"It's not fair!"

Zach stomped his foot as the argument with his mother reached a crescendo.

Even as his foot came down, red flushed his cheeks from embarrassment. Entering the new and strange territory of high school a month ago had hyper-focused his attention to the judgement of his peers. His quickly growing body made his tantrum even that much more ridiculous in his eyes. He was a bear, not some wimpy minx. He was supposed to be stoic and strong and tough. Not throwing a tantrum in the kitchen in front of his mom like some kid.

His mother seemed equally annoyed at his outburst, chastising him as she poured cake mix into a pan.

"Are you serious, Zach? I'm just asking you to go out for an hour tonight. You've gone trick-or-treating with your brother plenty of times! Aaron can't go outside all alone."

A few drops of batter splattered onto her hair, which was long enough to hang down in front of the apron that was supposed to protect her from mishaps. The cream-colored batter contrasted sharply with her dark brown hair and she wiped it off immediately, swearing under her breath.

"What about dad?"

She scoffed.

"Your father? The only thing he's going to be busy with tonight is his new girlfriend." She muttered under her breath as she shoved the pan into the oven with more force than needed. She had been doing a lot of muttering since they got divorced last year.

"But-"

"That's enough. I don't have time for this tonight. My new friends are going to be here in half an hour and I've worked hard to get this party set up."

Zach's mother's lips pursed as Zach opened his mouth, about to argue more. She stood upright and pointed upstairs. The flowery apron she was wearing stretched taut, the fabric rippling together across her chest as the one-size-fits-all garment contested with her generous breasts, wide shoulders, and slightly chubby body typical for bears.

"Go. Upstairs. And. Get. Dressed."

It was no use. She was using the voice.

Zach sighed dejectedly and headed upstairs, slamming his door closed. He paced around his room as he fumed quietly, dodging his dirty clothes strewn across the floor. The most frustrating part about all this is he did want to go trick-or-treating. Who doesn't love going out on a school night and getting free candy? He had to keep the real reason he didn't want to go trick-or-treating a secret.

Summer Cooke. A sophomore at his high school who was one of the hottest girls in school. Even the adult teachers couldn't help at letting their eyes linger as she passed by in the hall. Zach's friend was tipped off that she's going to a party tonight and he'll be able to sneak them both in because his brother knows the guy running it. And Summer is planning on wearing a sexy outfit of some kind.

The clock said 7:20. That means that the party started already, and Zach was going to have the anchor of his younger brother around his neck. He couldn't look cool at a high school party being late and carting around his 11-year-old brother! Even if he did go, how would he keep Aaron quiet, or explain where he had been?

He stomped over to his closet to open it, misjudged the distance in his frustration, and smacked his hand against the door with a thunk. He shook his hand and cursed, his temper rising, but a cool breeze from his open window soothed his nerves. Zach was drawn to the window, looking out as the gears turned in his head.

The view outside was one he'd seen all his life. He'd often looked outside while procrastinating on homework and dreamed about how he would totally be able to climb onto the gently sloped roof, hop down to the garage roof, and then finally climb down the trellis on the side of the garage. He hadn't needed to sneak out yet anywhere, yet, but...he totally could. Maybe...tonight...

Another gust of wind blew into the room, its crisp coolness rustling his fur and cooling his body and mind. He took a deep breath and resigned himself to his fate.

He had failed to get out of babysitting duty and was going to miss the party.

Zach slumped onto his bed. Well, at a last act of defiance, he decided against dressing up at all. He was too old to get that excited about trick-or-treating anyway, he reasoned. He would just sneak some of Aaron's candy later that night.

As he pulled up his limp arm hanging off the bed to wipe a tear away from his face, he shivered with pleasure as his hand brushed against his crotch. Even in his upset state his cock was slightly engorged, excited at the thoughts of being able to see Summer in a setting outside of school. The pain of arguing with his mom and missing out on a pivotal high school experience was soothed as his hand rubbed at the area, his cock quickly springing up and straining against his jeans.

Masturbation was a hobby Zach had indulged in many times in the last year since he had first discovered it, and this was the first time he had gone an entire week without cumming. He wanted to save up the energy for tonight after seeing Summer, but his repressed physical urges bubbled up as he rubbed at his cock. The motivation for abstaining had been stripped away and he needed release.

His cock popped out of his jeans, freed by his hands pulling down his zipper and pulling down at his underwear. The cool autumn air tickling over his cock caused him to shiver. His hand wrapped around the shaft and he moved slowly up and down, gently squeezing in tandem with his thoughts drifting to all the girls at school.

