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As often as Carl got laid at the gym, he actually never considered going there specifically for sex. It always seemed to just happen to him, and in fact, it interrupted his exercise regimen considerably. But it wasn't like he could just refuse a good time when the opportunity was presented, and that was why when the black bear with the blue eyes put her paw on his shoulder and asked if he'd spot for her, he both knew precisely what he was getting into, and did nothing to avoid it.

To be fair to Carl, whose interests consisted of mostly booty by a wide margin, the bear was everything he loved. She was stout, wide-hipped and stacked, with a generous behind. Her being older (and probably a MILF, which Carl assumed from her personality) added to her appeal. Her name, as she told him while she put some weights on her bar, was Farrah.

"That's a nice name," he said with a smile, and he introduced himself. Then Farrah eased back onto the bench, and Carl did his best not to look at her breasts held taut in a royal blue sports bra.

"Huh, you don't look like any Carl I've ever seen," Farrah said, gripping the bar. "Then again, I haven't met a rat in a good five years. Especially not a white one!"

Carl smiled modestly and curled his whip tail around his ankle. "We can be a little uncommon, yeah."

It excited Carl when Farrah started to lift. She was lifting only fifty pounds, but she made it look easy - for good reason, he thought, because bears were powerful creatures. It began to seem to him, as Farrah pumped, that his only duty was to stand with his crotch close to her face. That Farrah was often looking at his thick package (even though it was held fairly loosely by his shorts) couldn't have been a coincidence.

"You come here often, sweetie?"

Carl snapped out of his self-indulgent trance. He smiled dimly. "Yyyes. I try to, anyway."

The bear laughed. "I know the feeling! With a salon to run and a teenage son to take care of, oh, it seems like everything wants to keep me out of shape. Unless that shape happens to be a pear!" Suddenly she slotted the bar, startling Carl. "So, uh, guess I didn't need you. Sorry."

"Oh, hey," he scoffed, affecting as casual a tone as he could. "I don't mind the company," he added, trying then to not sound sappy. "I'd ask you to join me for something else, bu-u-ut it's not everyone's cup of tea."

Still on her back, Farrah grinned up at Carl and clasped her paws over her belly. Her sticky jowls only just came apart to show her teeth before she suggestively purred, "Ooh yeah? And what might that be, sugar?"

Perverted thoughts flourished in Carl's head, goaded by her receptive tone. He suppressed them before his erection could make a surprise appearance, and he rocked on his heels, trying to recall what he actually wanted to tell the bear. It came to him, but not before he looked like a fool. "Wrestling!" he triumphantly declared. "Uh, sparring. You know, friendly stuff, no tap-out macho crap, just--."

"Oh, wrasslin'! Yeah!" Farrah gushed, delighted. She sat up in a flash and hopped to her feet, the quickness making her breasts heave. "I used to love wrestling in high school, let's do it!"

Carl bore the distinct feeling that he was in way over his head, but he led Farrah off to the ring. It was in the open and surrounded by training apparatus, some of which were in use, though most weren't. When the rat and the bear squared off, however, a fair amount of attention came to them. It was generally accepted that when Carl entered the ring, a live sex show was sure to follow.

The bear elected not to wear any safety gear, and Carl went similarly bare, going so far as to shed his beater too. Smiling slyly, he patiently said, "If I get too rough, let me know."

"Yeah, yeah, sure," snorted Farrah, waving him off. "Come on now, baby," she laughed, "let's wrassle!"

Even as much as he sparred with women, Carl was a too polite to strike first; but the black bear had no such compunctions. She bounced toward him, quickly closing the gap, and clutched his upper flanks in her big paws. Carl had a horrible realization: he became fully aware of the strength in her paws and the weight behind them, and though he made a good effort when he tried to break her loose, it made no difference when she hoisted him under the armpits and threw him onto the mat.

Carl bounced on the ring floor and wheezed, causing the small - but steadily growing - crowd to wince with sympathy. Farrah laughed in good-hearted fun and pounced, making Carl squeak and flinch.

