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Baloo, kit and Rebecca were flying over the vast ocean heading to their destination at Koala Lumpur. Kit and Baloo had wondered why Rebecca had joined them but had been told not to mind when they asked her. Kit that had had sex with both of the adults separately hoped that she joined their flight to have an opportunity of a threesome but had his doubts when saw the mood she was in.

Rebecca had since she found out she was pregnant with Kit's child tried to find a way to terminate it. She had asked around in Cape Suzette but she couldn't find anyone to do the illegal act of abortion. She then got a tip about a willing doctor in Koala Lumpur and done everything to get a delivery there. She succeeded and was now on her way there. She put a hand on her tummy and prepared for her deed.

"Are you okay Miss Cunningham?" Kit said as he looked concerned at her from his navigator.

"Oh yes I'm fine Kit." Rebecca said as she hastily removed her hand from her stomach.

Kit wanted to enquire more but was interrupted by a loud boom. Baloo looked at his side mirror and yelled "air-pirates". Soon a hail of bullets from the attacking planes began to hit the Sea Duck. Baloo tried to evade but they were right in his tail the whole time. Soon they had shot up his engines so badly that he had to crash land in the ocean.

They waited for what was going to happen. The air-pirates came down and tied ropes to plane and began towing it. One pirate came into their plane, the little golden dog with the oversized coat and red cloth tied around his head, and held them at gunpoint as they were being towed.

About an hour later they were at the destination that the pirates were taking them to. The Iron Vulture rested peacefully on the water at an island. The giant flying head quarter opened its beak-like front opening and allowed the pirates to tow them in.

Kit, Rebecca and Baloo was taken outside the plane and waited in the indoor hangar facility for what was going to happen next. They didn't have to wait long.

Don Karnage: "Welcome my old friends to my humble workplace, I hope you have been welcomed well yes no."

Rebecca: "What do you want Don Karnage? We are just transporting tennis balls to Koala Lumpur. There is nothing valuable on the plane."

Don Karnage: "She asks me what I want with them. Could it be that I want revenge for all the times you have foiled my plans? Could it be that I have a genius plan to use your plane as a Trojan horse to get into Cape Suzette? Could it be that I might want to use the balls to help my men have fun? The answer to it all is yes." The other pirates cheered.

Don Karnage: "You two, take the big bear down to the torture chamber." Two big pirates took Baloo's arms and dragged him off.

Don Karnage: "Mechanics, fix the plane so it looks good when I make my secret entry to Cape Suzette." The mechanics followed orders and began fixing the damaged plane.

Don Carnage: "Dumptruck, Mad Dog, please help me escort the lovely lady and the little traitor back to my private quarters and the rest of you can feel free to practice your swings." The two followed orders and all five of the went away from the hangar where Kit and Rebecca's escape was and where the rest of the air pirates had found all sorts of stuff to use as bats and began hitting the balls out of the Iron Vulture into the sea.

A few minutes later they entered Don Carnage's private chamber. There was put a little round table in the middle of the room with a somewhat white tablecloth on it and two dining chairs one either side. Don Karnage mentioned Rebecca to sit down on one side and him on the other. Kit stood and waited for what he should and looked around for his chair. Don Karnage noticed it.

Don Kanage: "Where your chair is? No chair for you! You have worked for me before and you will do it again as my waiter on my romantic dinner with your boss."

Kit gasped and Rebecca looked disgusted but there was nothing they could do until they find a way out so they found it wise to just go along for the moment being.

Kit served them appetizers, dinner and dessert, while looking for an escape but was kept under surveillance by the other two pirates who didn't let him hold knives for too long. Don Karnage happily ate but didn't say a word the hold time but just kept looking dreamingly at his companion for the evening. Rebecca was disgusted by his staring and didn't want to eat but her unborn child made her hungry so she ate anyway.

Once they were done Don Karnage did a hand gesture and Mad Dog turned on a gramophone and it began playing a tango record. Don Karnage bit her to dance with her. She looked at Kit but he still seemed without a plan so she had to stall the time even further and took him up on the offer.

They danced around the room for some minutes until he made her do a final twirl that caused her to land on her back on his old filthy bed. He then looked hungrily at her.

"Now that our date is almost over, let's end it with a bang." Don Karnage said and began removing his clothes.

"What are you doing?" Rebecca asked and looked frightened.

"Once a date has completed it is proper for the woman to put out as my mother used to say." Don Karnage said as he in his nude form lurked over the cowering woman.

"Don't you dare hurt her. "Kit managed to say before his moth was shut by Mad Dog's hand and both his arms were held behind his back by one of Dumptruck's. They both had one hand free which they used to play with themselves as they watched the show before them.

