FSE

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The Clydesdale sat down gingerly at the Kushner family's kitchen table, feeling wary of the wooden chairs.

A quarter of the table away was a handsome young bear with a toothy grin just showing between his thick black jowls. He kicked the horse's shin playfully. "You look like you're gonna get sick. You all right?"

"It's fine," the stallion murmured, visibly embarrassed. He forced himself to straighten up, thinking of course a bear family would have sturdy furniture. You're a stupid horse, Benn.

The bear sat back, folding his arms over his slim, but noticeable belly. Benn fought not to wince when the back of the bear's chair creaked. "So, like, you hungry or anything? Mom left me some money." He nodded at a fairly crisp twenty on the kitchen table. "For pizza."

"Maybe later, Brett. I'm really not hungry," the horse said, shrugging. "It's only, what, four o'clock?"

"Uh-huh. Mom's gonna be out late." He bumped Benn's ankle again, but gently. His naked toes brushed the horse's fluffy, soft fetlocks and a wry smile tweaked his lips when Benn pulled back his leg. "You wanna go do somethin'?"

The stallion stood up, eager to get out of the chair. "Yeah. You said you have an Xbox, right?"

Brett walked ahead of Benn, pads whispering on the carpet and generous behind displayed in overly snug blue jeans. He looked over his shoulder when he came to his door in the hallway, searching briefly but knowingly for even a hint of lust on the horse's face. Benn's expression was either even, or a very good poker face, and the bear hopefully bet on the latter.

Just like his mother, Brett could be patient when it came to boys. At first he sat in his desk chair, the chubby stallion on the middle of the bed, controllers in their hands. For a little while Brett forgot he wanted to fuck in the first place, and there was a competitive air in the room. It turned out Brett had nothing on the horse.

"I figured you'd suck at this, nobody beats me at Tekken," the bear said in a playfully haughty tone. He got up and sat next to Benn, thigh to thigh, with a smirk on his face.

Benn chuckled. He threw back his head, getting his long chocolate hair out of his eyes. "Aw, it's nothing, though. I just play online a lot."

The black bear laughed. Paw on the bed behind the horse, he leaned over and peeked at Benn's person, once pulling out the neck of his shirt before the stallion pulled away and swatted his wrist. "I'm just checking to make sure you're not cheating somehow. Heck, you might even be a robot, I hear there's this club-."

"I'm kinda hungry now," Benn suddenly said, still grinning from swatting off the bear. He stood sharply and Brett fell into the spot he vacated.

Among the things Brett was grateful for was the fact that his new friend was wearing gym shorts. He caught sight of a heavy bounce through the fabric; he could recognize the distinctive heave of cock-and-balls in a jockstrap anywhere. As he slowly sat up, he considered making an extra sausage joke, but thought better of it and joined the horse. "All right," he easily said.

With his laptop, he sat on the bed and went through the menus. They picked their toppings by committee and Benn revealed his dad had given him a ten specifically so he could buy his own food. "Cool," Brett murmured, upping the size. "My mom can eat some later, then."

"Your mom seems pretty cool, with all that stuff you told me about the salon. You like doing hair?" Benn amicably asked, one knee on the bed.

Brett giggled. He milled around in his email now. "Yyyeah. It's pretty nice. I've done my mom's hair a couple times and she's super picky about how it looks..." He flitted his eyes at Benn. "I could do yours sometime."

The draft horse started to awkwardly agree when Brett pulled up a very suspect webpage. The stallion started to laugh just from the banner of the site. "Wait a sec-, um-, Stallion Stud Sluts? Hold on a second there, jeez!"

The video started and Benn watched the hardcore affections of two draft horses very much like himself for five seconds, give or take. Brett surreptitiously looked at his friend's shorts, and he was all but certain he saw some activity stirring.

"Jeez!" Benn laughed again, pushing off the bed and strutting away. "Nice joke, Brett. Sheesh, your mom know you watch that stuff? You're what, sixteen?"

"Fifteen," Brett corrected proudly. He smiled wryly, closing the tab. "I just wanted to make sure you weren't a queer or anything... you didn't get ha-a-ard, did you?"

"Of course not," the stallion huffed. Brett found his denial quite damning, though he wondered if he wasn't seeing what he wanted to see. "But... I mean. Are you a-? You know, man, do you like that stuff...? It's okay if you are, just-, y'know..."

The bear's eyes lit up. There was that curiosity, that thread he could tug to unravel Benn's defenses. He was about to say you're goddamn right I am, now get those fucking shorts off and let me rock your world, handsome. But the front door creaked open.

