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It was late; far past midnight, and yet Tummi lay wide awake in his bed, hands behind his head, unable to fall asleep. It wasn't insomnia or anything keeping him up that night, nor was he too hot or too cold to get comfortable. Tummi knew exactly why he couldn't sleep; his mind was filled with thoughts of a certain other gummi that he just couldn't get out of his head, namely Gruffi. The big, tough and ever so slightly brutish gummi of the group. It was embarrassing, but lately Tummi had found himself becoming more and more enamoured with him. His voice, his forward attitude, and the way his tunic hugged his ass whenever he bent over... Tummi was blushing just thinking about it. He'd kept his crush on Gruffi a secret, or at least he hoped it was still a secret. He hadn't exactly been subtly when checking out Gruffi's buff figure or his petite little rump. He blushed even harder thinking about that particular part of him. He'd sneaked peaks underneath Gruffi's tunic whenever he got the odd chance and had caught glances of his naked form a couple of times while he was changing clothes, but that's all they were; glances. He so wanted to see more of his body, maybe even touch it, run his fingers through the fur of Gruffi's chest and belly before reaching around and grabbing two handful's of hot gummi ass...

Tummi's body started reacting to those thoughts; he looked down between his legs where his bed covers were starting to tent slightly over his growing member, his crotch tingling as his length gave a soft twitch. He felt so embarrassed, getting like this over Gruffi of all gummies, but he couldn't help it. His cheeks burning a bright pink, Tummi reached under his covers and took his semi-hard length into his head, opening his mouth slightly and letting out a soft sigh. He felt like such a dirty, naughty bear doing this. He lay back, splaying his legs and tugging at his member.

"Mm... Gruffi..." he moaned quietly. His member continued to harden in his hand and he began stroking, the images of Gruffi in his mind becoming lewder and more obscene. He imagined that hot, muscular gummi standing before him, slowly pulling off his tunic so Tummi could get a good view of his sexy, naked form. He'd never gotten a good look at what Gruffi was packing between his legs, but from what he did see Gruffi seemed like quite the impressive male down there. Tummi's hand worked up and down his shaft, his cock throbbing and twitching at the attention he was giving it. He gasped and moaned, his fantasies getting even dirtier... In his mind, Gruffi grabbed his head fur and rubbed his erect cock all over his face, talking dirty to him and smearing his scent and pre all over Tummi's face fur before ramming his length deep down his throat. Tummi would take it all, moaning and sucking on it like a good boy while Gruffi began pounding his face, Tummi stroking his own hard, fat cock the whole time.

It was too warm under these bed covers. Tummi quickly flung them off of him to reveal his big, chubby body, naked as he always was when he went to bed, his short but thick manhood sticking upright between his legs and dripping a drop of pre onto his belly. He shuffled about to get into a more comfortable position before he carried on jerking himself off. His fantasies had moved on from sucking Gruffi's dick; now he was bending Tummi over and parting his ass cheeks around his big, fat gummi bear cock. Tummi imagined that whole thing being rammed up his ass as Gruffi started fucking him hard and rough. Nobody would guess this from talking to him, but Tummi was the kind of guy who liked it rough; he'd often spend nights fantasising about being made another male's bitch and taking their huge cocks inside him, and this night Gruffi was that male.

Now that he was imagining having his hole bred, Tummi could feel himself feeling particularly empty down there. He had no toys to play with; there wasn't much privacy around here, he couldn't be sure nobody would find it... He did, however, become pretty good with his fingers, after a whole bunch of practice. He rolled on his side, raised one of his legs and brought his free hand around to toy with his hole. He took in a soft breath when he felt his finger pressing against his taint, his eyes still closed and his mind flooded with dirty thoughts. He imagined it was Gruffi back there, giving his hole a bit of playing with, teasing and toying with him. Tummi shoved a finger inside, gasping loudly as he penetrated his own hole. He tried to keep the moaning to a minimum for fear of waking someone up, but every now and again he couldn't help but give out a particularly loud moan or whimper. Hopefully anyone who might hear him would think it was their imagination and ignore it. His hand worked at his cock faster, his grip tightening while his finger was forced deeper and deeper into his tight passage.

"Ohh! G-Gruffi...!" he moaned out, still imagining it was Gruffi back there, now pounding his fat ass with that huge cock of his. He began pistoning his finger in and out of his hole, his body tensing up and clenching around the intruding digit as he worked it in and out, good and deep, eventually managing to shove a second finer in alongside it, although he didn't manage to get that one in as deep as he got the first one. He was still a virgin after all and he still hadn't mastered using his fingers to fuck himself. It was going to be a while before he could fit more than one finger all the way in there.