Don Karnage ignored the outcry of the youngster. He kept his attention on Rebecca. He started by taking hold of her purple pants and pulling them off roughly. Then he got on top of the struggling woman, sat on her stomach and pinning her arms with his legs. He then opened her jacket, ripped open her shirt and pulled her bra up away from covering her breasts.

Tears began forming I Rebecca's eyes as her breasts were being violently fondled. Don Karnage wasn't gentle as he squeezed her breasts hard, pinched her nipples and pulled them in every direction.

He then quickly let go of her arms so he could pull off her top clothes. He then locked her arms again with his legs and then positioned his cock between her tits, pushed the tits against his rod and began thrusting his hips back and forward.

Rebecca closed her eyes and stretched her neck to get her head as far away as possible from the canine cock. Don Karnage saw this and bellowed out laughing "You don't want to suck my cock? Well so you shall and if you bite it I will gut the boy."

Rebecca opened her eyes and looked at Kit as Don Karnage got further up her body and started poking the side of her head with his cock. She then opened her mouth, allowed the penis and then began sucking it. She did it to save Kit she said to herself as she degraded herself to sucking the pirate's cock.

Don Karnage was in a whole different mood as he kept praising her. "What a good little cock sucking you are. You most have blown many men to be this good." He then began thrusting into her mouth which made Rebecca gag. She did it or Kit, she did it for Kit she kept reminding herself to stop the urge from biting down.

The act went on for a couple of minutes where Rebecca felt that she was about to be suffocated to death. Then Don Karnage made a final thrust forward and duped a huge load down her throat. He then quickly pulled away from her to allow her to spit it out so she wouldn't choke.

Rebecca cried but was glad that it was over for the moment being. She then looked at the pirate and was stunned that his erection hadn't diminished but still stood hard and proud.

Don Karnage savored her amazement for a moment before launching at her. He turned her around so she looked downwards. Then he dragged at her body so her that she from her waist up was laying on the bed while her knees were on the ground and her ass was sticking out easily accessible.

Don Karnage wasted little time once he had her positioned and plunged inches deep in her vagina. She cried out but pirate leader ignored her and continued pounding her tight pussy.

Kit tried to look away and think of something else but his cock wouldn't obey him and emerged from his sheath. He didn't want to get turned on by seeing his love being raped but he couldn't help it. Perhaps it was because she was always the dominant one and he liked to see the table reversed?

Rebecca also struggled not to enjoy it be the canine knot at the bottom of his shaft kept teasing her clit as he rammed into her. She felt herself getting wet which was actually good since it made the forceful entrance easier. Other than that she hated it since he was so brutal went he fucked. She couldn't help but love Kit even more as she remembered how gentle he was and she tried picturing him doing her and not the pirate to lessen the pain.

Don Karnage felt her juices around his cock and complimented her on what a good slut she was getting turned on by the rape. He also felt that he was nearing his second orgasm and felt her pussy seemed loose enough to take his knot.

He pulled all the way out and then plunged all the way back in and embedded his knot inside her pussy. Rebecca screamed but Don Karnage continued humping a short while before shooting his potent seed deep inside her. "Maybe I have made you pregnant. Wouldn't you like to carry the greatest pirate's kids" Don Karnage mocked but was disappointed that she didn't seem to be bothered by the thought. She of course knew she couldn't become pregnant with his children since she was already pregnant with Kit's.

As he had to wait for his knot to subside Don Karnage used the time to mock Rebecca some more. Calling her a slut and still tried to provoke a reaction to what pleased him so much that he might have impregnated the brown bear woman. He shrugged it off as she just knowing she wasn't in heat.

He then turned his attention to Kit who he had been ignoring up until then and saw he had gotten an erection. "What do we have here; I think our little friend wishes he could fuck his slut of a boss."

Kit didn't want it but all eyes were then on him. The pirates started laughing and Rebecca looked stunned and embarrassed at him.

Don Karnage stopped laughing and said: "I'm sorry little boy but she is only for me but the boys can let go of you now so you can jerk off if you want. I think I'm ready to pull out now and next ill tie in her ass.

Rebecca: " What no please don't pull out yet it hasn't shrunk enough and don't take my butt it won't fit."

But Don Karnage ignored the first plea and pulled out roughly causing Rebecca to scream. Her hole was gaping and red and semen began dripping out as the plug had been removed. Don carnage gave his cock a few jerks and aligned it with her smaller hole.

"I think this will be the last one this evening boys. After I'm done you can use her." Don Karnage said while he propped the tiny opening.

"Karnage wait." Kit Yelled "Do me in the ass instead of her."

Don Karnage: "You? But you are a boy."

Kit: "But I want to, that's why I got hard; not because I wanted to fuck her but because I wanted to get fuck by you". Dumptruck and Mad Dog had let go of him and Kit went next to Rebecca and took the same position as her. "Try feeling our holes and say you don't rather want mine."