A small groan escaped his mouth and his eyes squinted shut as he fantasized about each girl. He had seen porn, he knew how sex worked, but he got an extra kick thinking about taking advantage of the girls at school. Maybe they were frozen in time, or maybe they were stuck somewhere, or maybe he had blackmail on them. But his cock tingled with deviant pleasure as he imagined each girl bent over, helpless, as he rubbed his cock against them.

It wasn't just the frame and muscles that had been growing in the young bear. Since his fixation with masturbation started last year, he'd been regularly measuring the growth of his cock. He often cheated, pushing his ruler against the fat of his pubic area to get an extra few fractions, but his cock was steadily growing. Just two months ago it finally outpaced his hand and now there was a whole inch and a half that would stick out with his hand wrapped around the base.

Girls with skirts is what his mind quickly landed on. He loved the thought of them squirming and resisting, mewling helplessly from the violation of him pulling up their skirts and rubbing his cock all around their clothed rear...and then the mound that jutted out.

His hand was sliding up and down now, squeezing hard at his cock to maximize the pleasure. He could feel an orgasm building as he imagined the imaginary girl crying out in shock from his hand tugging at her panties and forcing them down. She would continue her weak protests as he rubbed the tip of his cock against her pussy, before starting to slide in...

Bang! Zach yelped and shot up, sitting in a strange pose to hide his exposed erection as his previously closed door was forced open so hard it hit the stopper on the wall. The door directly faced his bed, so he had to work with limited options. He was able to use his disheveled sheets to further cover up his quickly deflating erection, unnoticed by his brother who was dressed up in a ninja costume with plastic nunchucks and too preoccupied with yelling out and contorting his body into silly ninja poses. Like his brother and mother, Aaron had dark brown fur which stuck out from the edges of his costume and ruined his all black stealthy look.

After a few poses his brother over-extended his skills and the nunchuks slipped out of his hands, flying towards the bed and thunking weakly against Zach's arm.

"Dude, what is your problem?" Zach scowled.

"What is YOUR problem? It's time to go trick-or-treating and you're still in bed. Come on! It's time to go." Aaron tried scowling back at his brother, but in his costume and being unable to hide his excitement he just looked silly.

"Fine, whatever. Give me a minute."

Zach chucked the plastic toys back at his brother. After missing them, his brother reached down to grab them before rushing out of his room excitedly.

"C'mon, hurry up!" Aaron called out behind him.

Zach sighed. Cock blocked yet again. He adjusted himself and tenderly pushed his package back into his underwear, wiping the precum from his hand on his pants before zipping back up. He grabbed a day-old hoodie and pulled it on before following his brother and closing his door behind him.

As he went downstairs, he saw his mother finishing up cleaning the kitchen and starting to put on her costume. He could see black leggings clinging to her legs under her shorts, messy from baking and cleaning, and she had her hair partially pinned tight to her head with whatever girls use to pin their hair together. Her shirt with obvious cooking stains looked like it was going to be the next part she was going to need to change into. She looked silly with half of her hair hanging down over her face. He wasn't quite sure what her costume was and he wasn't in the mood to ask. He shrugged and made his way to the door, his brother dancing excitedly.

"I thought I told you to get dressed." She snapped at the sight of him in jeans and a hoodie.

"I AM dressed." He snapped back. At her severe look he faltered in his snark and looked around for an out. He grabbed his brother's jacket, flung over the couch from after school, and stuffed it into the front pocket of his hoodie. "In warm clothing that lets me carry Aaron's jacket for when he gets cold."

His mother sighed theatrically and rolled her eyes.

"Fine. Just make sure he has a good time." She walked over and gave Aaron a big hug as they prepared to leave. "You make sure your brother takes you to as many houses as you want, okay?"

"Yeah!" Aaron hugged his mom back before sticking his tongue out at his brother.

Zach gave his own theatrical sigh and pulled open the door, revealing a couple who were just about to ring the doorbell.

"Amber, good to see you!" The woman of the couple called past Zach into the house. Amber nudged her son aside and opened the door wider.

"Great to see you could come! Come in!"

Zach and Aaron slipped out while the two started noisily chatting. Having to talk to mom's annoying friends was worse than going out into the cold.

"It's so great you could come! And these are my...and they're gone."

Zach could hear his mom's voice drifting out through the door before she closed it to tend to her party.

"That lady is so annoying. Let's stay out for a while."

"Yeah."

