This story takes place in the animal world wherein Cape Kenard is a major part. It is the world of TaleSpin and all characters herein are copyright Disney (to my knowledge) and this work of fan fiction is just that... fan fiction. Part of the joke is the title as there were only 65 episodes of the original show.

	Rebecca Cunningham was a rather busty bear lady and owner of the Higher for Hire shipping company. Namely she was the owner of Baloo's plane the Sea Duck and for a while she had started taking orders explicitly for much heavier items. Items in crates that would normally be impossible for men to carry on their own... but in time both Baloo and Kit had started pushing the crates, then lifting them as a team to carry them, though after a few months they were both lifting crates on their own. One day she looked out and saw both Baloo and Kit lifting multiple crates all on their own. Crates filled to the brim with engine parts and must have been impossibly heavy. The wooden planks buckled a bit under their footsteps as they sauntered down the dock.

	Baloo had one huge crate held overhead in each hand. Kit had them stacked two high and had to hand them off because it was too tall to fit in on his own. She noticed that the bigger bear Baloo no longer had the paunch he normally bore and instead had rippling abs. His flabby chest, arms and legs were now shredded and the buttons of his top strained to stay closed over top of his pecs while the sleeves strained with every bend of his muscular biceps. The crotch fuzz that kept him decent was bulged far larger than she remembered as she watched the pair from her office via binoculars. She didn't even realize that her hand had managed to wander down her pants as she then took a look at kit. The far shorter bear appeared to have muscles bulging his green, long sleeve, sweater which could rival those of Baloo. She bit her lower lip after having watched them for a couple weeks now, each time driving herself to cum... this time would have been no different except that she wanted more. She couldn't just masturbate from the shadows any more. She needed them.

	Becky slipped into something more comfortable for the summer heat and then called in the boys to the small warehouse where goods were stored before shipping. Baloo slid open the massive door then closed it behind Kit once they were inside. Kit wiped the sweat from his brow with his signature cap then put it back atop his head. Then they saw her, sitting on a table at the far end of the warehouse, dressed only in a black bikini that accentuated her curvacious body, wide hips, and sizable breasts. Their eyes bugged out a bit as they stared till she gave them a come hither finger.

	Who were they to argue?

	The boys walked closer till they stood only a few feet away. Kit spoke first, “Gosh, Ms. Cunningham... that sure is a nice swim suit.”

	“Why thank you, kit,” said Rebecca as she tugged on the top straps of her swimsuit, making her breasts bounce a bit.

	Baloo took off his hat, the motion stretching his shirt and making it groan as he then used it to fan himself a little bit, his musk wafting into the warehouse as he did. He smiled to her and asked, “So... why did you call us in here Becky?”

	She shifted on the desk, giving a good view of her goods as she sat in as sexy a fashion as she could, “I've been watching you boys lately... watching those bulges... staring a bit if I'm honest and I couldn't help myself any longer. I needed to touch and be touched by those huge muscles and to mingle our more intimate areas.”

	Baloo looked to Kit and shared a smile. He then looked back to their boss, “So how did you wanna play this game, Becky?”

	“Well,” she said as she twirled her head hair a bit in her finger, “I was thinking since I'm the boss... I could give you boys orders and then you carry them out.”

	Kit was already brimming with excitement and nodded in agreement. Baloo asked her, “So then where do we begin Ms. Cunningham?”

	Kit smiled wide as Becky slung her legs over the table, “When I point to you, I want you to take off your shirt in the most interesting way you can think of doing so.”

	She pointed to Baloo first and the big gray-furred bear smiled wide. He flexed his chest and his pecs popped the buttons off his shirt. He then did a bit of a dance as he sauntered out of the rest of his shirt, struggling to get it off over his huge muscles. He dropped the buttonless shirt to the ground and then did a few poses, showing off his huge muscles then tossing his hat aside so he stood before his very sexy boss with not a scrap of clothing on his body. He stood before her bouncing his pecs for show.

	Kit was already getting a bit turned on as the big bear finished his striptease. He looked up and said, “Wow Papa Bear... That's so cool.”

	Then Becky pointed to the younger brown-furred bear. Kit was excited and then started to flex his muscles. His legs swelled huge... then his abs popped out against the fabric of his sweater. His arms raised to a double biceps pose as his already huge chest flexed larger, tearing the tight fabric of his sweater. His arm muscles started to shred and tear the fabric that covered them. The shirt ripped all across his massive muscular torso as he kept swelling bigger and bigger. Both Baloo and Becky simply stared with wide open mouths as Kit outgrew his sweater in one go. Soon he was naked except for his cap and a few strands of sweater fabric that clung to his young, nubile, super strong body.

