"Mmmmmmm, your love-juices taste so good. Yours is so thick and creamy and salty, Baloo. And yours is so sweet, Kit. That was yummy." Rebecca said to the father and son she just finished orally pleasuring. She smacked her lips and wiped off a bit of cum that landed on her cheek from Kit's cock. Kit and Baloo stood in front of Rebecca, panting, their cocks drained, their seed hungrily devoured by the lusty woman, feeling absolute content. Baloo, wanting to show his appreciation towards Rebecca's work, carressed her neck and the side of her face. She enjoyed the gesture and leaned her face into his paw, closing her eyes. She then got up and gave Baloo a hug, which he returned. Baloo gave her a long and tender kiss, followed by a short nose-rub and two more short kisses. She hugged Baloo even tighter.

"Baloo, dear?" Rebecca softly asked.

"Yes, Becky?" Baloo replied.

"Do you think that was too much? Too... slutty of me?" she asked timidly.

"No. I was kinda weirded out at first. But... after that... i think i love you even more." Baloo said, after which he kissed her again and pressed his cheek against hers.

"I just... had this desire for Kit. A very strong, innapropriate one. And i thought i would act it out on both him and you at once. I wanted... I guess i could call it "your blessing". And i wanted this to be a bonding moment for all three of us. I'd be lying if i say i didn't feel a bit guilty for having such... strange thoughts about your son. Really wasn't sure how you would react. Still, i felt like i couldn't take it anymore. I simply went with it. I let you both know how i felt. But i'm happy that you liked it." Rebecca said.

"You got nothin' to worry about, honey. That felt amazing. Right, Kit?"Baloo asked.

"That felt awesome! Can we... do it again, Miss Rebecca? Please?" Kit expressed his appreciation and desire.

Watching the two of them kiss and cuddle made Kit's little penis become erect again. He felt ready for another go. Perhaps even two.

"Such an eager little boy! Of course, Kit! But first... let's take things slow. Let's give Baloo here some time to recover.

She ran her hands along his large, round belly and moobs, then along his back and big ass. Baloo held her tight, her ample bossom pressed against his chest. He felt her breasts rise and lower with her heavy breathing. His hands went from the top of her back to her bottom. His hands reached her big round ass, which he then started carressing and groping, squeezing her suple buns together and pulling them slightly apart. They kissed the entire time. Baloo started kissing and gently biting on her neck. It drove her wild. Baloo's long, fat cock had started hardening once more, but was stopped from rising up fully. It touched her pussy and ass as it rose. The shaft was now slightly nestled between her ass-cheeks and the glans was slightly above them. Rebecca started kissing and sucking on his fat moobs.

"I wanna go further with you two." Rebecca said, seductively looking up at Baloo during a pause in her moob-sucking.

"Oh? Oh my... What are you gonna do to me and my poor innocent boy, you lusty ravenous man-eater?" Baloo responded softly, playfully feigning concern.

She saw Kit standing there looking at them while looking to her side. His tiny cock was rock hard. He was waiting patiently to feel Rebecca's touch.

"Well, first i'm going to give Kit some kisses. Come here, Kit." Rebecca said.

He walked over to her. She pulled him closer and started kissing him. He closed his eyes and returned the kiss as she took off his cap and put her hand on the back of his head, running her fingers through it. Her other hand was rubbing his back. She pressed him against her chest and he hugged her right back.

"Sorry, little one. Didn't mean to make you wait. I just... got a little carried away with your dad's sexy plump body." Rebecca said in between smooches.

"That's O.K., miss Rebecca." Kit said, breathing heavily from the attention he was getting.

"Just call me Rebecca. Or Becky." she said.

"O.K... Rebecca" he said with slight uncertainty.

Even after such intimacy, it would take a while for him to get used to adressing her informally.

His hands slowly moved from her back to her breasts. She encouraged him to "get a feel for them". He did, caressing, groping, pinching and finally kissing and sucking them after being told to do so by her.

