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The forest was densely packed with trees. Sun shine broke through the thick canopy in random places giving the area a bright golden shine. Birds chirped happily and the sounds of the squirrels and other animals could be heard running through the under brush. As the day continued, a new sound broke the natural rhythm of the forest. Crunching leaves and sticks rang out and seemed to cause all the other animals to fall silent. Heavy pounding foot steps seemed to shake the ground as a massive figure trudged along. It moved with slow yet familiar movements. The large creature more than accustom to the forest and all its hidden dangers. It held no fear however, it being the most dangerous thing there was. As it passed, every animal fled. Their instincts screaming at them, telling them this being was to be feared. The creature held no interest in the small beings of the forest however. It was hunting something far better than rabbit or deer. Even the wolves and other large predators didn't matter to it.

Pausing, the creature sniffed at the air. A low rumble came from its mighty bloated belly; "Shh," It's deep rumbling voice said. "Almost time." A large clawed paw fell on the massive brown furred belly. It gave it a few loving pats before starting off again. Its destination clear. A heavy trail of thick and pungent slobber showing a clear path behind it.

---

Conner hated the woods, he truly and utterly hated them. He didn't know why. Maybe it was the isolation, or possibly it was the fact that his damn phone had no service all the way out there, hell maybe he had gotten lost in the woods as a kid. Whatever the reason, Conner hated them. He didn't know why or how he had been dragged along on his brothers ridiculous camping trip. Yet there he was. His ass numb from sitting on a stump and bugs flying all around trying to dig through his fur and short mane to get at his sensitive skin underneath.

With a low growl, the young lion glared at his two older brothers. They where both in there late 20's almost in there 30's. They both had the same build. Pudgy, with a very thin layer of muscle hidden under it. They said they were "Stocky." Conner said there were fat! Not to there faces of course, he might of been more fit than them, he ran track for his high school, but there weight gave them a greater strength he didn't have any hope of over powering. He supposed that's part of how he got dragged out into the middle of bum fuck nowhere. They had literally driven out into the middle of the dense forest for at least 20 miles from the closest town.

The young lion was just happy he didn't have to share a tent with the other two. There hands had a bad habit of, wondering, at night. He wished he could say he didn't know this first hand, but sadly ever since he could remember he had been at the mercy of the older and larger males. A toy for there perverted entertainment. He swore that if he ever found a way to get revenge he would do it without question.

His thoughts were interrupted by a beer can hitting him in the face. It stung and shocked him so much he fell off his stump. Groaning he felt a throb of pain rush along his back. He could feel a rock pressing into his lower back. Jolting up, his tail lashing out behind him, he glared at the two older lions. They both looked to be trying to hold in there laughter.

"What the fuck was that for!?" Conner yelled.

The two busted out in fits of laughter, each one holding onto he other to keep from falling over. "Oh no Jack!" The one of the right said. "Little Connie looks angry!" The one on the left, Jack, laughed even harder. "Poor little Connie, I think it might be someones time of the month!"

The two continued to howl with drunken laughter. Conner's tail lashed around angrily as he felt heat build up in his face. He hated when they called him Connie. That was always what they called him when...

"Maybe," Laughter. "Maybe she's prissy cause she hasn't gotten any for a while! Eh Victor?" Jack added a moment later. "Maybe we should fix that!" Victor said his laughter dying down to a chuckle as a lustful glint came to his eyes. Reaching down he grabbed at his crotch making his package bulge out more than it already did. "What ya say Connie?" Jack rumbled flashing his sharp teeth. "Been a while since you've had a real male in ya huh?" A low purr came from the two as there crotches grew.

"Fuck off!" Conner hissed, his heart pounding. "If you think you can drag me out here just so you can start that shit again," He started but was cut off.

"Little Connie seems to of grown a mouth on her while we've been gone." Jack said an angry growl to his voice. "I think we should teach her some manners eh brother?"

"Defiantly!" Victor agreed draining the rest of his beer in one gulp before standing.