From the living room, cheerful and sprinkled with almost-suppressed Minnesotan flavor: "Bre-e-ett! I'm home, sweetie. Is your friend here?"

They both turned their heads to the sweet sound of Mrs. Kushner's voice. Brett said in a voice lugging with disappointment, "Yes, mo-o-om. He's here."

"Well, c'mon out here! Both of you! If there's a sweet young man in my house, I'd like to meet him," said the mama bear. She hung up her keys with a jingle.

Brett closed his laptop and scooted off the bed. With all the joy of a man walking to the gallows, he said, "All right, come on. You can meet my mom."

First around the corner and into the living room, Brett met his mom halfway and gave her a gentle squeeze. Benn came in at the tail end of their hug, just as Farrah pecked her boy between the ears. "Aw, that's mama's boy," she cooed, smiling big. "You kids eat yet?"

As Brett slipped away from his mom, he talked banalities with her about how he'd ordered dinner; how the trash was outside; yes, mom, I did the dishes and no, mom, I have enough to tip the driver.

But Benn was deaf to Brett's huffy teenage voice. He had ears only for the dulcet Midwestern tones of the mama bear. She noticed him and smiled his way, and Benn was suddenly riding high, touched by an angel. A dreamy, idiotic smile crested on his lips. His insatiable penis, that teen meat he could beat ten times a day and still not satisfy, began its gradual and inexorable stiffening. Benn instinctively headed for the kitchen table and seated himself without fear of the chair collapsing.

Farrah moved about the kitchen, putting away the gallon of milk she had bought. Benn eyed her, feigning polite attentiveness as he undressed her mentally just like he did with stacked Mrs. Saffron at his old school, the forty-six year old English-teaching wolfess with four kids and a seemingly endless supply of heels and skirts. Mrs. Saffron was his go-to spank bait when alone beneath the covers, but her dominance was already being challenged by the beautiful Mrs. Kushner. And as much as Benn hated himself for it, he found himself thinking she's a widow, I actually have a shot!

The black bear shush-shushed around Benn in her sandals, black fur gleaming healthily with sweat from a nasty August day. Tawny Capri pants clung enviably to her hips, the breadth of which even the chubby and broad draft horse thought extreme. A tank top, muted teal in hue, was what clothed her upper half. The enormity of her breasts was obvious, but what was not was the teardrop droop gravity, age, and two cubs had wrought upon them. He could see hints of gray underneath; a sports bra doing too good of a job at muting the detail of her nipples, but Benn could still appreciate the bear's body. Compared to Mrs. Saffron's buttoned-up shirts, Farrah's summer attire was a strip tease.

Again she looked at him and smiled right in the middle of a dull conversation with her son. It was something about well, if you're going to smoke weed - and I'm not saying you are! - then at least... just do it here in case something happens.

That Farrah Kushner was a cool mom was unimportant to the stallion. She was looking at him, directly at him, brightening his life with a smile. She touched his shoulder and he could feel her warmth, her paw pads, her sweat. His Chicago Bulls jersey was so breathable and thin, and he had never been so glad for those properties.

"H-hello. Hi, Miss-, Mrs. Kushner."

"Oh, we got us a smooth talker here," Farrah said with a laugh. Her laughter was pretty and sweet - just like she was. The blueness of her eyes seemed to brighten when she laughed. Benn was madly in love. His penis bowed miserably in his shorts. "You must be Benn. Brett talked a lot about you." Her eyes flicked to her son, presently leaning on the wall with arms crossed like the bad, leather-wearing thugs from the anti-drug PSAs. "I can sure see what impressed him so much."

"Yeah-, well," Brett started to bitch. "We were doing something when you came home, mom. Uh, aren't you going out with your boyfriend tonight?"

Farrah knew exactly what was going on. A mother who noncommittally condoned her boy to smoke pot of course knew her boy also liked the taste of cock. But she could see, for better or worse, that Benn was straight - or at least far to the straight end of bisexuality. She chuckled slyly. "He's going with his son to some spa tonight or something like that. And speaking of which, his boy Niko really wants to meet you."

Brett huffed. "Maybe later. Hey Benn, Tekken rematch?" When he didn't get an answer, he frowned. "Earth to Benn! Hello?"

"Mmm, uh, give me a second. I, ah, think I might need to use the restroom actually." Benn looked at Brett apologetically. "Sorry."

"You poor thing," tutted the mama bear. Ah, yes, your poor belly hurts... and your poor horse dick is about to flip my kitchen table over. Rubbing Benn's shoulder, she said firmly and deliberately, "Brett, sugar, go upstairs. I think there's some Pepto in my bathroom."

