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Sleepover at Pete's

The sound of PJ's TV filled the room, his and Max's fingers dancing around their controllers while they sat, dressed in nothing but their undershirts and their briefs, PJ sitting cross-legged on the floor while Max sat on the edge of the bed, leaning forward with an intense look on his face.

"C'mon, c'mon..." Max grumbled, scowling as PJ's points finally surpassed his.

"I'm gonna win! I'm gonna win!" PJ said, leaning forward the same way Max was. "Just five more seconds, c'mon, baby, come on...! Yeah! Take that!" PJ raised his hands up in victory and laughed as the message PLAYER 2 WINS flashed up on screen and Max dropped his own controller to the floor.

"This game sucks anyway." he scoffed.

"Aw, you're a sore loser!" PJ chuckled. "What, can't ya take losing?" He laughed and gave his buddy's leg a playful shove. Max just smirked and shook his head.

"Eh, I went easy on you." he said. "Let's go another round. I'll show you..."

"Sure! But... man, it's getting real late, huh?" PJ looked over at his bedside clock which already showed 11 PM. Late, but they weren't planning on going to bed just yet. Next week would mark the start of them heading off to college so they wanted to make as much use of their free time as possible. They'd even started sleeping over at each others' places to maximise time spent hanging out; today Max was staying at PJ's place.

"We'll be starting college kinda soon..." PJ said. "I'm kinda nervous, y'know?"

"Yeah, me too..." Max said but then shrugged. "It'll be fine. We'll be fine. No need to worry, yeah?"

"Yeah, I guess, but college is a real big thing, I can't stop thinkin' about it."

"Same here..." Max said... He sighed and shook his head. "Ah, forget college. We don't have to worry 'bout that stuff 'till next week, let's focus on hanging out for now, right?"

"Yeah, you're right." PJ nodded. "So, you wanna go another round?"

"Hell yeah!" Max smirked. "Eh, one sec, dude. Kinda thirsty. Lemme go get a drink first."

"Uh-huh, sure thing. I'll be practising 'till you get back." PJ started a solo game as Max hopped of the bed and left the room.

He knew his way around PJ's place by now, he could find the kitchen and get himself a drink no problem. He could still hear PJ's game going as he stepped down the hall. The hall light was off and Max had fully closed the bedroom door after himself which meant the only thing illuminating the place was the light seeping out from Pete's ajar door. Max passed by it, glancing inside for a moment, giving a friendly smile just in case his eyes met with Pete's as he passed. He'd only taken a step past the door when he stopped, frozen.

"Was... that... Was he..." Blushing a bit, Max took a slow step backwards and bashfully peeked inside Pete's room.

"Oh shit..." Max's blushing intensified at what he saw. Pete was lying on his bed, clothes thrown onto the floor nearby leaving his fat, feline form completely naked, his legs spread wide and his manhood on full display. Max's eyes went wide at the sight of it all. What's more, Pete was holding something in one hand: a magazine... A dirty magazine of course, but what Max noticed in particular was the cover: to hot, barely dressed stallions posing together, arms around each other's waists, gazing at the viewer with a suggestive look... And in his other hand Pete had his shaft gripped firm and tight and was steadily working his furry foreskin up and down. Pete was jerking it to gay porn...

"Ohh shit..." Max said again, swiftly hushing himself and keeping himself quiet so that Pete didn't notice him. He looked away and was about to move, but something was stopping him. Pete hadn't noticed him yet... He was clearly too invested in his... "reading material"... to really pay attention to anything else... Max could stay there and watch for a bit: watch Pete jerking his cock right there in front of him. The young Goof gulped. Could he do that? Watch his best friend's father jerking off? Max had to admit... He was kinda curious to see it. Despite his track record, Max wasn't entirely "straight". He considered himself bi-curious at best. He'd checked out some dude porn before and even checked out other guys in the locker room in highschool, but he'd never actually tried anything before, aside from mutual jerk off sessions with PJ, but that was the extent of his gay experiences.

He could watch. Just for a bit; out of curiosity. He turned back and peeped back into Pete's room, his mouth going dry at the sight of the big cat lying there, completely naked, his hand on his cock and his eyes trained on the magazine in front of him. Max good hear him panting and grunting from where he was standing and could see Pete's hips push up into his grip occasionally.

In all honesty Max had thought about Pete in the past... He started having thoughts about him after the first time he and PJ had jerked off together. Max had laid eyes on his best friend's tubby body and the fat beercan cock between his legs and started to wonder what his father looked like down there and those curious thoughts soon turned into dirtier and more lewd thoughts. He'd even started fantasising about the older cat during his occasional jerk off sessions with Peej. He'd imagine Pete there, stroking off with them, offering his cock to Max and letting the teenage Goof stroke him off... And those fantasies would swiftly turn to dirtier subjects. Stroking Pete off would quickly turn to having his head shoved into the bigger male's crotch and being made to suck him off, taking his cock deep down his throat while PJ watched nearby...

Max felt so dirty. All those fantasies about his best friend and his father... What would PJ say if he knew about them? Max found himself slowly reaching down, his hand quickly finding his bulge which was already beginning to twitch and grow. He gave out a soft, quivering breath as he began to stroke himself through his tighty-whities, biting his lower lip slightly as he stared at the feline in front of him.

Pete looked a bit bigger than PJ, though Max couldn't really tell from here. It was big, girthy and hairy... Pete's hand worked eagerly up and down the shaft and Max could just about make out the glistening of his pre-wet cock head. Max's own length twitched in his underwear, pressing against the fabric and pulsing as it quickly grew harder. Max groped and squeezed himself through his briefs, giving out soft grunts while trying his best to keep as quiet as possible, licking his lips and imagining what it would be like to take that big thing into his maw and to taste it...

