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Splinter had decided to take a walk through the sewer system that had been his home for many years. Having raised the four ninja turtles to adulthood had been some of his greatest joys his life had offered him, and now at this point, he honestly could say that he had no regrets. As he was getting closer to the part of the sewer that he and his sons lived in, he could hear the sound of lustful moaning out. It wouldn't be the first time he had caught the turtles in an orgy, and hopefully wouldn't be the last.

"Are you boys having some fun without your old man?" Splinter said, loud enough to be heard, but before he got in, "I hope someone's got a free hole ready."

As he got closer, however, and could see inside, it wasn't exactly what he was expecting. Yes, there were hot muscular men with their dicks out. But, instead of there being four ninja turtles, there were three biker mice. Modo, Throttle, and Vinnie were in their home, and the muscular men each had their dicks engorged with the shape of a turtle inside and going down their arousals. Vinnie, the white-furred mouse, was definitely the greediest of the bunch, as he had two turtle bulges in his manhood. The top of Leondardo's head was just barely sticking out of his cockhole while the others were working their cockmeals down, moaning out at the stretching they were providing.

"Oh, well now." Splinter said, watching the ninja turtles get devoured and coming further into the room while the Biker Mice from Mars feasted upon them, "Looks like I missed the fun."

Vinnie huffed, his thick cock throbbing as he worked the bulges of the two turtles down, and Splinter came up to that thick shaft to give a quick kiss to the top of Leonardo's head before it was completely swallowed.

"We're gonna have plenty of cum left after they're churned up, you haven't missed anything." Modo said, squeezing the top of his shaft to further push his cock meal into his heavy, swinging balls.

"Yeah, we can have a cum dump that isn't Vinnie this time." Throttle said as his cock bulge squeezed into his thighs and dropped into his nuts.

"Hey now, don't think I won't stuff you in there after them to make myself bigger." Vinnie said, letting his dick flare as the tight tunnel squeezed his two cock meals down, one sliding into each nut as they hit the ground with a solid thump.

"Boys, boys." Splinter said, "There's no need to argue, I'd be more than enough for all three of you to handle. I did teach those four everything they knew after all. Three dicks that are three feet long each? I could do that on my knees. In fact..."

As he said that, Splinter dropped onto his knees and undid the top half of his robe. A firm, muscular rat chest with two perky nipples and a small forest of chest hair going between each mound down his front was exposed, with the treasure trail vanishing beyond the lower half of his robe. The elder rat playfully flexed his chest at his three guests, and a slight sound of his muscles straining and stretching under his skin could be heard in the room.

"Wheeeeeeeew." Modo whittled, "Damn, you're pretty jacked for a guy your age."

"No kidding, you'd probably be the most muscular of our group fifty years ago." Throttle added.

"I'm waiting for you to impress me, boys." Splinter said, "You ate the ninja turtles, so you must have SOME skills with your dicks. And don't let my age fool you. Let me see what you got."

The Biker Mice from Mars didn't need another invitation. The three were soon looming over the kneeling rat and rubbing their three-foot long dicks along his muscular chest. Modo and Throttle were on the sides while Vinnie stood between them. Splinter opened his mouth wide and took Vinnie's cock into his maw and quickly went to town on it, sucking on it while reaching up to grab the other's dicks and jacked them each with one hand. He bobbed and weaved his head over Vinnie's shaft while they humped over him, slapping him in the face and chest while getting jacked off.

He didn't stay on one cock for long, and popped Vinnie's out of his mouth before starting to suck on Modo's. The three biker mice were moaning again, humping forward, and slapping their turtle-filled balls against the old rat. But Splinter was working the trio like the master he was. There was hardly a moment when he wasn't sucking one of their dicks, deepthroating it, and jacking off the other two. That didn't mean the biker mice were slouches by any means. Each chance they could, they were grinding their meat along his chest and face, rubbing their arousals along his pecs and nipples.

They were soon back to that starting position, with Vinnie getting his cock sucked, and with Modo and Throttle grinding along Splinter's chest. The two mice on the side then thrusted hard, teasing Splinter's nipples, before grinning and shoving their dicks into his chest nubs. That did make Splinter gasp for a moment, not expecting the sudden intrusion, but he quickly regained his composure, but not before Vinnie pulled his cock free from Splinter's maw and slapped him across the face with it.

"Hope you're not giving up yet." Vinnie said, as the other two mice were humping hard into Splinter's chest.

"Not by a long shot." Splinter gasped out, regaining his composure and now clenching his chest over their schlongs.