"Kit don't do I..." Rebecca was stopped in midsentence as an invading finger in her asshole distracted her.

"I think I will try you boy. Boys you can play with the slut but don't use her ass I might want to use it anyway." Don Karnage said as he took hold of Rebecca and pushed her over to the two air pirates that looked gleeful of their gift. Kit was about to protest that turn of events when he felt Don Karnage without any lubricant than the mixture of Rebecca's juices and his semen began to push himself inside the teenage boy. He clenched his teeth and tried to ignore the pain.

Kit then felt on his own body that Don Karnage was no gentle lover as mercilessly fucked the young lad's tail hole. He couldn't however help but feel good about the knot lightly teasing his anal ring. He both dreaded and looked forward to when it would be lodged inside of him. He began stroking his cock while in the same time feeling shameful that he was being turned on by being raped by the air pirate.

On the other side of the room Rebecca was again being raped. She was on all four being fucked from behind by Dumptruck and was being faced fucked by Mad Dog. She couldn't decide what was worse; the pain of being fucked by the Great Dane's huge cock or being forced to suck on a dirty unwashed weasel prick.

Don Karnage could feel he was beginning to succeed against the reluctant sphincter as he felt it got looser to let his knot inside. He then pulled all the way outside and then thrust back in. Kit screamed out but it didn't succeed. He tried it a few more times before it succeeded and lodged his knot inside the poor boy's ass. Kit screamed out and came, shooting his load on the bed below him. This was enough to send Don Karnage over the edge and he climaxed as well, filling the bears rectum with his goo. They then panted and waited for the knot to subside.

The two other air pirates were also close to their orgasms so they got Rebecca on her knees in front of them and they got her to stroke them off. They had both been close to coming so it didn't take long for them to cover her face and chest with loads of cum.

Kit felt that the knot in his ass was subsiding and knew it was going to be now they should try to escape before they got their wind back for another round.

"Now Rebecca, squeeze their cocks hard." Kit yelled. Rebecca did it. Filled with anger she took hold of the two cocks and squeezed them with all her might. Both pirates screamed out in pain and rolled into fetal position when she let go.

Don Karnage tried to get to his sword but was still lodged inside Kit who held on to the bed so he couldn't get away. Rebecca then found a metal rod, went to him and gave him a so hard enough hit that it could have cracked his skull open. Leaving him unconscious still stuck to Kit she went to the other two air pirates and gave both of them a hit on the head as well.

She found some hand cuffs and chained them to some pipes in the room. Then as revenge she found some more iron rods and stuck them inside the unconscious air pirates rectums. They didn't seem to feel anything but they were going to when they woke up.

Kit was then finally able to dislodge himself from his assailant. He then did a similar thing as Rebecca to the air pirate leader.

Rebecca then picked up her shredded clothes and tried to cover herself with them. Kit gave her a side hug and guided her back towards the hangar to the Sea Duck.

During the long walk down the empty cold corridors Rebecca said "please forgive me Kit."

Kit: "Forgive you? Why should I forgive you? It's the air pirates that have done something wrong."

The tears were rolling done Rebecca's cheeks. "Oh Kit I was about to do something terrible."

"What?" Kit said as they stopped so he could console her.

Rebecca: "I was about to kill our child." Kit looked dumbfounded. "I'm pregnant with a baby, your baby. I thought it would be bad to get it so a wanted to abort it sob but now I can't since it's your child as well sob and I can't kill anything that comes from you because sob I love you. OH Kit can't you ever forgive me."

Kit looked at her stunned then said. "Of course I forgive you. When you love someone you always forgive. So are we going to have a baby together? Am I going to be a father?"

Rebecca smiled at him and gave him a huge hug. "Yes you are, oh Kit I love you."

Kit: "I love you too Rebecca but right now let's get out of here."

They got back to the hangar where all the pirates have tired themselves out by hitting the balls into the ocean. Kit picked up an iron pipe some of them had used and went to work. They were pretty much all too tired to fight back as he went around hitting them; knocking them unconscious and breaking their limps.

He then helped Rebecca inside the plane and told her to stay there. Kit then got back out of the plane and went to search for Baloo. On the way down to the torture chamber he went by the treasure room, found what he was looking for and put it in a gold case.

He found Baloo hanging from the ceiling where the two air pirates from earlier tried hoisting the heavy bear. They were both exhausted from this ordeal so it was easy for Kit to go over and giving them each a bash over their heads to knock them unconscious.

He helped Baloo to get onto his feet and then they both made their way back to the plane. Baloo asked what had happened to them. Kit lied and said that they had just been beating and pushed around, hence the ripped clothes but had managed to escape. Rebecca was grateful that he didn't tell Baloo about the most humiliating experience of her life. Kit managed to hide the little gold case without the two older bears noticing it.

The plane set off and they then headed back home.