Zach let his brother down the concrete sidewalk of his mom's cookie-cutter suburban house to the main sidewalk. Just as the two of them passed the white picket fence that ran along the border they had to sidestep to allow a woman to pass through the fence opening. Zach stopped for a moment and let his eyes follow her from the sidewalk all the way to the front door. He didn't recognize her from previous parties, but it was maybe a cat, he thought, based on the tail. The charcoal color of her fur caused it to blend into the night. Her ears were covered by poofy red hair. Even with her black clothes and the dim light Zach could tell she was on the chunky side and her stomach sagged out a bit on the sides, but most of her extra fat sit in all the right places. The way her hips moved and pushed at her skirt was mesmerizing.

His needy cock twitched. Watching her from behind reminded him of his fantasies from just a few minutes ago. His pent-up urges were affecting his concentration. As his brother tugged on his sleeve he shook his head roughly to clear things out and followed his brother, who was prancing down the sidewalk in his ninja costume.

Lights from flashlights and light-up accessories shot out from all around and masses of excited children flittered from house to house. Aaron flew right into the fray, dashing between houses and sometimes causing Zach to jog to keep up with his excited younger brother. When Aaron spotted friends from school with their own families he would tag along for a bit, chatting and comparing candy hauls before he would get distracted and run off in the other direction to a house that he had missed in the chaos.

Zach followed a respectable distanced back during the beginning of the night, letting his brother have the freedom to go up alone to houses and making awkward small talk with the parents and other older siblings of the trick-or-treaters. With each house, however, Zach noticed more and more moms wearing that same outfit he had seen the cat girl wearing. All of them seemed to have some variation of the same outfit, put together with whatever clothes they had -- black stockings, short skirt, button-up shirt with the top couple of buttons undone, and messy, poofy hair that was so voluminous that it covered many species' ears and kept getting into their face. A few women were wearing cheap, red wigs to match the character from the show, but even more had done up their natural hair for the night.

The unfairly and unwillingly repressed libido of Zach drove him to go with his brother up to the doors as he noticed the popularity of this sultry costume, as well as the other skimpy costumes that many MILFs in his area were wearing. He was even able to grab a stray plastic shopping bag to use as a candy bag and get some candy himself.

Over the course of over an hour the crowds slowly thinned and it grew quiet in the neighborhood. Zach followed his brother the entire time without protest. Each house had the opportunity for skimpier costumes and more cleavage from bored housewives who were happy to show off for their husbands and the neighborhood boys. Just for this night they seemed to be forgiving at the openness that he ogled them, his eyes straying to their chests and his head turning back to try and peek up their short skirts for a steadily increasing amount of time throughout the night.

Was it just his imagination, or were some of them leaning further forward than they needed to when handing him and his brother candy? And were their smiles after his eyes forced themselves up from their chests, where they had rudely lingered on any sign of a bra or an accidentally exposed nipple, teasing rather than polite and impatient?

By the time his brother had worn himself out he had been worked into a frenzy. The slickness in his underwear from his interrupted masturbation session was allowing his cock to rub pleasurably against his normally rough underwear caused him to hobble a bit while leading his brother home. When his brother had asked for his jacket, Zach had used the opportunity to rub at himself just a bit to ease the teasing from the indirect, rubbing contact with his pants.

He let out a long, slow sigh of relief as they turned a corner and their house came into view. If they had to walk any longer he felt like he might cream his pants, walking in the street, while holding his brother's hand. He needed alone time, immediately.

The scene inside his house didn't help, either. The lights had been lowered and slow, thrumming music flowed in the background. A couple, who barely bothered to look up or shield their activities from the children, were engaged in some barely discreet heavy petting on the couch. The smell of liquor wafted through the air, getting stronger the further into the house they went. Another couple that Zach didn't recognize were in the kitchen. He pulled his brother forcefully when he stopped to stare at the scene in the kitchen, the man she was with nipping at her neck and causing her to tilt her head back and give a sultry moan.

Their mom was nowhere in sight, and strangers were doing inappropriate things in front of his brother. Zach kept a tight grip on Aaron's hand and led him upstairs to his room. Despite his body's cries for attention and his own interest in peeking in on strangers playing with each other, his first responsibility was to his brother. His mom's Halloween parties had always had low lights and sensual music playing, but he had never known them to get this out of hand. Another consequence of his parent's divorce, he thought bitterly.