The two began to walk closer to the young lion, his eyes darted between the two. Gulping heavily Conner knew what he had to do. Turning slightly, he bolts off. Running as fast as he can leaving the two other lions still at the camp site. Neither of them are fast enough to catch him. He knows that and so do they. Conner continues to run for another ten minutes before slowing down and leaning against a large tree.

His chest rising and falling quickly as he tried to catch his breath. "Fuck." He panted out. "Fuck, fuck, fuck, FUCK!" He yelled the last word. He knew he had just made things much harder on himself. Had he just done what they wanted the rest of the day would of been fine. But now, he was going to have to either go back and face there drunken wrath. Or, stay out where he was and hope they both got so drunk they pass out and forget everything.

He didn't think they had enough beer for that however. He supposed he could always try walking back to town then catch a ride home. But it was over 20 miles to town and he had no idea which way it was. Blowing out a large sigh Conner settles in to take a small nap. He woke up several hours later to the sound of crunching leaves and twigs. Jolting up, his first thoughts where that Jack and Victor had found him. Moving as silently as he could, Conner moved between the trees. He couldn't tell which direction the sound was coming from. It seemed to be coming from all around him. He was about to take off running again when he felt something against his back.

He froze, whatever was behind him was obviously not his brothers. He could feel it, towering above him. Exactly how tall he wasn't sure. It was also very much alive. He could feel the hot humid breath gushing down onto his head. A low rumbling sound fills the oddly quiet area. Slowly, very slowly, Conner turned around.

HE was met with a massive wall of brown fur. Tilting his head back he looked up and up. Towering over 12 feet above him was the large ursine face of a bear. Conner's jaw dropped as he looked up at the massive creature. Taking a few steps back he stumbled and fell onto his ass.

The bear was huge, and not just in height. It's whole body was packed full of bulging, blubbery fat! The things stomach extended out a good five or more feet from its body and sagged low, almost touching the ground. It's thick legs stood wide and its arms hung by its sides. The eyes were beady but followed the lion with an intense interest.

Slobber dripped in thick strands from its jaws. The black lips looked wet and rubbery. Its lower lip hung low and away from the upper one like most bear's lips do. Conner didn't know much about bears, but he knew that they were not suppose to be this massive! As his heart raced he began to pick up a very heavy and musky stench. It smelled like body odor, piss, dry cum and filth. Under all that was the heavy smell of, digestion? He didn't need to be a rocket scientist to know the smell was coming from the bear.

Conner wanted to cover his nose, but was completely frozen. The bear took a few pounding steps closer until it was standing only a foot away from the lion. It's eyes shown with an emotion Conner could only describe as; hunger! "Yer scrawnier than I hoped for." A deep growling voice boomed from the bear. "Ya won't even last me an hour." The ursine grumbled scratching at his massive stomach absently. The movement sent the fat layered gut into a series of wobbles and slight bouncing. Bending down it extended a massive paw. Gripping the lion by the scruff of his neck, the bear lifted him up easily. High enough for Conner's feet to kick in the air.

"No," Conner whispered before finally finding his voice, "Nonononono! Please!" He pleaded.

The closer the bear brought the young lion the more intense the rank smell became. Had he not been so scared, Conner would of thrown up. The bear's other paw came up gripping hold of the lion's shorts and with one powerful jerk ripped them clean from his body. Conner yelped in surprise and tried to cover his privets. The bear paid no attention to the action and grabbed hold of the shirt too. With another effortless pull the fabric ripped away leaving Conner stark naked and dangling 12 feet in the air. A shiver raced down his spine, fear coursed through him as he watched the bear lick its thick lips smearing even more pungent drool around his mouth.

"Mmm... not even a mouth full." The bear rumbled absently. "Doesn't matter I suppose, winter will be here soon and I've lost to much weight this summer."

With little effort the bear raised Conner higher into the air. The kid dangled above the bears head which a moment later tilted back. The bruin's jaws parted exposing a massive maw, strings of saliva connected the inside of the mouth from top to bottom. A river of slobber gushed out from the sides of the open maw. The flesh inside was a deep purple/pink color. At the back of the mouth was a large dangling uvula that marked the entrance to a deep dark passage. A gush of hot air blasted up from within the tunnel bringing with it the heavy stench of stomach acid and digestion.