"Mmmmm... I can't wait any longer. Let's move on to the next phase, boys." she moaned.

She say down on the edge of a sofa and spread her legs, revealing her wet pussy. She eagerly wanted to get fucked by that small boy. He looked eager to oblige. She patted her pussy with her right hand, making a "come here" gesture with the index finger and giving Kit a "bedroom eyes" expression.

"Come, child, Plunge your cute little cock inside my eager, moist womanhood." Rebecca said seductively.

Kit almost launched himself into her. He did not go in slowly, did not bother with foreplay. He immediately inserted his small, hard member into her wet pussy and started thrusting wildly into her.

"Oh, Kit! Yes! So eager! So rough! Fuck me! Hard! But don't squirt your cream just yet. I have more plans for us." Rebecca said.

Kit was holding on to her tightly while fucking. He completely gave himself over to instinct. The feeling he was getting from thrusting his pecker in and out of Rebecca's moist slit was overwhelming. His masturbation sessions could not compare to this. Nothing could. The rest of his body was pressed against that of rebecca. His head was between her breasts. He was breathing heavily, looking at her with eyes half-open, slowly closing and opening them, all the while thrusting like a boy possesed. Rebecca also loved every second of it. It's wasn't the size of his cock pounding her that was giving her so much pleasure. It was his sheer speed and force. It was also the thought that a small inexperienced boy was having sex with her for the first time. It did not take long for her to orgasm, her legs clenching up and her squirting her vaginal discharge on his crotch and genitals. Her moans and groans of pleasure increased in volume.

"Aaaaaah! Oh yes! Oh yes! Oooooooooooh..." she shouted as she came.

Kit, barely having any knowledge of sex before that day, and having never seen or felt a woman's orgasm, became worried at that moment. He wasn't sure what was happening to Rebecca. He dismounted her while she was still squirting and sat straight up in front of her.

"Are you okay, Miss, uh, Becky? Did i hurt you? I didn't mean to! I'm sorry!" Kit said with deep worry in his voice.

"Oh! Ah! Don't worry, Kit. It feels good. It feels sooooo good. Mmmmm... It's called an orgasm. You... you know how that white stuff shot out of you pee-pee when you rubbed it? And when i sucked on it? Felt good, didn't it? That's called an orgasm. Girls have orgasm too. They shoot out a different liquid. It feels good... oh, it feels like one of the most amazing things ever. You should be proud, kid. You made me feel so good, my pussy squirted." Rebecca said, trying to catch her breath after such an intense orgasm.

"Oh. OK. I thought that..." he said.

Baloo put a reasurring paw on Kit's shoulder at that moment. He found the situation a little amusing.

"That you hurt me? Oh no, dear. Your reaction to that is kinda cute. I've had many of those experiences. Like you, i often rub myself until i squirt. I also have them when having sex with your father. But rarely as much as i did now. Believe me, i would do that with you again. And again... and again... Speaking of which... Baloo? It's your turn. Get in here.

Baloo walked over to her pussy and placed his fat cock at the entrance. He rubbed his glans against the wet folds of her vagina for a few seconds before slowly penetrating it. He grabbed her thighs and slowly picked up the pace of his thrusting. His cock quickly became slick with her juices. It dripped down his balls and their movement caused the fluid to splash onto underside of the sofa and on the floor. He thrust for a while before Rebecca told him to move to the next step.

She switched positions. She kneeled down in front of the sofa. Her large, round ass was facing them. She wiggled it seductively before spreading her cheeks and revealing her somewhat puffy anus.

"I've prepared my ass for you boys" Rebecca said.

"Oh, yeah. Always a beautiful sight. It's been a long time since i've pounded that beautiful derriere of yours. It feels like we're being given a grand tour of your sexy bod."

"M-hhhhm... This is a special occasion, after all. Smallest goes first. Like what you see, kiddo? Wanna stick your pee-pee inside my big, round butt?"she said.

