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Zach's folks weren't exactly what one would call good parents. In fact they were terrible parents. Not that they abused him or anything, but they never really took care of him either, not more than the bare minimum required. He never truly felt wanted, and when you don't feel welcome in your own home, you tend not to spend a lot of time there if you can help it, not that they ever cared.

The moose counted himself lucky he never fell into a gang or some other shady crowd and instead had the good fortune to spend his free time hanging out with his best friend, Sam. He spent so much time over at the panda's house that Sam's mother, Kim, had been more of a mom to him than his own ever was.

Zach always admired her. She had gotten knocked up with Sam when she was just a teenager, she was kicked out of her home and left all alone to raise a child by herself. She had every reason to turn out as much of a deadbeat parent as Zach's were. Instead she was an amazing mom, who somehow managed to juggle a job, her education and childcare all while treating Zach like family. His own family didn't even seem to notice that he stopped showing up for Thanksgiving and Christmas, instead going to Sam's for the holidays.

Even now as an adult, when the holidays rolled around, it was Kim's house he went home to. But this time, things were different...

It all started three months ago, when Kim had texted him out of the blue in the middle of the night.

Do u think I'm pretty?

Of course Miss Matsui, you're a very beautiful woman. He had sent back, without much of a thought. He always made a point to compliment her looks when he hadn't seen her for a while, or when she had dressed up for some occasion. He meant it too, Zach had never admitted as much, but he had formed a crush on the older panda as a boy and never really got over it, even if the forty five-year old mother was just a little more than twice his age.

Am I sexy tho?

That had taken him by surprise. Um, yes, I suppose you are. Have you been drinking?

Only a little. U are still single, right?

Zach had doubted that she had only had a little, if she was actually making a pass at him. Yeah, I am. He sent back, not exactly proud that he still hasn't held down a single stable girlfriend now that he was into his twenties.

Would you be against dating an older woman?

Miss Matsui, are you trying to ask if I want to date you? Zach had said, to just cut to the chase.

There was nothing from her, several painstaking minutes went by, until finally his phone beeped.

Yes.

Do u?

Ask me again when you are sober. He sent back. She was not in a good head space right now, she was drunk and frankly probably quite lonely since he and Sam moved out of town to attend school. He wanted to tell her yes, but he wanted her to be sure about her choice.

Of course, a needy drunk is as a needy drunk does, Kim sent him one last message to convince him to give her an answer, one that came as quite the shock to the younger man. A full body nude in front of her mirror, followed by what about now?

Zach's jaw was slack and his pants began to tighten. The curvy milf was plump in all the right ways, ursines just wore that extra chubbiness so well. It took him several moments to stop staring at her exposed tits and send a response back.

Get some sleep, we will talk in the morning.

Easier said than done for him in his current state. With a sigh he began to unzip his pants. His phone in his other hand. If he wasn't over his crush on her before, he definitely was never getting over it now...

The next morning came and Zach waited anxiously with his phone until it finally buzzed with a message from Kim.

I'm sorry about last night, I had way too much to drink and I understand if you are mad at me.

I'm not mad Miss M, I just wanted to make sure you had a clear head first and weren't saying things you didn't actually mean. I'd never take advantage of you. Zach sent back.

Several agonizing minutes went past before he finally got a response.

You're such a sweetheart, but I know you just don't want to hurt my feelings by rejecting me. But you're a handsome young man and there is no reason you would want an old lady like me. I let my impulses get the better of me.

Zach sighed, weighing his options before deciding to dial her, he needed her to hear his voice for this.

"Hello?" Kim asked, the confusion in her tone was apparent.

"Miss Matsui, I just... I know I would hate myself for the rest of my life if I let this slip by without saying something. But I genuinely meant everything I said, I wasn't trying to let you down easy. So to answer your question from last night... yes. I do want to date you. I have had a crush on you for as long as I have been interested in girls." Zach said, getting it all off his chest before he lost his nerve.

There was a long pause before Kim finally responded. "Oh... um... wow. I... don't even know what to say."

"You don't have to give me an answer right away if you don't want to, Miss M." Zach replied, the embarrassment of what he just said catching up with him.

"I... well. If you are serious then... fuck it, why not?" Kim said after a few moments.