Slightly entranced by the sight, Conner didn't realize his feet where just starting to touch the bear's large thick tongue until it began slipping between his toes. The sensation brought him back to his senses and he struggled once more. The bear's tongue was stronger than Conner thought. It was more than able to hold his feet in place no matter how much he kicked and struggled.

"Wait!" He cried. "Please! You don't want to eat me!" He yelped unable to believe that he was saying these words, or that he was even in this situation.

The bear's jaws closed around his feet and Conner had an extreme flash of fear that the bear was about to bite his feet off. Instead he felt a heavy sucking sensation along with the thick tongue slobbering over the tops and bottoms of his feet. It got in between each toe as well.

'He's tasting me!?' He thought in horror. 'The fat slob is tasting me!' He tried to kick and fight harder but it was useless. He was completely stuck. He tried to claw at the bear's arms but the bastered had to much rubbery fat on his body for it to have any effect. He felt, and heard, a heavy gulping sound followed by a tightness wrapping around his feet. His calves sunk into the bear's mouth as his feet entered the large throat. 'Oh god... I can't die like this!' He thought. 'This isn't fare! Why does this have to happen to me? I've never done anything wrong. I don't deserve this, not when there are people like Jack and Victor out there!'

He jerked as a thought struck him. 'I can't do that, can I?' He thought to himself. He remembered back to his earlier thoughts at the camp site, if he ever had the chance to get revenge on the two he would. Maybe this was his chance. The bear seemed to be smart, or at the least smart enough to speak so maybe he could reasoned with it. There was no harm in trying, if he didn't do anything then he was going to end up just another layer of fat on the bear's already bloated body.

Blinking Conner looked down at the bear and was shocked to see that he was already in the ursine's mouth up to his waist. He must of been zoned out for longer than he thought. Either that or the bear didn't need much time to devour him. "Wait!" He called out trying to make himself heard over the slurping sounds of the bear tasting him and the heavy gulping of his throat. "Wait, Mr. Bear, you don't want to eat me! I'm all skin and bone! I won't do you any good at all!" The bear didn't respond. Conner didn't know if it was because he didn't understand him, or just didn't care about what he had to say. He pushed on however. "If you want something with lots of meat I know a better meal than me! Two of them in fact! Right for the taking!"

He felt the bear's gulping and slurping slow down slightly, if this was because of his words or some other reason he didn't know, but he was taking it as a good sign. "I know where there are two lions who are much much bigger than me!" He went on. "I'm only 150 pounds, both of them are at least 240 or 250 easy! They'd fill you up much better than i ever could!" The gulping stopped completely and Conner could see the bears tiny eyes looking at him. "I- I could help you get them."

There was along pause that seemed to stretch for ages. Each one staring at the other. It was impossible for Conner to tell what the bear was thinking. Finally he felt a hard tug at the scruff of his neck from where the bear was holding him. A heavy sucking sound began to ring out as his lower body began slide back out of the mouth. The muscles in the bear's throat gripped his legs tightly as if they didn't want to let go of there prize. Slowly, Conner felt his body being pulled from the slobbery jaws. A thick coating of pungent drool coated him from the waist down.

When he was finally completely out of the bears maw again, yet still dangling in the air, the bear rotated his jaw a few times before closing it. Drool still found a way to leak out from his lips however, and it dripped down into his chest and belly fur. The rank smell of the slobber wafted up to Conner's nose and he dry heaved a few times, both from the smell and from the idea that the source of the smell was currently drenching his whole lower body.

A shiver raced up his spine as a breeze blew through the area cooling the hot wetness on him. The bear sniffed the air for a moment before turning its attention back to the lion in its grip. "Speak fast," His voice rumbled from between his thick lips. "I'm starving!" The thick tongue poked out from between his lips and ran over them once more both collecting and spilling more drool.

"My-my brothers," Conner began. "There camping not to far from here, about a mile or so that way." He point his thumb back in the direction he had ran from. "There both huge!" He eyed the bears massive body. "Not as huge as you but much bigger than me! They'd fill you up nice and full, and give you much more fat for the winter!" He could feel a dull throbbing starting in his head from being held aloft by his scruff for so long. "If-if you let me go, I'll lead you to them and you can eat them both, and I swear I won't tell anyone you're out here!"