"I'd love to!" Kit said enthusiastically.

Rebecca put some lube on her anus and on her finger, which she proceeded to stick into her ass. It went in easily. Kit pressed the tip of his cock to her anus and slowly pushed forward. It went in without a problem. He quickly got balls deep inside her ass. He grabbed her buttocks and started groping and carressing them as he built up a rythm to his thrusting. He felt her big round ass-cheeks jiggle as he pounded her butt.

"Ooh, that feels nice. How do you like my butt, Kit?" she said.

"It feels really good, Rebecca! Nice and tight and warm." Kit said.

He kept thrusting for a while longer before Rebecca interrupted him.

"Now let your daddy get a turn in my butt." she said.

Kit dismounted and Baloo pressed his cock to her anus after lubing it up. His glans was bigger than the circumference of her anus by more than half.

"Yeeeeah... Put your fat cock inside my naughty ass, honey-bear." she said.

His monster of a cock went into her ass much slower. She always felt herself very stretched out when they did this together. Because of his size, she rarely did anal with him. Slowly, but surely, he got his cock inside her up the hilt and then very slowly built up speed with his thrusting. As baloo fucked her ass, she asked Kit to play with her pussy. She both told and showed him how to play with her clit. He rubbed it diligently. As Baloo fucked her faster and Kit kept rubbing, she felt another orgasm approaching. When she came, she squirted her orgasmic fluid onto his hand. He was curious about its taste and stuck his index finger in his mouth. Rebecca then took his hand and licked the rest of his fingers. Baloo then took his cock out of her and imediately spread her ass-cheeks wide, revealing her anus, now gaped open.

"Hey, Kit! Get a look at this! Aint't that just beautiful?" Baloo said.

"Oh yeah! Your butt looks even hotter, Rebecca!" Kit said.

"I'm glad you boys like it. Let's move on to the last part now. I think your poor, aching cocks deserve to cum too." Rebecca said.

She told Kit to lie down on the floor. She kneeled down and took his cock in her pussy. She then told Baloo to fuck her ass, which he gladly did.

"Don't hold back boys. Fuck me as hard and as fast and as deep as you like. Shoot your hot cock-milk inside my ravenous holes. I'm all yours now. My body will alawys be available for you sexy boys to have your way with." she encouraged them.

They both pistoned inside her holes, all three of them surrendering to ecstasy. Kit ran his hands along her thighs and her belly. She ran her slim hands on the front of the boy's body. Baloo grabbed her breasts and started squeezing them and softly pinching her nipples.. She turned her head around to kiss him. Their wet tongues quickly reached out to each other and touched slowly and intimately. The cocks of both boys leaked precum as they ravaged the sexy bear-woman's holes. She orgasmed three times before they did. When they were almost done, Kit's crotch was absolutely drenched in Rebecca's pussy juice. Father and son both felt the cum-loads building up in their cock, threatening to shoot out at any minute.

Kit came first and harder than ever beforen quickly filling up her pussy and running down his cock and balls and mixing with Rebecca's juices. Baloo followed suit just a few seconds afterwards. He came much, much more, filling her ass so much that her belly was visibly getting larger. She had never felt the pressure of so much cum filling up her rectum. The discomfort she felt was easily eclipsed by pleasure and she had one final orgasm as her guts were being inflated by Baloo's furiously squirting cock. When Baloo was finally done cumming, Rebecca's belly looked like that of a 9 months pregnant woman. The legs of all three lovers trembled. They closed their eyes and stood there, basking in the afterglow for a good long time, a puddle of fluids growing underneath them.

When they finally got up, Kit asked to penetrate her anally again. Rebecca let him have another go at her ass. "The virility of youth", she thought. He fucked her ass until he ejaculated in it, his cum mixing with his dad's inside her ass.

That night, after some clean-up, all three slept in each other's arms in Baloo and Rebecca's double bed after some more snuggling and kissing.