"I gotcha now!" she barked, pinning him down with the bulk of her body. She smooched his nose firmly.

In spite of a stupid grin, Carl blurted, "This isn't how you wrestle!"

"Maybe not how you wrassle," she said with insistent pronunciation, "but I had three brothers." Those in the crowd who didn't know how Carl's fights usually ended began to drift away when they saw there wasn't much of a fight.

Carl, always a good sport, returned the kiss with some shyness. "Aw, you're cu-u-ute," the bear giggled, wiggling her tail. "All shy and shit! So cute."

"I'm told that from time to time," the rat modestly replied.

Farrah, sniggering, tickled under Carl's chin and said, "Well, y'know, if you're not gonna wrassle me, I guess that means I won. What do I get, huh?"

With the pretty bear already showing an awful lot of coyness as far as Carl was concerned, he decided it was booty or bust. He made such a ridiculous offer that he could have shrugged it off as a joke if she balked. "Actually," he quite officiously began with a smile to match, "you get to sit on my face."

It took Farrah just a few seconds to start giggling, and she flushed warmly enough that Carl felt it on her cheek. "Oh my god, that's rotten. Was that the whole point from the get-go?" Carl started to say something and the bear severely warned, "And don't you lie to me. I'm a mom who raised a girl to adulthood, I could find work as a polygraph machine."

Carl's reply ended up being a squeak. He stared at the bear's cold eyes, eventually answering with a timid smile, "Yes. I'm sorry. I was bad, ma'am." There was no snideness in his tone. It was pure submission.

"Yes. You were," Farrah huffed. She nipped his cheek and yanked on a whisker, the sharp pain from which made Carl gasp. "And for that little bit of naughtiness, you-u-u," she relished in dragging out the tension, "are gonna ge-e-et..."

"Geh--, get what?" Carl squeaked.

"Deprived of air!" she cackled. "At least for a little while. Don't you move!"

When Farrah rolled off of Carl and tugged down her gym shorts, the crowd started to grow again, of course consisting mostly of men. There were utterances about the MILF herself, and more than a few jealous mentions of Carl's luck. Carl was, of course, just being an obedient boy and a graceful loser.

Without gym shorts to get in the way (and demonstrating succinctly that she hadn't been wearing panties), Farrah growled, "Y'know, I like boys like you."

"Oh--, oh yeah?" said Carl, trying to sound casual. He wasn't having much luck.

Suddenly Farrah clamped her tough paw around the rodent's package, and when she squeezed, the rat groaned and bucked, also arching his spine. The bear tittered wildly and started to knead, grinding the heel of her palm on the broad head of Carl's meat. "Ye-e-eah. You told me exactly what you wanted. Everybody's always so concerned with being coy. Coy was fine when I was sixteen, now I just want it all out in the open!"

Carl started to say something, but Farrah cut him off with a smooch. "Nuh-uh - don't you say another word, cutiepie." Though she kept her grip on Carl's penis, she yanked downward too, roughly and awkwardly stroking him and tugging his shorts down in the same gesture. Again the rat crooned, this time as his swollen shaft popped out from under his waistband. It wagged so sharply that it slapped against his belly, and it slung a stripe of pre across his navel.

Finally the mama bear got to the part Carl had been dying for. She scooted up as close as she could and pivoted on her knee, throwing a leg over him. The round shapes of her sweaty ass cheeks hung above his snout, but not for long. Exhibiting no unwanted finesse, she dropped her big ass and parted her cheeks with Carl's long snout.

Gliding on the pretty bear's sheen of sweat, Carl's muzzle slipped easily into her furry ass crack. The rat groaned in exquisite delight, and he grabbed her hips in his fleshy palms. Her landing wasn't quite accurate, but good enough; Carl nosed into the pucker of her anus. As soon as he did, Farrah arched her back and outright - and adorably - squeaked. "Ah! Ooh, you don't mess around, huh?" she laughed, closing her paw around his cock again. Allowed to touch the bare flesh this time around, she blatantly savored its impressive dimensions as she stroked and rubbed.