His room was a safe haven in the erotic den his mother had created. The window that he had left open let in cool and fresh air, pushing back the stink of alcohol and the alluring musk of intimacy. Zach turned on the TV and the two sat in front of it, letting some old black and white spooky movie play quietly in the background while they traded candy and talked about their favorite costumes. If his brother wasn't just a year or two too young to really notice girls, they probably could have talked about their favorite skimpy costumes, but Zach was more than happy to talk about the interesting and fun costumes they had seen throughout the night instead.

Despite the excitement and the extra sugar for the young boy, Aaron's eyes began to droop not too long after Zach had sequestered them into the room. Shaking his head no when Aaron asked if he could go back to his room now, Zach said maybe later when the party was a little...safer. He let Aaron crawl into his bed instead, and turned off the lights after pulling the sheets over his brother. He turned down the volume on the TV a few notches, but left it on as a night light.

Once he had waited a bit and made sure his brother was asleep, Zach quietly exited the room, making sure to quietly and slowly turn to knob to be stealthily quiet. The wholesome chat with his brother had not put out the fire in his loins and he deemed his brother sufficiently safe where he could sneak out and finally take care of his needs.

His original plan of using the upstairs bathroom to jerk off in was quickly discarded as he paused in front of his mother's door, which was directly across the hall from the upstairs bathroom. His face scrunched in disgust from the thumping and moaning coming from within. Ew. He didn't want to hear that. Time for plan B -- the bathroom in the basement, which should be free of any adults that were taking advantage of his house.

It was quiet downstairs. The couple in the kitchen was gone, and the couple on the couch were asleep in each other's arms. Good. No one to bother him as he took care of business.

Even in the now still house he crept quietly, the best he could. No use in getting the attention of any lingering or sleeping guests. He breathed a sigh of relief as he made his way past the kitchen, through the living room, around the corner, and use the quiet door trick again to enter the carpeted stairwell of the basement. Basically home free.

At least that's what he though, until he rounded the corner in the basement from the downstairs living room and saw a figure at the end of the hall, next to the bathroom door. He sat there, still, watching, as his heart pounded in his ears. Since he knew the house by heart he hadn't bothered turning on the lights, which meant the figure was only illuminated by the faint amber glow of the night light plugged into an outlet near the bathroom door.

It seemed like an eternity, but slowly his eyes adjusted and he started being able to make out what was happening. Somebody was slumped over onto the spare armchair that his mother had stashed down here. They were kneeling on the ground, facing the chair, and their front was slumped onto the seat of the chair.

Was she doing something lewd? Was there someone else in the chair? Zach trembled as he crept forward, paw by paw, each step making a soft sound in the carpet. No, there was no one else in the chair. Just this lone person. No, not just a random person...a woman. Zach kept creeping forward, more detail coming to light the closer he got. A woman with dark fur. Wearing black leggings, a short, black skirt, and a button-up shirt. With wild, poofy, red hair. And a thin, long tail that was draped to the side.

Zach gulped. It was her. The chubby cat lady that he had seen only from the back earlier that night. She was down here, all alone...and quite drunk, from what he could smell. Maybe she needed help?

"Psst...hey."

He called out quietly to her. No answer.

With a few more steps, a little more confident now, he stood next to her on the chair and reached out, touching her shoulder. Throughout his experiments he had stared intensely at her head, but he couldn't see her face or her ears because of her wild red hair. Her face was pushed into the arm and the seat of the chair, completely obscuring her face. In this dim light he wasn't sure he would be able to make out any features of her face even if it wasn't covered by the arm of the chair.

"Hello?"

Only light snoring in response. The same response to a few light shakes to the shoulder. The same response to a few rough shakes to her shoulder. No response. She seemed to be knocked out cold.

A bad, wicked idea was forming in Zach's mind. On any other night he would have been able to say no. On any other night he would have some amount of self-control. On any other night he wouldn't be so worked up from horny women showing off to him. On any other night he could just shut himself in his room and take care of himself there. He had been denied those options. Fate had given him an opportunity to have his pivotal high school experience, and he was going to take it.

His hand moved from the woman's shoulder, gliding down her back, around her tail, and finally down to her ass. Zach gave a few experimental squeezes, watching her carefully as he squished her plump ass in his hands. Still, no response.

Quietly, and slowly, he got onto his knees next to her. This lower position allowed him to snake his hand even further down, dipping past her short skirt to between her legs. He gasped quietly as his hand touched cloth. Warm cloth. Damp cloth. She wasn't wearing leggings, she was wearing stockings that stopped at the top of her legs! He held his breath as his young, inexperience fingers prodded gently at her pussy that was only protected by a thin layer of cotton. She was bent over, practically exposing herself to him. Just like what he had been fantasizing about.

