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The nine year old dire bear let out grunts and pants as he swung at the punching bag that was hanging in front of him. Sweat was rolling down his brow as he focused on his training, the voice of his master in the background spurring him on to do his best, and making sure that he will be ready for the next tournament.

"That's good, just keep it up." The voice of his teacher, Takase cut through the air. "Just keep it up till you don't think that you can and then keep going..." He said pausing for a moment. "I have some other....business to attend to." The turtle said as he started making his way to the door of the large room that had been converted into a home gym, closing it behind him. Seen knew that his Master was heading off to a bar or wherever he could find woman to flirt with.

Seen kept hitting the bag over and over, watching the dust falling from the bag each time. His mind lost in his training focused on what his master had told him to do, though soon, with the passing of time his attentiveness dwindled to the point that the sounds of the world around him started slipping in. One of the sounds that seemed to call to Seen was the sound of a soft grunting. It sounded like it was coming from the next room.

Slowly he undid the cloth belt that was tied around his waist, laying it on the bench that sat along the far wall of the room, next came his the upper part of his Karategi, once again letting it come to rest with the belt. Reaching out his picked up his water bottle and started heading back to the door and through it.

Once he had gotten out to the hallway he could hear the sound a lot clearer now, and his hearing was right on, it was coming from the room next door. Slowly, on practiced paws he made his way up to the door, finding it was slightly ajar.

Peeking into the room, he smiled at the sight of the older bear that was wiggling and almost dancing around as she did her best to try and slip into some blue jeans that were clearly to small for the thirty something mother. Seen smiled at the sight, though he did get a little careless and nudged the door, causing it to creak opening a little.

"Seen is that you?" The motherly bear called out, turning to look at the door, seeing the young, shirtless boy standing there, still smirking a little. "I need you to do me a big favor." She started, blush starting to sneak onto her cheeks. "I need you to help me get back out of these pants. They were ones that I used to wear back in highschool, and I thought that I could slip back into them, but I was wrong."

"Yes ma'am." Seen said nodding and pushing the door open the rest of the way before stepping into the room and up to Swanna. "Ummm let's try this." He said, reaching up, his hands coming to rest on her hips before starting to tug the tight denim pants down. The stubborn pants just refusing to move at all, even with Seen tugging and Swanna wiggling.

"Sweetie, I don't think this is going to work." She said stopping for a moment, glancing back at the bed. "I think I know what will work." the older bear said as she walked over to the bed, sitting on the edge and then laying down. "This should help loosen things up."

"So, just pull?" Seen asked as he walked up to her, soon standing between her legs. It took less than a second for him to reach up and start pulling at the fabric again. This time Swanna was right, the new position that they were in seemed to be happening. The jeans were starting to move, but it wasn't much at all.

It took a little work, but the bear cub finally managed to wiggle the jeans down just enough to free the older bear's plump pussy. He smiled at the sight of her puffy flower that just seemed to beg to be lick, and loved. In the back of his mind he could hear his Master telling him to go for it, that she would love it as much as he would.

It didn't take long for him to give into the voice of his Master, it was his teachings after all and he had to follow them. "Don't worry Swanna, I'm going to get you out of them." He said smiling as he glanced around the room, his grin widening as his eyes came to rest on a pair of scissors that were sitting on the dresser. He skittered over to the dresser and took the scissors before rushing back to the task that he was given.

Carefully he wiggled a finger between the folds of the tight denim and her supple, swollen lips, the feeling of the cub's finger wiggling against her slit got a moan out of her. Ever careful and slowly her angled the scissors into the gap that he had created and started to cut into the fabric, filling the room with small snipping sounds as he cut the fabric.

"Oh thank you Seen." Swanna said as she heard the snipping and felt the fabric loosening a little before she let out a louder moan.

The naughty little cub just couldn't help but lick her swollen pussy, letting his tongue glide along the the plump mound of hot flesh, he swore that he could feel her growing wet on his licking. He smiled as he let his tongue lap over her supple treasure, tasting her sweetness that was starting to gather as she became more and more aroused.