	He tore the remnants of the sweater fabric away and much like the big bear he tossed his hat away. Then the pair stood in the buff, literally, before their boss as she eyed them. The woman before them felt her hand jutt between her legs as she watched Baloo and Kit flex off against each other. She swooned as she said, “Oh my.. I can't tell who is the bigger bear... I think Kit might actually have the bigger muscles and not just for his size... but over all bigger all around.”

	Baloo flexed huge arms but then looked to Kit's somewhat larger muscles as he turned back to their boss, “Well that might be... but I know one area that I'm still the bigger bear on.”

	The gray-furred bear then adjusted the fur that concealed his genitals and in a cartoonish fashion he unleashed his massive balls first before his hardening cock slipped free of the prison. His massive cock swelled as he stroked it thicker and harder. When fully erect it stood a full fourteen inches of throbbing humanoid cock. He grinned and then put his hands behind his head, swaying his hips back and forth to swing his huge cock around. He looked to kit and put his hands on his hips with his massive bear cock pointed to the younger bear, “Sorry little britches. Looks like I win this round.”

	“You sure about that Papa Bear?” Kit asked with a smile. He then unleashed his own balls. The size was larger than that of his best friends. Then he unleashed his humanoid cub cock. The massive member rivaled Baloo's own even half hard. He stroked it and it swelled thicker than Baloo's and grew longer to boot. It didn't stop till he was a full sixteen inches of truly massive cub cock.

	Becky couldn't stop fingering herself. She slid off her bottoms to give herself better access and undid her top so that of the three the only thing they had on was the radio. The boy bears looked to Cunningham and stroked their massive meat sticks, spurting precum all about her desk in the process. She played with her pussy in one hand while caressing one of her breasts with the other. She panted hard and then said, “I think you boys should show me just how strong you are... Then we can move on to the next phase after that...”

	Baloo looked over the sexy female on the table then around the warehouse as he said, “I guess I'll take first then you can see if you can do better after Kit.”

	That was when he spotted just the thing. There was a large set of crates he lifted the tops off of with his bear hands to reveal a pair of cars. He stood between them and squatted down. He stuck a hand under either car and then lifted one car in each hand. He then started to toss the cars up and down with huge muscles flexing and bouncing all the while. The massive kid looked to Rebecca who was busy molesting herself and moaning. Then he spotted just the thing to show off with.

	Kit walked to Baloo's and reached up to feel over the bear's incredible muscles as he tossed a car in each hand, catching them like they were nothing then he went to a different crate and tore it open, out poured a dozen matresses onto the ground.

	“Oops wrong crate,” said Kit, “Might need those for a little later though. Heh.”

	Kit then walked to another crate and pulled open the top revealing a 12,000 pound wrecking ball with some cannon balls around it's base. He picked up a cannon ball in each hand and held one up to one of his biceps, flexing the muscle and showing off that his bicep was easily twice as big as the cannonball after a simple flex. The cannon ball in the hand of the flexing arm was easily smooshed between his fingers like it were playdough. He unflexed his arm and dropped the mangled mess to the ground before picking up another cannonball in that same hand, holding one in hand and placing the other on the crook of his arm between his bicep muscles and those of his forearm. He brought his arm up to flex, squishing the cannonball at the crook of his arm while also using the one in his hand to smoosh it against his bicep peak with extreme ease. Baloo's cock throbbed at the display when he saw the little bear walk over to the wrecking ball which was easily three times heavier than both the cars he was tossing around.

	The young bear grabbed the wrecking ball with a single hand and dug his fingers in. He then lifted the massive ball overhead single handed. He pressed the ball up and down overhead and then down to his shoulder time and again like it were a feather. Baloo had never been so hard and Rebecca had never been so wet. The young bear then tossed the wrecking ball up 20 feet into the air. He then bent back so his cock was aimed up in the air. Baloo stopped tossing the cars as he saw the wrecking ball crash down with a boom. The ground cratered under Kit's feet but he didn't sway whatsoever. Instead he impaled that wrecking ball on his cock just by it's own weight and his impossibly hard muscle kid cock. It took a moment for Becky and Baloo to realize that kit was fine but then they saw he was. Then they heard the screeching of bending metal as his cock flexed larger and squished that wrecking ball against his pecs making an impression of himself in it. Soon his now 17 inch cub cock tore through the metal ball it was impaled into until it could wedge between his impossible pecs. With the metal severed, the heavy wrecking ball dropped to the ground with a crash. Right after that Baloo and Becky orgasmed in unison.

	Baloo dropped the cars and gripped his huge cock and he spurted a massive load that was dozens of gallons, firing with such fury he was painting the wall of the warehouse opposite him. Rebecca was spasming so hard on the table she didn't even notice Kit approach her, led by his 17 inch cock to the table. He pushed it down and walked up to the table then slowly let it up so as to raise the table she was on. The orgasming female slid down the table right into his waiting arms.

