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"Yay! Sleepover, sleepover!" Jimmy bounced up and down in his seat. The overly excited german shepherd pup was about to have his very first sleepover with his new friend Kyle. Kyle was sitting next to him in the seat of Jimmy's dad's SUV. He was a little smaller than Jimmy, only 8 years old instead of 9, and he was a black and white husky. Kyle hugged his pillow and blanket close, curly tail wagging a bit in his seat.

Jimmy and Kyle had only just met, it was their second week of third grade together. Kyle had always been shy and reserved, where Jimmy was quite the outspoken energetic pup, but when they both found themselves fawning over a sci-fi book about rockets and aliens, their friendship quickly formed.

"Do you have everything you need Kyle? Pajamas? Toothbrush?" Jimmy's dad asked from the front seat. Jimmy's dad was a german shepherd like him, although he didn't have a mommy anymore. Jimmy said she left after she caught their dad cheating on something, whatever that means. Anyway he was going to be staying with his new friend for three nights while Kyle's parents were out of town on vacation.

"Mmmhmm! Yes sir." Kyle replied politely, patting his well-supplied backpack on the seat next to him.

"We're gonna watch cartoons, and make cookies, and watch more cartoons, and eat cookies, and stay up really really late!" Jimmy barked out happily, his excited tail thumping against the inside of the car door.

"Haha, calm down pup." his dad replied. "You can watch some cartoons and have some cookies, and you can only stay up 30 minutes past your bedtime!"

"30 minutes!" Jimmy whined, "but daaaaaad!"

"Okay, one hour. But I want you both in PJs with brushed teeth by 8:30, got it?"

"Yay! Yes daddy!" the shepherd pup arfed in delight. Kyle just smiled and nodded at his friend. Tonight sure was going to be fun, but it also had a surprise in store that none of them had expected.

~~~

Evening activities progressed as planned, they watched plenty of cartoons, and Jimmy's dad helped them make a batch of chocolate chip cookies, which they all ate together. That was then followed by more cartoons, but when 8:30 rolled around Jimmy's dad began reminding him what they'd promised him earlier.

"Okay kiddo, it's already half an hour past your normal bedtime, both of you start getting ready for bed." he rubbed his paw across Jimmy's headfur, messing it all up. The german shepherd pup batted his paws back up at his father.

"Daddy! You're messing up my do!" he whined.

"Your do will be fine." his dad chuckled in response. "Now scoot!" he said, giving his son's tail a tug.

"Fiiiine, come on Kyle." the two boys padded down the hall to Jimmy's room. Jimmy's dad followed behind them, walking a little further and disappearing into another bedroom. Kyle started digging in his backpack for his rocket ship pajamas, while Jimmy pulled open one of his dresser drawers and pulled out his.

"Kyle, we have the same pajamas!" the shepherd pup exclaimed, holding his up proudly. They were in fact the exact same design, if not a little brighter color.

"Hehe, wow, that's really cool, wanna switch for the night?" Kyle giggled, holding up his PJs too. Jimmy nodded happily, reaching his paws forward and pulling Kyle's pants down in one quick yank. It was so fast that the puppy's underwear got pulled right along with it. The husky pup blushed and covered his bits with his paws. "Jimmy! Why'd you dooo that!" he whined, tucking his curly tail.

Jimmy giggled and pulled his pants down too, proudly showing off his bare puppy sheath. "Hehe, ya don't gotta be embarrassed Kyle, we gotta get naked before we get into our PJs." the german shepherd pulled his shirt off too, then grinned as he tackled his husky friend to the ground, trying playfully to wrestle off his shirt. "Get naked, get naked!" he teased.

"Eee! Stop!" Kyle exclaimed, trying to stifle a giggle as his naked friend stripped off his clothes. The two pups wrestled on the ground, each wriggling away and trying to pin the other down. Jimmy, being slightly bigger and stronger than his friend, always seemed to come out on top, but Kyle did his best to put up a fight, tickling his friend under the armpits and blowing raspberries on his belly. Jimmy was laughing loudly, trying to escape Kyle's tickling paws, when the husky pup noticed the other boy's tiny red member poking out from his sheath. Immediately Kyle was fascinated and couldn't stop staring.