The son whined. "But mom, come on. Your bathroom cabinet's a mess. Why can't you look for it?"

Farrah clicked her tongue. "Now Brett, poor Benn here is your guest, and for your information, your momma was on her feet all day long! So, why don't you be a good host - and a good son - and find him something for his stomach?"

Benn, whose stomach wasn't upset so much as full of butterflies and whose mind was humoring Mrs. Robinson ideations, kept his mouth shut.

As Brett slipped from view and stomping footsteps ascended the stairs, Farrah turned her eyes on the stallion again. A sweet smile as though she was about to offer him a taste of freshly-beaten cookie dough creased her jowls. She pulled the back of his chair out, a sharp bark accompanying the scoot of wood on tile, and delicately straddled Benn's needful lap.

It was in this unreal moment that Benn squeaked, a most unhorselike sound, but it was what came naturally. Where his mind was struggling to pick up its shattered pieces, his hands moved on autopilot, albeit timidly. He touched her hips delicately, earning a thoughtful coo from the mama bear.

"Mmmhmmm, my hips - that's what you seemed to like looking at," said Farrah, jowls nearly in the cup of Benn's ear. "But how's about you touch these?" the bear offered, and in one swift movement to match her emphasis, placed the stallion's grabby young hands on the bountiful mounds of her breasts.

Benn's heart quickened, a wild tempo to match his raging hard-on. He groped, squeezing through the tank top and the damnable sports bra. He moaned quietly for her ears only. "Oh-my-gawd-thank-you-thank-you-thank-you," he bleated, trying to buck into the crook of her thighs.

Mama bear had him pinned and controlled, but mama bear was generous. She gyrated against him, once scooting the chair back further in another, more mute bark. She growled hungrily, murmuring to his young ears, "Feels like you got a third leg in there, cutie." Indulgently she stroked down through his hair, making waves in his shiny, soft locks. "My son would have a stroke if he knew I was gettin' it instead of him..."

"He's-?" Benn started, and the thought remained incomplete. The porn suddenly made a lot of sense and he felt very stupid, even a little guilty, but Farrah was all he wanted. He fondled her tits desperately, thinking Brett couldn't be away much longer yet finding himself unable to let go. "Oh, my ga-a-awd, you're amazing, you're amazing, you're just perfect, you're everything I ever wanted, Mrs. Kushner, and I-, well, I think I might love you."

She laughed. "Oh, you are just so precious, sweetie," said Farrah, not an ounce of condescension in her tone. "You don't know how cute you're being right now."

Now came the stomping footsteps again. Benn's blood ran cold but his penis was galvanized by the shock; refuge in audacity. He held her breasts stupidly with no idea what else to do.

But Farrah lifted herself calmly out of Benn's lap, bent, smooched his cheek. "Soon," she whispered. "Don't you touch that big ol' dick until then, sweetie. Mama's gonna take real good care of you soon."

"Mom, I couldn't find it," Brett said ineffectually. "Sorry, Benn. Uh, maybe you'll feel better with some pizza in you."

"Aw, I think he's startin' to feel better," she said, sweet as pie. Her paw rested on Benn's shoulder, rubbing the bony knob. "Aren't you, sweetie? Or do you maybe wanna lay down a little bit?"

"Oh, I-, you know, I don't wanna be a bother," Benn said, forcing his best nonchalant laugh. "H-hey, hey Brett? You want to play me again now?"

The young bear smiled thinly. "Yeah, I guess. Just don't get sick on my bed or anything." He turned on his heel, starting up the hall.

Before Brett's back was even out of sight, Benn turned and looked urgently at Farrah. His face appeared strained. "Mrs. Kushner," he whispered, "I'm gonna get blue balls. Please, can you help?"

Farrah giggled. It was hardly the noble laughter of a lady, instead an immature tittering which made her seem not a day older than the horse. "When my baby's not looking," she cryptically said, still grinning, trying not to outright laugh. Unless you want to fuck him silly instead, thought Farrah. Don't think I'd mind that too much.

Benn nodded, despairing, but he would wait for the mama bear. He stood and trudged away, his erection waning but his sex drive cranked up to an unbearable magnitude. The squeezing hand of blue balls would not settle in for some time, but he still expected it. Like the dread before the withdrawal, the anticipation was worse.

The boys played with the volume low. Punches and kicks and all the kiai that went with them were low as whispers and the clicks of analog sticks against their housings made more noise than the television. They didn't talk, and there was no whooping and laughter. Stone faces and forward gazes set a grim, businesslike tone. Benn felt the guilt, thinking Brett knew what he had been doing. Brett had no idea. Other things were on his mind.