	He held her as she rode out an orgasm, immediately after she started kissing and licking his massive pecs. He flexed his pecs larger for her as she worshipped his muscular frame. Then she moved to his bicep and began to lick, suck and kiss over the muscle. He flexed and unflexed his perfect pert muscular arm as she ran her hands over the throbbing mass of pure bear cub strength. He couldn't help it as his hands pressed down on the table, busting it in half over his massive cock. Rebecca slid off just in time, landing on her feet next to the muscle bound kid.

	Kit kept flexing his arm as Baloo walked over on the other side and knelt next to his “little” buddy. He started licking and kissing over his other arm and shoulder and Kit flexed it in turn for the massive muscular bear worshipper. Kit watched as Rebecca engulfed his cock with her massive tits. He relaxed his cock so she could move and manipulate it and he moaned as she gave him the tit job of a lifetime. She moved her mouth down to suck over and lick the head of that massive cock, drinking down copious amounts of precum that spurted from the cock head like a water fountain of bear fertility.

	Baloo thrust his cock against that  muscular boy leg as he kept kissing and licking that bicep peak. Ms. Cunningham got down on her knees and started to try and squeeze his massive cub balls, but found that she couldn't make a dent. She tried to lift them but even using both arms and all her strength she couldn't lift either of his balls. Kit looked to the much stronger Baloo and pointed to his balls which the big bear was happy to oblige. He scooched next to Rebecca and then tried to lift one of the balls, only finding that they were just as heavy, if not heavier than the cars he was bouncing. He actually had to flex to heft them up, which almost drove Becky to another spontanious orgasm.

	Kit then pulled away from the pair and said, “I'm gonna fuck Ms. Cunningham now... I gotta cum and I'm gonna cum hard. Baloo? You can watch and masturbate then I'll get to you in a minute.”

	Rebecca  couldn't pull her hand away from her pussy as he said that. She moaned in pleasure and said, “Fuck me Kit... fuck me hard, baby...”

	Who was Kit to argue with his boss. He walked up and placed his hands on her hips, lifting her with great ease. He then pulled her down on his massive, precum slickened, bear cub cock. It throbbed within her as each inch pressed forth mercilessly. The young bear continued to pull her down till he was totally impaled and had taken every inch, due to their height difference, her breasts were engulfing his head almost entirely. He thrust his hips back and forth, lifting her up and down so his massive balls bounced on her ample booty, smacking with each time she took him. He loved the feeling as she orgasmed repeatedly around his huge cock, squeezing and massaging it with her spasming body. He moaned as Baloo was on all fours licking over his massive balls, kissing and sucking them with his powerful lips before continuing down further to kiss over his legs starting with the thighs and calves, ending at his feet.

	Kit was almost overwhelmed by the sensations even though he couldn't see most of what was going on because his head was engulfed in massive tits. In the midst of pleasure as Baloo kissed his toes and Becky rode his cock he felt a rumbling in his balls that shook his whole body and the ground around him. He barely had time to warn them, “I'm gonna... cum... i'm cumming!”

	Then the world went white for Baloo at his navigator's feet, he saw the balls contract and they fired so much cum so fast that Rebecca's pussy couldn't contain it. It spurt out of her like a firehose, washing over the big bear's head. The big bear wiped the cum from his eyes and saw Ms. Cunningham's belly swell and inflate larger and larger with the young man's seed. She cried out, “Oh god! I can't take any more! Kit no! I'm gonna pop!”

	The young bear kept thrusting and firing hundreds of gallons of cum but was able to hear her distress through the overwhelming pleasure and he let go, aiming his cock at the matresses. Kit let her blast off from his cock and landed softly on the matresses, covered in his cum from head to toe. He kept firing off and said, “Your turn, Papa Bear.”

	Baloo lay on his back with his junk pointing straight towards the sky. Kit lifted the big bear, spurting gallons upon gallons of cum all over his hunky body before his own massive cock thrust in. He rode Baloo like there was no tomorrow, pumping hundreds of gallons into his Papa Bear as he engulfed the big bear's cock in his massive pecs and elicited another orgasm from Baloo that sprayed hundreds of gallons of bear seed all over the room. He watched as Baloo's belly started ballooning out just as Ms. Cunningham's had as well. He kept pounding that bear ass till he felt the same resistance he felt with her and let go after Baloo begged him for mercy.

	But Kit wasn't done yet... his cock was still spurting cub seed up to the ceiling to rain down over the warehouse. He walked over to one of the cars Baloo had been lifting and thrust his unstoppable cock through the front grill, pounding through the engine block and firing his seed into the cab of the unfortunate vehicle. He kept cumming till the car bulged out ward and the doors blew off with his seed.

	Finally, Kit's orgasm subsided to a mere stream but his massive cock remained as hard as ever. The super buff cub walked over to Becky and Baloo as they drained on a king sized matress. He crossed his arms over his massive chest then flexed his cock to make it bounce up and down, “Alright then... who's ready for round two?”