"Mrrrr! You like that, don't you?" Pete grunted to himself, apparently greatly enjoying what he was looking at in his magazine. "Yeah, take that big horse cock up yer ass you little slut. Mm, take it good... Fuckin' bitch..." He started to stroke himself faster, panting loudly and curling his toes as he worked at his fat cock while Max watched every second of it, his own hand squeezing against his now fully erect package.

He couldn't stand just tickling it through his briefs anymore and finally yanked them down below his furry nuts, releasing his frankly huge, uncut cock. He'd inherited his dick size from his father who, despite his innocent and unassuming demeanour, could put some of the horses in Pete's magazine to shame... Max wasn't as big as his father was at nine inches, though it was certainly an impressive size.

He took his huge cock in his hand and started to stroke himself, humping back and forth into his grip and pumping away at his dick as he watched his best friend's father jerking off in front of him, the bed squeaking slightly as he did. He could still hear Pete talking dirty to his magazine.

"Ohh you're a hot fucker... I wanna jam my fuckin' dick up your ass and make you squeal, piggy... Mrrrph...!" He grunted loudly, his stroking becoming faster, his body shaking. "T-take it! Take it, bitch! Yeah, take ol' Pete's cock!"

"Yes, Sir..." Max whispered to himself, his free hand going up to cover his mouth once the words had left it. He'd spoken automatically; the way Pete spoke and that tough, domineering tone in his voice sort of activated something in Max that made him instinctively act in submission.

He kept stroking himself, quieter this time, making sure to keep his lips shut as he watched.

"Fuck, look at that thing..." Max thought to himself, a myriad dirty thoughts flooding his mind... He wondered what would happen if he just walked in there and made his presence known... Would he care? Would he invite him to join? Max shook his head. This wasn't a porno; Pete would likely tell him to fuck off and slam the door closed, and so Max just stood there, peeping in on Pete would furiously worked his hand up and down his hard, leaking cock while Max did the same to his own monster cock.

Max started to pant and he felt his legs starting to shake. He was going to cum; he was so close! He wondered if he should leave at this point... He didn't want to risk cumming on Pete's bedroom door and then risk being caught cleaning it off. He should just sneak off to the bathroom and finish up there, but his legs refused to move and his hand refused to stop stroking.

"Oh fuck..." Max gasped, out loud this time. "Oh fuck... S-shit! Mmm!" His legs shook and finally buckled, his eyes opened wide and he gave out a loud, shocked gasp as his legs gave out and he found himself hurtling forward, hand leaving his cock to flail for something to hang onto and steady himself. He ended up hurling himself into Pete's room, hands grabbing at the door frame and finally managing to stable himself, but it was far too late; the door had slammed open and Pete had tossed his magazine onto the floor in shock.

"W-what in the tar-fuckin'-nation?!" He gasped, clear fury in his voice as he scrambled in his bed, flailing about and covering himself up before glaring angrily at the Goof and leaping out of bed, hands still over his crotch. "What in the hell're you doin' in my room, boy?!"

"I-I was just- this isn't what it- I just wanted some water and-" Max grabbed at his underwear, stuttering in a panic and yanking his briefs back up to cover his shame.

"And what? Figured you'd sneak a peak at ol' Pete's admiral, did ya?!" Pete growled and stared right into Max's eyes.

"N-no! I just, um- I tripped... on my way to the kitchen..."

"Yeah, sure, boy, sure." Pete scoffed and looked up and down Max's body, eyes soon resting on the hard package between Max's legs. "Don't think I didn't see that you had yer dick out, boy. You some kinda cocksucker, huh? Peepin' in on me?"

"No! I mean- wait, no! I'm not!"

"Ah, don't bullshit me, ya li'l brat!" Pete grunted and a sly smirk started to appear on his face. "Tch, wife left me and I still can't find a moment's peace in this house..."

"Er... I'm sorry, um, Sir?"

"I don't want yer apologies, boy!" Pete growled. He still had his eyes on Max's package. He wasn't showing it, but he was rather impressed... Who'd have thought Goof's kid would grow up to have such a manly bulge?

"Were you strokin' yerself?" Pete asked straight out.

"No!"

"C'mon, boy, don't lie to me." He stepped closer and Max gulped, fully expecting to be punished for this. Pete then slung an arm around his shoulders and held him in place, his hands moving away from his crotch to reveal his now semi-hard length. Max couldn't help but glance at it.

"You were chokin' yer chicken like there was no tomorrow, ain't that right? Heh, I don't blame ya. If I saw a handsome guy like me with his dick out I'd do the same."

"Oh, er, I- um..." Max gulped and finally managed to tear his eyes away from Pete's junk and look up into his eyes.

"You a dicksucker, boy?" Pete asked.

"Wha- n-no! I mean..." Max hesitated and shuffled about nervously. "Maybe I'm curious- but that's it!"

"Curious, eh? You ever do anything?" Pete began rubbing the younger boy's shoulder and Max couldn't help but notice Pete's dick starting to twitch again...

"No..." Max answered honestly. "Well... I've jerked off with PJ a few times... Ah! Shit, don't tell him I said that!"

"Ha! I won't, I won't." Pete gave out a loud, raucous laugh. "Just jerkin' off, huh? Ever sucked cock?"

"No..."

"Taken one up yer ass?"

"No..."

"Sucked on one...?"

"Er, no..."

"Well, shit, boy! When I was yer age I'd taken a fuckton of dicks up my ass and fucked a lot more! Tch, kids these days..."

"Er, times change, I guess, Sir..."

"Yeah, not for the better if'n you ask me."

Pete huffed and shook his head. He then looked down at Max's package which had started to soften at this point. Pete grinned wide.

"That's a nice package you got there, boy."

"Huh? Er, t-thanks..." Max blushed furiously, his cheeks bright pink at this point. "U-um, I get it from my dad..."

"Yer pa? Ol' Goof'?"

"Yeah, I... guess big dicks run in the family..."