The bear looked at Conner for a while his brain turning the words over slowly. A low growl came from the bear's stomach which made the young lion gulp nervously. If the bear was to hungry he might decide to eat him anyway and then try and find Jack and Victor on his own. Conner hopped that he wasn't smart enough to realize that was an option.

"Alright," The bear said giving a small nod of his massive head. "You give me these other two meatier lions and you go free."

Conner let out a deep sigh of relief, he thanked his lucky stars that his plan was working. At least so far. He still had to figure out a way to get his brother's to the bear. He doubted they would stand still waiting patiently while the fat slob ate them. Unless they where passed out drunk. 'God, please let them be passed out drunk.' He thought.

The bear lowered Conner back down to the ground. As soon as his feet touched the dirt it let go of his scruff and the lion fell to his knees. The movement brought his face within inches of the bruin's big fat belly. The stench that came from the fur was almost visible. He was unable to keep the smell from going up his nose, even breathing through his mouth didn't help. It was one of the stenches that were so bad and heavy that you could taste it as well as smell it. He idly wondered how long it had been since the bear bathed. Or if he even knew what a bath was.

A large and heavy paw came down with a soft 'thump' on the back of Conner's head. Before he knew what was happening his face was shoved forward and pressed tightly against the fat, blubber and slobber soaked belly. The coarse fur invaded his mouth and nose forcing the stink into his lungs and onto his tongue. He could faintly hear the sounds of gurgling and growling coming from the other side of the stomach and knew that he was fortunate to not be on the other side at that moment.

Pressing his paws against the belly he tried to push away but the bear's strength was to great. Not to mention that his paws only sank deep into the massive gut adding no help what so ever. After several minutes of this, during which Conner got extremely light headed, the bear finally moved his paw away from the lion's head allowing him to fall back onto his ass gasping for air. Spitting and sputtering he felt ready to vomit. "What. Was. That. For?" He gasped.

The bear growled low before dropping down to all fours, his gut just inches from dragging on the ground. "You lie to me, or try and run away before I get my food and you'll end up in there. I've got your scent so even if you manage to run and hide I'll find you."

The threat struck Conner and he gravely nodded. He had no intention of running away from the bear. Slowly he got to his feet and took a few cautious steps back from the bear. "I promise, I wont run or lie to you." He said truthfully. Another breeze rushed through the trees making him shiver again. Looking down at his shredded clothing he wished that the bear hadn't ripped them to shreds.

He jerked slightly when the bears large wet nose touched his chest. It was then that Conner realized that even down on all fours the bear was just as tall as he was. He could feel the pull of the bear's breath as it drew in his scent from his fur through his nostrils. Holding still he fought the urge to run. When the beast was done it started to amble away. Conner watched the bear move a few feet away, his eyes grew wide hen he saw a massive pair of brown furred testicles swinging with every step he took. 'No wonder the stench of cum was so great.' He thought. Turning to look over his shoulder glaring at the lion. Shaking his head he rushed to the bears side, the two of them walking off in the direction Conner had indicated earlier.

---

The two had been walking for almost 15 minutes before Conner worked up the courage to speak. "Who are you?" He asked softly watching the bear. Every step sent rippling waved over his fat body. Conner had slowly gotten use to the smell of the bear and found that he oddly didn't find it as disgusting as he had before.

The bear didn't stop his slow walking pace nor did he give any indication that he had heard the question. Conner walked for another few moments before asking; "Do you have a name? You're not a normal bear," He stuttered for a moment. "That is I mean, you're not a feral one, you can talk and stuff so I figured." He trailed off and closed his mouth with a small sigh. 'Stupid." He chided himself.

"I am called Big Fat Bear." The deep rumbling voice said after a moment. "That's what all my prey call me," He added. "So you can call me that or BBB."

Conner gasped in surprise. He didn't think the bear would actually answer. A small smile touched his lips. "BBB huh? Um- it's nice to meet you." He said lamely. "I'm Conner."

