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Kit Cloudkicker once thought he had it all figured out.

It was over five years ago since the Sky Pirates were defeated. Their leader Don Karnage mysteriously disappeared. Cape Suzette, once bristling with antiaircraft guns and fully stocked navies, suddenly found itself in a rare time of peace. At the time Kit felt he could almost see the future: Baloo, his adopted father, would finally admit his feelings for Rebecca Cunningham and they would all be a family. Kit would become the youngest pilot to own his own transport plane and become a major part of the Higher for Hire business, all the while becoming the longest winning champion of the national cloud surfing circuits.

It didn't all turn out how he thought it would.

Peace did come to Cape Suzette, and stayed for the last 6 years. Most of the antiaircraft guns were decommissioned and dismantled, with a few preserved for memory. The city was still vibrant, but most of the air pilots and boat captains were working in import and export rather than working for the military. Baloo's business now had some major competition, but some of Rebecca's fiscal sense must have penetrated Baloo's thick skull since he managed to keep them afloat and comfortable.

Baloo and Rebecca never got together. It confused Kit to no end thinking about all those times when he was certain that there was all little too much tension between the two. Maybe it was wishful thinking; Kit had fallen in love with the idea of being a family with Baloo, Becky and Molly. Maybe he was seeing things that weren't there. After it was confirmed the Sky Pirates were no longer going to be a problem, Becky decided to go into politics. She sold Baloo his business back. Frustrated and confused Kit had asked Baloo (in not the most polite manner) why he didn't marry Rebecca. Baloo shrugged and said it "wasn't in the cards."

Baloo had aged gracefully throughout the last 6 years. He was always grey furred so it was a little more belly fat and a few white, scruffy hairs growing around his chin that showed his age. To Baloo's great consternation his eyesight was getting worse. He could still fly and see as far as he ever could, but only Kit and Baloo's close friends knew of the pair of reading glasses he kept hidden in a nearby pocket.

It was Kit who changed most of all. As he aged into his late teens Kit found out the unfortunate truth that bears not only get taller with age, they get wider. He tried in vain as the years went by but the growing fat on his belly, and his butt, defied everything. Defiant to the end Kit refused to give up any of his clothing until, after straining against his growing fat, it was ripped to threads. Worse, Baloo began to call him "Big Britches," but when he saw Kit was really hurting he silently supported him, giving him money to buy new clothes without a word. Finally Baloo had to "talk" with Kit, the facts of life and such, and how he was going to have to figure out to be comfortable with himself. The worst blow to Kit's self-esteem was when he had to give up cloud surfing. Sure, there were air foils out there that could support his new ample frame and weight; but they were huge with large wingspans, and there was no "heavy weight" category in the circuits. He would just be a big buffoon on an air foil so big he might as well be flying a plane.

Kit became more comfortable with his ample frame as he concentrated on getting his pilot's license and his own plane. For a while his natural talent and skill ensured he would be granted a pilot's license at the age of 15; along with Baloo's professional recommendation to the county. Then Rebecca Cunningham became mayor of Cape Suzette. Kit was thrilled for her at first, but his world came crushing down when Rebecca's government began revising new requirements for pilot licenses. There were more than just a few arguments between Rebecca and Kit when they saw each other. Rebecca had put an age limit of 18 for new licenses, regardless of any professional recommendation. As well the pilot had to have a general education certificate, which Kit never had because he grew up with pirates. He had to endure a whole year of useless "fast-track" educational classes just to get a piece of paper to get the piece of paper he wanted when he finally turned 18. Only in the recent months had Rebecca and Kit started getting along with each other, and only at the insistence of Baloo.

For everything that changed, a lot more stayed the same. It was the day Kit turned 18 that a lot more change was coming.

XXX

It was a hot spring day when Kit finally got the piece of paper that told him what he already knew: he was a pilot. It was all very anti-climactic; go to city hall, request the license form from the bored clerk, then fill out all the paper work. One rubber stamped piece of paper later and Kit was now an officially recognized pilot and he could get to work on getting his own plane.

Kit was thinking about the money he had saved up being Baloo's co-pilot when he saw the brand-new apple-red seaplane docked at Baloo's house. His heart lit up as he broke into a run.

Baloo was just finishing fueling the new seaplane when he heard Kit running up the dock behind him. When he turned he was greeted by a sight he hadn't seen for far too long: a huge smile on Kit's muzzle. Baloo was speechless. The kid had been so dour and moody for some time, and now he almost looked like a young cub again- except for a hundred extra pounds or so. He opened his arms and was more than surprised when Kit lunged in to give him a big hug. Baloo couldn't recall the last time Kit hugged him. It definitely felt different with the extra fat.

"I guess you knew I would get my pilot's license," Kit broke the embrace.

"There was no doubt Kit, none at all," Baloo reached into his pocket and took out a set of keys. He flung them in the air towards Kit, who caught them with a quick, eager paw.

"Well, now captain," Baloo grinned, "you're going to have to give her a name."

"Well," Kit pondered, "She's smaller than the Sea Duck..."

"The Sea Chick?" Baloo chuckled.