Over the quiet sounds of their play, the springs in the living room sofa creaked. Brett paused, tilted his head, listened. Another creak, a few more, and then silence. He smiled impishly, the first time he had since before his mom had come home. "She's laying down for a nap," he said in a soft, conspiring voice.

Brett rose to his pedicured feet, moving soft as a whisper across his carpet.

As the bear closed the door and locked it, Benn blushed. His cock stiffened with anticipated relief, even if it wasn't the kind he wanted exactly. "Umm. He-e-ey, Brett. Can't you leave the door open and we can just-, just stay quiet?"

A toothy smile added sleaze to Brett's face, but it was made complete by the lewd gleam in his eyes. He mounted the bed from the foot, crawling along its length to the quivering horse, his graceful stretches like those a Playboy model mid-shoot. On the television, their fighters stood idle and dull, ignored by the boys.

Benn scooted back, trying to get away yet making himself more available. His cock bowed in his shorts and the smell of equine musk wafted from the loose leg holes. "Brett," he murmured. "Come on, man..."

"Shhh. Let it happen, sweet stuff." The bear bit his lower jowl in a show of eagerness and concentration. His bed creaked under his weight, its protests coming to a stop as he knelt beside Benn. "You're hard as a rock, sweetie." Soft, gay paws closed around Benn's shoulders, rubbing, kneading. The stallion closed his eyes and puffed from his nostrils. "Let me take care of you. Have you done this before?"

"Not-. Ah. Not with a guy. I didn't think I was into-, um..."

Brett giggled. He had his mother's titter and that was of mild comfort to the horse. Brett leaned heavily on him, reaching across his round belly. He felt under its stout curve and into the stallion's gym shorts, and his fingers slipped then around Benn's fat prick, cloaked in the cotton of a musky jockstrap. "Big. Goddamn, it's big." He breathed near Benn's ear. "And honey, everybody's a little gay, I think. Depends on the guy you're with. Let me jerk you off. Okay?"

The bear's black paw felt good enough that Benn found himself lowering his guard. He nodded firmly.

"Good. I'll make you cum. You'll feel good, babe. Guys know how to touch a dick better than girls do," he said with a fruity giggle.

I'm not so sure about that, thought Benn, cracking a tiny smile.

Brett pulled out the waistbands of Benn's shorts and jock simultaneously. Dripping stallion cock, a shaft mottled between earthy browns and fleshy pinks, loomed grandly in Brett's view. "Fu-u-uck," he whispered, resting his chin on Benn's shoulder. He gripped the horse's cock tightly, unable to close his fingers all the way around it. "I like 'em big. I'm a size queen."

The bear was good. He stroked Benn slowly, teasingly, acting as if his mother was not lightly snoozing one room away. He slipped his paw up to the head and gripped its growing flare. Precum oozed through his fingers like juice wrung from an overripe peach.

Benn trembled against Brett. He groped for the bear's body, found his hip, his ass. He squeezed a cheek in pulses like groping a stress ball. Brett had his mother's booty as well as her laugh. "This feels pretty good," he admitted. "You-, uh, what else can we do...?"

Fire burned in Brett's eyes and his fair, uncircumcised cock throbbed in his jeans. He pushed his jowls into Benn's neck, kissing before chancing a nip. Benn cooed for him.

"You want to do more?" Brett growled ominously. He relinquished Benn's meat and slipped around the horse just enough to plant a kiss on his lips. Although Benn kept his lips pursed and his eyes widened, the fact that he didn't recoil was promising.

Up on his feet again, Brett absently turned off his Xbox, then opened his fly. His cock throbbed under soft white briefs. "Lemme get my lube. I haven't had a good stretch in months."

A pleasant chime jingled in the living room, tinkling even through Brett's door. He bit his lip. Benn stared at the boy bear, seeking instruction. "Fuck. It's the doorbell," Brett hissed.

"Bre-e-ett," Farrah's drowsy voice called out, and Benn could picture her rubbing her eyes delicately and stretching. "It's your pizza. Come on, I don't have any cash on me."

"Fuck me," Brett groaned, zipping up again. He had the door thrust open before Benn could even stash his cock away and the stallion flinched humorously at the sudden exposure.

Now I'm really gonna have blue balls, Benn grimly thought. Whether it came from Brett, Farrah, or his own two hands as he stood over the toilet, Benn was dying for relief.

