Shifu just couldn't get that day out of his mind. He always had to think back about watching his pupil doing something so private. He shouldn't have watched. But the image of that mighty member and those equally impressive testicles constantly reentered his focus.

Yes, the panda was a bit overweight, but appearances were deceiving. Po's stoutness also gave him considerable strength which his intensive training had even heightened. Beneath his plumpness Po actually hid quite nicely developed muscles. His feats of strength at lifting boulders now even surpassed those of Masters Ox and Mantis. Po would never be slim, as a panda that just wasn't his path, but the bear had learned to appreciate the advantages his larger body shape gave him. And now it seemed that the panda's bigness was also impressively mirrored between his legs. Shifu just had to see it again.

The Furious Five were away on a mission and Zeng had also left to deliver a message. Except for Shifu and Po the Jade Palace was deserted. The red panda heard the voice of the black and white one.

"Master Shifu, I'm going to 'meditate' beneath the sacred peach tree."

"That is fine, Dragon Warrior. Thank you for telling me." Why had Po used such obvious emphasis on the word "meditate"? Could he... no, he couldn't know. His eyes had been closed and Shifu had tried very hard not to make any sounds. But still something was off. The big panda was never one for lengthy meditation – having already found his inner peace at such a young age there wasn't a real need for it anyway.

Against his better judgement Shifu decided to follow Po. The panda was sitting naked beneath the tree and clearly not meditating but instead, once again, masturbating. The Kung Fu master decided to stay behind the tree. Until he tripped over a wire and landed next to the monochrome bear. He heard Po's voice.

"You know it's rude to stare."

"I... just wanted... to talk to you", Shifu stammered. "I did not mean to interrupt you."

"Last time that might have been true. But now...", Po grabbed his long, fat cock and wagged it. "Now you're here for this. Am I right?"

"How did you find out?"

"You should have cleaned up your cum. I shoot a lot but it didn't land there", the bear said with a toothy grin.

"Po, I'm sorry. That was clearly no proper behaviour. Unfitting of a Kung Fu Master."

"Yeah, yeah, but who wants to be proper all the time? That's not my style."

"No, it clearly is not", Shifu answered. "I apologize for my intrusion and will leave you so you can finish your... meditation."

"But you even fell over my wire. I had a feeling you might follow me so I set something up." Once again the Po proved himself to be more than the big dumb lug most people at first glance took him for. The panda had actually set up a trap and Shifu had walked right into it. "Come on, I'll help you up."

Po's big paws had Shifu on his feet again in no time. But they didn't leave him. One seemed to prepare a very powerful technique. "The Wu Xi fingerhold? Dragon Warrior, do you really want to murder your master?", the red panda said, not sure what the giant panda was planning.

"What? Oh, you mean that", Po nodded. "Well, since you won't relax, I guess I'll have to insist that you join me." The monochrome warrior smiled, his face filled with an expression of genuine warmth.

"Po, please stop. This is blackmail. You're soiling your honour."

"You just have to make everything complicated. I wanna rub one off and I want you to relax'n help me. It's that simple."

"I can't", Shifu whispered.

Po rolled his eyes and put Shifu's hands on his enormous cock. "Jerk it." Shifu didn't move. "See, this is why it took you years to reach inner peace. You're too tense."

Po put his much, much bigger paws on Shifu's slender fingers and began moving them up and down, the older Kung Fu master's paws not even coming close to encircling the massive tower of pulsating flesh.

"Yeah, feel this. Bet you never touched one that big before." The monochrome bear could see the truth of his statements in the red panda's unblinking stare. "Feel that big bear cock. From the head aaaaaaaaaaaaaaaaaaaall the way dooooooooooown to my fat dumplings. And aaaaaaaaaaaaaaaaaaaall the way uuuuuuuuuuuuuup again." Po's stretched words matched the time it took both of their paws to wander across the surface of his mighty member. "Uuuuuuuuuuuuuup and dooooooooooown, and uuuuuuuuuuuuuup and dooooooooooown."

Shifu gulped and just let it happen. After a while Po's big paws left his smaller ones. He kept stroking Po, the size of his endowment matching the legend of the Dragon Warrior. Even for someone of equal size as the bear it would have been impressive. But compared to the red panda's diminutive stature it seemed to reach titanic proportions.

"Now you're getting into it", Po moaned. "Took you long enough", he said with a wink. The panda noticed that his master was pitching a sizeable tent in his immaculate robes. A dirty grin formed on his muzzle as one single finger started toying with the protrusion. Shifu began to shiver, still trying to deny that this whole experience was giving him pleasure. A big black digit kept teasing his erection, still safely hidden behind brown cloth. Soon a wet spot darkened the humble fabric.