Kit's eyes rolled, "She's the Crimson Flyer."

"Sounds like a pirate name to me."

"Yeah, it kind of is."

Kit took a few moments to take in the excitement of the sleek red seaplane. He ran a paw against the smooth, shiny hull.

"Thanks Papa Bear. Really, thank you," Kit looked over to see Baloo blushing, "What?"

"Ahhh, it's just...it's been a long time since you called me that."

XXX

A week went by and Kit was in full gear. He had lined up some small transport jobs to the remote islands that were perfect runs for his Crimson Flyer. Gone were the days of his baseball cap and green sweater, now he looked like a bit more than Baloo: A green captain's hat and dark brown pilot jacket. Looking like Baloo it didn't bother him at all. Baloo was a great guy and if Kit needed to emulate anybody it would be him.

It was at the end of the week, just before Kit was heading out the door to do a delivery run, when his pilot jacket ripped. He had gotten the jacket when he was still going through his growth spurts and it was tight on him already. Now he would look really unprofessional in a ripped pilot jacket.

Thinking quickly Kit remembered that Baloo had a few old jackets. Rushing into Baloo's bedroom and opening the large closet, Kit rushed through the hanging jackets and picked out the one that looked the least beat up and worn.

It didn't bother Kit at all that when he put on Baloo's old jacket, it fit him perfectly.

XXX

It was late in the evening when Kit returned from a successful run. As he opened the door to the house quietly, Kit suddenly remembered that Baloo was on his own supply run and wouldn't be back until the next day. Reveling in the enjoyment of having the place to himself, Kit kicked off his shoes and warmed up some left overs for a late dinner.

Remembering the borrowed pilot jacket, Kit decided to return it since he made more than enough money to get a replacement. Heading into Baloo's room he felt a little ashamed at leaving the closet door open; a sign of his trespass, but he knew Baloo wouldn't mind.

As he placed the jacket on a hanger as neatly as he could, something caught Kit's eye. Poking out of a pile of socks and underwear tossed on the bottom of the closet was the edge of a well-wrinkled cardboard box. A cardboard box on its own was innocent enough, but the fact that it was seemingly hidden under a pile of clothing in a dark closet tugged Kit's interest. Curiosity got the better of him, and Kit hefted the box out of the closet and sat down on the edge of Baloo's bed.

When he opened the box it took a long moment for Kit to realize what he was looking at.

Kit was far from an innocent. He grew up among criminals and ran with pirates, and even when he left that life behind most of his friends were older, brash pilots, dock workers and bartenders who never let the presence of a cub hinder their more-than-colorful dialog and racy topics of conversation. He knew about man-parts and woman-parts and what they were for, and some things you can do with them. He never paid any mind to it until he got into his teens and started getting the urges that every growing bear gets. He never told anybody how he really enjoyed pleasuring himself, lying in his bed and watching his cock spurt white cum on his belly. Something he also never confessed was that he was a virgin, although it never really bothered him. He was too busy throughout his teen years being dour and depressed, obsessing over piloting, and being mad at Rebecca. Kit never gave much thought to dating and coupling, he assumed he would get to that stuff after he was a successful pilot.

The box was filled with old black and white magazines, some just pieces of paper folded up and stapled. Picking up a few Kit read some of the titles: "Thunder Bellies," "Big Bears," and "Dads and Company." They were all about men fucking men, but not just any men. Before when Kit thought of what a handsome man would be considered he would have thought of lean, fit well-groomed man with clean clothes and a smooth haircut. The men in the magazines had large bellies, big butts, scruffy hair, and wore nothing at all. They all looked proud of their physique. Kit stared at one picture of a large bear with his arms crossed over his large belly, his muzzle in a mock-snarl while chewing on a chubby cigar. The bear's cock was hard, pointing right at the viewer, nestled under the furred belly fat. Kit marveled at how these large men were proud of their heftiness and flaunted it, like some way more manlier version of the skinny girls down at the beach that sauntered around in their skinny bikinis.

Then Kit began to look through the pictures of what two, or more, men could do with each other. His jaw stayed slack as he turned the pages revealing large men kissing, sucking, licking, and penetrating. He began to wonder what it would feel like to do those things. The men in the pictures sure looked like they were having a good time. When Kit looked at a picture of a bear spreading the cheeks of a chubby tiger and getting ready to lick the tail hole, Kit was wondering if such a thing (which he would have thought as disgusting as before) would be pleasurable.

That was when he noticed his crotch was kind of tight. Looking down Kit saw his erection straining against his shorts. Setting a few choice magazines on the bed, Kit pulled down his pants and shimmied up the bed to rest his head on the pillows. He chuckled softly as his cock bounced up and hit his belly. Stroking his shaft a few times Kit wondered what it would look like with one of those bears or tigers with their head in his crotch, engulfing his cock in their muzzle. Keeping one paw idly stroking his cock, Kit lifted up one the magazines.