"He big too?" Pete was curious. He'd never seen Goofy's cock before; the idea of him having a particularly big one intrigued him.

"Yeah... I mean, I don't see him naked a lot, but I've seen it a couple times... It's really big." Max was just going with the flow. There he was, standing in his underwear with his best friend's butt-naked father, answering questions about his father's cock.

"Well, damn, ol' Goof's packin'! Y'know, I'd heard rumours but I didn't think they were true. Ha!" Pete chuckled and shrugged.

"So, boy, what're we gonna do now, huh?" Pete gave his shoulder a hard slap, making Max grunt and give him a confused look.

"Do...? Er, am I in trouble?"

"Well, I dunno, boy." Pete took on a mocking, knowing tone. "I mean, I was havin' fun when you interrupted. Now, interruptin' a man when he's beatin' his meat's pretty darn rude, I say... I think you better make it up to me..." He reached down and took his own cock in his hand, having hardened once again by now. Max looked down and instinctively smacked his lips while Pete began playing with himself, pulling back on the shaft and yanking the foreskin back to reveal his fat, swollen cock head, glistening with pre-cum.

"What... do you mean?" Max asked.

Pete kept one hand on the smaller male's shoulder and brought his other one down to stroke at Max's body, the Goof gasping at his touch, the big, strong feline hand slowly working down his black-furred belly until his fingers were teasing his bulge.

"What d'ya think I mean, Goof?"

"I, er..." Max gulped and gave out a gasp when Pete suddenly gripped his crotch firmly and pressed his palm against the teen's bulge, squeezing it tight. "I-if this is going where I think it's going then, ah, n-no thanks, Pete..."

"Awr, but I thought you said you were curious?"

"I am, but you're, you know, my best buddy's dad! I can't... do _this_with you!"

"Says who?" Pete asked, still groping away at Max's bulge and making shiver in his grasp. "I won't tell if you won't."

"B-but... Nghh...!" Max gasped and found himself pushing his hips forward against Pete's hand, his cock giving a twitch and slowly starting to harden once again. "Pete, stop..."

"C'mon, boy, yer really gonna turn down this?" He reached down with his other hand and grabbed Max by the wrist before forcing his hand over onto his own twitching cock.

Max looked down at it and tried to tug his hand away but Pete kept it held there, pressed firmly against his aching and dripping shaft.

"Stroke it." Pete ordered.

"C...Come on, what if PJ finds out? I can't..."

"Quit whinin' and stroke my dick already, boy. He ain't gonna find out."

Max could feel Pete pushing forward, pressing his cock against his hand. The teen found himself fondling at the shaft almost automatically. So big; so thick, furry and warm... He gulped, fingers slowly closing around the length and getting an approving growl from the bigger male who continued to fondle him.

"Let's see exactly what yer packin', boy..." Pete grinned and tugged at Max's underwear. Max opened his mouth to protest but nothing came out except for a soft, submissive whimper as his briefs were dropped below his ankles, letting his twitching and semi-hard length out. Pete whistled, impressed.

"Now that's a fuckin' cock." he laughed, taking Max's semi in his hand and starting to stroke at it, getting another soft moan from the teen who was still cradling his cock, stroking it curiously.

"P-Pete, um, Sir, I... can't do this; this is weird... So... Please, just leggo of my hand already..."

"Ha! Boy, I already let go of your hand!" Pete laughed again and Max looked down. Like he said, Pete had let go of his wrist and Max had kept his hand placed on his cock all by himself. Max looked up and their eyes met.

"So... gonna admit that you want it now, boy?" Pete asked, grinding his cock against Max's hand while his own fingers worked at the canine's furry dick.

"M...Maybe..." Max caved.

"Good enough for me." Pete chuckled, grabbing Max by the arm and dragging him across the room before hurling onto the bed, on his back. Pete leapt atop him, bed squeaking as his huge, hulking frame landed on it, his arms and legs on either side of the younger male's body as he leered down at him.

"O-oh shit!" Max gasped, surprised at the sudden aggressive show. Max felt Pete's cock rubbing against his thigh, twitching and pulsing against it, pre leaking onto his fur while his own cock, growing harder at this point, was pressed against Pete's chubby belly. Pete began to grind their bodies together and Max moaned again, his cock swiftly hardening.

"Let's get this off." Pete started tugging at the tank top Max was wearing, and it was quickly pulled from his body, leaving him just as naked as Pete was.

Pete took a second to admire the lithe, slender Goof, a hand going to stroke at his body and make the boy shiver at his touch.

"This still feels weird..." Max said.

"Ah, quit complaining." Pete scoffed, hand steadily moving down towards Max's hardness. "Quit complainin' and come here, ya fuckin' Goof." Pete grunted and leaned forward suddenly just as he gripped onto Max's cock. His mouth opened and he sudden locked lips with the teenager, tongue being rammed into his mouth and making Max gasp and groan loudly, flailing about as he was forcefully kissed and manhandled.

He started to whimper loudly and found himself bucking up into Pete's grasp, letting out breathless gasps around Pete's lips as the bigger man rammed his warm, wet tongue deep into his maw. Max hesitated for a few moments but couldn't resist shoving his own tongue into Pete's mouth, kissing him back and fully giving into the moment as he swung his legs around Pete's thick body and threw his arms around his neck, holding him close as they made out.

"I'm actually doing it..." Max thought to himself. "I'm kissing PJ's dad... Holy fuck, what if he walks in? What if he finds out? I should stop... I should really... Fuck this feels good..." He couldn't deny it; the way Pete's tongue danced in his maw and the way that big, strong hand fondled his cock, stroking his massive thing steadily and making him ooze pre... It felt so damn good. Max couldn't stop.

Pete pulled back suddenly, his tongue leaving Max's maw.

"Ready for the main course, boy?" he smirked, shuffling up and positioning both his knees on either side of Max's body while his cock was aimed squarely at the Goof's mouth.