BBB grunted in reply. "How much further?" He growled followed by a rumble from his massive belly.

"Not much further." Conner spoke up quickly hoping that his words where true. He honestly didn't know how much ground he had covered in his ten minute sprint.

The two continued to walk in relative silence for a while longer before he began to hear the tell tale signs of drunken laughter. His heart skipped a beat as he recognized the voices of his brothers. He couldn't hear the words they where saying, but knew it was them. Walking quickly he stood in front of BBB and held out his paws trying to get the bear to stop moving forward.

"Wait, wait wait!" He said his paws connection with the bear's shoulders. Once more his paws sunk into the fat that was there. He could feel a thick wetness soak his paws from the slobber that had collected there from earlier. The bear looked at him with an annoyed look but slowly came to a halt. Letting out a slowly sigh Conner moved his paws away and shook them slightly trying to fling the rank slobber off them. "Now just wait a minute," He spoke out breathlessly. "I uh- I need to find a way to bring them over to you one at a time. I doubt they'll wait while you eat them."

Conner paused for a moment, BBB was very strong, maybe he was strong enough to keep a hold of both older lions while he devoured them. Would he even eat them both in one go? Or save one for later? Conner didn't know the answer to these questions. When he looked back at the bear he was shocked to see he was ambling off once more in the direction of the laughing lions.

Conner supposed that if BBB wasn't worried about it then he shouldn't be either. He jogged for a quick moment catching up to the large bear. When they where at the edge of the small clearing that the camp was set up in Conner once more moved in front of the bear pushing on him until he stopped walking. He didn't miss the annoyed and hungry look on the bear's face and wondered if he might be pushing his luck with this.

"Wait just one minute." He said softly. "Let me go over there and get them to face the other way." He spoke. "Once there back are turned then you can come over and do what you want."

BBB looked from Conner to the other two lions a few times before slowly nodding. Smiling and muttering a quick 'Thank you' Conner walked out of the tree line and began making his way over to his brothers. They where obviously very drunk at this point, the ground was littered with dozens of crushed beer cans and even the rank smell of pot was in the air. Conner was really happy now that he hadn't stuck around. He didn't like pot and his brothers got very mean, and horny, when smoking it.

Neither Jack nor Victor had noticed Conner walking towards them, even though they where facing him. Sucking in a deep breath he jogged the last few feet and stopped in front of them. They hadn't started a fire even though the sun was slowly starting to sink. Conner didn't care. If everything went well he would be divining off in the large beat up truck in a little while putting all of this behind him. Jack and Victor would just become two more poor souls who got lost while out camping.

"HEEEEYYY! LOOK WHOSE BACK!" Jack called out finally noticing Conner. "Little Connie is back just in time!" Conner flinched internally but forced himself to not rise to the insult. "H-hey guys." He said softly not knowing how there reaction would be. "Wash that?" Victor slurred his eyelids fighting to stay open. He squinted his eyes unfocused. "Ish tha little Connie?" He asked. His large paw instantly went to his crotch. "Lookit, shes already naked! Com'er bitch and get on thish dick!"

He fell into a fit of giggles as he grunted trying to push himself up. He let out a low groan as he forced himself to his feet. Connar noticed that he was bare chested and his jeans had managed to come undone. He could spy a stained pair of tighty whites covering his waist behind the jeans. Putting on a smiling face he took a few steps around them.

"You know I want your big dick Victor," He said trying to suppress his shutter at saying the words, "why don't you come over here and give it to me, I've been missing it soooo much!" He elongated the word trying to sound seductive. He got the desired effect cause not only did Victor start to follow him but so did Jack. Both lion's began stumbling closer there steps unsure and there bodies wobbling as the alcohol and the drugs numbed there senses. Once both there backs had effectively been turned away from where Conner had left BBB he made a series of gestures in the direction of the tree line. For a while he thought the bear might of wondered off cause he didn't come right out. He was worried because the two bigger lions where almost on him and he didn't have any more room since in order to get there back to the trees he had to stand in front of the truck.

"Oooohhh..." Jack said low. "Look it brofter, lil' Connie wants ta fuck in da truck like lash time!"