Although he was a little too excited to read the article in detail, Kit realized it was a story about a younger bear having sex with an older bear. It was series of several pictures, beginning with the two chubby lovers embracing each other, their heads tilted as they locked muzzles for some deep kissing. One of their cocks was sticking out in between their mushed together bellies. The pictures continued with the pair taking turns licking and sucking each other's cock in wonderful wet close up detail. Kit wondered if he would do that. He thought it would be only fair if someone did that to him that he should return the favor. Besides it might not be as bad as he thought. The story concluded with the older bear ramming his cock into the younger bear's tail hole. The younger bear lay on the belly, grasping the sheets in his paws, as the older bear dug his own paws into the younger bear's ample ass cheeks as he thrust into them. At first Kit thought that there would be no way he would let someone fuck him like that, but as he focused on the pleasure-filled face of the younger bear he thought maybe there might be more to it.

As Kit read the last line of the story he found himself yelling it out as his body tensed to the orgasmic surge racing from his cock. He squeaked, "Yes Papa Bear!" as a solid stream of cum soared over his belly and smacked onto his muzzle. His face moaned in almost perfect imitation of the younger bear from the photos as his cock spurted several more times before subsiding.

Kit chuckled weakly as he huffed in exhaustion. He sat up wiping cum off his muzzle, pausing to get it a bit of a taste (something he had done before, but now seemed to have a different meaning). Covered in his own cum spread eagle on a bed, Kit glanced at the magazines lying beside him when he was hit with a brick wall of realization.

These were Baloo's magazines.

XXX

Kit's mind raced through the implications as he quickly cleaned up the bed and put the magazines back where he found them. Making sure to cover the box in the pile of clothing and shut the closet door, Kit rushed to the bathroom to take a shower.

Kit went through all his memories of Baloo, trying to find some clue he never caught that Baloo was a "faggot" or a "Bum Chum." Kit had heard those words before, but there always a bad thing to be called. The men in Baloo's magazines seemed to rather enjoy being "Bum Chums". The facts that Baloo tended to use dressing up as a woman for some of his schemes and the fact that he never got together with Rebecca were really the only two clues Kit could think of. So Kit figured that Baloo kept it all a secret, but from who? Did Louie know? Wildcat? Rebecca? He never told Kit, but the subject never really came up.

Then Kit realized how much he and Baloo looked a lot like those two bears from the magazine. Did Baloo have feelings for him? At least, more than just fatherly ones? Kit racked his brain again and couldn't think of any time Baloo tried to do anything that would suggest otherwise. There were plenty of times that both he and Baloo had to sleep in the same bed or get naked to wash themselves, and never did Kit recall Baloo do anything inappropriate. Then again those were back in the days when he was just a cub, and despite what he just found he would never believe that Baloo was one of those people that raped children.

Baloo had always been a father to Kit. He was annoying at times, and they had their fair share of friction, but Baloo was always there for him. They weren't even related; the day they met there was little reason for Baloo to become a father for Kit. It was because Baloo had a large, loving heart that Kit now had a home and was living his dream of being a pilot. Baloo obviously loved Kit, but as a surrogate son, and Kit figured he loved him back.

As Kit finished his shower and dried himself off he wondered about if this all made him a "Bum Chum." He has seen naked girls before, and they did excite him a little. Maybe it was just the fact he was looking at something naughty that made it more exciting than it was. He thought about the times he would pleasure himself. He never really thought about women, he liked watching as his cock grew larger and eclipsed his belly, than erupted in that wonderful moment of pleasure. Kit realized that masturbating to those pictures in the magazine made him cum more than he ever did before.

So maybe he was a "Bum Chum." He knew he wanted to try it out, but with who? He knew enough that it wasn't exactly something he could advertise without ridicule. Kit's mind wondered over to the possibility of Baloo. Why not? Didn't they love each other? Baloo wasn't Kit's real father so there would be nothing wrong going on there. Would Baloo be into it? Why wouldn't he be? If he was a Bum Chum and Kit was a Bum Chum, and they loved each other, why shouldn't they at least have some fun?

Did Kit want Baloo to be more than just a father to him?

XXX

Kit's mind wouldn't stop thinking and going in circles for the entire night, so he really needed a cup of coffee in the morning. It was just when he sat down at the kitchen table with his coffee that Baloo burst through the front down in his usual boisterous style with a long yawn.

"I've got to get new cushions for the Sea Duck's bunks," he groaned. Baloo set down a heavy sack and leaned back. He let out a loud sigh of relief after an audible crack coming from his spine.

The instant Baloo leaned back Kit could not help but notice the older bear's belly stick out. He had seen Baloo's belly many times, but after last night everything about Baloo had taken a different meaning. The grey furred belly just seemed more majestic. It also didn't help that, as Baloo was leaning back thrusting his hips forward, Kit could almost imagine himself naked, legs around Baloo with the older bear's crotch thrusting into...

Kit shook his head and almost spilled his coffee. Struggling for something to say he gestured the cup towards Baloo.

"Coffee?"

"Naw' thanks. Gunna get a few more winks in more softer circumstances."

As Baloo turned down the hallway to his room he suddenly paused, "Hey, you going to go out like that?"