Benn and Brett had their pizza and the specter of blue balls lost some of its hold over Benn. He seemed to enjoy himself for a while, eating pizza in and around the kitchen, putting away over half of it with Brett before Farrah decided to have some too.

"Gosh, looks like you boys are hungry," she said, shaking her head. She took a slice without bothering with a paper plate and left the lid down but not tucked. "So!" she chirped between bites, a paw cupped under the drooping slice of pizza. "Havin' fun, Benn? Brett being a good host, hmm?"

"Brett's being fine, Mrs. Kushner," the stallion said, smiling at Farrah's mere presence. He finished his pizza and tossed his grease-smeared plate in the trash. "Are you-, will you be lying down again, ma'am? I'll try to be quiet..."

Farrah giggled and Brett huffed. "Such a lil' gentleman! Brett, you better be taking notes," she said, grinning playfully at her boy. "But nah, I was actually thinking of making us a little treat if you're interested. Sa-a-ay, cream puffs?"

"C-cream what?" Benn asked, flustered.

"Cream puffs, genius," the younger bear sneered. Benn huffed. "Mom, you gonna make them yourself, or is this an excuse to be a pest?"

The mother bear smiled challengingly. "Boy, somebody's got a hair up his butt," she said, and took a big bite of her pizza. She said after a quick swallow, "Benn, hon, I bet you'd like to help me, right?"

"Oh, sure, yeah," the draft horse agreed, avoiding Brett's smoldering glare. "We can all-."

"Yeah, whatever, mom. I'm gonna go screw around online," the son said in his best I'm-totally-not-pouting voice.

Farrah waited for the door to slam, but it didn't. She turned to Benn, leaned in close, and whispered with pizza heavy on her breath, "He'll get over it."

Whispering back, Benn murmured, "Uh, yeah, probably."

"All right now, sweetie," Farrah said normally, straightening up. She finished her pizza quickly and rinsed the grease and sauce off of her fingers. "You ready to help me make a bi-i-ig batch of tasty cream puffs?"

"I don't want any!" Brett said defiantly from his room.

"Duly noted, son," Farrah said warmly and patiently as a saint. The smile on her face never faltered. "Now, first off..."

The mama bear walked him through everything with the care of a tutor. "You really have to whip this, now. Until the shine is gone. Go on, keep going, you've got those strong arms, sweetie," Farrah said as Benn beat the concoction, filling the air with scrapes and small, wet smacks as the dough was pulled away from the edges of the bowl. "Keep going-."

"Until the shine is gone," Benn said with a little chuckle. "This is... it's pretty fun, Mrs. Kushner, thanks."

"Oh, I bet," the bear said, and smooched his cheek.

He barely had time to dwell on the kiss before she knelt behind him. He looked over his shoulder with shock and suspense drawing his features into a look of pitched excitement not unlike absolute terror. He began to get hard just in anticipation, and his balls started aching dully. "Miss-?"

"Keep whipping it, you can't stop now," Farrah said, cracking her usual smile up at him. She slipped down his gym shorts, baring his equine ass which consisted of a pair of thick hemispheres, though stout muscle was just beneath the fat. "Keep going," she said again, and pried apart the cheeks of his ass. She looked upon his sweaty, black anus and gave it a smooch, making it purposefully wet and, to Benn, worrisomely distinct from the sound of the dough. He whipped the stuff frantically and sloppily, looking over his shoulder at the hallway.

Farrah's broad, pink tongue slopped magnificently through the stallion's ass crack, replacing sweat with saliva in obscene amounts. His pucker winked as her tongue dragged over it and she came back to attack it in detail, giving it the undivided attention of her tongue. She slobbered and slurped and rubbed at his anus, making it clench and smooch against the broad surface of her tongue. Benn, whom had never had a rimjob in all his life and didn't even know that that was the term for it, pushed his jock's overstuffed pouch into the counter's face. The cream puff dough was matte, but he continued to whip it.

The bear gave his asshole another wet kiss, this one sharp enough to smack through the air. She pulled back, tugged up the boy's shorts, and wiped her chin as she stood back up. "Mmm, that's really good," she said.

"W-was it?" Benn asked in a tiny voice.

Brett said around the corner, almost apologetically, "You almost done?"

"I meant the dough, baby," Farrah whispered into Benn's ear. Aloud for Brett she said, "We're done with the dough, sweetie. You can have your big, strong friend back now. Mama can take it from here."

"You can stay in there if you want," Brett said, frowning severely.

Farrah chuckled. "Oh, shush, Brett. He was just helping me out with the cooking. Y'know, like you used to do when you were younger!"

