed the other orb. The tanuki shifted a bit in his seat.

"Oooh...." 

The boy kneaded gently.

"They're so soft...."

He pushed the towel up and saw what they were. He blushed slightly and pulled his hands back.

"Please, you don't need to stop."

He gently took one of the rabbit's hands and placed it back on his sac.

"I really don't mind."

The hands returned, hesitantly at first, and kept on kneading. The boy slid a hand under one and shifted it. The tanuki sighed deeply.

"How did they get so big?"

"Dunno. That's just how they grew."

He nudged the orb back into place.

"Will mine be this big?"

The tanuki exhaled.

"Dunno."

A tent had started to form in the towel.

"I... is that...?"

The man took another quick glance at the doors.

"Yup."

They were still alone.

"Do me a favor?"

The rabbit looked up at him.

"Pull the towel away for me."

The boy grabbed a corner and pulled it to the floor. The man's member stood at an angle from underneath his belly, the head barely exposed beneath the wrinkled skin.

"Give it a kiss."

The blushing rabbit looked back up at the tanuki.

"Go on - a quick smooch won't hurt."

The rabbit leaned forward, his hands on the man's legs, and pressed his lips against the tip. He pulled back quickly, and his lips came away a bit sticky.

"How did it taste?"

His tongue poked out a bit.

"... Kind of... salty, I guess."

He was still blushing.

"Well, go on."

The rabbit looked confused.

"Try a little more."

The boy leaned forward, and again his lips pressed against the head. The tanuki placed a hand on the side of the boy's head and rubbed at the base of an ear. 

"More...."

He opened his mouth, and let it slide slowly into his maw. The tanuki grunted. The head sat on the boy's sticky tongue. The man put his other hand on the other side of the Rabbit's head. He gently kneaded both ears.

"A bit more..."

The boy was now on the chair, sprawled over the tanuki's lap. He leaned forward a bit more, and covered a couple more inches. The tanuki laid his head back against the chair and groaned.

"More."

The rabbit made an "Mmmh" sound. He didn't think any more would fit. The man's fingers shifted, and gently gripped the back of his head.

"Here...."

The tanuki pulled the rabbit's head farther into his lap. The boy's eyes went a bit wide, and he grunted again.

"Try to breathe through your nose, now...." 

The rabbit made a half-gurgle noise as the cock slid into his throat.


"That's it...."

The boy's lips finally pressed against the base. He gagged repeatedly into the man's cock, and the tanuki could feel his quick, hot breath play against his underbelly. 

"Urrgh... we're goanna have to make this quick...."

He panted heavily as he let the boy slowly pull away. When he had just pulled back into the rabbit's mouth, he pressed him into his lap again: he groaned lewdly whenever the boy tried to swallow. Back and forth, in and out, the tanuki kept a tight but gentle grip on the rabbit's head. It seemed he couldn't get used to breathing through his nose, and he only managed a quick breath whenever the thick cock slipped out of his throat.

"Don't worry, I'm nearly there...."

The boy's hands, which had been on the tanuki's legs, shifted. They were now pressed firmly into each of the massive orbs.

"Careful, now, we don't want too much...."

The ache in his balls grew infinitely deeper as the rabbit's hands played into his sensitive flesh.

"Oh god...."

He pressed the boy's face deep into his lap and held him there. He leaned his head back again, and his toes curled tightly as the boy continued to press firmly into his sac.

"Oh GOD!"

He erupted into the little rabbit, one thick rope after another gushed violently down the boy's throat. The boy's stomach was filled instantly, and he felt fuller than full. He groaned into the tanuki's lap as his stomach began to stretch. He was slowly lifted off of the chair as he grew, and he put his feet on the ground to steady himself. 

The tanuki kept his grip on the rabbit's head, and thrust deeper into his throat. After a few moments, he felt the boy's distended stomach press against his legs. He looked down. Since the rabbit's face was buried under his belly, all he could see was the boy's back. His bloated stomach had spread far past his sides and rolled over the tanuki's legs. 

As the rabbit ballooned in the chair before him, his orgasm carried on as hard as ever. Of each massive rope that forced its way into the boy, a gratuitous amount of cum managed to escape past the rabbit's lips and flow down the tanuki's legs. As he watched, a pair of bloated love handles formed on the boy's sides. They  swelled quickly and spread over his lower back, which quckly losts its definition. 

The rabbit's toes barely touched the ground now, and his arms and legs had started to swell. As they fill out, he couldn't keep his legs straight any longer: they slid outward and slightly back, and his weight was transitioned to the chair. The chair tilted forward under him, and the tanuki now had to put his own feet on the floor for balance.

His arms were so bloated that he couldn't keep them beneath him. They slowly forced themselves outward into the air, and his swollen body rolled forward into he tanuki's lap. 

The tanuki had stood now, and leaned forward into the rabbit's oblate, massive body. His arms were wrapped down over the boy's sides as he thrust into the rabbit's throat. Copious amounts of cum poureddown his sac and splattered the floor.

The rabbit gurgled away into the tanuki's cock as his body slowly became more sphereical. The bloated rings that were his arms slowly stretched to meet the curve of his body. The tanuki could feel the taut sphere press past the boy's face and push against him: the rabbit's head was being swallowed. 

The massive orgasm finally eased up. He pulled out of the rabbit's mouth, and a spout of cum shot out of his lips. The boy closed his mouth as best he could, but the sticky seed still drizzled down his chin. His face was barely visible now, though his cheeks had swollen with the flesh that threatened to swallow his head. His ears were splayed down in front of his face, and covered his eyes. 

His fingers and bloated hands wiggled in a vain attempt to move. 

The tanuki panted heavily. He reached down and patted the rabbit's cheek. 

"That's a good boy."

The towel around his waiste fell to the floor. He straitened up, took his cock in his hand, and ran it slowly across the rabbit's cheek. A film of seed matted the boy's fur. He checked the door again, then reached his other hand in next to the boy's sunken head. He managed to get his fingers to slide between the swollen flesh and a cheek.

"One more, since you played nice...."

With his head still pressed againt the boy's bloated face, he started to stroke his shaft. He picked up speed, and his sticky foreskin made slick, lewd noises. After a few moments he peaked, and one, two, then three heavy ropes squelched over the boy's closed eye and down his cheek.

***

The middle-aged tanuki checked out of the motel. He carried a single suitcase and walked gingerly as he nursed two heavily aching balls. He left the lobby, and passed the mother in the parking lot. She didn't seem to notice him. He had just turned out of the lot when the mother opened the door...

"Sorry, hun, I searched the whole room before I realized it was in the...."

...and noticed an enormous, spherical rabbit bobbing in the pool.