"Whoops, uh, sorry!" Jimmy climbed back and put his paw behind his head bashfully, his boyhood poking out a couple inches now. "It does that sometimes." Kyle was too shy to say anything in reply, but he still kept watching as his german shepherd friend began dressing in his rocket ship pajamas. The husky, still naked, began to blush as he realized his own sheath was starting to plump up too. He quickly grabbed his pajamas and managed to hide it from his friend, but he still couldn't explain the strange excited feeling he got from it all.

"Okay I'm gonna go brush my teeth, but the bathroom only has one stool, so you can use my daddy's bathroom if you want. Just go through his bedroom there." Jimmy said, zipping up the front of his PJs as he pointed his paw down the hall.

Kyle nodded, rummaging through his bag for his toothbrush. He was still trying to figure out why he was getting such a strange feeling about seeing Jimmy naked. It felt kind of exciting, like he wanted to see more. The husky pup finished climbing into his pajamas and padded down the hall and reached up to the door knob of the other bedroom, not really thinking to knock or ask if he could come in. Kyle heard a gasp and a groan, and looked up to see something he had never expected to see.

Jimmy's dad was completely naked, head to toe, sitting up on his bed with a magazine in one paw and the other wrapped around the biggest penis Kyle had ever seen. Jimmy's dad had his whole paw wrapped around it, and was stroking it really, really fast. It looked just over a foot long and as thick around as Kyle's arm. As soon as the pup walked in, the older german shepherd dropped the magazine and looked at him with an expression of shock and deep embarrassment. It looked like he tried to say something, but his face quickly contorted and the big dog groaned, shooting a big stream of some thick white liquid out of his penis all over the bed.

Kyle's jaw dropped in amazement. He had no idea what he'd just seen, but that excited tingle he felt was definitely back, and stronger than ever. "Kyle!!" Jimmy's dad gasped, "Jesus, that, you didn't, what do you want?!?" the older dog stuttered as he quickly wrapped a blanket around his exposed crotch.

"I, um, was just..." the boy was at a loss for words, then held up his toothbrush in an attempt to offer an explanation for his intrusion. But the puppy's mind was no longer on brushing his teeth, all he could think about was that huge glistening shaft and the eruption of creamy white goo that fountained over the bed sheets.

"Go brush your teeth!" he barked, still incredibly flustered. Kyle nodded in obedience and quickly scampered to the adjacent bathroom, shoving his toothbrush in his muzzle and brushing it around absently without even bothering to use toothpaste. He kept glancing over his shoulder, watching Jimmy's dad as the older dog slid off the bed and grabbed a pair of pants which he quickly stepped into. He just couldn't stop thinking about it. It looked so big, so strong, and all that stuff that came out, what was it?

He quickly left the bathroom, scampering back out into the hall and averting his eyes from the older canine. He looked down, suddenly noticing that his tiny boyhood was fully erect and poking out a tent in his pajamas. With a quiet yelp he covered it with his paws, hoping Jimmy wouldn't see him. The pup's heart was pounding in his chest, he just couldn't stop thinking about what he'd seen.

After taking a moment to catch his breath, he started walking back to Jimmy's room, still keeping his paws over his crotch. Jimmy was already in his bed, laying on top of the sheets and kicking his footpaws up in the air. "I already got your sleeping bag out Kyle, you can sleep right here!" he turned and barked excitedly when his friend came in the room. Jimmy had thoughtfully laid Kyle's sleeping bag out on the floor next to his bed, into which Kyle quickly climbed to more easily hide his stiff puppy dick.

"Thank's Jimmy, um, I think I'm just going to go right to bed." Kyle said, turning to face away from his friend.

"Aww, you don't want to stay up and tell ghost stories?" the shepherd pup's ears drooped.

"Sorry, I'm just really tired." Kyle replied dismissively.