Zach let out a sigh, feeling the tension in his body release all at once. "R-really? So we are..."

"A couple? I suppose we are!" Her voice likewise shifted with the mood, equally relieved and perhaps pleasantly surprised at the outcome of the conversation. "But I better let my cute boyfriend get to his classes, we can talk more after, okay?" She said, as Zach realized he had not been paying attention to the time at all.

"Oh! Right! But uh, about that picture you sent me... do you want me to uh... delete it or anything?" Zach asked, nervously, not even sure if she remembers sending it.

Kim giggled. "Oh, that? I guess I got a little carried away. I never sent a nude before and it was all an exciting new world for me... tell you what, you answer one question for me and I will let you keep it, sound good?"

"Okay!" Zach quickly responded.

"Hah, someone is excited." Kim remarked.

"Oh, sorry." Zach felt a little embarrassed, realizing he might have gotten a little too enthusiastic about keeping the picture.

"Don't be. I like it. That attitude makes me want to send more." She teased. "But first... did you touch yourself looking at it?"

Zach blushed. "Yes..." he said meekly.

"How flattering! And such honesty! Keep the pic and expect more." Kim said, clearly elated.

Zach chuckled. "You find it flattering that I... jacked off to you?" He said, still finding it weird to speak sexually to her, but her own casualness now that the initial awkwardness was over was beginning to rub off.

"You call me beautiful all the time, I always figured you were just flattering me to be polite. But it's hard to get more genuine than that." She explained.

"Heh, I suppose so."

"If you feel like returning the favor by the way, I would love to see... more of you. If you are comfortable with it, that is... Now get to class! Don't be late because of me!" Kim said, her tone shifting away from the flirty voice she had been using to something Zach was more used to from the no-longer-single mother.

That night he obliged her, sending her both a full nude and a dick pic after getting himself hard, an easy task with the material she had sent him.

The whole situation was surreal in all the best ways, especially as she sent back more nudes of her own in return, with a slew of thirsty comments about wanting a taste of him. They had become a couple for less than twelve hours and already things were so sexually charged... though it was not entirely unexpected in hindsight, he was a virile college student and she was in a twenty year dry spell, they both had one thing on their minds.

He laughed to himself as he began stroking himself off to her pictures, at least he didn't have to worry about getting to know each other...

Things progressed from there as one might expect, his days after class were dominated with long phone calls with his new girlfriend, casual conversations turned sexual in an instant, sending nudes turned to video calls of the pair masturbating to each other. It was difficult to be patient, waiting until he would have a chance to actually visit. Plans were in motion, he would come home a week before Sam did for the holidays, a week with just him and Kim in the house... he couldn't wait and knew she couldn't either. Every week felt like an eternity as he counted the days.

It was only a few days out when he got a text from Kim.

Are you really sure about all of this? She had asked him.

Yeah, of course. Zach immediately responded.

I just can't shake the feeling that I am taking advantage of you, like I am milking your physical attraction to me for a relationship. I wouldn't mind if you just wanted to keep things physical. She sent back.

Zach frowned, as much as being friends with benefits with his friends hot mom would have been awesome in the past, now he was dead set on the path before him. Only if that is what you want, Kim. I want to be with you, not just have sex.

<3 That is so sweet. She responded, immediately typing something else out right after.

But I am almost twice your age, I know you said that doesn't bother you but... I'll be an old lady before too long and who knows how much longer I will still be able to have kids for.

You have plenty of time left in you before you even get remotely close to being an old lady, and I bet you will still be hot as hell by then. You definitely will be to me. Zach sent before writing out his next message, a little more nervously.

If you're worried about getting too old to have another kid of your own... how about we start right away. He sent before agonizing too much about broaching the subject too soon.

What, really? What about you? You have school and a promising future. I can't ask you to become a father for my sake.

It's not for your sake, I just didn't know when it would be appropriate to ask. I want a family with you and I bet you want to know what it would be like to raise a child with someone else. Besides, I graduate this year, the baby wouldn't be born until after then anyway, assuming we get lucky. The mechanic my old man used to work at already offered me a job and I majored in electrical engineering, finding work beyond that won't be an issue. I've always wanted to prove I could be a better dad than my old man, or Sam's for that matter. Zach typed out, sending the wall of text with his heart laid bare on it over to her and waited patiently for her response.