Shifu had to fight hard against his inner inhibitions. Decades of abstinence and celibacy told the master of the Jade Palace to stay steadfast. But he slowly found himself succumbing to the allure of primal sensation and carnal lust. Some parts of his mind were still disgusted at the mere thought of taking the easy route instead of the honourable path but after a really tough battle against his own conscience he admitted defeat, put his arms around Po's enormous bear member and started massaging it with his whole upper body.

The Dragon Warrior grunted in pleasure as his teacher was really starting to work on his big fat cock, their difference in size making the picture of the small red panda stroking the literally giant one look very obscene. And ridiculously hot!

"Dang, Shifu, this is so incredibly awesome!"

The Kung Fu master's honour was already soiled, now Po's copious streams of pre-cum seemingly wanted to add insult to injury and make the metaphor visible for anyone as the natural lubricant slowly seeped into the fabric of Shifu's robes.

"Don't you wanna get out of those threads? They're soaked anyway", Po said and with a few swift moves of his paws Shifu's robes had joined his pants in the grass. Po grabbed Shifu's nice-sized erection in two fingers and started rubbing it. "For a little guy, you're not so small where it counts", he said with a wink.

Shifu didn't answer. At least not with words, he couldn't quite suppress the grunts of pleasure Po forced out of him. Those experienced fingers doing wonders to his penis he hadn't experienced since he was a young man.

"Kiss it", the Kung Fu master heard the Dragon Warrior saying but didn't really register the meaning of that demand.

Shifu looked up at the panda's face. "What?"

"You heard me: Kiss it."

"Po, you're asking too much."

"I'm asking politely because I'm a nice guy. We both know that I could use at least five techniques to make you comply. But I'll leave that kinky stuff to the bad guys", Po said with a smile, an honest, amicable warmth in his voice.

"Please, don't make me a bad guy. Please!", the panda said with a raised voice, sounding like an oversized (man-)child. "I couldn't look at my action-figures ever again. I'd rather be the student who shows his teacher a thing or two." Po sighed deeply. "Come on, live a little!"

The universe seemed to have a rather unique way of tempting him. Shifu kissed the bulbous tip of the bear's big, fat, uncut cock.

"Aw, that was sweet, but one kiss won't be enough", the bear said playfully.

Shifu knew where this was going and started licking at Po's huge penis, starting to insert his tongue into the overhanging white foreskin that covered a reddish cockhead. He tastes good too... does this chosen one really have to excel at everything?

"Ooh, first you're playing hard to get and now you're all eager? You're a dirty..."

"Don't you dare insult your master. There still are techniques I haven't taught you that would leave you whimpering for mercy", Shifu said with a quiet voice. "I'll let you do this but that doesn't mean that our roles have changed, panda."

"And I was just starting to enjoy the quiet. Well... it was nice while it lasted."

Shifu had gone back to licking at Po's pandacock. Then he felt a big paw engulf his head, at first just petting and stroking him, soon starting to push him back and forth. He opened his mouth as wide as he could and tried to take the monochrome bear's member inside but their size difference didn't make this task any easier. He managed to take the head but then a strong paw pushed him down. Too far, he gagged and had to pull up.

"Sorry, Shifu... you we're just to good. I... I try not to do that again." To show his sincerity Po moved his paws behind his broad back and actually kept them there. The red panda succeeded in taking more of the giant panda's maleness into his mouth, and eventually throat.

"Awesome! Bodacious! Sssssssssweet!", Po slurred and grunted superlatives as his tongue started to loll out of his mouth from sheer excitement. Seeing Shifu slowly stuff more and more of the bear inside his mouth was just incredible. But as much as the Kung Fu master tried there was just too much of the Dragon Warrior to take him completely. As he reached the halfway point Shifu had to stop. This was as far as his body could go and there still was so much more of the panda left. The smaller creature's hands roamed what he couldn't swallow of the magnificient member.

"For someone who hasn't done this in ages, you're actually pretty good at it."

Shifu pulled his mouth off of Po's cock. "I was young once too."

"And you fooled around with guys back then too?"

"I may have tried both sides of the river."

"I bet you were quite a stud in your days."

"At least I didn't get to hear any complaints."

"And you gave it up for Kung Fu and being a bad father?"

Shifu's expression darkened, he looked daggers at the bigger creature. Po had hit a very sore spot.

"Aw, c'mon. Can't you take a a joke? Tai Lung was a lost case anyway but Tigress... she's another story. I'd even say that she turned out quite nicely."

"One day you have to tell her about your attraction."

"W...what? I... I'm n... ok, there may be some... sparks... at least I hope. But it wouldn't work."