"Oh Seen." She panted out as she felt the tongue teasing her cunny, even dareing to slip between her engorged lips, and lapping at her depths. "That feels so good." Swanna said as she just laid back, letting the little cub do his work.

Seen didn't say anything as he just kept lapping at her flower, murring softly as the taste of honey grew stronger with each passing lap, she was getting wetter and wetter as he worked on her. His seemingly practiced tongue seemed to know just the right places to hit. Lapping from the base of her lips, taking in the curves of her mound and up to her clit, wiggling and flickering against the little nub.

Without saying anything, Seen pressed his tongue against her puffed up mound, wiggling between her lower lips and into her hot depths. He pushed his tongue as deep as he could, wiggling around, hitting and teasing her inner walls. Continuing to make out with her slit, his nose kept pressing against her clit, further pushing her to the edge.

"Oh Seen...." Swanna panted out between moans. She was clinging to the bed that was under her, paws holding onto the blankets under her, making a mess of the bed as she wiggled about, bucked her hips and whimpered for more. It all spurred Seen on, he wanted to make her cum.

Swanna wasn't able to say anything other than letting out a loud, sultry moan as her body started tensing up. It was clear that she was cumming, and from the way that she was bucking her hips into her little lover's muzzle, she was cumming hard. She was sure that she was tearing small holes in the blanket as tight as she held onto it.

Seen kept licking and lapping at her slit, making sure that he kept hitting all the spots that made her wiggle and moan the loudest, doing his best to drag out the orgasm as long as he could. The taste of her honey drove him to keep up, to keep teasing her and giving her the pleasure that she deserved.

Several moments passed, the room filled with the sound of the older mother panting and moaning a little as the cub would sneak in a few more teasing licks to keep her over the edge. "Oh Seen." She whispered as she sat up, smiling down at the boy, who looked up at her, muzzle soaked with her wetness. "I think someone needs a little reward for being so helpful."

Getting up, she smiled as she finished wiggling out of her now cut up jeans, letting them fall to the floor in a heap at her ankles before kicking them to the side. "Now come, sit on the edge of the bed and relaxe." She said as she reached for the hem of her shirt, pulling up and off before tossing it into the pile with her ruined pants. As she watched the bear cub getting up onto the bed, her hands slipped up and started unhooking her bra and shimmying out of it, freeing her large, still perky breasts.

Sitting on the bed, the cub smiled as he watched her stripping out of her clothing, a clear tent in his pants showing. It was clear that the young boy was packing, and packing one that would make most if not all of the adults around him envious. Swanna smiled as she walked up to Seen and soon getting down on her knees in front of him.

"Lets just get these pants out of the way." Swanna said with a little giggle as she reached up, working around the tent that was in the way, untying the sash before wiggling his pants down and out of the way and tossing them over to the growing pile of clothing. "Such a big boy." She said as she looked down at his hard cock that had to be at least two feet long, with a large pair of full, apple sized balls hanging under it.

Swanna didn't say anything as she leaned in, starting lick at the tip of the twitching cock, smiling as she watched Seen's reactions, listening to him letting out little moans and gasps as she would lick along the sides of his cock head, even licking the underside, making sure to tease that one spot under the edge of his crown. She kept this up for just a little before he was starting to leak pre.

"Looks like someone is a little pent up." She said smiling up to him as she licked along the very tip of his cock, letting her tongue slip through his cum slit, scooping up the pre that was gathering there before taking the tip into her muzzle. Keeping just the tip in her muzzle she let her tongue swirl and dance around the tip, flickering and even licking at his cum slit.

Slowly she started taking in more and more of his cock, sliding down the long shaft of hard meat, starting to swallow the moment that she felt his tip poking at the back of her throat. Once she had swallowed all that she could, she slowly pulled back and off of his cock with a loud popping sound. She knew that she couldn't take the whole cock into her muzzle, but she knew that there were other ways to please her young lover.