Brett huffed. "Come on, mom, not in front of my friend."

Knowing damn full well Benn still had a throbbing hard-on in his shorts, Farrah wrapped her arm around his shoulder and kept him facing the counter. She gave his cheek a wet smack. "I bet Benn here is nice to his mom. Aren't you, Benn?"

The horse laughed, almost giggling in the full grip of his embarrassment and unbearable arousal. "Oh, yeah... I'm so nice to her."

"Kid of few words, aren't you, Benn?" Farrah asked. "Hey, Brett, honey?" she called to her boy, still lingering in the hall. She spooned dough onto the tray nearby, making little mounds of it which Benn thought looked like heaps of mashed potatoes. "I heard the weather's gonna be bad tonight."

"So what?" Brett asked warily. He started to add, "Um, hey, are you making chocolate-?"

Farrah cut in, "Why don't you go out and mow the lawn before-?"

"Mow the lawn!" Brett cried, interrupting her just as she had interrupted him. "Gawd, mom! It's like a hundred degrees out there!"

Farrah took on a firmness Benn found intimidating. She reminded him of his own mom, but she was still a beautiful mama bear who was unabashedly into him, if the butt sweat gleaming conspicuously on her chin was any indication. "Brett, you've been nothing but a little dick since I got home," she said, wheeling around on him. She brandished the dough-caked spoon like a knife. She advanced on him, and Benn kept his body and his boner facing the sink but turned his head to see her thick ass sway and wobble in her shorts. "You've been short with me, you've been rude to your friend, and let's not forget you're still supposed to be grounded for-..." She glanced uncomfortably at Benn suddenly, then back at Brett. "Never mind that, you know what you did."

Clearly, Brett knew exactly what incident Farrah spoke of. His expression was at once a mixture of embarrassment, impotent hate, and submission. "Mmh, all right," he groused, brushing past her and stomping through the kitchen and into the garage.

"Gosh," Benn said, stunned. "You-, wow."

The bear went back to spooning dough. She smiled apologetically. "Gotta go mama bear sometimes. He can be a little hard-headed, like his dad was."

Benn continued to face the sink. He tap-tapped uncomfortably on his hooves. "Ah, Mr. Kushner. He's-?"

"Yeah," Farrah said, then smooched his cheek again. "But what's done is done, and I promised myself I was done crying about that. Besides that," she gave him another kiss, this one seductive and full on the lips, "I promised you something..."

Farrah put the dough balls in the oven then turned back to Benn, smiling warmly. Through the window, Brett trudged past shoving along a neon orange electric lawnmower. He looked in at Benn and his mother disdainfully and made a point of sopping sweat off of his brow.

"He'll be fine," Farrah said, backpedaling out of her son's view. "Now come here." The mama bear tugged up her shirt, then her sports bra, leaving both on but bunched up above her thick, nude breasts. They begged to be touched, so round and plump that Benn salivated as he walked near.

"Oh, my god," Benn whispered, tail flicking and eyes wide as saucers. "Ooh, my gawd... boobs."

The bear laughed suddenly. "Yeah, boobs. Really perceptive, hon. C'mon, touch. Kiss. Lick 'em if you want. It's your first time, right?"

Benn touched her breasts clumsily, rubbing around their dense curves with shaky fingers. "I-I'm a-, yes, I mean... how could you tell, Mrs. Kushner?"

She kissed his nose sweetly, jowls dragging on his flesh. "What, and spoil the mystery?" Moving smoothly, she pressed up flush to the tall and handsome boy, her breasts flattening somewhat against his chest, her belly flattening against his. "I'd love to pop your cherry but I don't think we have the time for something like that. I think some things are best saved for more intimate moments."

Although he was blushing and his heart raced, Benn said softly, "Oh, um, that's all right... I could-, maybe I could take care of it myself, if you don't mind?"

"Huh?" Farrah laughed. "Oh, baby! No, no!" She pecked his lips and nudged him back, pushing him into view of Brett who was still angrily mowing the rear lawn. He barely missed seeing his mother's naked tits; she knelt down with lucky timing. "I'm just gonna suck you dry, hon. Maybe we'll really do it some other time."

"Oh, thank god," Benn said shakily, spurring the mama bear to giggle wildly. He explained as she tugged down his shorts again and then cupped the pouch of his tented, red jockstrap, "I'm just so pent-up... d-did you know that Brett-?"

"Brett's completely gay," she said plainly while giving him a look which inferred she would say no more on the subject. "Let's see that bi-i-ig horsey dick, hon," spoke Farrah with a growl, pulling down the waistband of his jock. "Your underwear's soaked. Smells like a gym bag down here. Love it."

