Baloo gently caressed the sides of her face and then leaned in and gave her a deep tender kiss. She closed her eyes and Baloo hugged her large form.

Baloo: Rebecca... I love you. No matter what your size and shape is.

Rebecca smiled.

Rebecca: Oh, Baloo... But, do you still think i'm sexy? I mean, look at me. I'm huge!

Baloo: I do, Becky. I don't really have a preferred body type. I'm pretty sure i like 'em all. And i must say: I've never seen a woman so... big. I like it.

As he said this, he squeezed and caressed all around the sides of her body, then squeeze her breasts, which had become even bigger since she grew fat. Milk squirted out and onto his hands. She gave out a soft moan. Baloo's penis started twitching.

Rebecca: Mmmmmmm... You've certainly convinced me. But what about you, Kit? Do you still like me like this?

Kit: I still you're totally hot, Miss Rebecca! Do you like us like this?

Rebecca: Like i said, I really liked Baloo's size. And now he looks even yummier. And so do you.

Rebecca suddenly kissed him hungrily while squeezing his big belly. Her kiss then turned into a french kiss while she gently stroked his penis.

Rebecca: You wanna... do something naughty to me?

Kit: Can i... kiss your boobs?

Rebecca: Of course you can, Kit. Milk is good for a growing boy.

She raised up her huge breasts and Kit started sucking on her left one, drinking milk from it.

Rebecca: Mmmmmmyes… Drink, little one. Drink as much as you like.

Baloo watched with fascination and licked his lips.

Rebecca: Come on, honey-bear. Don’t just stand there. Have some yourself.

She bounced her other breast in her hand, milk already slowly leaking out of it.

Baloo: Don’t mind if I do.

He started hungrily drinking milk from her right nipple, occasionally running his tongue along her areola. He also squeezed, caressed and lifted her massive breast with both hands, feeling its weight. It was far bigger than his head. Both Baloo and Kit were starting to grow even fatter.

Rebecca: Ooooh you boys were really thirsty, weren't you? The attention you're giving to my breasts feels so good. You're like two huge babies right now. Feed from me. I can feel you two growing fatter from my milk.

She was hugging them both as they suckled on her huge breasts. She moved her hands to their bellies and caressed and jiggled them from their sides. They were now fatter than she was by about a quarter.

Rebecca: Wait! Stop. You'll drink more later. Right now... i want you two to make me fatter.

Baloo: How are we supposed to do that. Me and Kit don't have that... magic thing.

Rebecca: Your... seed... should do the trick.

Baloo: My... our... You want us to...

Rebecca: I want you... both of you... to fuck me. Hard... and deeeeeep. I want your huge cocks stretching my pussy... and my ass. I want you to release your semen into my well-used holes and fill me up. I want your thick, hot, cock-cream sloshing inside me, making me even fatter. Fuck me.

Baloo and Kit were now wide-eyed, their cocks hard-as-diamond, twitching and leaking precum.

Baloo: Y-yes, ma'am!

Rebecca: Wait.

She squeezed her breasts. She aimed the resulting milk stream at their crotches, drenching their cocks and balls with milk.

Rebecca: Should make things easier. Proceed.

She lifted up her belly. Baloo quickly grabbed his cock and shoved it into Rebecca's pussy. He took a step a step forward and grabbed her thighs. She was still light enough for him to lift her up. He inserted his cock a bit more than half-way inside and it was already against her cervix.

Rebecca: Oh! So big! Ah... Easy, there, Baloo. I'm not used to your size. Or mine.

He gently but deeply thrust into her stretched, wet pussy.

Rebecca: Kit, come here. I think your father is struggling with my weight. Get behind me and grab my thighs, will you?

He did so. He was now seeing her pussy stretched out by his dad's huge cock and her big, round ass jiggling. He stared mesmerized.

Rebecca: Oh, and while you're there... put it in me.

Kit: Put my... pee-pee... in your butt?

Rebecca: Yes, Kit. Put your big cock in my fat ass.

He took his cock with one hand and guided it to her ass-hole then gently slid it inside. It felt so tight. It felt heavenly.

Rebecca: Oh, my! You're as big as your dad! Go easy on me for now, boys.

They slowly thrust into her. At a few intervals she whispered: "Harder"; They gradually picked up speed until they were both thrusting as fast and as deep as possible. Baloo couldn't help kissing her hungrily. They were soon french-kissing. Baloo's cock and balls were wet and dripping with Rebecca's pussy juice on them. They were both leaking lots precum, wetting their penises and testicles with it. Their fat bodies were covered in sweat, jiggling, pressed against each other and rubbing against each other.

Rebecca: Oh! Yes! Yes! Fuck me, boys!

They fucked her ass and pussy hard and deep, while they were all breathing heavily, overcome with lust. Then after a few moments, Baloo and Kit ejaculated almost simultaneously. They came harder then they ever did before, both in terms of volume and intensity. Every squirt of semen was a wave of pleasure more intense and wonderful than anything they had ever experienced. Rebecca was growing fatter. She soon became fat enough that they couldn't hold her up. Her rolls of fat were starting to cover those of the boys'. But right now, her belly was the biggest and roundest thing in the room. She already orgasmed twice during the thrusting, but the rush of cum and the two's final, violent thrusts made her squirt again. It pooled underneath her, alongside huge amounts of cum and precum.

They all felt light-headed and spent. It was absolute bliss.