Vinnie humped forward as well, before moving slightly over to join Modo in fucking one of Splinter's nipples. The old master rat clenched his teeth as his nub was being stretched out, and the two mice frotted together as they pumped and humped into his chest. Three sets of nuts filled with cum that used to be turtles slapped along Splinter's front, each smack connecting with the sound of a basketball hitting a solid brick wall. Splinter was really moaning out now, his breathing was hard and heavy, and under his robe, something big was stirring.

But, they weren't done yet. Vinnie pulled his cock out of the nub, a wet pop echoing through the room, and then joined Throttle's side. Like before, he jammed his thick yardstick in, giving the other nipple on the rat a big stretch. They were humping harder in, pre leaking into Splinter's pecs, as he clenched hard, tighter than any ass they had taken before, as the nubs sucked and squeezed on the mice dicks.

"Mmmm.... Okay, starting to impress me." Splinter huffed, his chest tightening as their humps were gaining more speed.

The biker mice were still in a steady rhythm of fucking his chest, but the timing was getting more erratic as they were getting closer to their edge. Vinnie popped his dick out, another wet and lewd pop echoing through the room, before once more jamming his cock down Splinter's throat.

"How's this? Impressed yet?" He said, flexing his own chest before grabbing Splinter's shoulders and starting to really thrust down his throat, making the rat take every inch of his fat cock.

Splinter was muffled, but kept sucking hard. The dicks in his nubs he was stroking as they were going in and out, and he kept working that shaft on his throat until his face was right up to Vinnie's crotch, taking every inch of it.

Their fucking of the old rat was getting faster and faster until, finally, their nuts tightened up and pulled up towards their bodies. A thick bulge formed in the urethra of their dicks, and a torrent of cum was beginning to flow out of their meat. Splinter's chest clenched over Modo and Throttle's arousals, making sure to lock in every drop of the former ninja turtles into his chest, and he eagerly and greedily guzzled the hot load that Vinnie was shooting down his throat. He gulped, stroked, and swallowed, pulling the three closer to him, and letting their hot liquid goo flood into his body.

Splinter's body eagerly and easily guzzled what they could give, and he kept going until Modo, Throttle,and Vinnie were spent. Their dicks were milked dry by Splinter's throat and chest. Their breath was heavy, and they slowly pulled back. More lewd pops came from the old rat's nipples as their thick cockheads were freed, and Splinter gave Vinnie's shaft one more teasing lick as it was removed. Not a single drop oozed from their meat, all of it taken by the old master.

"Mmmm...not bad. I'd put you at about even with the four you ate in terms of teamwork. Perhaps a little less effective due to the number difference. After all, not a single one of you even tried to go for my dick." Splinter said, wiping some seed from his lips.

Then, he tensed up his body. A surge worked its way up and down his form, his muscles straining a bit as he was assimilating all that extra cum and mass they had unloaded into his body. A few veins popped on his arms and his pecs bulged out even further, and Splinter got back to his feet before disrobing completely.

Now that Splinter was naked as well, the three biker mice could see that the rat had an absolutely massive dick. One that put their own to shame. It looked to be only semi-hard, but it was as large as Splinter was tall. The gaping cockhead was oozing cum out of it, and the heavy rat balls hung past Splinter's knees, just millimeters off of the ground. Another surge came through his body as he finished absorbing the cum they had unloaded, and he gave a teasing pose to the three mice, letting his firm body do the talking for him.

"Damn, look at the size of that thing!" Throttle said, his gaze locked on Splinter's cock.

The brown mouse leaned in, looking over Splinter's dick. He was practically transfixed by the anaconda coming out of the rat's groin. It was like he couldn't believe it was real, and his face got right up to the steadily growing dick. It came as a surprise to no one, not Splinter, not Modo, and not Vinnie, when Splinter's cock yawned open and lunged forward, swallowing over Throttle's head and pulled him off of his feet and started to swallow him.

"Jeez, Throttle, you think you'd know better." Modo said, shaking his head.

The two other mice just stood back and watched as Splinter devoured Throttle. His dick clenched and sucked, pulling over the upper body of the brown mouse and got him off of his feet. The rat dick flared up, and Throttle was kicking in the air as his chest and front were taken in. His shape bulged out Splinter's urethra, making a steady and expanding bulge as he was swallowed down effortlessly by the old master. Throttle muffled out something, unable to be heard by the other two, but he kicked more frantically before his feet were swallowed up.

"Guys, pull me out. Pull me out!" Throttle said, his voice stolen by the rippling cum tunnel of Splinter's shaft, before his head pushed into the tight ring at the base of his dick and squeezed him through. In a matter of moments, another firm swallow came from Splinter's cock, and the last trace of Throttle that was out of him, his long tail, was slurped up. He quickly found himself being deposited into one of Splinter's cum factories, soaked and splashed in his hot rat juices.