"Already?" Max asked, clearly nervous. "I mean, I've never, ah, sucked dick before..."

"Ah, it's easy. Just get it in your mouth and suck; you'll pick it up real fast, trust me." He took the base of his length in his hand and slapped it across Max's face, leaving a smear of pre-cum across his cheek.

Max looked at it, eyes moving up and down the shaft and his mouth opening slowly. This was it, Max was going to get his first taste of cock, and from Pete of all people... Max would've never predicted it.

Pete leaned forward, placing a hand atop Max's head and holding him there as he inched his cock towards him.

"That's it, good boy. Keep it open nice 'n' wide for ol' Pete..." Max felt the tip start rubbing against his lips, finally entering his mouth. Well... if he was going to go through with this he might as well make an effort. He leaned forward and closed his lips around Pete's cock, taking it into him and wrapping his spit-covered lips around the shaft.

"Mmrrrph!" Max groaned, his mouth suddenly flooded with the taste of male as Pete's dick rubbed up against his tongue. Max felt the first drop of salty pre hit his tongue which was soon smeared with the stuff, Pete still pushing himself forward.

"Suck on it." Pete ordered, pulling Max close. Max obeyed and began sucking on his cock, tongue running along the shaft and slathering his foreskin with spit. Pete grumbled with pleasure. "Yeeeah, that's it. Suck on it good, boy." He stayed with a couple inches inside Max's maw for a few moment, letting the Goof get used to it and suck on it for a bit before he pulled back and then jammed the rest of his big, fat cock down Max's throat, making him gasp and choke on it.

"Hrrmph! Mmrrr!" Max moaned loudly, gagging on the dick in his throat and grabbing onto Pete's body as the rest of him flailed about.

"Come on, I know you're a virgin 'n' all but you can do better than that! Keep suckin'! And breathe through yer nose before you pass out! Dumbass..."

"Mmm!" Max groaned and did as Pete said. He tried to relax and take slow breaths through his nose as Pete pressed his nose into the feline's black, bushy pubic fur, that cock pulsing in his mouth and against his tongue while Pete began humping back and forth, grinding his hips against him.

"Mmm! Like that, don't ya?" Pete grunted. "Like havin' my big, fat dick in ya, huh?" He kept pounding away at Max's face, humping deep into him and letting his low-hanging nuts slap against Max's chin. Max just gave out a muffled groan around the shaft in his mouth, looking up into Pete's eyes with a needy look on his face as the thick thing was worked in and out of him.

Max thought back to all the porn he'd seen in his teenage life and tried to take a page out of their book and mimic the techniques they'd used, though all he really knew how to do was suck and clumsily use his tongue to lick along the shaft. It was good enough for Pete though who kept using his face good and deep, making Max gag every now and again as he thrust his cock deep down his throat.

Pete humped into him a few more times, panting and purring loudly, his cock pulsing against Max's tongue before he eventually pressed the whole thing down his throat, his nuts resting on Max's chin and the intrusion making Max groan loudly.

"Mrrrr, yeah, suck on it, boy. Suck my dick good." He gave a few more humps and then looked over his shoulder to glance at Max's dick. It was still throbbing hard; his nine-incher begging for attention. Pete smirked. It had been a while since he'd gotten a good taste of cock himself...

With a grunt Pete pulled himself from Max's maw, letting the boy gasp for air before swivelling around and leaning forward, kneeling on all fours with his crotch still positioned at Max's face while Max's own crotch was inches away from Pete's maw.

"Look at this thing..." he smirked. "Wonder how big ol' Goof's is in comparison..." He thought about it for a moment, picturing the slender dog with his huge member swinging between his legs... Goofy was so unassuming and such a... well, a goof; Pete found some humour in the thought of him being so hung down there.

He began rubbing his cock in Max's face.

"I didn't tell ya to stop." he said.

"Oh, uh, s-sure, right..." Max looked up at the big, twitching thing and opened up, mouth quickly being filled with older male cock once again. He took a moment to get used to it again and then started sucking on it while Pete began working his hips and down, thrusting in and out of his face.

Pete then gripped Max's shaft and gave it a slow, steady stroking, the feeling making Max gasp out around his girth.

"You like that, huh?" Pete chuckled. "Well yer really gonna like this..." He leaned forward with an open mouth and took Max's twitching cock head inside him, closing his lips around it and stating to suck long and hard. Max gave a loud whimper around Pete's cock and wriggled about under him, bucking his hips up into Pete's face as he felt that more experienced mouth working at his length.

"Mmm!" Pete moaned his approval as he savoured Max's taste, pushing down expertly on the impressive member and swivelling his tongue all around the shaft while he humped his own cock in and out of Max's maw. His fat, chubby ass worked up and down and Max could feel those heavy balls of his slapping against his forehead with every swift push he gave down his throat.

Max could feel Pete's dick oozing pre-cum onto his tongue and his tongue quickly licked over the head, cleaning it off the stuff and taking it all inside of him before he gulped and took it down his throat, the salty taste filling his mouth. The muffled moans coming from the two of them filled the room and Max was worried that, with the door still ajar, they might disturb PJ, though Pete didn't seem to care in the least. He kept hungrily working his head up and down that big cock of Max's, sucking it hard and working his tongue all over it, a hand on the base and working the shaft as he sucked.

"Mm! Mrrrr!" Pete gave out loud, lustful growls around Max's shaft and the expert work he was doing on his cock was making the Goof flail around under him, his hands swinging around Pete's waist to grab and squeeze at the feline's rump as his own face was fucked hard and deep.

Max's toes curled and his fingers dug into Pete's big, soft ass as he found himself furiously humping upwards, his cock freely leaking pre into the older male's eager maw while Pete continued to bob up and down, barely even choking on the huge thing being shoved down his throat.