You know, Sam was an accident so... I've never been bred properly before. Sounds kind of hot. She responded.

Zach smiled to himself, pleased that he turned her self doubt around into the unfiltered lust he was used to.

The next few days went by even slower, the thought of actually breeding her weighing heavily on his mind, the young male was beyond excited. He booked his flight back as early as possible, hardly getting a lick of sleep the night before, thankfully catching a quick nap on the flight. Getting off the plane it was just a short cab ride into the suburbs, he was practically trembling the whole time.

Finally, he stepped out of the cab with his bag slung over his shoulder, stepping up the path to the front door, instinctively ducking as he passed through the doorway leading into the glass-enclosed porch of his girlfriend's home so as not to hit his antlers on it. Another surreal moment struck Zach, in his mind this building was always Sam's house... then they both left town for school and it was just Ms. Matsui's house. Now it was his girlfriend's house... and his house soon enough.

The door swung open and Zach's jaw nearly hit the ground. There was Kim, not in jeans and t-shirt as she typically wore around the house, instead she was wearing... well, hardly anything. She wore a pink silk robe, the fabric so thin you could see the black fur of her arms underneath the short sleeves in contrast with the white fur across the front of her torso. It was so small that Zach had no doubt that from behind almost her entire ass would be hanging out. The belt holding it "closed" was so loose, that the garment only barely covered her nipples and even then not completely. Down below her modesty was only saved by a matching pair of lacy silk panties, her thick legs on full display.

"Ms. Matsui!" He exclaimed before catching himself, the combination of such a sight in person, his nervousness and the nostalgia of being back causing him to accidentally revert to old habits. "Er, Kim. Someone might see you like this!"

Kim giggled. "So? I've got nothing to be ashamed of." She said, placing a finger on Zach's chest, trailing it down his body slowly. "Or do you just want to keep me all to yourself?"

Zach smiled, Kim knowing just how to push his buttons and get him to relax. "Heh... maybe. But I think I like the idea of showing you off even more..." He reached up, cupping one of her massive breasts, a chill running down his spine as he finally got to touch something that had seemed so forbidden for so long... running his thumb over her nipple, feeling how hard it was under the silk from the cold outside air.

"Such a naughty boy..." she teased. "But perhaps the middle of winter isn't the best time to show your girlfriend's naked body off?" She grabbed his wrist gently, guiding him into her much warmer home, shutting the door behind them with her other hand.

As soon as they were inside, both pushed their heads forward, pressing their muzzles together and locking into their first kiss. Their tongues intertwined and both of them groaned into it, their hands traveling over each other's bodies. Zach greedily tugged away at the loose belt holding her robe closed, pushing the garment off the busty panda. Just having the older woman in naught but her underwear made him feel like his heart was going to beat out of his chest and both hands reached out, grabbing both of her breasts, squeezing them, feeling the soft fur covering them, then gave her nipples a pinch.

He watched as her eyes shot open, meeting his and narrowed as moans of delight escaped her muzzle into their kiss. He knew how she liked it, all their dirty conversations, sending so many pictures and videos back and forth that he had to buy a SD card for his phone to keep them all... they both knew each other's preferences and now it was time to put that knowledge to practice.

Kim was the one to finally break the kiss after what felt like both an eternity and entirely too soon at the same time, the mature female not satisfied with being the only one who was topless as she grabbed Zach's shirt and pulled it up, laughing as Zach had to help her get it past his antlers.

"Nude beach." Zach blurted out.

"What?" Kim asked, cocking her head.

"That's where I am taking you, after I graduate. A nude beach. You'll only be six months along..." his hand dropped down, pressing against her soft, slightly chubby stomach. "Then I can show you off all I want, all in the summer air with a sea breeze." He said softly. Living in a landlocked city, a trip to the beach was pretty rare, especially for a single mother who rarely got a day off. He still remembers fondly the one time they did get to go when he was fifteen and how grateful he was that she offered to bring him with them, of course that locale was more family friendly, a far cry from what he had in mind now. Still, it had been his favorite summer ever and soon enough it was going to have to settle for second favorite...