Kit remembered that he was wearing no shirt, and he usually wore his jacket even at the breakfast table.

"Oh, jacket ripped. Going to get a new one today."

"'Nother growth spurt huh?" Baloo chuckled, "Don't swoon too many girls showing off your bulk Big Britches."

Fortunately Baloo turned back to head to his room and didn't see Kit's fur rise in embarrassment. If it was the day before he would have rolled his eyes or maybe even made a comeback.

But after last night he found himself staring a Baloo's ass as the older bear walked down the hallway, thinking of the possibilities.

XXX

Walking along the docks to the bus stop, Kit found himself checking out everyone he saw. Maybe he was trying to convince himself he wasn't a Bum Chum, or maybe he was trying to confirm it. He looked at the women; the tall skinny ones did nothing for him. He would probably break them in half if he tried to do anything that the men in the magazine did together with them. He even found the larger women lacking, the frilly dresses and high pitched voices went against his nerves. The men he saw fared better in his mind. Most of the skinny ones he felt the same way about the skinny women, but the larger men, the men with a more muscle and fat made Kit wonder things like how they looked naked, how big their cock was, and if they were Bum Chums too.

Kit was lost in thought as the bus rolled up to the stop and the door swung open. The old city bus was driven by a well-experienced walrus named Gus. Gus was a large man, with a long white mustache that dangled past his double chin and a gut that threatened to engulf the bottom half of the steering wheel. Gus liked to keep on schedule so when he saw Kit standing there in deep thought he got a little annoyed.

"'Gunna stand there all day big man or are you going to get your big butt in gear?" The walrus said in a deep, gravelly voice.

Kit snapped out of it and looked at Gus. He had seen the walrus many times, but after the night before, he was sure he saw a picture of a walrus posing nude that looked a lot like Gus in one of the magazines. Apparently his slack jawed face betrayed his thoughts as a certain twinkle came to Gus's eye.

As Kit paid his fare Gus's rough expression gave away to a raised eyebrow and a slow, possibly-thinking-dirty-thoughts smile across his lips. "Going out on the town today boy?"

"Yeah, going to get a new jacket."

Gus rumbled, "You'd look good in leather."

Kit didn't know what to make of the smile Gus gave him, or the fact that the twinkle in Gus's eye had gotten a lot brighter.

Then Kit realized he might have just been flirted at.

XXX

Unfortunately Gus wasn't driving the bus back home, but Kit was a little relived. He might have mistaken the signals somehow, and he had no idea what to do next if Gus was flirting with him. He wasn't even sure if he was really attracted to the old walrus, but the fact that someone noticed him, thought he looked sexy, excited Kit. Kit figured that he shouldn't rush into things; there was still a lot for him to learn. Maybe he could sneak another peak at Baloo's magazines to get more advice. In the meantime he could go back to acting normal.

Baloo was obsessing over a pile of flyers and the city newspaper in his large comfy chair in the living room when Kit came home. Baloo had gotten into the habit of scouring the prices and rates his competitors charged for their services and he was always looking for a way to beat them for business. When Kit entered Baloo's eyes went wide and he dropped the flyers in his paw onto a mess on the floor.

"Kit! Hey!"

Kit jumped a little at the sudden, loud greeting.

"Oh, ahh, sorry," Baloo rubbed the back of his neck, "See ya' got a new jacket."

"Yeah," Kit smiled weakly, wondering what Baloo was so nervous about, "Just gotta put the patches on."

"Yeah, look, ah..." Baloo gestured towards the couch in front of the comfy chair, "You mind talking for a bit?"

Kit forced himself to try to walk over and sit on the couch as casually as possible. In his mind he was wondering what Baloo wanted to talk about. It had to be something about the magazines, but how would he know?

"Look, Kit," Baloo began, putting his paws together, "Ah, how do I put this? I know we had that talk some time ago about...the urges that we all get," Baloo waited for Kit to nod. "I know you probably enjoy...enjoying yourself like we all do and I'm all for that..." Baloo forced out a chuckle, "but, ahh, if it's not too much to ask, could you do it in your own bed?"

Silence hung heavy in the air as Kit's throat tightened. He knew that he could apologize and Baloo would probably let it go without another word, but Baloo wasn't as stupid as he acted sometimes. He figured out what Kit did in his bed, and he might start to wonder why.

"I, uh," Kit managed to squeak out.

"No, no," Baloo waved his paws and offered a supporting smile, "No need to apologize...it's not that traumatic of an event."

Lowering his eyes Kit confessed, "Baloo I found your magazines."

"Huh?"

"The ones in your closet...in the box."

As the realization came Baloo let out a long, defeated "Ohhhhh," as he buried his head into his paws. Kit's heart stopped as he felt useless. He could have just destroyed Baloo, and their relationship. He was relieved when Baloo uncovered his head. He wasn't crying, but he wasn't making eye contact.

"Well, ummm, that's that I guess," Baloo sighed, "I can't deny it Kit. It's what I am," Baloo confessed as he finally looked at the wide eyes of Kit. "I don't know how you feel about that...but I know...that it could be disturbing for some people. Just...just know that I love you Kit...I mean...awww, dammit...you know what I mean. I've always been this way...nothing's changed...but, ahh...if you want to leave," Baloo choked.