"Well, guess he had more to learn." Splinter chuckled as his left nut bounced with the squirming mouse inside of it.

The other two were watching with lustful grins as Throttle pushed and struggled out, making several hand and face prints in the furry nut of Splinter, while the large orb gurgled and sloshed over him. Gradually, Throttle was being converted into cum, digested in full view of the others inside the big rat's sac.

Splinter started to grow larger and more muscular again, his body surging and bulging outward. Biceps, pecs, thighs, legs, even his abs firmed up. Throttle was soon no more, nothing but more size on the rat, and he stood a foot taller than the remaining pair, looking down over his pecs at the two of them.

"Oh hell yeah." Modo said, looking up at the huge, naked rat. "That's a hunk of man right there. Fuck... i want... no I NEED to be part of that!"

Modo got onto his knees in front of Splinter. He reached for the thick dick of Splinter and held it up, licking the cockhead and rubbing under the glans.

"Eat me like you did Throttle." Modo said, "I want to be churned up and added to your size."

"Whatever you want, cockfood." Splinter said, and humped forward.

That single thrust was enough to spread his slit over Modo's face and head, sucking the muscular mouse in as well. The head of Splinter's cock engulfed Modo's shoulders, and the grey mouse's dick sprang to life again as he was being eaten. He kicked and pushed, trying to shove himself deeper into Splinter's cock. His tail was swishing like a whip near everything around him.

"Not gonna miss out on my last opportunity for this ass." Vinnie said as Modo was being sucked further down Splinter's cock.

The white mouse came up to Modo's lower half and hoisted him up and spread his legs apart before aiming his cock right to the exposed asshole of the other. With a quick thrust, he slammed in, fucking Modo hard and pushing him deeper down Splinter's cock. Vinnie wouldn't have much time, as Splinter was sucking and pulling Modo in quickly, but he was giving Modo a few good quality slams and humps as he was being swallowed down.

Modo kicked and squirmed, his body sliding down that hungry arousal, and Vinnie fucking his ass was shaking his whole body. His toes clenched and curled, and soon his tight butt was engulfed by the hyper rat cock. Vinnie's cock slowly slid out of him, as even as large as it was, it couldn't go deep enough at this point to further fuck him. So instead, Vinnie settled for fucking Splinter's cock while Modo's thick, muscular legs and long tail were taken in instead. Modo's soles gripped along Vinnie's sides, but soon were pulled in, and the second of the biker mice was now completely swallowed by Splinter's dick, while Vinnie kept thrusting into the sucking cockhead.

Modo wiggled and squirmed as he was sinking down that pulsing cum tunnel, and soon found himself getting squeezed through the same tight ring Throttle had gone down just minutes before. A hot musky blast of air hit him in the face, and Modo unloaded, sending his much smaller splurt of seed into the pool of cum he splashed into. Modo gasped happily, taking in that hot musky air into his lungs before diving under, letting Splinter's cum wash over and churn him. A few bubbles emerged on the surface, as Modo pushed about inside Splinter's balls, but he didn't surface.

Vinnie was still thrusting hard into Splinter's cock, a second orgasm brewing in him, and he humped hard into it. Splinter's cockslit squeezed and pulled, sucking on Vinnie's shaft harder and harder, until the mouse practically doubled over the hyper shaft, quickly working his dick into the tunnel and blasted as well. A steady flow of cum exited his nuts, and quickly went down to flood Splinter's. There was just enough left inside Vinnie's sac to have Splinter's balls finally crash to the ground, filling to the brim with rodent spunk.

The minor squirms that were Modo's last moments subsided inside Splinter's sac. He too was converted into cum and mass for Splinter's body, and now Vinnie watched as the rat further bulged and expanded with size and muscle mass. He had been taller before, but was now standing ten feet tall, with a massive set of pecs and perky nips, and a cock still bigger than he was that was sucking Vinnie's balls dry. He looked up to the old master rat, and couldn't even make out his face from the pec shelf that was looming over him.

"So since you gave me the turtles back as cum, how about I do the same for you?" Splinter said, his cock slowly pulling off of Vinnie's much smaller one, before flaring and flexing it up in an intimidating manner.

Vinnie licked his lips and nodded wordlessly. He bent over and showed off his tight ass to Splinter, giving one of his cheeks a quick slap.

The rat looked over Vinnie's ass and then, with a single finger, trailed it over the puckered hole. Then a second finger joined in, and he shoved them both into Vinnie's backside. Vinnie moaned out, soon feeling a third come in as Splinter was loosening him up. Just those three fingers were thicker than any cock he had taken aside from Throttle and Modo, and he knew that soon he'd be taking something that put those two to shame. After all, it had eaten them.