"Oh, okay." Jimmy answered with a sigh, climbing under his blankets.

Jimmy's dad opened the bedroom door a few minutes later. "Okay boys, all snuggled up?"

"Yes daddy!" Jimmy answered. The older dog smiled at his son, then looked down and saw Kyle with his face turned to the side. He gave the husky pup a long look, a bit of a blush appearing in his cheeks, and Kyle could have sworn he saw the older dog's pants bulge slightly. "Okay, good boys, I'll see you in the morning for waffles." he said, still avoiding eye contact with the husky pup. He shut off the light and closed the door, leaving only a crack of light from the hallway to shine through.

Jimmy yawned and stretched, his bed creaking slightly as he changed positions a few times, but before his breathing became slow and steady as the puppy drifted off to sleep. Kyle couldn't sleep though, not at all. He lay awake on his side, one paw wrapped around his boyhood. He couldn't stop touching himself when he thought about Jimmy's dad, it just felt really good for some reason. The more he did, the more it was starting to drive him crazy. He had to get another look.

After laying there for a good two hours or so, he finally summoned enough courage to sneak out of his sleeping bag. Ever so carefully, he tiptoed across the floor, opening the bedroom door and padding down the hall to Jimmy's father's room. He could feel his heart beating in his chest again as he reached for the door knob. What if he got caught? Would his friend's dad be upset? Would he ever be able to come over again? Second thoughts almost got the best of him, but there was a call of something stronger beckoning him to open that door.

He turned the knob as slowly as he could, mitigating the creak of metal and wood, and quietly swung the door open just far enough for him to slip through. There he was, the big grown-up german shepherd, sleeping quietly in his bed with only a blanket to cover him. Kyle tiptoed up to the bedside, looking up at the older dog. He was laying on his back rather close to the edge of the bed with one arm hanging off the side, breathing slowly and heavily.

Kyle reached forward and pulled the blanket back just an inch. The big dog didn't stir, so he pulled it back another inch, then another. Slowly he revealed the dog's strong bare chest, which made the funny feeling in Kyle's stomach even stronger. From what he could tell, Jimmy's dad wasn't wearing any pajamas at all! When he finally got to the dog's waist, he paused, took a deep breath, and pulled the blanket all the way off in one swipe. The german shepherd grunted and rolled to the side a bit, reaching a paw up to scratch at his waist. Kyle froze, terrified that he'd woken the sleeping canine, but suddenly there it was, staring him right in the face.

The older dog's sheath was large and plump, way way bigger than Kyle's or Jimmy's. There was only a small pink tip showing, but it was enough to make the young husky pup go weak in the knees. Fortunately, Jimmy's dad hadn't woken up after being stripped of his blanket. Kyle was a little disappointed that the dog's penis wasn't long and hard like it was before, but maybe he could see more if he looked inside the dog's sheath.

Kyle reached out one of his paws, placing it against the soft fur of the shepherd's plump sheath. Jimmy's dad stirred again, this time vocalizing a soft "Mmm" sound. Kyle waited for a moment, then returned his attention to the canine's groin again. He started trying to pull back the fur of the sheath, rubbing down the soft package. The dog made an "Mmm" sound again, a bit louder, but it was no use. Jimmy just couldn't pull the sheath down far enough to see.

However the more he rubbed his paw, the more he noticed that the older dog's penis seemed to be growing. He decided to keep rubbing and see what would happen. The puppy's tail began to wag, it was working! The more he rubbed, the larger the shepherd's dick grew. He moved his other paw up and rubbed the canine's large dark furry balls, which he certainly seemed to like because he "Mmm"ed even louder, stretching out his leg and smiling.

Eventually he managed to get Jimmy's dad up to full mast, his 13 inch cock throbbing under the puppy's paws. Kyle's dick was just as hard, although at only 3 inches, a tiny fraction of the older dog's length. He rubbed his paws slowly up and down the shaft, making the dog gasp and moan softly in his sleep. Now what about that white stuff? He really wanted to see that again. Maybe if he just kept rubbing? It was getting pretty hard to reach effectively from the floor though.

