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Kit was glad he was out flying for the first time in weeks; even though it was a boring delivery of napkins to an outpost in Thembria.

They delivered the cargo and were ready to fly off when a guard came.

Hog Guard: "Wait you will have to fill out formulas to prove you delivered the cargo."

Baloo: "But we have delivered the stuff, its right there. Please let us leave, I hate doing all that paperwork."

Blue hog guard: "No leave before proper filling of official documents or else you will be shot."

Baloo: "Okay I'd better do it. Kit wait here I'll be back in a year or so when I'm finished with those damn papers."

Kit got inside the plane's cargo hold and began reading a comic as he was started to get bored. At that point he wished he was back in Cape Suzette with Miss Cunningham. He wondered if Miss Cunningham deliberately had let him fly out this time to discourage him from further flying. He looked at clock and saw it had been 20 minutes since Baloo left and Kit knew it could still be some time before he had finished the bureaucratic paperwork, it being checked and then Baloo had to fill out papers saying he filled out the papers.

Kit began touching his sheath, closed his eyes and thought about that hot brown bear MILF back home. His red meat slowly began to emerge and he kept playing with his groin.

Baloo: "Is this a private party or can other people join?

Kit almost had a heart attack as his eyes flew wide open and tried to cover his groin. He blushed and looked at the grey bear who just stood there smiling.

Baloo: "If you don't mind I think I'm going to join you."

He then sat next to Kit on the Madras in the Cargo hold, started stroking his sheath until his big red tool slowly emerged and then he began playing with that too. Kit looked puzzled at him.

Baloo: "it's okay if you wanna jack of little britches, I do it all the time. I just didn't want to do it when you were around since you were just a cub, but since you have matured in to a young man I think I can be relaxed. Besides I might give you some pointers on how to pleasure yourself."

The grey bear closed his eyes; continued stroking his member and it grew to a full size of over one a foot. Kit couldn't help but admire his huge dick and wondered if he would ever get that big. Kit then stopped covering his penis closed his eyes and began stroking his as well. The two continued for a while and the cabin was soon filled with the musky odor of masturbation.

Baloo: "Kit who are you fantasizing about?"

Kit: "Ehh, a woman...from...I seen at Lois'"

Baloo: "Oh, eh do you ever jerk of thinking about males?"

Kit: "Males no? I like girls."

Baloo: "I prefer girls too, but when there are no girls around, like here you got to think creatively to relieve yourself. In fact I was thinking about you."

"Me?" Kit opened his eyes and looked into the eyes of the bigger bear who was eying him "But what..."

Baloo: "There is code for pilots when they are at desolate places where there are no women around and that is they help each other out. I have been waiting for you to get old enough, so are you willing?"

Kit: "What are you going to do?"

Baloo wasted no time answering and instead dove right down in Kit's lap and put his cock in his Maw. Kit gasped and tried pulling Baloo's head away but Baloo just used his stronger arms to hold him still while he sucked him off. Kit's shock was soon replaced with pleasure in he began bucking up in the warm mouth. Kit could definitely feel that the grey bear was no novice when it came to blowing cock as his oral skills rivaled Miss Cunningham.

Since Kit had stopped struggling meant that Baloo could use his hands to other things. He raised his right hand to Kit's maw and the cub suckled on his fingers. They were soon coated with saliva and Baloo lowered them to Kit's bum.

Kit was shocked as he felt the first finger enter his rectum and tried to stop the male, but he had still one hand to hold the cub in place. The displeasure was soon replaced by pleasure and Kit actually began enjoying the big teddy toying with his ass. He then inserted another finger and Kit rapidly neared his climax.

He cried out and filled the adult's maw with his seed and he greedily sucked it all up. Kit then sat panting while Baloo licked all the sperm up and cleaned him with his tongue.

Kit: "That was incredible, Thank you papa bear."

Baloo: "We are not done yet, care to repay the favor."

Baloo then sat next to Kit and stroked his red shaft while pointing it at Kit. Kit took hold of the shaft and thought about what his next move would be. He decided to mimic Rebecca's technique as much as possible since he found it so pleasurable.

He began licking up and down the shaft and Baloo groaned approvingly. He then began playing with the balls and licking the shaft, soon tasting pre-cum. It defiantly tasted different than a pussy but not bad, in fact quite tasty. He couldn't say which he preferred since they both had their qualities. He then got the head inside his maw and began bobbing his head on the length. Baloo pushed his head downwards, encouraging him to take more into his maw.

Baloo: "You are good Kit, but you need some training and don't worry I'll make sure you get it. But now I think it's time to show you what two men can do and women can't.

Kit took his mouth of the cock and looked puzzled at Baloo. The big bear then took hold of the boy, lifted him up and guided him butt first towards his pecker. Kit sensed what was coming and tried escaping but Baloo was to strong. Kit soon felt the tip lightly poking at his entrance. He pleaded for him to stop but Baloo simply put his hand over his maw. Then took hold of the boy and pushed him down, spearing him on his mighty shaft.

Kit got tears in his eyes as he was being filled. Baloo gave him a few seconds to relax. Soon he felt the tunnel give in and he began thrusting up into the boy. Kit started groaning in displeasure but soon began groaning out of pleasure. Baloo took his own shirt off and pulled Kit's sweater of him. Then to help Kit gain gratification himself began Baloo to lick his neck, caress his chest and stroke his prick.

Baloo was soon filling the tension rising in his balls and he decided he better not cum inside the poor boy the first time. He then pushed Kit of him onto the madras and began jerking off, while aiming his cock at Kits face.

Kit kinda knew what was coming since he had done it with Rebecca and opened his maw, but he hadn't expected the sin flood that was coming. Baloo kept stroking himself until he came and his penis became like a geyser and covered Kit's entire face and torso with cum.

Baloo: "Sorry about that Kit I have been backed up lately. Here let me clean you up."

Baloo then began licking Kit's entire body with special attention to his nipples and genitals.

He then began giving oral treatment to Kit and Kit began to moan as he was being blown again. It didn't take long before Kit gave the big bear another dose of his seed.

Baloo: "I hope that makes up for the rough treatment I gave you earlier. I was kinda hoping you would like it and we might do it some other time. What do you say partner?"

Kit smiled "Yeah it was fun but next time don't be so rough."

Baloo smiled and then gave him a kiss. He then went back to the blue hog and got a recite and a permission to fly.

Off they went and over quiet piece of ocean Baloo tied some ropes on his steering wheel so it would hold steady. He then ducked down his head in Kit's lap and gave him head for a third time. Moments later, Kit did the same to him as he sat up, removed the ropes and wiped fresh cub cum from his chin.