Pete grunted around Max's shaft. The Goof's mouth was so wet and warm and felt so damn amazing around his cock... But he wanted more; he was getting close and, while he did like the idea of filling Max's mouth, he was thinking about another hole.

"Mmrph? Huh?" Max made a confused noise as Pete slipped his cock out of him and rolled over before kneeling next to the younger male and looking down at him with a mischievous look on his face.

"Er... What's wrong?" Max asked, absent-mindedly humping the air where Pete's mouth had been.

"We're gonna try somethin' else, boy." Pete smirked. "Get up on all fours. C'mon, I ain't got all night and this thing ain't getting' any harder." He gripped his own cock and gave it a few tugs.

"All yours? Ah, sure..." Max nodded and shuffled about, cock swaying as he got into position. He assumed he was going to suck more dick, just in a different position, but realization sparked across his face when he looked over his shoulder and saw Pete shuffling down behind him, cock aimed squarely at his hole. A moment later and Max felt the wet, throbbing thing pressing against his hole.

"W-wait, don't we need lube?" Max gulped.

"Lube?" Pete laughed. "Lube's fer pussies! Just grit yer teeth and take it!" With that, he grabbed Max's petite, slender ass and drove his cock against his hole, slowly stretching it around his girth and making the smaller male cry out in pain.

"Ahh! Oh f-fuck!" He buried his head into the bed covers, his body tensing up as he was speared on Pete's thick rod of meat. He gasped and panted, eyes watering slightly as Pete drove it deeper into him, forcing inch after inch of his fuckstick inside Max's virgin ass, his feline ears twitching to the sound of Max's whimpering moans.

"Oooh! This... is a good fuckin' ass..." Pete grunted, grabbing Max's body tight and yanking him back as he thrust forward, burying the rest of his cock inside Max's hole and making him cry out. Pain surged through his behind, his ass on fire with Pete's big cock lodged deep inside of it.

"Owww! Ow, ow, ow! Oh fuck! P-Pete, wait, slow down, please!" Max gasped and gripped the edge of the bed tight, looking over his shoulder and gazing at Pete who towered over him, grinding his hips against the teen's furry ass.

Pete, with his entire cock shoved into Max's ass, gave it a few short humps, making Max squeak in response to the movements before Pete finally began to slide his rod out of him. Max could feel it pressing against his walls, stretching him wide... Pete had just about all of his cock out of him before he thrust forward suddenly, ramming the whole thing deep inside of him once again and getting another loud cry from Max.

"Ahh! S-shit! Oh fuck!" Max's grip on the bed stayed firm and his eyes widened as he felt Pete start to breed his ass; that huge, fat cock of his working in and out of his hole, the feline panting with his tongue lolling out the side of his mouth as he worked back and forth.

"Mmmrrrr! Take it, ya little cocksucker! Like that, don't ya? Feel good, boy?" He managed to slam in particularly deep as if to emphasise his words, making Max's body shiver in response.

"P-P-Pete- PJ will hear... us... Nghh!" He clenched his teeth, his own cock pulsing and leaking pre onto the bedsheets underneath him while Pete continued fucking his virginal hole mercilessly. Occasionally he'd raise a hand and bring it down hard on the side of Max's ass, getting a shocked cry from the canine, a small amount of redness starting to become visible under his dark fur.

Pete kept up his fucking, looking down and watching as his cock pistoned in and out of Max's tight hole, filling the teen with his pre-cum which did nothing to lube the passage up. Their moans and the squeaking of the bed filled the room and echoed down the hallway, though luckily for them PJ was too busy focusing on his video game, the sound of which was just loud enough to keep him from hearing what was going on. Although, he did start to wonder what the heck was taking Max so long.

"Geez, he get lost or something?" He mumbled, dropping his controller and climbing to his feet. He figured he'd better go check on him, just on the off chance that something happened on the way there.

He heard the sounds the moment he left his room and grimaced, looking over at his father's open door.

"Geez, Dad, chill out with the porn already..." Pete always had a thing for turning up the volume louder than was necessary when watching his pornos. PJ had figured he'd give it a rest tonight since they had company and all but, really, PJ wasn't surprised. Pete didn't really care what anyone though, so he was likely to watch his pornos guests or no. PJ set off down the hall, ears twitching as he approached the loud, guttural sounds coming from his father's room. Was he jerking it in there? Naked? PJ assumed so... Maybe he could just peek in and see... He shook his head. That was his father he was thinking about, he couldn't just spy on him jerking off...

He looked in anyway. Casually; quickly. He gave his room a glance as he passed and was about to keep moving when his legs suddenly froze up.

"Wha- What the heck?!" He gasped, staring in awe at the scene in front of him: the scene of his best friend on all fours while his father railed his ass from behind.

"Shit!" Max gasped, instantly catching sight of the tubby cat. "Peej, this- this isn't what it looks like...?"

"Ha! Kid, this is _exactly_what it looks like!" Pete laughed raucously, never stopping his fucking for a second and even looking his own son in the eyes as he went. "C'mon in! Come get a good look at the show! Haha!"

"W-what? Are you crazy? You can't just- ack!" Max's voice quickly turned back into whimpering moans as Pete slapped his ass hard and drove his cock in deep.

"Quiet, bitch! Can't ya see I'm talkin' to my boy?" Pete grunted.

PJ hesitated, staring at what was happening in front of him with a shocked expression on his face.

"I... Max? You... and my dad...?"

"It... just happened!" Max managed to gasp.

"Caught the boy peeing." Pete explained. "Didn't take too much convincin' to get him into bed." He shrugged. "How 'bout you, boy? You want in on this action?"

"What...?" PJ asked. "A-are you asking if I want to...?"

"Join? 'Course, what's it sound like I'm askin'?" Pete grunted and Max opened his mouth to protest but all that came out was another loud moan. PJ hesitated once again. Join in... with his best friend and his dad? Was this some kind of dream or something? Had he fallen asleep waiting for Max to get back?