Kyle decided he'd have to get a better angle, but he also didn't want to get any of the white stuff on his pajamas, so he slowly unzipped them and dropped them in a loose pile on the floor, stepping out naked. Then he climbed up the base of the bed and settled himself between the sleeping dog's legs. Much better! He straddled the dog's thigh and wrapped both paws around the huge shaft in front of him. He started stroking faster and faster, the funny feeling inside him growing incredibly strong now. The dog's large knot was beginning to swell, which the puppy rubbed over as well. He didn't want to stop, he just kept rubbing and rubbing. Jimmy's dad kept moaning and gasping in his sleep, eventually his hips started to buck and Kyle had to steady himself so he wouldn't fall over.

Kyle was paying so much attention to the dog's beautiful throbbing cock, that he didn't even notice when Jimmy's dad opened his eyes. The older dog stared down at the young husky pup, totally speechless at what he was seeing. When Kyle noticed the change in the dog's breathing, he looked up, freezing as he looked his friend's father right in the eyes.

The husky pup's lip started to quiver and tears started welling up in his eyes. He'd gotten caught! He was so stupid, he never should have done this! Now he was never going to get to see Jimmy again! "I'm sorry mister, I'm sorry, I didn't mean to, I just wanted to see, I didn't..." he began sobbing softly. The older dog looked shocked at first, but suddenly very remorseful.

"Oh hey Kyle, it's okay buddy, I'm not mad, I promise!" he said reassuringly.

"You... you're not mad? But you were mad when I saw you before and..."

"No I wasn't mad buddy, just surprised. I never thought a cub would want to do something like this, but you're just curious is all, there's nothing wrong with that."

The husky pup nodded and wiped a tear away from his eye. "I saw the white stuff before and I wanted to see what it was." he continued shyly.

Jimmy's dad smiled, reaching out his arms to beckon the cub in for a hug. "That white stuff is called cum, it's like a very special milk that boys make when they have a very special feeling inside." he explained as the husky cuddled up to his chest.

"A very special feeling? How do you get the special feeling?" Kyle asked, curious, his stiff puppy cock pressed right up against the older fur's belly.

"Well uh, there's lots of ways really. One way is to rub it lots like you were doing there." the dog nervously explained, looking down at the naked cub, a glisten of pre-cum dripping from his tip.

"What else?" Kyle asked, curious to learn more about this new experience.

"Um, well, another is when you put your penis inside someone else, then you can spray all the white stuff in there."

"Like in my mouth? I don't think my muzzle is big enough."

Jimmy's dad blushed heavily at the suggestion that Kyle would actually do this. "Sometimes, but also uh, in your butt." he said, patting the boy's rear.

Kyle giggled, finding the notion silly at first. "In my butt? Why in there? I don't think my butt is big enough either."

The older dog let out a soft moan as his cock twitched, "Well it's very stretchy, you can fit more in there than you'd think. And boys also have a special organ inside their bodies called a prostate. When something pushes on the prostate, it feels really, really good, but you can only reach it by putting something in your butt."

"Ooooh, I see. Can we try that?" Kyle asked, innocently tilting his head to the side.

Jimmy's dad nearly choked. Was he serious? This was the sort of thing he'd only ever fantasized about, he never dreamed it would actually happen, especially with a friend of his sons. "Are you sure Kyle? It will hurt at first, maybe a lot. I'm uh, pretty big. Most grown up furs can't even do that on their first try."

"Will it push on my prostate and feel really good?" the pup asked.

"Well yes, but it will still hurt at first."

"It's okay, I really want to feel that! Do you think then maybe I can make some white stuff, er, cum like you?"

The shepherd blushed heavily, nodding. "Maybe Kyle, you might not be old enough, but if you really want to try..."

"I do, I do!" the boy nodded eagerly.