"No way," Kit found his voice, "why would I leave?"

"You mean," Baloo's eyes widened, "you're not disgusted...or ashamed?"

"Baloo, I grew up with pirates, who did pretty ugly things," Kit leaned forward, letting a small smile spread on his lips, "There's a lot worse things to be than a..."

"A homo?" Baloo completed.

"I don't even think it's something to be ashamed of at all."

"Wow," Baloo shook his head, "I guess young'uns these days are more open minded."

Kit's world brightened as he was blessed with Baloo's wide smile. "Come 'ere!" Baloo launched himself from his chair and engulfed Kit in a tight embrace. Baloo laughed at he squeezed harder and tried to lift Kit off the ground in joyous celebration, but could only get him a few inches off the ground.

"Oooofff!" Baloo set Kit down, "Used to be easier to fling you around!"

Then Baloo suddenly stopped chuckling, "Wait a minute," he pointed a paw-finger at Kit, "Did you whack off before you found..."

"During," Kit confessed, "Guess I'm a homo too."

It was like some distant bomb went off. Baloo, wide eyed in surprising alarm, put his paws on Kit's shoulders and stared him right in the eyes, "Are you sure?"

Kit found himself struggling to respond but managed a "Yeah."

"I mean it Kit," Baloo stared hard, "Are you sure?"

"Yes!" Kit riled back from Baloo.

"Okay, okay," Baloo put up his paws in surrender, making his voice softer, "I believe you...I don't doubt you...it's just...sit down, okay?"

Kit took a few moments to calm himself down. This was not the response he was expecting. Baloo gathered his thoughts as Kit sat back down on the couch.

"Kit, you have to understand...I'm happy for you, believe me...a lot of us don't figure it out until much later and after we made a few mistakes...and you're lucky...really lucky...that you got me to help you because...Kit...the country doesn't look too kindly to people like us."

His anger deflated Kit listened carefully. It was the kind of information he needed.

"I'm sure you see a lot of people, men and women, walking around, holding hands, sometimes kissin', flirtn' away, not caring who sees them. Well, there's a reason why you don't see guys like me doin' that in public. I'm not going' to say it's fair...because, it's far from it...but...we can be jailed for doing what we like to do."

"It's against the law to be a..." Kit started in disbelief.

"Well," Baloo huffed, "Not technically they would say. Saying you're a homo isn't technically enough to put you behind bars...but everything you do...in your own home...with whoever you choose to be with and they choose with you...if they catch you, they can put you in jail. Sodomy laws. Technically if a buddy does his girl up the pucker he could go to the slammer too, but funny how that's never happened."

"But I've never heard," Kit objected, "of people being rounded up for that. I've never read it in the paper, or...anything."

"Well, I guess in a way it's a good thing (as good as a bad thing can be) that it doesn't happen too often. Usually to important people, people that make news, ya know? They ain't looking for the dredges. It somethin' for when you want to take someone down and ya want find out their dirty secret. It's like a big ton weight hanging over your head. The rope is pretty strong, but all they have to do is take out the scissors."

"So we have to keep it secret."

"Yeah, Kit...I'm sorry. I know guys who would like nothing more than just to stroll through the park or the beach holding hands with their lover...but if they did that...whew...there are some people, in other parts of the country, that don't even need laws. You've seen lynches, Kit..."

"Yeah," Kit had unfortunately witnessed the gang violence of a lynching. It was one of the most frightening and chaotic things he had even seen.

"But the good news is," Baloo weakly smiled, "is that you live here. Sure, you can't be open about it, but most people in the Cape like to keep to themselves and aren't too judgmental. Most of them come from all over, so there's a lot of people with strange ways. They'll leave you alone as long as you leave them alone. Plus ya got me, and there are others..."

"Rebecca. She knows doesn't she?"

Baloo hissed with past regret, "Yeah that was kind of my fault. During that time I was actually wondering if...well, you see I cared about you Kit. As much as you were a pain in the butt sometimes I knew that you wanted a family, and, well, there was Becky and Molly. I thought maybe I could marry her just so...it was a stupid idea. It was Becky who called me out on it. Apparently she has a cousin who...well, ya know. We had a long talk. She's a great person Kit. She didn't judge me or anything. She trusted me, said I would be a great father and that I didn't need her to do it. I know you had your disagreements,"

Kit rolled his eyes, "Okay, she ain't that bad."

"She keeps talking to me about one day when I...we...could be "open" ya know. That she would get rid of those laws and we would be accepted...but...I don't know...as I said it's more than just the laws that are the problem."

"So who else knows? Wildcat?"

Baloo chuckled, "Wildcat's a little too dense to notice much anything except if it has gears and cogs in it. I'm pretty sure if he ever figured it out he would be fine and dandy with it. He's not exactly the most discriminatin' of people. I'm actually worried that if he ever figured it out he would yammer on about it to the wrong people..."

"What about Louie?"