His two hands worked at their respective parts of his body; one hand jerking his cock furiously while the other fingered his ass as hard as he could handle. His cock was leaking pre all over the bedsheets at this point and the fur of his fingers was now covered in the stuff. It felt so good, Tummi felt like he could blow at any second. He pushed his finger in as deep as it would go and jostled it around in there, eventually managing to find his g-spot which, at the slightest tap, sent waves of pleasure through his body. He kept his finger there, pressing it against that sweet spot of his and whimpering loudly.

"Gruffi! Ohh, Gruffi! F...Fuck me, Gruffi! Harder!" he was so lost in the moment, so absorbed in his own pleasure that he wasn't even aware of his bedroom door creaking open or see the familiar brown-furred figure step into his room. Only did he hear his voice did Tummi's eyes snap open.

"Hey, haven't you seen the time? What're you yelling me f- whoa!" Gruffi stood stock still when he laid eyes on the naked and horny gummi in front of him. Tummi froze up and stared back at him, his hand still on his cock and finger shoved up his ass, not moving an inch, as if he thought that Gruffi wouldn't be able to see him so long as he remained still. Gruffi was dressed like he always was when he went to bed and wore nothing but a thin loincloth to hide his shame. There was a long silence, neither one of them knowing how to deal with this situation, but Gruffi soon spoke up again.

"Er, am I interrupting you, Tummi?" he asked.

"No... Er, I mean, yes...?" Tummi stuttered nervously, "Er, I'm sorry, uh, just forget you saw this, okay?"

"Ah, yeah sure... I'll, er... I guess I'll let you... get on with things..." Tummi nodded thankfully and watched as Gruffi turned to leave. Tummi felt a lump in his throat when he realized that the loincloth Gruffi was wearing had no back part; his ass was on full display. Tummi couldn't help getting some cheeky tugs at his cock as he stared a that hot, firm ass of Gruffi's. Gruffi then stopped at the door and turned around again to face him, quickly putting a stop to Tummi's renewed stroking.

"Oh, one question though..." said Gruffi, "I was walking past your door, gettin' myself a drink, and I heard you calling me...?"

"Oh!" Tummi gulped. He'd heard everything...

"So, ah, why exactly_were_ you calling me...?"

"I... I wasn't." Tummi said, the nervousness clear in his voice.

"Hey, I know what I heard; you were calling my name. Gruffi crossed his arms and gave Tummi a stern, stubborn stare. Tummi gulped again. The situation then clicked with Gruffi once he'd stared at Tummi and his erect cock a bit more. His cheeks turned pink under his brown fur and a surprised look crossed over his face, "Oh... You, ah, you were... I mean, you were..." Gruffi hesitated and stammered, but eventually managed to get the sentence out, "You were... _fantasising_about me...?"

"N-no!" Tummi blushed furiously, "Well, um... Maybe..." Gruffi took a few moments to take everything in, his eyes slowly moving up and down Tummi's naked form.

"Heh, hey, I guess I'm flattered." he chuckled with a smirk, "Know what? Maybe I'll stick around for a while..."

"Huh? B-but I'm..." Tummi looked down at his cock which had refused to soften, even after being caught red handed.

"Yeah, I know you're not done yet." Gruffi grinned and pushed the door closed with his foot before stepping towards the horny bear. Gruffi had a look on his face that Tummi had never seen before; a sort of cunning, mischievous look. Tummi swung his legs out of bed and sat there as Gruffi approached him.

"You're not gonna tell anyone about this, are you?" he asked.

"Nah, I won't tell anyone." said Gruffi, "And quit sounding so nervous. I'm not that scary, am I?"

"Well..." Tummi left the sentence hanging.

"Tsk... Ah, whatever." Gruffi shrugged, "Alright, tubby, I guess you have a thing for me, huh?" he could see Tummi blushing deeply under the blue fur of his cheeks. Tummi nodded, "Heh, then I bet you'd like me to give you a hand..."

"A... A hand?" Tummi asked.

"Yeah, you heard me." Gruffi took a step closer and stood between Tummi's legs. He leaned forward and reached down, his hand moving to cup Tummi's crotch. The tubby male gasped, "A hand." Tummi looked into Gruffi's eyes, too shocked to find the right words to say. Gruffi was touching him; his hand firmly placed on his crotch and Tummi's cock pressing and throbbing against it.

"G-Gruffi... Really? You're not teasing me?"