"Well, okay." Jimmy's dad nodded. "We at least need to get you lubed up first. That's when we put some slippery stuff we put on your tailhole, it'll help me get inside you." Kyle nodded in affirmation as Jimmy's dad reached into his nightstand for a small bottle of clear liquid. He squirted some on his paw, rubbing it between the boy's firm rump cheeks. He couldn't believe this was actually happening, he honestly didn't think he'd even be able to get into the boy, but damned if he wasn't going to try. An opportunity like this doesn't come but once in a lifetime.

Kyle giggled as the german shepherd slid his slippery paws along the pup's tailhole. They both moaned together as he pushed a finger inside, starting to stretch out Kyle's virgin rim. The puppy gasped and moaned as Jimmy's dad slowly added more fingers, stretching him more and more until all four fingers were pushed inside, the tight puppy's rump clenched around them like a vice. For being as tight as he was, the young husky's backside was surprisingly elastic and it hadn't taken very long to stretch him out this far.

"Oooh, can I please have your dick inside me now?" the puppy begged, pushing back on the dog's fingers.

"Alright boy, come sit on top of my chest, we're going to go nice and easy now, okay?" the dog's paws were shaking nervously as he guided the boy above him. His cock was throbbing, already slick from the pre-cum dripping down his shaft. Kyle braced his paws on the older fur's chest, spreading his legs and lifting his curly tail. He held the pup by his rump cheeks, spreading the boy's backside as he gradually slid his dick between those slippery boy rump cheeks.

The tip of his tapered canine penis poked inside and the boy let out a shiver of pleasure. The dog was very careful not to penetrate the boy too quickly, lest he cause undue pain, but Kyle had other ideas in mind. After the big dog's cock was just barely an inch inside him, he slammed his rump back hard and hilted another 6 inches of the dog's massive shaft in one powerful motion. He leaned his head back and howled loudly, at which point Jimmy's dad quickly raised a paw to the cub's muzzle, clamping it shut and muffling the loud sound.

"Ahhh! Holy shit Kyle, what did I say about going slow, you're going to wake..."

"Ahh, I can feel it mister, my prostate, you're pushing on it hard, ahhhh!" Kyle moaned, trying to keep his cries of pleasure at a lower volume.

"Good boy, I knew you could do it!" Jimmy's dad bucked his hips, causing the pup to moan as he kissed the boy's forehead.

"Oooh, do it again, please!" the boy gasped. The shepherd was happy to oblige. He'd never fucked an ass this tight and perfect before. His cock throbbed with pleasure, with still another 6 inches to go. He pulled his hips back and bucked into the pup again, eliciting another load moan. Jimmy's dad cupped the boy's muzzle again, trying to keep him quiet.

"You're going to have to keep it down if you want this pup, my son can't find out." he barked.

"I'm sorry mister, I can't help it, can you just keep your paw on my muzzle?" Kyle asked, whimpering and gasping softly.

The shepherd nodded, thinking this to be the best course of action as well. He continued, keeping his paw clamped tight around the cub's moaning muzzle, as he began plunging into the boy faster and faster. The puppy moaned and howled, muffled by the dog's paw. He pushed back with each thrust of the massive cock inside him, as if begging to be hilted completely. Jimmy's dad was still hesitant about pushing that far in. He'd already stretched the boy's tailhole to a point he never thought possible, he certainly didn't want to damage him inside.

But once again, Kyle had other plans. He braced both paws on the big german shepherd's chest, and pushed back hard right as the big dog was thrusting inside him. The young pup hilted himself completely, moaning into the muffled paw as every inch of his friend's father's massive cock was buried inside his tailhole, taking even the thick swollen knot at the base.

The older dog moaned loudly too, the most intense pleasure he'd ever felt building inside him. He was already very close to cumming, and when he did, he knew this was going to be one massive load. The boy's stomach was bulging out from the 13 inches of throbbing canine cock buried in his backside, he must have pushed some organs out of the way just to make the whole thing fit. Still, Kyle didn't seem to be in any pain, and just kept right on riding the big dog's manhood like a firing piston.