Only it was the real thing, right in front of him. She continued to snore softly and stay conked out even as he groped her pussy through her panties. Shivering with anticipation, the boy slowly crawled backwards, and then to the side, positioning himself behind her. He shuddered in excitement at the view in front of him. A girl, bent over, his crotch inches away from hers.

With a pull with one finger, the woman's skimpy skirt was easily pulled up. It was made from a stretchy material and it wasn't quite as tight as it had looked earlier that day, which gave it enough play that he was able to slip it up around her hips to the base of her tail. The woman's red panties hugged her hips, a hint of lace visible in the dim light. He didn't know how much time he had, or who might be looking for her. No time to enjoy the sight of her clothed ass. The time was now.

Steadying his shaky hands the best he could, he reached out with both hands and grabbed at the sides of her panties, tugging them down. It wasn't quite as easy as the skirt, but with a few wiggles he was able to pull them down. As he exposed her he paused from what he thought was a twitch of her tail, but after waiting a moment and hearing only snoring he felt safe enough to continue.

As quiet as he could, he unzipped his pants. He paused when his hands reached inside his fly. It wasn't too late. He didn't need to do this. He could stop this. He could put her clothes back and pretend the whole thing never happened.

Before he knew it his rock hard cock was released. His hands had moved on their own even while the angel and devil on his shoulder had been arguing. It was too late. The primal urges in his developing body mixed with the anger at his mother, her new friends doing inappropriate things in front of his little brother, and the women teasing him all night guided him.

His cock was inches away from her exposed pussy. He could feel its warmth radiating and pulling him towards her. A new smell reached his nose, mixing in and then overpowering the liquor smell. The musk of her sex. Her needy, warm, wet sex. He could feel it as his hips pushed forward and he prodded at her mound.

Fuck. He couldn't stop it now. His cock was drawn to her. In the dark he didn't know quite where he was supposed to aim, but every prod sent shivers up his spine. Her meaty thighs and ass kept guiding him back between her legs and each poke rubbed more of her juices onto the head of his cock. Every poke made it easier for his cock to slide around the unknown and barely visible territory that was calling to him, just waiting to be explored.

Poke. Poke. Poke. Slurp. He gasped as a heavenly warmth enveloped him. He...he was inside. The feeling took time to fully permeate his brain, but even as he mentally struggled to process what was happening, his body took control with its primitive experience. His hands went to the woman's ass and gripped it as his hips gently rocked back and forth, each movement loosening the woman and allowing him further entry.

He had soon bottomed out, balls deep inside this stranger that he didn't even know, but his body wanted more. He wanted more. The alarm bells in his mind were muted by pure pleasure and he pushed forward against the woman, causing her to rock against the armchair. Again and again. Each push compressed the fat of her meaty ass just a bit and allowed him to prod deeper inside her.

At last, his brain stopped shorting out and he found himself in control of his movements again. Instead of going back to gentle prods, his brain commanded him to properly fuck her. Pull out...push in. Out, in. Out in. Lewd slurping sounds and muted slaps filled the air as the young teen found his rhythm, slowly yet steadily forcing his cock to violate the warmth of this unconscious stranger in his basement.

The dreamy, quiet moans that he was fucking out of her brought no guilt and did nothing but enhance his pleasure. Whether from the haze in his brain or the primal urge to finish what he had started, he ignored the signs of her waking up as she stretched out and her hands grabbed onto the cushion of the armchair.

Zach's hands had been migrating from the top of the woman's ass to the sides, just below her hips, and he gripped onto her waist as the familiar feeling of an orgasm sparked in him. His thrusts became longer, rougher, causing the slapping of skin on skin to increase in frequency and intensity. His suppressed moans escaped as gasps and growls as he laid into her, foolishly letting himself ravish her with no holding back.

Finally, after an entire week of build up, and an entire day of being teased to madness, the young teenager came. With a final thrust that worked a lusty moan out of the woman and boy alike, he grasped her in his trembling hands as his balls emptied into her. It was a powerful release, almost painful, and he had to hold on for support. His fatigued body struggled to stay upright as his cock jerked inside of her.

After the deed was finished and Zach sucked in a long, deep breath, the severity of what he had just done hit him like a sack of bricks. What the fuck was wrong with him? He had just taken advantage of someone. One of his mom's friends. What...what if somebody catches him? What if she wakes up, like right now?