The panda grinned up at him. "That sounds nice..." She said as she put both hands on Zach's chest, feeling his fur and muscles more openly. "All the young ladies are going to be so envious of the stud I bagged..." She said, gripping his shoulder tightly as she began to walk him further into the living room, her other hand working to unbutton Zach's pants as they moved.

The moose could see the hunger in her eyes as they came to a stop, she grabbed his pants on both sides, squatting down and giving them a sharp tug, as they fell down around his ankles, Zach stepped his hooves out of them and kicked them aside while Kim stared directly at his boxers, an impressive tent having formed. The panda reached up impatiently, tugging his underwear down, then with both hands she gave his chest a hard shove, forcing him to sit down on the couch behind him.

Zach fell with a soft grunt onto the old sofa, he watched as the busty panda dropped fully onto her knees in front of him. She reached out with both hands, one gripping his cock at the base, the other cupping his heavy balls, gently fondling them while she began stroking his member.

Zach threw his head back and groaned at this treatment alone. Still, he could feel a trembling in both of the panda's hands, looking back at her face he could see the look in her eyes and the way she was biting her lip, she was just as excited as him. Suddenly she pulled both hands away, placing them both on her breasts as she leaned forward, sliding the moose's member between the soft, voluptuous mounds and squeezing them together. Using her hands she lifted her bosom up and down, massaging her boyfriend's twitching shaft.

"I can't believe this is really happening." Zach said in a breathy voice, his eyes glancing over to the TV where a couple of old game consoles were still hooked up. He had spent countless hours on this couch watching movies and playing games with Sam and now he was getting a tit job from his best friend's mother.

"Is it everything you hoped it would be?" Kim asked, before leaning her head down, allowing the tip of his cock to penetrate her mouth whenever it slid out of the top of her massive mammaries, massaging the sensitive tip with her tongue.

"It's... uhf... so much better than I hoped..." Zach managed to grunt out, he wasn't going to last long like this.

Clearly realizing this, Kim shifted herself back, sliding his cock back out from her tits and taking him into her mouth fully, sliding down until her snout pressed into his crotch-fur.

"Oh... oh my fucking god..." Zach groaned out, feeling his cock deep in her throat. "Nobody has ever taken the whole thing before..." Granted he admittedly had a small pool to go off of, but the statement still held true.

She began bobbing her head along his length, making small little gagging sounds every time she bottomed out on him, just barely reaching her limit. Instinctively, Zach reached out and placed both of his hands on her head, gently running his fingers through her long black hair, rubbing her fuzzy round ears.

Then as her tongue teased his rod with every pass, he couldn't take much more, his grip tightened and he began to buck his hips up into her face, causing her to completely gag on his cock as he began to fuck her face from below.

"F-fuck... I am gonna..." Groaning out, Zach let go of her head as the first rope of seed shot straight down her throat, bucking his hips up into her muzzle instinctively causing her to gag and sputter around his cock

Kim pulled away, wrapping a hand around the moose's shaft and swiftly began stroking it, helping milk it of every drop of cum as it spilled directly into her mouth.

As his cock twitched and the last few spurts were deposited into the panda's maw, Zach relaxed into his seat, letting out a satisfied sigh while Kim swallowed down the last of his spunk. After taking a moment to catch her breath, Kim slowly rose to her feet. Zach leaned forward with a mischievous grin, swatting her right on the ass with an open palm.

Zach got up off the couch, grabbing Kim by the upper arm and turning around. "Your room, now." He commanded, slapping her ass again to get her moving, earning a sharp gasp and a giggle from the older woman.

He followed her up the stairs and into her room. He couldn't help but chuckle to himself, it was the room he had seen the least often in the entire house, but never had it been quite this clean and tidy before. Though he supposed she never expected company in her room before...

Strolling up to the bed, he let himself fall backwards onto her bed, laying on his back. "Go ahead and get out of your panties and get up here. It's your turn" Zach called out, tapping the space beside his head with the back of his hand.

Kim's muzzle formed into a wide grin as she hooked her thumbs into her panties and slowly pulled them down, much to Zach's pleasure, savoring seeing her in her full naked beauty in-person for the first time.

She crawled up onto the bed, throwing a leg over Zach and straddling his head. "Like this?"