"Come on, Kit, think about it. He's got a big bar and motel, out where there is no laws to follow. He's got an all-male staff of fit, nubile monkeys, orangs, and a few cheetahs for an exotic touch..."

"No way," Kit realized, "I've seen the secret rooms with the ladies that..."

"But have you seen the secret, secret rooms?" Baloo laughed, "If it wasn't for Louie there would be nowhere for us Bum Chums to go except for a few cruddy bars. Of course, it's been some time since I've been there..."

"So," Kit slowly breathed out, "There's no one you're seeing?"

"No, but that's okay. I mean...don't think you were a burden...well, you were...but when I made that decision to be your...you know. I guess...I just wanted to focus on you. I've never given it much thought..."

"I sorry, I..."

"Naw, Kit, don't worry about it. I can't even think of anyone who...well, of the guys I was with before...none of them would make good fathers themselves."

"Well, maybe now that I'm...you can maybe...I mean, someone's got to show me where I can, you know, find someone..."

"Huh," Baloo scratched the side of his neck, "I didn't really think of that. Then again I didn't exactly plan to have to talk about all this."

"Well, I was thinking," Kit gulped, "that maybe, that me and you could..."

"Go to Louie's? I guess," Baloo shook his head, "It's a little too wild, but there aren't many other places..."

"No, no that's not what I meant," Kit gulped even harder as he mustered up the courage, "I want you...I mean, you're really the best person to..." Kit let out a long sigh, "Can we be Bum Chums...together?"

For almost too long Baloo was a frozen statue, to the point drool threatened to drip out of his locked, open jaw. Finally he blinked, and slowly smiled.

"Really?" Baloo eyes went hazy with deep thought, "You...ah...feel that way about me?"

"Well, yeah," Kit exclaimed, "I mean, I love you Baloo. You've always been there for me, you took me in went you had no reason to, taught me everything I know...you could teach me a lot more too." Kit stood up and put a paw on top of Baloo's, "Plus it seems I gotta thing for big bellied older guys..."

With a soft chuckle Baloo rose from his chair. Even with Kit's impressive growth spurts he was still a few inches shorter than Baloo. He looked up at the wonderful, warm smile as Baloo took off his well-aged yellow pilot's jacket, leaving him bare chested. With a soft growly "Com' ere," Baloo gently grabbed Kit's jacket and helped the younger bear take it off.

With their furred bellies exposed Baloo put his large arms around Kit. Their bellies collided together in a warm, furry press. Kit struggled to keep his heart-pounding anticipation under control. The presence of the larger bear's belly was sending major signals to his crotch. Hugging closer their muzzles came so close Kit could feel Baloo's whiskers on his lips.

"Kit," Baloo began, "For the longest time I wanted to tell you something. I didn't even know I would be able to tell you. But all that time when you were growing up, and growing out, seeing you get all sullen and low about it, it almost killed me seen' you like that. I know it was hard givn' up cloud surfing and all, but you have any idea Kit? Maybe to some people that don't like some extra heft in their man would look the other way, but me," Baloo chuckled, making his belly shake, "I think you're a handsome, sexy bear Kit. The more of this," Baloo grabbed Kit's belly, stroking it with his large paws, "The better."

"Whoa!" Kit giggled, nervous and excited, "You, ah, definitely are really good at this old man. I'm almost exploding here!"

Baloo chuckled even more, "I remember those days when the throttle was a little too quick on the climb," he winked. "It's amazing' ain't it," Baloo rubbed Kit's belly harder, "These are the bellies of true bears," Baloo proclaimed.

Kit relished in the feeling of Baloo's paws caressing the fat and fur of his belly. He never would have guessed how it sent warm, rolling pleasure through the flab that hung from his body. Kit tried to emulate Baloo, sending his paws along the mounds and curves of Baloo's belly. He quickly came to enjoy the feeling of warm, soft fat roll between his fingers.

Baloo slid his left paw around Kit's belly, reaching around to grab the younger bear's ass cheek. Kit let out a surprised yelp as Baloo used his other paw to run a finger along Kit's neck to his muzzle.

"Now let's try a little tongue wrestling," Baloo growled, "Just open up just so and think of it like a warm, slimy dance in your mouth."

Kit did what Baloo asked, leaning his head back as Baloo's muzzle entrapped his own. Kit discovered that Baloo was right: the deep kiss was warm and slimy, but in the most wonderful way. He couldn't help but moan weakly as Baloo sent out a deep growl, sending warm waves into his throat.

"Do I still got it?" Baloo broke the kiss.

"I'd say," Kit huffed, "Though I don't have much to compare it to."

"Well," Baloo wrapped one arm around Kit and lead him down the hallway, "I'm going to have to set the bar high."

As they entered Baloo's bedroom, Baloo gave Kit a quick kiss on the cheek as he deftly unbuttoned the front of his pants. Baloo waddled over to the front of his bed and danced out of his pants, flinging them away. With his back still to Kit, Baloo spread his legs and ran his paws down his back, resting them on his thunderous buttocks. He spread his cheeks just slightly, giving Kit a tantalizing view.