He sat there, frozen in terror, as the woman shifted a bit in his hands. He stared at her with wide eyes as she moaned out and gave a giggle as she pushed herself up just a bit...before her front flopped back down onto the armchair and she went still again with a pleasurable groan.

Zach was still hard. He had just cum and was terrified and he was still hard. Shit. Okay, gently, gently...slowly, quietly, carefully, he backed up away from the woman. Every movement caused a shiver of pleasure to tickle his spine. This was so wrong, but it still felt so good. His still hard and throbbing cock wanted to stay inside of her, maybe even go for another round, but he was starting to be able to think again. He needed to get out of here.

With a pop his cock finally slipped out of the woman. She murmured quietly in her sleep before becoming still yet again. He was so fucking lucky she never woke up. Zach hastily pulled up her panties, pulled down her skirt, and scooted away. Her clothing looked a little disheveled, but nothing that wouldn't be normal from passing out on a chair, right? Right.

Standing up, he forced his cock back into his pants and backed away, his eyes laser focused on her, until he felt like he was far enough away. He zipped up his fly and turned towards the stairs as he crept back upstairs. He peeked his head out and listened. Quiet. It continued to be quiet as he made his way back upstairs. His head was in a daze. He was struggling to stay on his feet, exhausted from his misdeeds but also hazy from a glow that he had trouble placing.

He toyed with the feeling in his mind as he climbed the stairs. A warm glow inside that made him contented and happy. Unlike the quick hit of pleasure that masturbating gave him, this glow burned bright inside him and spread throughout his body. It made him feel relaxed in what felt like a very, very long time. Is this what sex is? Even morally questionable sex? It felt good.

Just before he was about to reach his door, he jumped as the door to his mother's bedroom just a few feet down the hall squeaked as it was opened. A figure exited the bedroom. A man. It was too late to slip into his bedroom or go back down the stairs. He was bracing for an awkward conversion with his mom and the guy she had taken back to her bedroom, but as a second figure exited he realized he had no idea who these two people were.

"Uh..."

"Oh, hey there!" The woman that had exited second adjusted her blue dress, which looked like it had been haphazardly thrown on, messy enough to just barely cover her breasts. She didn't seem to have a bra on.

"Sorry if we bothered you at all. We were just borrowing Amber's bedroom and lost track of the time." The man, with zero shame, casually adjusted his clothing and focused on strapping his watch back onto his wrist as he addressed the boy.

"Do you know where she is? I didn't see her downstairs." Zach asked.

"The last time I saw her she was going downstairs to use the bathroom since the one by the kitchen was, um, occupied." The woman thought for a second before answering, bringing her finger to her mouth in a thinking motion. As she brought it away her dress slipped on one side, flashing a nipple. She giggled and adjusted her dress, re-attaching the strap more carefully this time.

Time stood still. The room darkened. His pulse rushed in his head. Zach stared at her, a cold terror creeping into his bones.

"Poor boy, looks like you did a number on him." The man grinned and reached over, pulling down on her dress. The straps slipped down the sides of her arms, causing her dress to fall down and fully expose her bare breasts. "Whoops."

The woman giggled and jokingly hit him before playfully chastising him. She seemed to be in no hurry to make herself decent in front of the boy as she finally reached down to pull the dress up once again.

Her pert breasts barely registered in his brain. Downstairs? Like, basement downstairs?

"D-downstairs...?"

The two, still thinking his shock was from being flashed, gave a small laugh.

"Yeah, about an hour ago. Or two."

"Or three." The woman purred, reaching up to stroke at the man's arm.

"Downstairs, like...in the basement?"

"That's usually where basements are located, young man."

It was hard to breathe. No, no it can't be. That was the cat that he saw earlier. Dressed like that. Dressed like...

Dressed like so many other women tonight. The terror gripped his heart.

The two moved past him, giggling to themselves at their corruption of a young mind.

"We'll go check on her."

"No!"

The strength of his voice surprised even him. The two turned around gave him a strange look.

"No, it's okay. I'll go check on her. It's getting late, so you probably need to head out anyway, right?"

They shrugged and the man answered.

"If you insist. Do get her somewhere comfortable, will you? Poor dear had a little too much of the drink, you know."

Zach followed them at a distance as all three of them headed downstairs. The love birds on the couch seemed to have disappeared, leaving just the three of them in the living room. The couple grabbed the last two coats hanging on the door and the woman gave Zach a wink as they exited. He locked the door as soon as the door shut.

The basement door. He turned to face it and sat there, for what seemed like hours, steeling himself for what he would find down there. No coats left. Only him. His brother. And his mother. To his shame, his half-hard cock twitched in his pants as her image flashed in his mind. Did it know?