Scooting forward, she smiled as she brought her breasts up and to rest on the sides of his cock. Pressing her hands on the side of her chest, she wrapped the cock base in the warmth and softness of her breasts as she went right back to sucking on his cock. She slowly started building up a rhythm, she would lower her lips around his cock, feeling out every little curve and vane of his cock, she would slowly, teasingly lift her breasts up.

Glancing up at Seen as she kept up her slow, tease of a pace, enjoying the sight of the smaller bear as she pleased him. His moans, the shivers and twitches that ran through his body, all signs that she was doing her job and returning the favor. Soon she started moving faster, taking a little more of his cock into her muzzle as she started bouncing her ample chest in her lap.

Swanna could tell that Seen was getting close and fast. The bear was starting to buck his hips, moan and pant louder, even holding onto the blanket much like she had, most likely even adding a few more holes in it. His paws weren't busy with the blanket for long, they ended up finding there way to rest on her head, pushing her down a little more, pumping her head up and down a little faster than she had been moving.

"I'm going to... I'm gonna cum." Seen managed to get out before pushing his lover's head a little further down onto his cock, even bucking his hips up a little. The feeling of the hot mouth and throat around his cock, along with the warmth of the ample sweater meat wrapped around his cock, sent him over the edge. The cock that was buried deep in Swanna's throat started shooting off rope after rope of hot cum right into her, starting to fill her belly. The mother bear kept swallowing the cock and load that she was given.

After the few minutes that it took Seen to completely unload his balls, Swanna started pulling back, letting the cock slowly pull from her throat, once the tip was in her muzzle, it gave one last twitch, spurting a last little bit of seed. She smiled as she let the cock drop from her muzzle and flop between the little stud's legs, she also made sure to open her muzzle and show off the last of the load that she was given before happily and greedily swallowing it down.

"Mmmmh that was a nice little warm up." Swanna said smiling. "But I know something that you will like even more." She said getting up and looking down at the cub. "You sit here and catch your breath for a moment or five and then come to my room. You know where it is."

Seen sat there for a few moments, panting and enjoying the afterglow of the naughty fun that he had just had with the older bear. Remembering what she told him, he smiled and got up off of the bed, leaving his pants at the edge of the bed. He made his way through the house, and up the steps, not caring about being naked in the least. Once at the top of the landing he followed the hall to Swanna's room.

Smiling as he got to the door, pushing it open and slipping in, his smile widening when he saw what was waiting on the other side. Laying on the bed, Swanna was dressed in some, if not the sexiest lingerie that he had seen. Black and red silk covering parts of her body, black silk covering her sides with the small straps criss crossing over her back. Black silk bra barely holding in, much less covering her ample chest, parts of the floral pattern covering some of her nipples, but not doing much past that, it even had a little red bow to top it off. Two bands of black cloth sliding down over her tummy, with red lace criss crossing between the two, down to the panties that she had on. The panties that she had on was what really caught Seen's attention. She had on crotchless panties, black and red silk sliding down to the sides, showing off and framing her swollen pussy lips. She even had on the stockings to match, sheer black silk with red lace and bows.

"Mmmmh it looks like someone sees something that they like." Swanna said with a little giggle as she watched Seen's reaction, smiling at the sight of his cock as it started getting hard at the sight of her. "Does someone want to feel my hot pussy around their cock?" She asked sitting up and sliding over to the edge of the bed, making sure to sit there with her legs opened and her swollen treasure on display.

Swanna smiled as she watched Seen walking up to her. "And how would my little stud want to take me?" She asked getting up from the bed before turning away from him and kneeling down, resting against the bed. "Nice and wild?" She said as she pereked her butt up, showing off her full, round ass, along with her engorged lips that peaked out.

Seen didn't say anything as he got up to her, smiling and licking his lips as he got down on his knees. One hand coming to rest on her hip, the other taking his cock and strocking it a time or two before lining up and pressing the tip against her slit. He let out a little moan as he moved his cock up and down along her slit, soaking the tip of his cock in her hot wetness.