"Like what ya' see?" Baloo looked over his shoulder.

"Well," Kit struggled to keep his cool, "It's not like I've seen it a million times before. Kind of hard to miss."

Baloo let out a loud laugh as he plopped onto the front of the bed. Spreading his legs open, "What about this view?"

The truth was that Kit had seen Baloo's crotch as almost as much as his butt in more innocent situations. Baloo thickness and heft was present even when flaccid. Now his cock stood proudly, its thick dark pink fleshy girth strong enough to hold up the belly that threatened to drape over it. The bulbous head glistened with musky promise. Below Baloo's balls had to be the size of peaches, flexing in anticipation.

"It, uh," Kit fought against a suddenly dry mouth, "definitely a change of perspective."

"It be a shame to be shy right now boy."

Gingerly Kit walked forward, unable to stop staring at the huge, prime example of manhood standing proudly among the grey furred crotch. He almost had no idea what to do next, and found himself reaching forward with a trembling paw. Slipping his paw into the musky warmth of Baloo's crotch, Kit grasped the older bears cock, amazed at the surprising soft-yet-hard fleshy hotness of it. Placing his thumb along the bottom of the shaft he gave it several long, slow strokes, was suddenly hit with the strong, manly smell pulsing out of it.

"Ohhhhh," Baloo moaned, "You sure know how to handle the stick."

"Pretty much..." Kit gasped, using his other paw to cup Baloo's balls, rolling the large testicles in his palm, "It's..ahh...pretty much the only thing I got practice at."

Baloo laughed as he sat up. Kit was forced to let go of Baloo's cock as the older bear stood up to look him straight in the eyes.

"Now listen here cub," Baloo mock-growled, "Ya' know how frustratin' it is to have you saunterin' around, waggling that big, meaty ass of yours tempting me all the time. Then to top it all off you have the balls to whack off in my bed, waste perfectly good seed on sheets an' blankets? Where do you get the audacity boy?"

When Kit didn't say anything Baloo got worried, "Don't worry Kit," he said softly, "It's just some dirty talk, to turn things up..."

"Yeah I know," Kit said with a smile, "It's just I've never thought you would talk like that."

"Oh, good," Baloo whispered before getting back to his mock-growl, "Now why don't you do what's right for a change and show me what you're packing?"

Baloo crossed his arms in mock impatience as Kit hurried to undo his belt and unzip his pants. His cock sprang out from its confines. Creamy brown fur flowed around Kit's crotch. His cock was light pink, with a sprinkling of dark brown freckles. At that moment it was standing at attention, wet with excitement. Pre-cum dribbled from the thick tip, flowing down to the thick furred balls below.

"Well," Baloo exclaimed, "Ain't that a thing of beauty."

Kit gasped as Baloo slid a masterful paw up his inner thigh, caressing his balls. "Ya ready?" Baloo looked up to see Kit nodding weakly. Starting with a delicate kiss to the tip of Kit's cock, Baloo began to use his tongue to slather along the sensitive shaft.

Kit was overwhelmed. He marveled at the sight of Baloo's head between his legs, as he buried his thick grey muzzle in his crotch. Even more overwhelming was the relentless cascades of electric pleasure shooting up his body as Baloo's tongue magically hit every right nerve in a masterful series of maneuvers. Kit dug his paws into Baloo's shoulders and his toes curled into the thick carpet in a vain attempt to gain some semblance of control.

"Ahhhh, fuck!" Kit screamed as he erupted. Baloo reached around and grasped Kit's buttocks to gain leverage as Kit went slack. A familiar musky taste filled Baloo's muzzle as he clamped down and got every drop. With a long moan Kit collapsed, guided by Baloo into the bed.

For a few moments they laid beside each other.

"Sorry," Kit huffed.

"For what?" Baloo was wiping the side of his muzzle.

"I...thought I would last longer."

"Aww, Kit, it's alright. I said I knew it what it was like. You'll get more control of the gear in time. Don't worry, you're young and hot, just cool down and know ya still got more fuel in the engine."

Kit's wondering hand made it to its goal. Grasping Baloo's thick cock that needed a few extra strokes to get as hard as it was before. Kit moved so that his muzzle was inches away from the older bear's cock, breathing in the heavy musk.

"See what I mean?" Baloo chuckled. Slowly Kit gave Baloo's cock a long, wet slurp. He closed his eyes to better focus on the feeling of his tongue slipping across the veins, hairs and slick flesh of the cock.

"That's it," Baloo moaned, "Start out like a lollipop. Don't be ashamed to find it tastes weird, it gets better."

Kit found that Baloo was right as he licked the other sides of the cock. The musky taste, changing from sweet to salty in certain places could be a little off-putting , but what helped were the groans of pleasure coming from Baloo. The fact that he was making his lover squirm with pleasure really enhanced the experience.

Going all in Kit opened and engulfed the thick cock. Almost immediately he had to pull back.

"Whoa there tiger!" Baloo warned, "I love it that you're eager but take it slow. Watch the teeth and let it ease in."