With shaky steps he forced his legs to carry him down to the basement bathroom entrance where he had experienced momentary bliss just minutes ago.

She was still here. Still asleep.

Her tail. That's not a bear tail. That's a cat tail. Then how?

He reached over and gave it a gentle tug, a gasp escaping from him as it popped off and fell limply on the floor. Images from earlier in the night flashed in his mind. Women wearing this exactly outfit...and a clip-on cat tail. The character from the TV show. He remembered now. It was a cat.

He had come down here, found her sleeping, had pulled her clothes aside, and fucked his-

No, no, no. Don't think about it. You either, he thought to himself as he glared down at the thing that had cause this horrific incident in the first place. The primal part of him noticed that she was still bent over and still asleep. He could just do it again. Right?

No! He punched himself in the side of the head as he tried to subdue the demon inside of him that strained against his pants, begging to be let out. No. We need to get her upstairs to her bed.

He reached out and shook her again, with no response.

Ugh, fine. Using his recently developed muscles, he hooked his arms around her torso and pulled up. She stirred as he pulled her away from the armchair and to her feet. Her wig, which had been loosened by his treatment earlier, fell off to the side as she jerkily stood up. By some miracle, she awoke just enough to stumble along with him. She was taller and bigger than him and he strained to keep her upright. It was a fight, and she almost fell over multiple times, but slowly he pushed his mom up two flight of stairs and up to her room.

Right at the end she passed out again. He was forced to wrap his arms around her torso from behind and drag her the last few feet. His arms settled under her heavy breasts, giving him the hold required to maneuver her. His muscles screamed out in pain and threatened to fail him. he had no choice but to join her as he dragged her onto her bed. After he had gotten her partway onto the bed, he had just enough energy to give one last heave and toss both of them onto the bed.

Zach scooted away from her and panted as he recovered from his arduous journey, both of them lying on their backs on the bed. Zach groaned and stretched his sore arms out, freezing with wide eyes as his arm brushed against his mother's chest. She had worn one of those bras that pushed her boobs out and they were sticking out enough to stop his arm as he stretched.

His eyes snapped to his mother's chest, watching her breasts gently wobble as her chest was moved by her breathing. His eyes stayed focused as he turned in place with a groan of effort so he was lying on his side facing her.

Minutes ago he had gone "all the way" with her. Would peeking at her chest really be pushing any boundaries? No, his hand decided, as he reached out and planted a hand on one of her breasts. He had never noticed in "that" way, but damn. His mom was stacked. His hand barely fit around just one of them. It felt soft and the way it gave way to his hand when he squeezed it made him giddy with delight. This wasn't like that one lady's breasts that were perky and only a little bouncy. No, these were hefty and full.

With quite a bit of fumbling he was able to undo the buttons on her dress shirt and pull back to expose the secrets underneath. A red, lacy bra that glowed in the moonlight. A matching set for her panties. And, with a nervous gulp, Zach noticed that it fastened at the front.

He had gone this far. She was still passed out with a heavy scent of alcohol. Fuck it. With a little more fumbling he released his mothers breasts from their prison. With wide, thirsty eyes he took in their sight in the moonlight. Huge globes, pulled to either side of her chest from their weight, but with enough form to keep her erect nipples pointing up at the ceiling.

The boy's hand immediately latched onto one, squishing it in his hand and letting it pool beneath his squeezing fingers before rolling it in his hand to squeeze at another part. He slowly and methodically explored her chest, taking pleasure in exploring every inch of her breasts. It seemed to pleasure her as well, Zach learning quickly that if he rubbed and tweaked at her nipple it would elicit a small moan from his sleeping mother.

He felt guilty about it, but he had to. He needed one more release tonight. Ignoring his screaming muscles, he snaked his hand down and pulled down on his zipper before fishing his cock out for the third time that night. He weakly rubbed at his throbbing cock, gently jerking himself off as he pawed at his mother's breasts. Just one more orgasm, and then we could all forget this ever happened. He would stick his cock back into his boxers before cumming, slip out, and lie his ass off tomorrow morning if it came up.

That was the plan, anyway. Zach just barely stopped himself from crying out in surprise as his mom's arms shot up, pushing his arm aside, as she yawned and stretched out. She rolled in place, facing away from her son. Whether it was out of habit or she was subconsciously aware that she had a partner in bed, the way she rolled meant she was still right up against her son. Zach bit his lip as the motion of her meaty frame rocked the bed, causing the two of them to be pushed against each other.