"Come on, PJ." Pete smirked and looked down at the bulge in his boy's underwear. "Yer already getting excited. You want in on this, don't you?" PJ looked down suddenly and blushed deeply when he saw the twitching and growing bulge in his briefs. He hadn't even noticed he'd started to harden, he was so focused on watching his childhood friend getting ploughed...

"Get on here." Pete nodded to the bed and PJ found himself obediently climbing onto it, blushing furiously with butterflies in his stomach. He knelt down besides his father and looked down, gulping nervously when he caught his first close up sight of Pete's cock working Max's ass. He then gasped when he felt Pete's had on his side, slowly stroking him before moving down to PJ's thighs, moving around the back and groping at the younger male's tubby ass, pulling him close. PJ looked up at him with a bashful look.

"Dad, this is weird-" His eyes went wide when Pete suddenly leaned forward and kissed him, their lips locking and the bigger male's tongue being rammed into his mouth. PJ moaned in surprise and went limp. He could get away: Pete didn't have that firm of a grip on him, he could pull away at any second... But he didn't. Instead he knelt there, Max being fucked in front of him and his own father pushing his tongue down his throat, making PJ groan loudly. To his own surprise PJ found himself returning the kiss, his tongue being pushed against Pete's own wet tongue, the two of them rubbing against each other. Pete purred and growled with approval.

His fucking picked up the pace as he and PJ made out. Max kept squeaking, a loud whimper escaping his throat with every deep thrust Pete made into him. Both teens could hear Pete growling loudly around PJ's lips, his movements reaching fever pitch as his balls tensed up and prepared to unload themselves into Max's hole. All it took was a few more hard thrusts and Pete felt himself hit boiling point, his cock pulsing hard in Max's passage before erupting inside of him, firing off several hot ropes of his cum deep into Max's once virgin ass. Max cried out, feeling the stuff flooding his body and coating the walls of his passage. He groaned loudly, still gripping the side of the bed as if his life depended on it while Pete gave him a few more deep humps, firing more cum inside of him with every one.

"Mrrrrr..." Pete growled softly, his lips parting with PJ's just as he began sliding his cock from Max's ass. His hole free, Max collapsed to the bed, panting loudly as Pete lay himself down on his bed, hands behind his head while his spent cock started to soften.

"So, PJ..." Pete smirked, looking up at his son who was now sporting a full tent in his underwear. "I here you and your buddy there've fucked around before."

"Huh?" PJ looked surprised. Max had told him about that...?

"So you been jerking off with each other? And you ain't never fucked? Tch, what's wrong with ya, boy? You never tried to suck his dick or anything?"

"W-w-well, no, Sir, I, was, uh... I guess I kinda chickened out..."

"Chickened out?" Pete glared at him. "Ain't no son of mine chickenin' out of nothin'!" He grunted and shuffled about, giving his own softening length a tug. "Why don't you boys gimme a show while my nuts recharge, huh?"

"A show... Sir...?" PJ asked.

"Yeah, you heard me." Pete grunted. "How 'bout you and yer boyfriend there fuck for me?"

"B-but, Dad, I've- we've never-"

"Well yer going to now." Pete growled. They both heard Max groan as he rolled over and sat upright on the bed, wincing at the pain in his ass. He hadn't cum yet; his cock was still throbbing hard and PJ was quick to take notice of it, eyeing it hungrily.

"Haha! Look how thirsty ya are!" Pete laughed. "Looks like he could use a hand there too. So, hurry it up, give Daddy a show." Max and PJ looked at each other, unsure.

"I mean... we're both, you know, hard, so..." Max eyed the bulge in PJ's underwear.

"Heh, y-yeah... Do you... want to...?" PJ looked down at Max's cock and licked his lips. He had to admit, the thought of having that up his ass was becoming more and more tempting...

"Yeah... Yeah, let's do it." Max nodded.

Pete watched as the teen sorted themselves out. They were so clumsy and clueless, neither one really knew what they were doing. He watched as they drew close to each other, hands tentatively exploring each other's bodies, fingers working through their fur. PJ was the first to grow bolder and reach down to caress at Max's dripping cock, his touch getting a gasp from the Goof who couldn't help but push his hips forward against PJ's palms. Max brought his own hands down to rub at PJ's bulge, the cat breathing out softly when he felt his buddy's hands on his junk.

"Oh boy..." PJ mumbled.

"You should probably get those off, huh?" Max chuckled.

"Oh! Yeah, yeah." PJ nodded and started sliding his clothes from his body, his lecherous father watching as he stripped off. PJ felt a bit on the spot, but continued regardless, clumsily pulling his underwear off from his thick legs and letting his erect length out into the open.

It was a nice size. Max could appreciate it, as could Pete, though Pete was very quick to note to himself that PJ was just a smidgen smaller than he was.

"So..." Max reached down and gave himself a tug. "You... wanna ride it?"

"Ohh hell yeah!" PJ said, that bashful look still on his face. Max grinned at how eager PJ seemed and then lay down lengthways across the bed.

"Come sit on it."

PJ hurried over and positioned himself above Max's cock.

"I'm kinda nervous." PJ said. "I've never put anything up my butt before."

"You can take it." Max winked. "I've seen people do this in porn. Just... lower yourself onto it, I guess."

"Sure, man..." PJ nodded and looked down at Max who had a hand on his cock, lining it up with PJ's hole. It slipped between those chubby cheeks of his and PJ gasped when he felt it pressing against his hole.

"Keep going..." Max said. PJ gave another nod and lowered himself further, grunting and gritting his teeth when he felt Max's huge shaft penetrate him.

"Mm! Damn...!" He gasped, his hole twitching around Max's girth and the Goof giving out his own moans as he felt his cock being enveloped by the vice-like grip of PJ's ass. Pete's cock gave a twitch at the sight of it and he reached down to fondle himself, rubbing at his flaccid shaft and watching as his own son to that huge Goof cock deep into him.