Clearing his throat Kit tried again, slowly letting in the thick cock head and sliding it along his tongue. More and more he took it in, moving a little to rub the cock with the top of his mouth. Focusing on the maneuvers, guided by Baloo's moans and helpful little hints, Kit mastered the rhythm and sped it up.

Baloo moaning, "Oh, fuck Kit. Yeah. Suck it," drove him on.

After a blissful eternity Kit realized his jaw was getting sore. Determined to stick to the maneuver, Kit pushed himself, trying to ignore the pain. At some point Baloo must have noticed his effort.

Baloo grasped Kit's head and pushed back gently. The thick cock came out with a wet slurp, and bounced off Kit's nose.

"I didn't.." Kit rubbed his jaw, "...you didn't cum. I wanted..."

"No worries big guy," Baloo chuckled, "You're a natural. It's going to take a little more to get this bear's honey."

With a warm "Com' ere," Baloo drew Kit into a cuddle on the bed.

"So what's it going to take?" Kit asked.

"Well, maybe we'll do some stroking..."

"What about my ass?"

"You sure? It took a bit for me to get to that level."

"Hey," Kit smirked, "I'm Kit Cloudkicker. I do more than just the basics."

"Alright boy, you asked for it," Baloo got up standing over Kit on his knees, "Get on your back and spread 'em."

Grabbing a pillow to rest his head on, Kit did as Baloo asked. As he laid on his belly, if forced his ass up. As Kit spread his legs Baloo let out "Oh! Marvels upon marvels!"

Kit felt Baloo dig his paws into his thick buttocks, caressing the fat and fur. "Oh, Kit! This is truly a sight!" Baloo spread Kit's cheeks, using a well-placed finger to lift the stubby bear tail. Kit's pink wrinkled tail hole was revealed.

"Some of the best treasure ever found," Baloo licked his lips.

Kit felt a little weird as Baloo used his finger to caress his tail hole. He wasn't sure at first if he liked it, but then, as Baloo's tongue explored the tiny wrinkled hole, Kit gasped in unexpected pleasure. He let out a "Whoa!" more than a few times as Baloo got him nice and lathered up. When Kit felt drool running down his thighs he knew it had to be as wet as it was going to get.

"Okay, Kit," Baloo began circling the tail hole with a masterful finger, "Just relax, okay? It'll be a little painful, but once we find the sweet spot, you'll be seeing stars."

As Baloo's fingers probed and stretched, Kit fell himself going with the flow. He knew that if it were anyone else he would be uncomfortable, but with Baloo's magic maneuvers it wasn't too long before the magic spot was hit. Kit gasped as if some hidden shock button was pressed within him. It was a different sensation, a pulling pleasure that built in the belly.

"Guess how many fingers are in ya."

"One?"

"Try three."

"Whoa."

Giving Kit one last slurp along his taint, Baloo moved up. "Here we go boy," Baloo pushed his thick cockhead into Kit's tail hole.

Kit gasped and exhaled as he was filled like he was never filed before. He concentrated on the tight warmness as it penetrated him, bit by warm, slick bit. Finally, when he felt Baloo's hips dock with his ass cheeks, he knew he had taken it all in.

Kit almost couldn't hear Baloo ask "Are you doin' good?" over the sensation of Baloo's cock pulsing within him. Baloo's simple words of concern filled Kit with love. He loved that he was doing this with Baloo. With a man that wanted to love him as more than just father and son.

Kit squeezed his buttocks, sending a shiver through Baloo. He looked over his shoulder and gave Baloo as mischievous look, "Come on Papa Bear! Fuck me!"

Kit's mocking grin was wiped clean by a long moan as Baloo thrust into Kit's ass, hitting the sweet spot with perfect accuracy. The older bear followed up with a masterful series of mid-way thrusts, followed by long pulls and rolls.

"For now on," Baloo growled in lust, "that's what's you call me! That clear?"

"Yes Papa Bear!"

"Yeah Big Britches you ass is for fucking!"

"Yes Papa Bear!"

"What's your Papa Bear doing?"

"Fucking my ass!"

"What...is...your...Papa...Bear...doing?"

"Fucking...my fat...fucking...ass!"

"Aww yeah Big Britches! Take it!"

"Yes Papa Bear!"

Baloo let out a slow roar as Kit felt a warm, filling sensation engulf his belly. He hardly had a moment to sigh in contentment as Baloo flipped him over and pinned him down on his back. Baloo moved up, holding his still hard pulsing cock up to Kit's muzzle.

"Saved a little honey for ya," Baloo's cock erupted in a stream of pearly cum. The streams splattered over Kit's muzzle, who managed to open up to catch a few choice samples. Kit was surprised that Baloo's cum actually had a sweet musky taste not unlike actual honey. Greedily he began licking the rest on Baloo's softening cock before they went back to cuddling on the bed.

"Is this some kind of dream?" Baloo asked.

"Never thought this would happen did you?" Kit snuggled closer, resting his head on Baloo's chest and using his free paw to rub Baloo's belly.

"No," Baloo admitted, "I never saw this comin'."

"Neither did I, really" mused Kit, "but I like this way better."