Zach moaned softly as their bodies spooned together, the rocking motion of the bed pushing his hips against hers and causing his cock to slip between her legs and rub against her warm pussy. Wait. It felt REALLY warm. Wasn't she wearing...?

He looked down, a mixture of horror and bliss swimming through his mind. They were pulled down around her thighs. They must have slipped off while he had been dragging her onto the bed. She was exposed, and the gentle rocking was causing him to probe at her naked pussy. Again.

The temptation was too much. He was right there. Pushing his top half away from her to angle his hips better, he held onto the bed with one hand and used the leverage to rock his hips. It only took a few prods before he found his mark, his cock sinking into his mother's pussy for a second time that night.

It felt just as good as the first time, even in this awkward position.

On the bed there was less control. He couldn't hold her still and easily thrust into her. With a little experimentation, he figured out that by keeping his grip on the bed and using the momentum of her body, he was able to the force of his thrusts and his mother's own body weight to keep her rhythmically bouncing on his cock.

This session lasted much longer than the first one, and it was pure torture. It felt good. So, so good. Nothing that he had seen, or heard, or read had prepared him for how much pleasure was sparking in his brain at getting his dick wet. He wanted to stay like this forever, his cock grinding in and out of a warm hole.

But...it was his mom. He was fucking his mom. He was a motherfucker. A deviant. A weirdo. There was no darkness or mystery or euphoric haze to keep his mind in the unknown. He had dragged his unconscious mother to her bedroom and was raping her. Again.

He hated to admit it, but focusing on the deviancy of what he was doing only made it feel better. He had been avoiding looking at her, but he let his eyes open and stare at his mother. Her shirt was open, draped across her back. Her hips and ass were bare and he could just see the hint of her heavy breasts bouncing from the motion of his hips.

Zach could feel another orgasm building, after what seemed like an eternity of pleasure. He reached forward, wanting to make the most of this experience, and grabbed onto one of his mother's breasts. He squeezed and reveled in the feeling of how fluid her breasts were and how much they bounced his hips pounded into her.

His heart about stopped as he felt her shift and reach up with her own hand, placing it over his and squeezing as she started to moan. No, not just moan, she was talking. The fear that Zach felt could not stop his hips moving as his orgasm approached and his body demanded release.

"Oh god."

It was quiet. It was weak. It was throaty. But over the slapping sounds of their rutting, he could just make out what she was saying.

"Mmh! Oh god. Gonna cum..."

He could feel it. She tensed up. Her hand clamped down around his. Her pussy pulsed, squeezing over and over again at his willing and able tool that was pleasuring her. It set his mind on fire. There might be consequences later for his two violations of her, but he had one job to do at this moment. With a small cry he gave a final thrust and emptied his balls into her a second time that night.

Shit. She must be at least partially awake, a small yet very concerned voice sounded in the back of his mind at her movements. She moaned with pleasure and pushed back against him, milking him dry as his cock twitched inside of her. Zach whimpered as his mom moved her hips to grind her pussy against his cock, stimulating him even as the peak of his orgasm subsided.

A few moments later his mother went limp again with a groan, the tension releasing in her body. Her head slumped and her hand released his and fell to the bed as she went back to being unconscious. The smell of liquor on her breath was still potent.

Zach laid there, breathing heavily and still clutching her chest as his second orgasm subsided. He was spent. His muscles cried out with pain at every movement. Even his cock, which had seduced him into this situation, decided it was finished. He shivered as it quickly shrunk and slipped out of his mother, giving one last jerk to rub up against her warmth before it finally calmed down.

There was no energy left to be sneaky. With little grace he pushed himself away from his sleeping mother and dragged himself off the bed before rising up on shaky legs. He pulled the blankets up over his mother and stumbled into the hallway. After shutting her door most of the way he went downstairs to the couch. The extra effort was worth it. He didn't feel like being around his brother or mother right now. He had too much to worry and brood about.

The young bear collapsed onto the couch, facing the back, and curled into a ball. He could only hope the effects of the alcohol was enough to let him get away with the acts he had committed. Would she remember? Would she be able to figure out who had violated her and filled her pussy while she had been drunk and passed out? Would she remember how she had held his hand and moved her hips, grinding and moaning on her own son's cock as he squirted inside her?

Even with fear and uncertainty racing through his mind, he could still feel the warmth of her pussy and the softness of her breasts lingering on his skin. He could still feel the growing urge as his body shut down and he fell asleep on the couch.

He wanted more.