The two snorted and chuckled both starting to push there jeans down along with there underpants. Gulping heavily Conner felt his back his the cold metal of the pick up. Jack and Victor both reached out to him there members fully exposed and rock hard when suddenly the both grunted and stopped moving forward. There fingers inches from Conner's face.

"Wash tha?" Victor grumbled as he grunted trying to move forward. "I'sh stuck on somthin."

Looking up Conner almost laughed and cheered with joy. Towering above Victor and Jack was BBB, each one of his massive paws was gripping tightly to the scruff of Victor and Jack's necks. Neither one seemed to be able to tell what was holding them back. That is until Jack brought his paw up to his nose.

"Oh fuck..." He hissed. "Wha da fuck ish that smell?" He started to sniff the air trying to find the source. Naturally this caused him to turn his head around and his snout pressed right into the belly of BBB. He coughed heavily before looking up into the towering face of the Ursine. "Hey fuck face!" He snapped. "Your fucking fat ass stinks!"

His words seemed to draw Victor's attention away from Conner and he too looked back at the large bear. "Dude! Where da fuck did this fat o shit come from?" Once they had seen BBB they both seemed to finally realize that he was the one holding them back. They both griped and growled letting out a few angry hisses trying to break his grip on there necks. "Gettof!" Victor growled swinging his meaty fist at the bear's belly.

Almost as if they where in a cartoon, Victor's fist sunk deep into the fat rolls of the bear's stomach Conner though it would just keep going until the lion sank fully into the gut. In truth his arm only went in till midway up his fore arm before bouncing out again leaving BBB unharmed. The shock from the two male lions was almost comical. As one they both began pounding away at the bear's massive belly calling him all sorts of names.

The words; fat and slob where used more than any other. Nothing they did or said seemed to effect BBB. In fact, if Conner was reading his expression right, it was only making him even hungrier. Finally, after about fine or so minutes of there thrashing and screaming. Both brothers began to lose energy. There tongues hung from there mouths as they panted there bellies quivering with exhaustion.

"All done?" BBB said in his deep voice. The fact that he had spoken shocked the two as it had Conner. "Good, cause you two made me even hungrier than I was before." His thick tongue poked out and ran over his lips once again sending a fresh wave of slobber down onto his chest, belly and even some on Jack and Victor's faces.

They both gagged at the rank spit fell on there faces covering there noses. BBB looked between the two of them as if sizing up which one to eat first. Conner expected that was exactly what he was doing as he seemed to decide on Victor first. Lifting the slightly smaller of the two up he chuckled sending his belly jiggling once more.

"First the appetizer," He growled, "Then the main course!"

Victor twisted and screamed his drug and beer induced lethargy seeming to vanish. "No you big fat fucker!" He hissed and growled trying to swipe his claws at the arm that held him aloft. Unfortunately due to his own pudgy arms he couldn't reach that far back, not that it would of done any good anyway. "You slobbery piece of fat shit! Let me fucking go!"

BBB ignored his screams and thrashes just as he had when Conner had been the one dangling from his paw. Lifting the older lion up above his head, he tilted back and opened his mouth wide. Conner saw Victor visibly shrink and shutter at both the sight and the smell that came from the bears mouth and throat. Conner felt an odd tingle run through his body at the sight before him. He didn't know why, but he was starting to get excited. His body felt electrified as he prepared to watched this large predator devour his brother. He wondered if BBB would be able to swallow him whole like he had been doing to him.

The ursine's tongue rolled out of his mouth and hung in the air like a pulsing living red carpet ready to welcome the first half of his meal into his waiting gullet. The moment Victor's feet touched the spongy tongue he began to scream and redouble his efforts to escape. BBB quickly captured the wiggling feet between his powerful jaws. His cheeks and jaw began the rhythmic movements of one sucking and tasting something worth savoring. Conner knew the bear was making sure to wiggle his tongue between each toe and over the sole and top of the foot, sucking off every ounce of flavor there was.