With more time to spare, Farrah would have sampled Benn's budding masculine stink more intimately. She settled for the snuffle she got and unveiled his fat horsecock, the flare fully engorged from an afternoon of teasing and the generally perpetual lust a teenager had to offer. She said warmly, as she gripped its head and palmed his thick, brown ballbag, "Gawd, Benn, this thing could kill a person. I'm surprised you don't have back problems."

Benn laughed self-consciously, leaning heavily on the counter. "Thanks..."

Speaking not a word more, Farrah brought her muzzle to Benn's meat and opened wide. She gulped him down, forcing malleable equine flesh between her teeth. It utterly depressed her tongue and pushed out her jowls. Her cheeks began to moisten with drool. She muttered something completely unintelligible but positive-sounding and her bright blue eyes drifted shut. Without a moment of hesitation, Farrah Kushner pushed herself in and down, gouging her maw wider and wider with Benn's shocking teenage cock.

"Oh, gawd," Benn hissed, then gnashed his flat teeth. He gripped the edge of the counter so tightly that his knuckles turned white and Brett looked gloomily through the window at the back of his friend's head. He hated how big the yard was.

Already, Benn was at the back of Farrah's throat. To anybody else short of a big mare or a dragon, that would've been the stopping point, but Farrah hadn't met a cock she couldn't swallow. It was just a matter of persistence and careful breathing, not to mention a lack of a gag reflex, and she exhibited each of these points as she forced herself forward against Benn's pulsing, wide cockhead.

Benn was in bliss already. He could beat off six times a day (and sometimes did just that), but endurance was never his strong suit. Compounding the problem was his virginity, leaving him hapless against the mature mama bear and her tight mouth. He uttered soft noises and squirmed for Farrah, mashing his thick butt against the counter and leaving smears of sweat on it. "Oh...! Oh, god, oh god," he managed to sputter. "Mrs. Kuh-, Kushner, oh god..."

Farrah was smiling, even if it was difficult to really do so with her cheeks shoved out. She took him down deeper, bending it into her throat, letting him leak all that precious precum of his right down into her belly. With her big, warm paws, she fondled his nuts eagerly. She kneaded and squeezed, and rubbed up behind them, right across his taint. No part of Benn was off-limits to her.

Farrah nearly had her nose in Benn's groin when she started to pull back. As she went, she sucked clumsily, finding it almost impossible to form a seal with her mouth gouged so far open. Her tongue slipped out along the bottom of his cock and slurped back in, giving him a teasing example of its wondrous texture.

The mama bear pulled back until finally, Benn's cockhead popped out into her maw. She worked hard to suppress the gag and kept her tears in by clenching her eyelids shut; Benn was so polite and warm that she knew any show of discomfort would kill the sex.

She gripped Benn's cock and took her maw off it entirely, letting it hang in her grasp. Precum drizzled from it, leaving trails in the fur on her breasts. Benn said, nearly whimpering, "Mrs. Kushner, please, I'm so-, I'm close."

"Ooh yeah, you sure are, hon," growled the mama bear, squeezing the head of Benn's cock. His pre oozed through her fingers as though she were juicing a piece of fruit. "Gawd, you little stud, if we had just a little more time," she said, and chuckled, letting it hang in the air like a threat. She bobbed in close and slurped his nuts, tasting sweat and musk on the pubescent stallion. She made a point of stuffing her nose into the base of his shaft, where his cock met his balls, and she sniffed him indulgently. In full view of Benn, which was the entire point, she snaked a paw into her shorts and fingered her clit.

"Mrs. Kushne-e-er," Benn urgently whined. He ground his teeth and scraped a hoof across the tile. "Please, don't make me wait, oh god, please." His fingers trembled, dying to reach for his pulsing horsemeat to finish what mama bear had started.

Farrah pulled back her snout, which glistened with his sweat like leaves covered in morning dew. Without saying a word more but finding the time to smile and wink up at him, she brought him back to her sticky black lips and gulped him in. The velvet warmth of the mama bear's tongue caused him to momentarily tense so that every muscle was like steel, bulging against his flesh despite his chubbiness. He relaxed then, leaning on the counter. Farrah took him in deeper, not quite into her throat but it was good enough for Benn, the stallion who felt like his balls had swollen to the size of coconuts from the mother-and-son double-teaming he'd gotten all afternoon.