"K-keep going, Peej." Max breathed, placing his hands on PJ's hips and urging him to push down further.

"Is... it good for you, too?" PJ asked, clenching down around Max's dick and making him gasp as he kept moving down.

"H-hell yeah, dude!" Max gasped, rubbing at his friend's sides. PJ had to take it slow. A virgin like him taking a cock like Max's? He'd only hurt himself if he got over-eager. He lowered himself as steadily as he could, pushing back how enthusiastic he was to feel it being worked in and out of him.

Pete kept watching. He watched as inch after inch of throbbing cock disappeared inside his boy's fat ass, the two teens gasping loudly the whole time.

"How's it feel?" Pete asked, looking at PJ.

"G-good!" PJ gasped. "So good!"

"Heh, you like taking cock up yer ass, eh?"

"Y-yeah!" The words were out of PJ's mouth before he'd even realized it.

"Then start bouncin' on it." Pete ordered. "Get it all in there."

"Mmm! Y-yes sir!" PJ groaned and kept taking Max's cock, inching his way down the shaft until he'd finally got it all shoved inside him. He leaned forward, placing his hands on Max's chest for leverage as he began sliding his furry rump up and down it. The first couple bounces had PJ shaking and he had to take a few moments to brace himself before he really started.

"Oooh! Holy fuck!" PJ gasped out, pushing down on Max's body as he worked himself up and down the huge cock in his ass, his breathing instantly becoming heavy and his voice high-pitched.

"Fuck, that's good!" Max gasped, pushing up and letting his cock fill PJ's passage while the tubby cat bounced himself up and down on his fuckstick.

Pete was straight up stroking himself off at his point, his cock swiftly growing hard in his hand as he watched the show. He watched Max's member pounding away at PJ's hole while the younger cat whimpered loudly, his body shaking and wobbling as he moved up and down and took it all inside him. It hurt like hell, but PJ managed to ignore it.

"Peej!" Max grunted, his grip on PJ's hips tightening. "Mm! PJ! K-keep going! Keep going!" He looked at PJ and watched that fat cock of his bouncing up and down in front of him. Quickly, Max grabbed it and began jerking it off, sending waves of pleasure through PJ's whole body.

"Mmm! Ohh, Max!" PJ's dick spurted a rope of pre onto the dog's black-furred body as his friend stroked him furiously.

"PJ, I... ain't gonna last... long...!" Max grunted, thrusting his hips up and burying his cock inside PJ's hole as the cat slammed himself down on the shaft once again. Max felt himself getting close. He was going to blow. All it took was a few moments of bouncing from PJ to finally push him over the edge. With a loud cry, Max gripped PJ by the hips and shoved him down on his cock, thrusting upwards and filling him with his dick as he blew, firing off several thick loads of cum deep into PJ's hole. PJ tilted his head up and moaned loudly, every inch of that big Goof cock penetrating him while Max flooded his bowels with his seed. Max started grinding his hips against PJ's ass, biting his lips and growling with pleasure as he emptied himself deep into PJ's body, his orgasm slowly and steadily subsiding before he lay back on the bed, panting.

PJ stayed with Max's cock inside of him for a few moments, relishing the feel of it twitching in his hole, before he started to slid up from him, the cock popping out of his cum-dripping ass.

"Holy shit!" PJ panted. "Your cock's amazing!"

"Y-your ass too." Max panted in reply.

"Well, I'm glad to know my boy's got a fine ass." Pete laughed. "But we ain't done yet." He looked at PJ's cock. "You've still got a stiffy that needs takin' care of and I still go this here." He shook his own hard cock at PJ.

"Oh, um..." PJ chuckled nervously. "What, er, should we do, Sir...?" Pete thought to himself for a second and then looked at Max with a grin.

"Yer boyfriend there ever eat ass before?"

"He's not-"

"Answer the question."

"Er, no, Sir, I don't think so..."

"Well he's about to."

"Wha-" PJ watched as his father got down on all fours and presented his fat ass to them. Max looked at it.

"You... want me to...? Seriously?"

"Did I sound like I was kidding?" Pete asked and then looked to PJ. "Get him over here. Get his face in my ass, boy." PJ hesitated and twiddled his fingers, but he knew better than to defy his father.

Max, uncertain as he was, didn't resist as PJ pulled him over to his father's ass, placing a hand on the back of Max's head as he was brought face-to-hole with the older male.

"Push him in there." Pete growled, the lust dripping from his voice. "Shove his face in. Make him eat me."

"Er, o-okay, Sir..." He looked at Max for a moment before doing as he was told and shoving the canine's face into his father's hole.

"Mm! Lick it!" Pete ordered, grinding his ass back and pressing his taint against Max's face. Max gave a muffled groan and obeyed. He'd never considered doing anything like this before, but still he found himself in this situation so he might as well play along...

He opened up and ran his tongue across Pete's ass, eliciting a soft and approving groan from the cat as he licked all over it, smearing it with his spit.

"Mmm, thaaaat's it..." Pete growled. "Now get yer tongue in there. Shove it in my ass, boy." Pete kept pushing back and he soon felt that warm, wet tongue of Max's being pushed inside his passage, stretching his hole slightly and making Pete gasp with pleasure. The cat's hand snapped to his cock and he quickly began stroking himself off while Max's tongue explored his tight ass, licking all around it and filling the Goof's maw with his powerful, musky taste.

PJ kept pushing Max against Pete's ass at his father's orders. He could hear Max giving out muffled groans, his tongue still flitting about inside Pete's body, covering his hole in spit and making the older feline shiver. He was like that for a while before Pete finally pulled away with a grunt and rolled over onto his back, displaying his throbbing hard cock to the boys. They both assumed they were going to be ordered to suck him off, but then Pete spoke up.