His own feet wiggled in the grass remembering the sensation and it sent another pleasurable shiver through his body. Victor's screams seemed to fade into the background as Conner, and Jack watched the show. With a loud heavy gulp BBB's neck bulged slight as Victor's feet slipped into the throat. With the new area of flesh in his mouth the bear began the process all over again. Lick, suck, taste then gulp. The process was repeated dozens of times. After each gulp a little more of Victor's body would sink into that bulging throat that seemed more than capable of containing the struggling feline.

After almost ten minutes, BBB had all but Victor's head and arms down inside his throat. The lion had long ago stopped struggling and was now instead crying and whimpering for there mother or father. Conner, meanwhile, was having the strangest revelation of his young life. He was finding that not only was he enjoying watching his brother get devoured by this big fat slobbish bear. But he was also getting turned on by it! His lion-hood had long ago slipped from his fuzzy sheath standing proud and firm in the cool air of the late evening.

He was marveling at the sight before him and even more so that he had caused the current events to occur. A heavy gulp cut through his thoughts. Looking up he saw that now only Victor's arms where outside of the thick slobber soaked black lips. The fingers wiggled and clenched into fists as Victor's face pressed outwards against the impressive neck fat.

BBB had stopped holding Victor's scruff a while ago and was now using that massive paw to rub circles over his ballooning out belly. Conner looked down and watched the paw rub over the massive expanse of flesh and fur, he thought he could see wiggling coming from within the belly and that only sent another surge of pleasure through him.

Taking a few steps closer he felt the heated wall of BBB stench wash over him. He didn't care. The smell had only been adding to the pleasure for a while now. Reaching out he carefully placed his own, much smaller paw, on the bears stomach as well. He could feel the gurgling coming from within along with the violent jerks and movements from his brother turned meal.

"Wow..." He breathed out softly marveling at what was before him.

A large brown furred paw fell on top of his own and he looked up to see BBB looking down at him. His head still slightly raised up with the last of Victor's paws trying to claw at his nose. With a large grin, BBB opened his jaws wide. His tongue snaked out curling up around the fingers and with no effort at all dragged them into his waiting jaw. They snapped closed with a small wet 'click' followed by his normal sucking and licking motion before, with one last heavy gulp. They bulged there way down his throat until they vanished behind his barrel chest.

The bear's paw tightened slightly over Conner's and slowly moved the young lion's paw around on the belly a few times before coming to a stop near the crest of the stomach. Conner kept his eyes locked onto BBB's own. The bear's grin widened as Conner's eyes bulged out. Under his paw he felt what could only be the last of Victor's body entering the might stomach of the predator. He thrashed around with all his might, which at this point wasn't much at all. Conner gulped slightly before shivering and letting out a low moan. His barbed shafted pulsed and flared as his young balls tightened sending a few ropes of lion spunk shooting from his shafts head and splattered against the underside of BBB's belly. The ursine seemed pleased with Conner's reaction and used his large paw to press Conner's into his gut a little more before letting it go. There eyes remained locked for a while longer before the bear turned his attention back to the second half of his meal. "Time for the main course!" He growled happily the fire of hunger back in his eyes.

Conner, his paw still pressed firmly against BBB's stomach turned to look at Jack who oddly enough had been watching the two with a look of both shock ad disgust on his face. At the mention of the "Main Course" he began trying to struggle and get away once more. His fists swung wildly and his feet kicked whatever part of the bear he could reach. Unfortunately the only part of BBB he could reach was his massive belly. As soon as his foot made contact with the bear's stomach a mighty belch erupted from BBB's jaws.

Saliva and a few chunks of golden fur flew from his mouth covering Jack's face. The bear chuckled and smacked his lips savoring the taste that had come up with the burp. "Mmm, I hope you taste as good as he did." He said with delight. "I hope you put up more of a struggle too. Nothings better than feeling a meal wiggle going down and in my belly."

Jack coughed and gagged violently as he tried to clear his nose and mouth of the stench around him. With a jerk, BBB began to lift him up into the air. Getting into the same position he had been in with Conner and Victor. Conner watched with rapid interest before a thought struck him. "Wait!" He called out.

Surprisingly BBB stopped in the middle of lowering Jack into his maw. Jack seemed to freeze also a small glint of hope flashed across his face. He thought that maybe Conner would finally do something useful and help free him from the big fat disgusting blob of a bear. BBB let out a soft growl as he looked down at Conner.