The bear's paws closed around Benn's thick butt cheeks, groping and kneading possessively. She suckled on his cock, admirably forming a seal despite how open her maw was. It was ample pleasure for Benn, who had been ready to blow just a few minutes ago. "Here it-, oh, man," Benn muttered, throwing back his head. He snorted, shocking even himself with such a bestial, masculine sound.

Benn throbbed lewdly in Farrah's mouth. She pushed on his needful cock with her tongue, grinding it into her palate while being ever careful with her teeth. She found herself wondering just how much longer he would last, and the thought lingered in her head only for a second. She felt Benn's ass cheeks tighten in her paws just before he bucked forward. It wasn't enough of a shove to enter her throat, but she loved the initiative and the budding dominance. It left her wondering what kind of handsome stud he'd grow up to be. A second later, her thoughts were all drowned out with slutty desire when she felt him slop into her maw.

Benn panted and groaned, muttering little apologies as he shot for Farrah. Despite his age, he came like a grown man. His fat brown balls dumped nearly everything they had into Mrs. Kushner, giving her an impossible mess to guzzle down. Just like the drool, his cum began to ooze out the corners of her maw, dribbling along her cheeks and downward like lines on a company growth chart rendered in milk, yet the brunt of his appallingly fertile and thick spunk made it down into her belly, gulped down with the indulgence of a confident middle-aged mom who was unabashed in her taste for sweat and semen.

"Ooh... oh my god," Benn bleated, sounding like some unbearable burden had been lifted from his shoulders. His balls felt ten pounds lighter, and certainly much less strangled by their own blood vessels. He awkwardly rested his hand between Farrah's ears, and he appreciated the softness of her lovely brown hair. "Um... thanks, Mrs. Kushner."

Farrah grumbled pleasantly. She was wet and needed a shower, one which would involve that waterproof personal massager her boyfriend had bought for her after she playfully mentioned wanting one. Very slowly, as if carefully dislodging a fragile key from an old lock, Farrah freed Benn's penis of her maw. It drizzled the dregs of his overwhelming climax briefly on the floor. Farrah slid forward on her knees grasped his slick meat, holding the softening flesh so it drooled on her naked breasts.

"Normally, you know, I tell boys I fuck to start calling me Farrah," she said with a cum-stained smile, "but Mrs. Kushner is pretty cute from you, hon. Let's leave it like that."

"Sure, yeah. That's cool with me," Benn said unsteadily. "Uh, so, do you wanna...?" He fumbled with his hands. "I mean, should you clean up?"

The mama bear carelessly smeared Benn's cock across her tit, wiping it clean of its own mess. Benn was amazed by her casual sexuality and began to feel like he could go again very soon. "I should go shower, yes," she said ruefully, and stood up with a helping hand from Benn. She glanced out the window to be sure Brett wasn't looking in (his back was to the window while he mowed one last small patch of the back yard), then kissed the stallion's lips. His flavor was heavy on her face. "Those cream puffs'll be nice and brown when they're done. They'll look a little like storm clouds once they puff up. Just take 'em out, let them sit on the stove."

"I gotcha, Mrs. Kushner," Benn said with a little smile.

Before long, when the cream puffs were cooling on the stove and Farrah was nearly through with her shower, Brett came back in sweaty and fussy. He ignored Benn as he strode across the kitchen to the fridge. He took out a flimsy bottle of chilled water.

Benn watched Brett drain the bottle almost to the bottom and asked as he screwed the cap back on, "All done?"

"I still have to do the front yard," Brett huffed. He nodded at the cream puffs. "Those look good. Where's my mom at?"

"Showering," Benn muttered, and turned away shamefully to examine the cream puffs.

The young bear walked closer, moving with less anger now. He saw the sticky white smear on the tile and immediately recognized it for what it was. "Hey. Benn. I wanted to ask you something."

Smiling thinly, Benn asked, "Yeah?"

"My mom, she really likes you, I guess... do you like her?"

"Oh, she's-, yeah, she's cool. Really nice," the horse said, trying his hardest to enunciate clearly.

Brett smiled, but there was a demonic quality to his eyes. He leaned uncomfortably close and outright kissed Benn on the cheek. His scent, vaguely musky from the sweat, surrounded Benn. "Well," he said softly, "I hope you like me as much as you like her. Better wipe up the floor, 'cause my mom ha-a-ates messes."

As the bear strode out to finish the lawn before the menacing, cream puff-like clouds on the horizon could close in, Benn looked down at the tile with beet-red cheeks.

Later that night after cream puffs, cold pizza, and a superhero movie, rain pounded the windows in sheets and thunder shook the earth. Benn found out during the storm that Brett could swallow a cock just as well as his mom.