"Oh fuck Seen." Swanna moaned out as she felt him teasing her. "Fuck me...." She practically whimpered out. That was all that she needed to say to the bear cub to get him going. Without saying anything, Seen started pressing his cock into his lovers hot depths. The feeling of Seen's large shaft pushing into her caused Swanna to moan and claw at the bed in front of her. The feeling of the cock pushing deep into her, stretching her like no other man had in a long time, it was all making her wetter and hotter.

The feeling of the tight, hot, and soaking wet pussy around his cock was turning Seen on more and more. The scent in the air, their mixed musks causing the two to want it more and more. Soon he managed to hilt his cock into her cunny, causing her belly to bulge a little, he took a moment to enjoy the feeling of her around him.

Having enjoy the feeling of her depths Seen pulled his cock back, leaving just the tip in her cunt before slamming into her. The stud cub didn't waste any time before he started pounding into her burning depths. With each powerful thrust into his lover, he would let out a grunt to match her moans. His hands coming to rest on her hips as he fucked her.

It had been some time since Swanna had someone fuck her like this, since someone made such passionate love with her, and all from a cub. All that she could do is moan, pant and whimper out as she felt him pounding into her. The feeling of his cock sliding all the way out before slamming right back home, she was sure that she could feel every little detail of his cock. Every ridge, vain and twitch of his cock probing into her depths.

Soon Swanna let out one of the loudest moans that she had all afternoon long, it was clear that she was cumming and from the way that she was clinging to the bed, she was cumming hard. Seen could feel her walls twitching and milking his cock, just begging for his load to be sprayed into her depths. Through her orgasm, Seen made sure to keep pounding into her, dragging out her orgasm for as long as he could, not blowing his load into her. It was clear that the cub had a lot of endurance for someone his age, that and he wanted to make sure that his lover was pleased.

Smiling as he pulled his cock from her slit, letting the soaked member rest between her butt cheeks, ever slowly grinding against her. "Mmmmh, I want to get good and deep." Seen said leaning in close. "Get up on the bed, and lay on your back, lift your ass up and put your ankles behind your ears." He said getting up and stepping back, slowly stroking his cock.

Seen smiled at the sight of the mother bear getting up and crawling onto the bed, smiling as her head came to rest on one of the many pillows. "Come and get it." She said snickering a little as she got into the position that she was ordered to.

Swanna made a show of getting into position. Slowly she licked one of her fingers and slid it down to her mound and slipped it into her puffy, slightly parted mound. She slowly started fingering herself a little as she moved her other arm around. Pulling her finger free, she held her cunny lips open to show off as she lifted her lower half up a little and brought her ankles to rest by the sides of her head.

"Come and get it." She said smiling before moving her hand out of the way, bringing it up to her lips and licking any of her juices that might have gotten on them. "Breed me, hard, fast, deep and feel me till it leaks out." She said in a needy, but demanding voice.

It didn't take more than a few moments for the little bear to climb onto the bed and start making his way over to her. Once he got over to her, his face right at her cunny. He smiled as he stole a few licks from her soaked, swollen pussy, enjoying the sweet, salty taste of their mixed juices.

Straightening up Seen let out a little grunt as he pressed the tip of his cock against her cunny, without saying another word Seen started pushing his length into her, feeling the heat of her hot flesh surrounding his cock again. It didn't take long for the male to hilt into her, this time deeper than the other position, he swore that he could feel the tip of his cock poking at her cervix.

Leaning forward, the bear cub smiled down at his lover, his lips coming to press against her's as he started pulling out and then slamming right back into her. He was able to keep the fast, and hard pace of pounding into her, and yet was able to keep the kiss and not shake her.

The bears' tongues danced around in one another's muzzles, taking the time to explore every nook and cranny of each other's muzzle. It was like the pair were counting teeth as they made out. Soon the kiss was broken with the pair letting out moans and grunts of pleasure at they fucked like rabbits.