"Oh, I'm serious, big guy." Gruffi grinned, giving Tummi's crotch a squeeze, "I have needs too, you know." he leaned in closer, his mouth coming close to Tummi's ear, and he whispered, his voice low and lustful, "Let's fuck." Tummi was about to express his surprise when Gruffi placed a hand on the back of his head and pushed their lips together, his tongue forcing its way inside him. Tummi gasped with surprise and had to take a second to collect himself. This had to be a dream... Gruffi couldn't actually be there, in his room, shoving his tongue down his throat... Well... If it was a dream then Tummi might as well put his all into it. He pushed forward and returned Gruffi's kiss, moaning softly around the other bear's furry mouth as their tongues danced and stroked each other. Gruffi grunted and took Tummi's dick in his hand, squeezing it tight and starting to stroke it steadily. Tummi gave out a whimpering moan and pushed his hips upwards, his hands gripping the side of his bed as he began humping into Gruffi's grip.

Gruffi broke the kiss, his hand still working Tummi's dick.

"You like that, huh?"

"Mm! Y-yeah...!" Tummi gasped.

"Heh, then sit back, tubby. You're really gonna like this." Tummi watched as Gruffi started to kneel down in front of him, Tummi's cock still in his hand. He then leaned forward, mouth wide open, and licked slowly up his throbbing shaft. Tummi gasped, his grip on the bed tightening when he felt the warm, wet tongue pressing against his sex. Gruffi groped his cock and balls as he licked all over them, first licking across his big, heavy balls and smearing them with his cum before moving on to his member and slowly working up it, listening to the whimpers and moans he was getting from the chubby bear above him.

"Mmm..." Gruffi moaned with approval as Tummi's taste filled his maw, a drop of pre leaking from Tummi's tip before sliding down his shaft and onto Gruffi's tongue.

"Mm! Oh, G-Gruffi...!" Tummi stared down at him, still unable to believe what he was seeing. There Gruffi was, kneeling between his legs with his tongue on his cock, eagerly and hungrily licking all over it like it was one of the tastiest lollipops he'd ever had.

"Ohh, it's been a while..." said Gruffi, "I'd almost forgotten what a good cock tasted like."

"Forgot...?" Tummi gave him a questioning look. Gruffi had sucked cock before? His cock throbbed even harder at the thought. How many times had Gruffi been with other males before? He didn't have time to pose the question; before he could even open his mouth Gruffi had taken the tip of his cock into his maw and had begun sucking on it. Tummi shivered with pleasure and gritted his teeth when he felt Gruffi's tongue working along his sensitive cock tip, his mouth closing around it and giving it a good, hard, sucking. Tummi pushed upwards and shoved a couple inches of his length into Gruffi's mouth. Gruffi accepted the twitching rod inside him and pushed down onto it, letting Tummi push his manhood deeper down his throat.

"Mrrrph!" Gruffi growled with pleasure as he felt every hard inch being shoved inside of him. His own cock was semi-hard at this point and he reached down with one hand to grope at himself and squeeze at the erect tent he had in his loincloth. A second later and Gruffi had unceremoniously tore his undergarment from his body, leaving him completely naked while his cock continued to harden.

With loud and muffled moans Gruffi began bobbing his head up and down on Tummi's cock, stroking his own big, thick cock as he went, his dick quickly reaching full hardness. Still stroking himself off, Gruffi placed a hand on the base of Tummi's dick and started rubbing it while his head worked the upper half of his shaft. Tummi had the blank look and vague smile of someone having their cock sucked for the first time and being barely able to process how much pleasure they were feeling. He had a wide, open grin on his face and was panting loud and heavily. He absent-mindedly brought his hand over and placed it on Gruffi's head before pushing him down onto his cock and thrusting upwards, his fat cock being pushed even deeper inside of him. Gruffi choked slightly, which made Tummi hesitate, fearful that he'd gone a bit deeper than he could handle, but Gruffi kept taking it. Even when Tummi let off on his pushing and his thrusting Gruffi kept pushing himself down on Tummi's length, letting every inch of that big, hard thing enter his maw. He slurped and licked at it, his lips smacking against it as he continued his movements, his nose being pressed into the thick, blue pubic fur of Tummi's body with every downward push.

"Gruffi, t-this is amazing! M-more! Please!" Tummi lay back on his bed, his hands at his sides, still panting loudly as the pleasure Gruffi was giving him surged through his body. His cock was leaking copious amounts of thick, salty pre into Gruffi's mouth which was quickly licked up and swallowed with Gruffi savouring the thick, manly taste.