"You don't know that."

"No, I guess I don't. But still..."

"If you show her this it might convince her", Shifu said and stroked Po's gigantic penis. "It's quite a solid argument."

"I can't just whip out my dick..."

"That's not what I said. But if the right moment arrives..."

"OK, I get it. Could we talk about this some other time? Discussing father-in-law-husband stuff with your paws on my cock makes it really weird."

"Agreed."

"Uhm... could you... maybe... do my balls?", Po shyly asked and soon felt a tongue on his big dumplings, licking and lapping at them. Again the size difference between the two made Po almost shiver. His testicles were almost as big as his master's head. The panda had known for years that he was big down there but he never had much opportunities for comparison.

"You should see this! It's amazing! Your little tongue on my big balls! So hot!"

Shifu stopped licking. "How about a big tongue on little balls?"

A mischievous grin spread across Po's muzzle. "Oh, I think that can be arranged", he growled. Before Shifu even knew what was going on, two big strong paws picked him up and his crotch was in the monochrome bear's mouth. His lips and tongue savoured the red panda's endowment like a particularly good meal.

Ancestors! Shifu's eyes shot wide open. Again the Dragon Warrior proved to possess hidden talents. The big tongue seemed to enjoy every moment it slobbered over the Kung Fu Master's meaty cock and fuzzy balls. Shifu, usually full of ancient wisdom, powerful words and rousing speeches, could only gasp and groan under Po's ministrations.

All to soon he felt all of his body grow tense. Sensing this the black and white face took on a lewd expression. Po wanted this load and he was going to get it. Feeling his master fight a losing battle to postpone the inevitable only made it even more interesting. Po's mouth absolutely outclassed Shifu's member. Soon the master of the Jade Palace convulsed as waves of pleasure washed over his body and decades of repressed sexual energy released themselves into Po's waiting mouth, filling the panda's maw with impressive amounts of seminal fluid while the hero of Gong Men city eagerly gulped down these tasty torrents of hot liquid.

If it wasn't for Po's strong paws holding him securely Shifu would have collapsed, the force of his orgasm proving so overwhelming that he almost blacked out from the sensory overload. The big panda safely cradled the smaller, panting one in his powerful paws. It took him several moments to regain his breath and his conscious thoughts.

"Good thing I'm the Dragon Warrior. Any normal creature would have been destroyed by that blast", Po said mockingly, although it was obvious that he was very impressed by Shifu's powerful climax. "Master, you're a bigger man than I thought. And coming from a guy of my size that means something", the panda said and smiled.

He put his teacher down again, slowly placing him in the soft grass beneath the sacred peach tree. Still a bit shaken Shifu only managed to whisper a quite and humble "Thank you".

"You know me, chronic hero syndrome. I help people, it's what I do." Even if Po was poking a bit of fun at himself it was still true. He had a good heart, probably even too good. "And most of the times I don't even ask for anything in return. But today..."

Shifu nodded. "I try, but forgive me for being a bit weak. Sometimes my age still manages to catch up with me."

"That's fine master, just take the panda path: Nice and slow", Po answered in a soft, warm tone.

Shifu went back to masturbating the monochrome warrior's enormous erection with both of his paws, moving the generous foreskin up and down, covering and exposing the red cockhead.

"It liked your kisses", the giant panda said with a wink and the red panda complied. Once again he started taking the gigantic cock into his maw and from the corner of his eye he noticed Po putting his paws behind his broad back. He tried to keep his promise. Shifu moved his mouth up and down, the huge dick constantly going deeper into his throat. Like last time he could only take about half of Po's thick length but the bigger Kung Fu fighter didn't seem to mind. He had closed his eyes and let the red panda move at his own pace. The red panda kept on sucking and licking and lapping and nibbling and slurping on the Dragon Warrior's towering meat for what seemed to be an eternity.

"*hng* Not... *urgh* gonna... *hmpff* *gnooooh* CUMMING! *hrguuuhooohhmpff*"

Shifu tried to swallow. He succeeded with the first three blasts but Po's cock just kept spewing load after load of his seed. The Kung Fu master just held the throbbing maleness and let it pump out buckets of boiling fluid. Shifu soon found himself covered in sticky, slimy panda cum but he didn't mind. At least it tasted good. Po always acted like a big child, nobody would have really thought that the mild-mannered, bumbling bear could unleash such a manly, virile beast. He was obviously very good at hiding that side of his personality.

Po fell to his knees, breathing hard. He looked at Shifu and managed to give his teacher an exhausted smile, unable to answer with words.

"We should both clean up", the master of the Jade Palace suggested. Po just nodded, still very exhausted.