"Exactly like that." He said, admiring the view he now had of the panda's pussy, framed by her heavy thighs, practically dripping in anticipation. Above that he could see the pudge of her belly and her heavy tits blocked any view of her face. He reached up with his hand, extending two fingers towards her sex, first teasing the outside and listening to her sharp little moans as he did, seeing her body tremble... and subsequently jiggle, in response. Then he pushed them both inside, with how wet she was he had no trouble sliding them to the knuckle within the older panda's pussy, feeling her walls convulse against his digits.

"Now grab my antlers." He said, withdrawing his fingers.

The panda chuckled above him and leaned down, wrapping her fingers around Zach's antlers. "Ready?"

"More than ready. Don't stop until you cum." Zach said.

As soon as he gave her the go ahead, she pulled up on his antlers while lowering her body down, forcing his mouth against her pussy. His tongue immediately slipped out, pressed against her slit and tasted her for the first time.

Moaning out, Kim began gently rocking her hips, rubbing herself against Zach's muzzle while he pushed his tongue inside of her. Zach reached around her body, one hand grabbing a handful of panda ass, squeezing and rubbing it, spreading her cheeks apart while the other, still wet with her juices, slipped between them. He rubbed his two fingers against her tail hole for several moments, using her fluids to lubricate the entrance before pushing both fingers inside causing her to moan out and tremble above him.

Pumping his fingers in and out of her asshole, he continued to eat her out as she rode his face. Zach did his best to make up for his lack of experience with enthusiasm and listening carefully to her moans to know when he was doing something right.

"H- holy shit... this feels... I've never..." Her words were disjointed, it seemed she had trouble keeping her thoughts straight through the pleasure she was enduring. Those last words intrigued Zach though, but it would have to wait as he increased the fervor at which he was pleasuring her with his tongue, his fingers making rather wet sounds as they slid in and out of her ass, her hips grinding against him with renewed effort in response.

Suddenly, she let go of his antlers, placing her hands flat on the bed to support herself. Screaming out, she dropped more of her weight down on top of him, practically smothering him with panda pussy as she came.

Smirking, Zach pulled his fingers from her ass, grabbing her by the hips as she was cumming. He twisted, pulling the mature female down onto her side. The moose got up onto his knees, straddling one of her thick legs while he lifted up the other one over his shoulder. His cock hard and ready to go again, he pressed against her pussy lips.

"Ready to get bred?" He teased, already sliding the tip inside just a little...

She looked at him with a needy expression, nodding. "Yes... breed me." She called out, her whole body trembling as she was given no time to recover from her orgasm.

With her already warmed up, he wasted no more time, sliding his cock in all the way to the balls and wrapping both arms around her leg for support as he began sliding his cock back out, before slamming it into her again. The feeling of her pussy walls squeezing his bare member as it slid in and out of her was amazing.

"I'm gonna show your big pregnant belly off... anyone who sees you will know exactly what I did to you." He said, teasing her as he began to build a steady rhythm humping her.

"They will know- mmf... just how- ah! virile my young stud is..." she teased back, as she balled the sheets under her up in her fists, unable to contain all her little moans and whimpers as she was properly fucked for the first time in over two decades.

Zach picked up his pace, all sounds quickly drowned out by his girlfriend's high pitched moans as he fucked her silly. Then she screamed out yet again, this time louder than before as she came again.

The young male grunted, feeling her pussy clamp down on him pushed him over the edge sooner than expected, his seed spilling out into her unprotected womb where he hoped it would soon take root into a new life...

He thrust a few more times, each one harder than the last until every drop of seed had been drained from his balls. Breathing heavily he pulled out of her, admiring the small trickle of semen leaking from her for a moment before letting go of her leg and laying down behind her and gently wrapping his arms around her.

"Was that your first time getting eaten out?" Zach asked, his curiosity still weighing on his mind.

"...Yeah." She eventually said.

Zach nodded, despite her age she was technically just as inexperienced as he was. "Well, today was a lot of first-times for the both of us, I suppose." He looked over at an old clock hanging on the wall. "It's still pretty early, maybe we should catch a movie, have our first date?" He asked.

Kim twisted, turning to face Zach, smiling at him. "You think you can keep your hands off me for two hours?"

Zach chuckled. "Probably not."

Her smile widened. "Thought so. Let's stay in, I'll make your favorite for dinner, we have a lot more first-times to get through tonight." She leaned in, kissing him.