The room was filled with the loud, obscene slurping noises of Gruffi's mouth on Tummi's dick, mixed in with the barely controlled moans of the blue gummi who was still being careful not to draw attention to what was going on in here, despite how badly he wanted to moan as loud as he could for Gruffi. Tummi's breathing became heavier and he could feel his big, furry balls tensing up.

"Oh, Gruffi!!" he cried out, his voice barely contained, "I'm... s-so close... So close! Tummi was ready to blow down Gruffi's throat. He thrust upwards, fucking the brown bear's face in a desperate and needy attempt to push himself over the edge and reach boiling point. Suddenly, to his disappointment, Gruffi pulled his head off of his cock with a gasp and looked up at him, his lips covered in spit and pre.

"Not yet." he said.

"Huh?"

"I said not yet." Gruffi said again. He got to his feet with a grunt, his erect cock bouncing between his legs. Tummi laid eyes on the huge thing for the first time in his life and his breath caught in his throat.

"Oh, wow..." he gulped, "You're really... really nice down there..."

"Heh, yeah, damn right I am!" Gruffi chuckled and gave his cock a few tugs, "But like I was saying; we want this to last, right?" Tummi nodded his head quickly, "So that means no cumming; not yet anyway."

"Oh, uh, okay." Tummi said, "That makes sense... So what now?" Gruffi smirked at the question.

"Roll over. Stick your ass out."

"Roll over?"

"What're you, a parrot? Roll over already, we ain't got all night!" Tummi did as he was told, spurred on by the domineering tone to Gruffi's voice. He rolled over and presented his ass to the other bear who took a step closer and placed both hands on his rump, "Ooh, soft!" he grabbed his ass cheeks and pulled Tummi towards him, "Mm, now let's have fun with this ass of yours."

"What are you gonna d- ohhh!" Tummi gasped when he suddenly felt the thick, wet head of Gruffi's cock prodding against his tight virgin hole, "Mm! Gruffi, you really want to...?"

"Damn right I want to." Gruffi growled and pushed forward, "Now just relax and let me pound this fuckhole of yours."

Tummi could feel Gruffi trying to push himself inside and gritted his teeth. His ass was giving Gruffi quite a bit of resistance and he, Gruffi, was having a hard time getting Tummi's ass to stretch around his girth.

"Nghh... C'mon, you stubborn thing...!" he pushed his fingers against Tummi's hole and pulled his cheeks apart, giving his hole a little stretch as he did. Tummi made a high-pitched whimpering noise as Gruffi thrust forward, grunting as he finally managed to force his tip inside Tummi's plump ass.

"Ahh! Oh, G-Gruffi! Oh, geez!" Tummi squirmed and gripped at the bed sheets, his ass twitching around the rod penetrating him.

"Fuck, tubby!" Gruffi growled, "Why're you so tight back here? This your first time or something?"

"Mm! Y-yes!" Tummi gasped in reply, still trying to get used to having Gruffi's cock inside him.

"Huh? It is, eh? Ha! Good! The tighter the better!" he thrust forward hard, burying a few more inches of his cock inside Tummi's fat ass and stretching his hole even wider around his thick dick.

"Ooh!" Tummi moaned.

"How's it feel?" Gruffi asked, inching his cock inside him, "That feel good?"

"It... hurts...!" Tummi said through clenched teeth, "But... But..."

"But what?"

"But I... like... it!" this was a whole lot better than using his fingers. Despite the burning pain in his increasingly sore behind, having Gruffi's manhood rammed inside him felt so damn good. Tummi even started to push back so Gruffi could get more of himself inside him, a motion that didn't go unnoticed by him.

"Heh, someone's eager." Gruffi said with a chuckle, "You want all this inside your ass, huh?" he slid a couple inches out and then pushed them back in, humping into Tummi's rump with what few inches of cock he'd gotten in already.

"Mm! Y-yes! Please!" Tummi moaned, "I want all of it!"

"How badly?" Gruffi asked.

"So bad!" Tummi whimpered.

"You gonna call yourself my bitch?" Gruffi smirked, "I might give you all of it if you do." Gruffi slid an extra teasing inch inside of Tummi's body, making him moan and shiver at the feeling.

"Ah! I'm your bitch!" Tummi moaned, "Oh, Gruffi, I'm your bitch!" his voice had gotten louder; he was really running the risk of disturbing the other gummies at this point.

"Heh... Yeah, you are." he slid his cock out of Tummi's ass and then shoved as much of it as he could deep inside him. Tummi buried his head into the sheets and moaned loudly, his ass clenching down hard around Gruffi's member, "Fuck! So damn tight!" Gruffi forced himself deeper and deeper, inching his way inside of Tummi's passage until he finally felt his hips pressing against the soft fur of Tummi's behind.