The room soon filled again with the sound of the two making passionate love, pants, grunts, gasps, and moans filled the room along with the sound of Seen's balls slapping wetly against Swanna's butt, the two thoroughly soaked with the two's juices. It was clear the two were getting close to their peaks, it was just a matter of getting his lover off first before he did.

"I'm going to feel all of your holes." Seen said, his voice turning into a growl there at the end. "You're going to be dripping cum for days." He said, his hips slamming into his lover's as hard and as fast as his smaller hips could, each thrust pushing a moan out of the milf bear.

"Oh god Seen, do it. I want all of the cum that you can fill me with." Swanna moaned out as she felt herself tensing up, right there on the edge of climax, so close, she swore she could taste it. "Oh fuck, I'm cumming." She panted out, claws digging into the blankets, adding another set of small holes as her claws cut into the fabric.

The little bear let out a loud moan that turned into a throaty growl as he started cumming. He slammed his cock into her one, last, hard time. The tip of his cock finally pushing past her well fucked and used cervix.

Swanna let out a moan with each twitch of his cock, she could feel each blast of cum pumping into her womb, filling her depths like no man before him could. With each blast of his hot seed into her, her belly grew a little, swelling up and soon looking like she was a few months pregnant. It got to the point that Seen's seed was starting to leak out around his cock and sliding down along her tail hole and then dripping onto the bed.

"Oh fuck Seen....." Swanna panted out. "I'm sure that I'm going to be a mom now.... with all of this hot, thick cream that you just unloaded into me." She said smiling, keeping herself close to the little bear, making sure that he stayed nice and deep in her and didn't even think about pulling out of her till he was good and empty.

"I.....I thought that you were on the pill." Seen squeaked out, looking down at his lover. "I'm a little too young to be a dad." He said panting softly, slowly pulling his cock out of her. Once he slipped out of her, there was a small flood of cum that poured out and pooled onto the bed. The cum that was pouring out of her wasn't important, if she was going to end up knocked up, the cum that was deep in her was not going anyplace.

"I might be.....and even then, you know that the pill doesn't always work." She said with a little snicker, relaxing her legs and letting them fall beside the little bear. "Don't worry about it, just come here and snuggle up to momma bear, rest up a little.....cause you still owe me another round....or two." Swanna said smiling. "You can consider it repayment for the pants that you cut up."

The two stayed snuggled up for sometime, resting after there messy, hot lovemaking, it was clear that this was going to be the start of a long night. All through the rest of the night the bear cub's training was forgotten for something a little more fun and a form of training in it's own right. Through the night they tried many different position, some that felt good, some that got him deeper, some that were for breed, and some for the fun of it. The whole time, Swanna reassured the little one that she was on the pill and that she was mostly joking with him about becoming a mom and all of that, no matter what, Seen kept making love with her.

Over the next six or seven months that the Seen was there training the pair did slip off to have some private time, mostly as a little reward for his hard work, that and if his Master could slip off and have fun and womanize, why couldn't Seen have some fun. He would always think, what could it hurt.

It was the day of one of Seen's big matches. He was standing on the sidelines, his Master next to him, Swanna and the rest of his friends sitting in the bleachers to cheer him on. Seen was there focused on watching the other competitors, doing his best to learn all that he could from them.

"You know." His Master started out. "I'm proud of you." He said with a snicker, catching the bear off guard, causing him to turn and cock an eyebrow to him.

"What do you mean?" He asked tilting his head. "In all of my training and stuff, you have never told me that."

"Well you are getting good at womanizing." The old turtle said snickering and patting the cub on the back.

"What? What are you talking about?" Seen asked turning to his Master.

"Oh come on, I know that you have been sleeping with Swanna....well not so much sleep as just out and having sex with that hot milf.....I'm proud of you." He said patting him on the back, getting a face palm out of Seen.

"Sometimes I don't know what to do with you." He said shaking his head before glancing over to where Swanna was sitting. He went a little wide eyed at the sight of her sitting there, slowly rubbing her belly. He thought for a moment, asking himself if she had that much pudge before or if it was just him over thinking it.