The husky pup leaned back, bouncing up and down on the huge throbbing shaft, pushing in and out over and over again. The shepherd looked up at him, the boy's young naked agile frame impaling on his massive cock. He was unable to hold back any longer. He grabbed a pillow and bit into it hard, muffling his moans and cries of pleasure as a huge gush of canine seed flooded the boy's backside.

Kyle's eyes shot open as the rush of warmth entered him. He arched his back, opening his mouth to gasp loudly, clamping his own paw over his muzzle so he wouldn't scream from the intensity. His tiny boyhood burned with pleasure, it was the most amazing thing he'd ever felt, but looking down he still didn't see any cum squirting from his tip.

Jimmy's dad kept slamming his cock in over and over, each thrust taking the boy all the way to the base of his cock, his swollen knot popping past the boy's rim. Shot after shot of hot creamy cum blasted the poor puppy's insides as it began oozing out around the base of his cock. With one more massive thrust the dog emptied the last of his seed into his son's young friend, collapsing back on the bed and panting loudly. Kyle collapsed along with him, his tailhole still throbbing with the huge canine dick buried in his backside.

"Kyle... that..." he gasped, at a complete loss for words, not even believing what he'd just done.

Kyle wrapped his paws around the big dog's chest, hugging him tightly. "Thank you mister, I've... I've never felt like that before."

"Me either pup, you're the best partner I've had in my life." he gasped, rubbing his paw through the boy's headfur, his cock twitching inside the cum-slicked tailhole.

"What is it called when two people do this?" Kyle asked, tilting his head curiously.

Jimmy's dad pondered for a moment. He could say it was called fucking, dominating, even child rape, as technically a pup like Kyle couldn't legally give consent for what they'd just done. He shuddered a moment, contemplating the ramifications of that, but decided on a better course of action. "It's called making love." he smiled at the boy. It was making love, after all. It may have started as lust, but after what they'd just been through together, he felt a very strong connection to the boy that he'd never felt before except with his own son, just in a different way.

Kyle smiled and wagged his little tail. "Can we make love again tomorrow night?" he asked.

The german shepherd groaned, slowly pulling his hips back and sliding his cock out of the boy. "Oh without a doubt, Kyle. We can make love any time you want, but there is one condition."

The puppy gasped as his new lover's cock popped from his behind. A gush of spent cum poured from his tailhole onto the adult's bellyfur, but it was the feeling of being so full and used that he relished completely. "What's that mister?"

"What we did is very special. You can't tell anybody, okay? Not even Jimmy. If you do, we might never be able to do it again. Got it?"

Kyle nodded, sitting up and resting his rump on the older dog's hip. "Yes sir, I promise."

"Good boy, now you should really get back to bed." he patted the boy's rump. Kyle nodded affirmatively and climbed off the dog's chest. Jimmy's dad helped him get cleaned up too, they both wiped the cum off their fur, although Kyle was happy to lick up what he could reach. Jimmy's dad said normally it was a good idea to shower afterwards, but right now the water would probably wake Jimmy up, so he said they'd shower another time.

Jimmy's dad remained naked, but he helped Kyle climb back into his pajamas, rubbing his big warm paws over the boy's sheath and making him gasp a bit. Kyle had to keep his backside clenched so he wouldn't leak cum on his pajama bottoms, but that suited him fine, he liked the idea of keeping it all inside him. He felt like the cum belonged in there. Before finally sending the pup back off to bed, he gave him a long passionate kiss on the muzzle that made the boy blush and arc his tail. Perhaps he shouldn't have done that, if Jimmy found out about this he'd be devastated, but he just couldn't help it. The boy was so beautiful, so spirited, and most importantly so hungry for his huge throbbing dick.

Kyle couldn't help but wag his tail as he tiptoed back to Jimmy's room. He slipped inside and could still hear Jimmy's slow breathing. He'd slept through the whole thing. His friend's dad had just made love to him, and Jimmy didn't even know. Kyle smiled to himself and climbed into his sleeping bag. He was sad he couldn't tell Jimmy about it, but he never said that Jimmy and Kyle couldn't play together. Maybe he'd try that in the morning.