"F...Fuck me..." Tummi whimpered. Gruffi intended to. With his hands gripping Tummi's ass cheeks firmly he started pounding away at him. He pulled out fast and thrust in hard, eliciting loud cries from Tummi with every push he made.

"You're ass is amazing!" Gruffi growled. Tummi's hole felt so tight around his cock; the tightest he'd ever fucked, and his cheeks were so soft and chubby and fun to squeeze and toy with. What wasn't to love?

Tummi could feel his own cock dripping pre onto the bed he was bent over as Gruffi used him. Every thrust he made just served to coax out more thick droplets of pre-cum from the aching tip of Tummi's hard and needy cock. He reached down and took it in his hand, stroking it furiously and pushing back against Gruffi's hips once more, letting the bear ram his ass full of his throbbing gummi bear cock. Gruffi steadily picked up the pace, his thrusting getting faster, harder and deeper until he leaned forward suddenly and reached around Tummi's chest, gripping his body and holding him close while he lay on top of him and pistoned his hips back and forth. Tummi gave a surprised squeak when he felt Gruffi start toying with his nipples, his fingers stroking and rubbing and squeezing at the sensitive things until they'd gotten nice and hard.

"What are you?" Gruffi growled, his fingers squeezing Tummi's erect nipples and making him gasp.

"Ah! A... A bitch...!"

"Whose bitch?"

"Your bitch! I'm your bitch!" Gruffi gave his nipples another hard squeeze.

"Whose?"

"Mm! I'm Gruffi's bitch!!"

"Yeah, that's a good boy." Gruffi' breathed, voice dripping with lust, "One more time, fucktoy."

"I'm Gruffi's bitch!" Tummi cried out obediently. That seemed to spur Gruffi on more and the bed started to squeak and creak from the hard, fast movements of the two males. Gruffi could feel the muscles in Tummi's passage clenching and twitching around his girth. His bitch was close. He moved his head closer to Tummi's ear, pounding away as hard as he could, and then whispered to him in a low, growling voice.

"Cum for me, btich." that was all it took to send Tummi over the edge. The feel of Gruffi's warm breath on his ear and the order to blow for him finally sent Tummi over the edge and he erupted all over his bed, his cock throbbing in his hand as he kept jerking himself off, coaxing load after load of hot gummi cum from his aching tip. Tummi's ass squeezed Gruffi's manhood like a vice and sweat started to drip from the dominant gummi's brow as his own orgasm steadily approached. His hips were a blur and Tummi could hear him grunting loudly into his ear as he fucked away at his tight, previously virgin ass, eventually giving a hard twitch and blowing his load deep into Tummi's body.

"Mm! Gruffi! Ohh, yes!!" Tummi was in ecstasy, his whole body shaking as he felt every single rope of cum being shot into him, his own cock blowing several more of his own streams of cum over his sheets before finally calming.

"Nghh! Mmph!" Gruffi gasped, sliding his hips back and ramming his cock back into his bitch a couple more times after he'd finished cumming for good measure. He then slowly slid his cock from Tummi's used and dripping hole, sighing softly and looking down as Tummi collapsed onto his bed, panting, exhausted. Gruffi towered over him with a sly smirk on his face, "Enjoy it?"

"Y...Yeah..." Tummi panted.

"Heh... Me too." Gruffi said, giving Tummi's cum-dripping ass a hard slap, "Anyway, you look tired. Guess I'll let you get some sleep."

"Er... You aren't gonna cuddle?" Tummi looked over his shoulder at him.

"Cuddle?" Gruffi raised an eyebrow, "Eh, you know, I'm not really the type..." their eyes met; Tummi had a clear puppy dog look in his eyes, "Geez, don't look at me like that... Fine, fine, I'll stay and... cuddle... Just don't let anyone find out about this, okay? I mean, I can handle them finding out I pounded your ass, but I still have a reputation I need to uphold." Tummi slid his legs back into bed and Gruffi was about to climb in after him when he noticed the patches of cum Tummi had shot across the sheets. Looking around and quickly swiping up his discarded loincloth, Gruffi used it to clean the jizz from Tummi's bed before climbing into it.

"'Night, Gruffi."

"Yeah, g'night." Gruffi was blushing furiously. He wasn't the cuddling type, but those big, begging eyes of Tummi's had put him in a corner. He lay there, the tubby blue bear cuddling up to him. He eventually managed to swallow his pride and put aside his embarrassment, closing his eyes and slowly letting himself drift off to sleep with Tummi doing the same next to him, the blue bear's arm wrapped firmly around his chest.

THE END