Pre oozed into the bear's paw and Carl loved her touch, but his passion lie in where his face was situated. The feeling of her warm sweat soaking into his fur was as lovely as the scent and the swell of her pucker, and he took in as much of it all as he could. In between sniffs of her delicate anal musk, he lapped from the bottom of her pussylips to the ring of her asshole, slathering the taint in between with equal love. Her big ass demanded his worship, and that was what he aimed to give it. Of course, when the bear hunkered down and gulped his dick into her mouth, he shuddered.

At the edge of the ring, a twenty-something cougar working at the gym turned to his manager. "Um, hey, dude-sir," he mumbled, "are we supposed to stop 'em?"

"Shut up," the manager, a badger with ear studs, grunted. "Carl bagged a good one this time, she's hot as fuck."

"Oh. Well, I dunno," said the cougar, tail flicking. "I kinda like the rat more..."

Farrah stroked down, then up Carl's thigh and grabbed him by his balls. Carl being a rodent left him a big, plush sack, and Farrah loved how it felt in her paw. She kneaded and rolled them as fondly as she gulped and bobbed, dragging her sticky jowls up and down his shaft. Meanwhile, at the other end, her puckered asshole winked against Carl's nostrils. That it was so swollen suggested a fondness for anal sex, and the detail wasn't lost on Carl.

Carl's toes curled and his tail slapped repetitiously on the mat. He fondled the black bear's big cheeks in broad strokes, and he pushed his nose so firmly into her anus that he started to penetrate her with it.

Abruptly, Farrah popped open her blue eyes and caught herself blushing like a schoolgirl. She pulled off of the rat's cock, leaving it caked in slobber and throbbing in the cool air. "Uh, hey there," she giggled, raising her ass a few inches. "If you're gonna stick something in there, how about this?" she offered, batting his penis like a cat toy, making it wag side to side.

The rat didn't make a sound, but the manager had something to say when Farrah made herself prone on all-fours and perked out her thick, black ass. "Oh, shit. Women like her are why I put up with people like you." The cougar seemed particularly hurt.

When Carl slid his meat into the crack of the bear's ass, he did so not with the intent to fuck her, but to grind between her cheeks. As he did exactly that, he squeezed her full cheeks from the sides and pressed them inward, making Farrah's crack a very snug passage. The bear couldn't help herself. She laughed and looked back at him, grinning. "What is it with you boys always wanting to do that?"

Before Carl could state the obvious, someone else did: "'Cause you got a nice ass, baby!"

"What he said," Carl sheepishly agreed. He rubbed along her cheeks and then over her back, finding her soft black fur wonderful on his skin. His cock throbbed, oozing pre into the crack of her ass. Clearly Carl enjoyed her warm body against all of his flesh.

Farrah, rumbling luridly, bucked against the rodent and startled him. He flopped over top of her and put his hands on the mat, but when she laughed, he joined in. Smiling back at the rat again and gently laying her paw over one of his groping hands, she cooed, "Doin' okay back there, Carl?"

Again, someone in the crowd interjected. "This is cute and all," they blurted, "but fuck her already!"

"Yeah! Butt fuck her already!" Laughter around the ring. Farrah blushed, and Carl snickered.

"You heard 'em," the bear cooed, shrugging.

Carl kept grinding, but he angled his hips. Through a little persistence and a lot of rubbing, he pushed his blunt, slick tip into the puffy pucker of her anus, and from there he pushed forward. Just as soon as the supple ring spread around his cock, Carl shuddered in bliss. His long and ropey tail swatted against the mat and he huffed on her cute ears.

"Ooh. Gawd," Farrah winced, curling her toes. She stayed tight no matter how much she tried to relax, but to hear Carl coo and moan gratified her. She reached up and felt around the side of his head, rubbing his ear and down his long snout. "You're doing good, cutie."

Hoping to spice up his entry, Carl gyrated the rest of the way into Farrah, stretching her in new ways which made her gasp and arch her spine. The delicately-furred lips of her muff leaked a little sticky wetness, but it was the incredible warmth of her mound in general which Carl noted as his balls came to rest on it. He unnecessarily gasped, "Damn, you're so hot. I can feel it."