"There, yer boyfriend's lubed me up, so how 'bout you show me what you got, boy?" He looked at PJ and raised his legs up high to reveal his spit-covered hole.

"Wait, what?" PJ asked, confused.

"What're you, dense or somethin'?" Pete asked. "Get your dick in my ass! And be quick about it! It's been a while since I've had a decent ploughin'." PJ wasn't expecting this. His big, domineering father asking for a cock up the ass? Pete noted the look on his son's face and spoke up again. "Hey, don't be getting any ideas! A real man can take a good dick up his ass same way he can give one. Now hurry up, I ain't gonna ask nicely again!" Max and PJ looked at each other, sharing surprised looks, before PJ shuffled between his father's legs.

"Er, I've never done this before..." PJ warned.

"It's real simple." Pete told him, grinding his ass against his son's tip. "You just jam it in there and start fuckin'. Ain't complicated."

"Sure..." PJ said. He pushed forward, rubbing his cock against Pete's hole before finally and slowly pushing inside him, the bigger male letting out a soft, pleasured breath as he felt himself being penetrated.

"Mmm, now there's somethin' I ain't felt in a while..." he growled softly and pushed down on his son's rod. "Quit going easy on me. Shove it in. All of it. Yer daddy can take it."

"Um, you sure-"

"Do it, boy!"

"Ah, yes, Sir!" PJ gripped Pete by the legs and then drove every inch of his cock inside the older man's ass. Pete cried out, a wide smile on his face as he tilted his head back and moaned loudly. PJ gasped, worried he'd hurt him.

"Ah! I'm sorry!"

"Shut up and fuck me!" Pete said. "Come on, in and out, fuck me like a man!"

"O-okay, sure, um-!" PJ gripped onto his legs tight and started working back and forth while Max watched nearby. He'd seen a lot of crazy stuff in his life... But PJ fucking his father up the ass was something he certainly wasn't expecting to see; ever.

"That's it! That's it!" Pete moaned, clenching down and letting his tongue loll out the side of his mouth, eyes closing as he focused on the feel of PJ's rod breeding his ass. Pete started to stroke himself off, shivering with pleasure and pressing down on PJ's dick, letting the entire thing be shoved inside of him with every push of the younger male's hips.

"Mm! Dad...!" PJ groaned, his cock firing ropes of pre inside Pete's hole.

"You like that?" Pete asked. "How's my ass feel, boy?"

"It's... good!" PJ said. "It's real good!"

PJ kept fucking him, his thrusting steadily picking up speed and the made groaning in protest under them. Pete's hand was a blur as he worked it up and down his shaft, his fingers already a mess of pre-cum. PJ looked down at his father's cock and suddenly had an idea. He reached down and swatted Pete's hand away from his cock. Pete glared down at him and was about to ask what the hell he thought he was doing when PJ reached down suddenly and took his father's dick in his hand, stroking it the same way Pete had doing. Pete grinned, watching his boy do all the work.

"Mmm, well ain't that gentlemanly of ya?" Pete chuckled and put his hands behind his head, relaxing while PJ rammed his ass and jerked him off.

"Mrrrr, PJ...!" Pete growled, clenching his teeth, his toes curling. He was close. PJ stroked him faster, coaxing his climax closer and getting an approving moan from his father who bucked into his hand. His cock throbbed and twitched in PJ's grasp, a thick glob of pre dripping down onto PJ's fingers. Pete opened his mouth wide in a huge open-mouthed smile, eyes snapping closed as he swiftly reached climax and blew all over his chubby body, coating his black fur in his white load. PJ could feel Pete's body throbbing and pulsing around his shaft as he came and his eyes widened at the sudden clenching around his cock. His stroking started to slow.

"Keep going!" Pete ordered. "Keep strokin' 'till I tell ya!" PJ obeyed, hand working furiously up and down and coaxing more of Pete's load from his cock while Pete shook under him.

"Mmm! That's it... That's it..." Pete panted and sighed, slapping PJ's hand away as his cock shot the last drops of cum across his body. Pete's hands went to his sides and hey lay there, panting loudly while PJ continued to breed his ass.

Pete looked down at PJ with a grin. "You gonna nut in me, boy?"

"Er, I-I mean, if you want-"

"Are you gonna nut in me, boy?!"

"Ah! Y-yes! I'm gonna nut in you!"

"Then do it! Cum in my fuckin' ass!" Pete pushed down and PJ moaned out, ploughing his dad's hole harder and faster, his own load swiftly approaching.

"I'm close! I'm close!" PJ moaned, cock pulsing hard.

"Blow in me, boy!" Pete said, clenching down hard as PJ kept fucking him with hard, strong thrusts until the younger feline couldn't hold it in any longer. With a loud, near-deafening cry he rammed his entire cock into Pete's ass and came deep inside of him, flooding his body with his hot load.

"Mmm! That's it! That's the fuckin' stuff!" Pete growled, grinding his ass against PJ's body as his son emptied the contents of his balls inside of him.

"Ooh... Oh, Dad... Mmm..." PJ's grip on his legs loosened and his movements slowed to a crawl and then a stop.

"You fuck good." Pete said.

"T-thank you..." PJ said, blushing deeply as he pulled his dick from Pete's ass.

"I didn't know you had it in you." Max said.

"Oh, ah, shucks..." PJ chuckled, rubbing the back of his neck, not really knowing what to say. What _does_someone say after they've fucked their dad's ass?

Pete lay back, relaxing as his dick softened.

"What're you two still doin' here?" he grunted. "Git outta here so I can get some rest!"

"Ah, yessir!" PJ said, jumping out of bed, him and Max totally forgetting their clothes as they fled the room, leaving Pete lying there, covered in and leaking cum.

PJ and Max would clean themselves up and hurry back to PJ's room where they'd start playing their video games again. After talking of course. After everything that had happened Max and Peej had quite a lot to talk about... And even more things to explore.

THE END