Splinter then had his whole fist jammed into Vinnie's backside, and the mouse gasped. He started to pant like a true bottom now, as Splinter shoved more of his thick, muscular arm into the mouse. He tried to clench over it, but Splinter just gave small flexes of his muscles and completely ruined any tightness he might have gotten. But Splinter didn't stop there. No, he went right up to the elbow, with Vinnie feeling that fist in his chest, it was so thick and deep. And then he pulled out, going right to the wrist again, before jamming more of his arm up Vinnie's ass. He repeated this several times, treating Vinnie like a puppet.

"Come on, fuck me!" Vinnie was finally able to get out between pleasurable gasps.

"If you say so." Splinter said, removing his arm, "If I hadn't loosened you up though, my cock would rip you apart."

The huge rat shaft was now sliding along Vinnie's back before Splinter pushed the head right to Vinnie's loosened up asshole. With no warning or bracing, the larger male slammed his dick into the smaller. Vinnie's eyes nearly bulged out of his head as that huge rat cock filled up his insides and speared his body. He tensed up quickly but then quickly went limp as Splinter pulled out and then started thrusting into him. He began to drool from the sensory pleasure overload he was experiencing as his chest and stomach bulged out with that thick dick.

Splinter then grabbed the white mouse and twisted him on his shaft, putting Vinnie on his back as he was being pounded. The constant thrusting continued to push up into the biker mouse's chest, and went so deep that he could taste Splinter's cock on the back of tongue. He gulped, and his throat was able to squeeze over the tip of Splinter's cockhead.

The rat then flexed and flared his cock upward, bouncing Vinnie on it several times. Vinnie had to wrap his arms around the large rat to steady himself as he was being completely filled with cock. His face was pressed into the hairy pecs of Splinter, that chest that minutes ago he had been stretching out with his dick was now bigger than his head. He huffed and panted and then pressed over one of Splinter's thick nubs, latching his lips to it as he started to suck on his chest.

The pounding in Vinnie's ass was getting rougher and harder as he sucked on Splinter's pecs. The rat went deep, shoving foot after foot in before pulling it out and jamming it in harder. He was practically a toy to the massive muscle rat, and the wrecking balls Splinter was sporting were slamming into his back with every thrust.

After what felt like forever, Splinter finally unloaded. His biker mice infused cum bulged and rocketed out of his dick and gushed upward like a geyser. Vinnie felt the thick cream blast into the back of his mouth and leaked out onto Splinter's chest. He stayed latched on and started to swallow, trying to keep all of that cum inside of him. His stomach and chest bloated and bulged out, cum flooding his insides. Every square inch of his body was coated in seed and forced him to stretch out to take more of it. He finally let go of Splinter's chest and leaned back, that dick still spearing him, and cum was flooding out of his muzzle.

As he looked up, while Splinter was still cumming, he saw the old rat licking his muzzle. He soon opened wide and humped upward. Vinnie was pushed deep in, lead in by Splinter's cock and shoved along that thick and broad tongue. The rat closed his mouth, now swallowing hard over Vinnie and pulling him off of his dick by swallowing him. The orgasm was still going, each blast pushing Vinnie further off of him, leaving a slick trail on the rat shaft was he pulled him up. Loud gulps came from Splinter was Vinnie's head was stretching out his throat and sliding deeper into the larger male.

Splinter slurped along the naked mouse with his tongue, tasting all the sweat, musk, and sexual pleasure that he had been leaking, as well as all the stray cum that was covering him. The rat gulped more, getting those shoulders and pecs into his mouth and now working over his arms and bloated stomach. More cum was leaking out of Vinnie's ass as he was being pulled up, until Splinter pulled his cock out of him, letting the river of seed flow out of that loose and ruined asshole.

He craned his neck back and swallowed over Vinnie's cum-filled gut, now more inside Splinter's throat than out. He gulped over the mouse's junk and legs, steadily taking him in. He then reached up and pushed on Vinnie's feet, shoving them into his mouth. Then, all that was left was his tail, which Splinter sucked up like a long noodle. His throat gripped and pulled Vinnie down into his stomach, bulging out his belly just as far as his pecs were jutting.

"URRRRRRRRRRRRRRRP" Splinter belched, feeling his gut fill out with the last of the biker mice.

"Well, that was highly satisfactory." Splinter said, watching his stomach squirm and move about as Vinnie struggled about in that tight chamber. The cum-soaked-and-filled mouse pushed about inside the rat's gut, but the digestive process was already upon him.

In a matter of minutes, he'd be nothing more than rat pudge