"Mmhmm," Farrah purred, still rubbing down his muzzle. "Go ahead, screw my fat butt."

Carl started to hump, pushing his slim hips against the wide, soft curves of Farrah's behind. Her thick flesh rippled under the fur. She pulled him down by his ear, a gentle tug but not one to be ignored, and when she had him cheek to cheek, she turned her head and smooched him.

Just what Farrah was hoping to inspire happened: Carl met her halfway by smooching back. She took advantage of his kiss when she slipped her tongue past his lips. The feeling of so much thick tongue in his maw left Carl cooing, but his grinding began to falter. Farrah jumpstarted him when she bucked her fine ass back, smashing her pliable cheeks into his hips. The rat squeaked, and this proved very amusing to some of those watching the show.

The mama bear's shove spurred Carl back into action - perhaps a bit too much of it as far as she was concerned. He moved with such energy that his hips caused a noticeable, repetitive thud on her fat ass, and his balls swung against her pussylips with every hump. Even in the grip of her sports bra, her generous jugs bounced. She groaned in pleasure and a dash of pain, but she kept slathering the inside of the rat's maw with her tongue. The kiss had become her focus.

But while Farrah could kiss and do little else, Carl was spoiled for choices and he tried to have all of them at once. Even as he fucked the MILF's snug ass, he reached up under her and grabbed her tits, alternating his one free hand across her thick breasts. He squeezed them, denting their fatty flesh, and in return Farrah groaned like a whore. Quite zealously, he hooked his thumb under the bottom edge of the bra and pulled it up, letting her tits flop out and breathe. They dangled as a forty-something mother's breasts were apt to do, but the shapes were still pleasing to the male eyes around the ring, and Carl was delighted by how they felt in his soft hands.

More wetness wept from between Farrah's loins. It drizzled out of her, sticking to Carl's scrotum like saliva. She eased her knees further apart and gave the rat's sack more room to spank her cunt, and that was just what it did. Suddenly the rodent shifted over top of her, scooting up closer and spreading his legs around her wide ass. The view his new position gave of the penetration was unprecedented, as was the new vigor he went at her with. Finally Farrah broke off the kiss to moan and puff.

"Aw, gawd, you know I'm not gonna be able to sit my butt down for a long time...!" she gasped, biting her thick jowl afterward. She whined, but showed a toothy grin on the corners of her snout.

"Yuh--, you can--," Carl breathlessly bleated, taking his other mitt off the ring floor to cup both jugs. Farrah didn't mind his weight at all. "You can just keep me around," he managed to say, still pounding away. "Just sit on me!"

Off to the side, the gay cougar busied himself by blowing his manager, sucking the burly creature's thick badger meat with much enthusiasm. There were similar displays from the others: a blowjob here; a mutual handjob there; and one young wolf was getting his asshole ruthlessly tongued by the sissy fox at his back. Carl and Farrah had inspired all of them, but they didn't notice; and had they done so, it wasn't likely that they would have cared. Carl fucked the pretty bear like an animal, and Farrah took it with only mild composure.

Everything Carl started to do pointed to his orgasm. His heaving breath, frantic bucking and tensing muscles betrayed him. The way his balls tightened up was harder to feel, but it was present. His telegraphing only gave the bear a moment or two of fair warning, however, and he erupted like a geyser in spite of his ongoing bucks. He pumped the MILF full of his rat spunk, smearing it all around her soft walls with his continued grinding. He brayed in release and squeezed her tightly around the middle, knowing her stout body could handle it.

Though Farrah was a more reserved, she still groaned through clenched jaws and raked her claws across the mat, denting it. She reached around her belly to rub Carl's wrists, and she cooed, "Good for you, hot stuff? Hm?"

"Ooh, yeah," Carl exhaled, a big and dumb smile on his face. "God, yes."

The bear eased onto her belly and Carl, not minding a bit, fell on top of her. The rat became aware of the sucking and fucking going on around the ring and he sheepishly said into the bear's ear, "This seems to happen whenever I exercise..."