"Can- can you do it the other way?" Conner asked sheepishly. BBB blinked at him but didn't say anything. Conner clarified. "Can you, you know, eat him head first?"

The spark of hope in Jack's face turned to one of rage and anger. BBB's however turned to amusement and, of course, hunger. Without saying a word he raised his other paw up to get a better hold of Jack's body. Pinning his arms down by his sides, the bear turned the lion upside down so that his big maned head was now pointed down at his gaping maw.

"You mother fucker!" Jack growled glaring at Conner. "You piece of fucking shit ass hole!" Conner watched Jack slowly being lowered towards BBB's drooling maw, saliva over flowing once again from the corners of his mouth soaking into his fur. Jack continued to curse both Conner and BBB. He used a few curse words Conner had never heard before and he didn't know where the other lion had heard them.

Jack's words where cut off when his head entered the fat bear's mouth. The thick lips sealed around his neck and BBB began to suck and lick. He spent an extra long amount of time tasting Jack's head, Conner assumed it was cause unlike himself or Victor. Jack's mane was much bigger meaning BBB's tongue had more flavors to dig out from it. Finally after almost five minutes. The bear's jaws opened again and a heavy gulp filled the air. Conner watched in awe as Jack's face pressed out against the flesh of BBB's neck just like Victor's had.

Once the head was in his throat, BBB seemed to devour the rest of Jack with relative ease. Not that he would normally have trouble. Conner once more placed his paws, this time both of them, onto BBB's slobber soaked belly. He could still feel Victor struggling inside the stomach, albeit much much weaker than before. But soon enough he felt a new invigorated struggle as Jack began to enter the stomach. Rubbing his paws around the massive stomach, Conner quickly found the same spot BBB had placed his hand before. He was able to feel every inch of Jack entering the stomach.

He even took it one step further and pressed his whole body against the firm yet still squishy belly. Turning his face he pressed his ear against the stomach and a series of gurgles and shouts reached him. His tail flicked in amazement and pleasure as he heard the sounds of the bears stomach gurgling and his brothers screams as the digestive juices inside began to work there magic.

Conner gulped and moaned heavily as he stood there. His whole body pressed against this fat slob of a bear who he had just offered up his own brothers to on a silver platter. He should of felt bad, he should of felt ashamed. But he didn't. He felt happy and elated and more importantly turned on beyond anything he ever had before in his life!

The feel of a large paw resting on his back made him slowly pull back from the gurgling and jiggling stomach. Looking up into BBB's slobber soaked face he smiled. "That," He paused trying to catch his breath, "that was amazing!"

"Glad you liked it." BBB rumbled out placing his other paw on his belly and rubbing it lovingly. "You where right, the two of them filled me up more than you ever could of. They'll make fine additions to my body once there digested and turned into more fat."

Conner looked over BBB's massive blubbery body and was amazed that the body that had only an hour or so before terrified and disgusted him, now seemed to turn him on. Indeed with every shifting of his hips against the bear's gut he felt a new warm load of lion spunk coating his shaft. He had shot his load without even realizing it. Humping against the massive gut that was digesting his brothers. He felt heat rush to his face and he stuttered before taking a deep breath letting it out slowly;

"So, what now?"

BBB tilted his head and seemed to think for a moment. His large paw never leaving his bloated gurgling belly. A large grin spread across his muzzle causing a fresh wave of slobber to pour from between his lips. The heavy paw pressing against Conner's back shifted up to the back of his neck. The thick fingers gripped his scruff tightly and he felt his feet leave the ground once more. A small wave of vertigo rushed through him as he was lifted high into the air. Looking down he saw the grinning face of the Big Fat Bear beneath him.

Conner's own face turned into a smile. He knew exactly what came next. He wasn't afraid, in fact he welcomed it. He didn't know what had changed between now and then. But as the bruin's jaws parted and the wafting air of rank breath and half digested lion reached his nose, he began to purr. The rumbling voice that sounded out before the wet sliminess engulfed his toes sent a shiver of excitement and pleasure through him.

"Time for dessert!"