"Mowgli can you help me with something?"

Mowgli turned and looked with concern. That didn't sound like the jovial Baloo he'd known so many years. It sounded strained -- a deep moan -- almost as though the bear were in pain. He dashed over to where he heard his friend calling.

Mowgli found his friend sitting under a tree, apparently nursing his jaw. The situation didn't appear to be too terribly grim, and Mowgli tried to keep the mood as light as possible with, "What did you do this time, you silly bear?". Baloo tried and failed to hide a chuckle at that, and Mowgli smiled, reassured that his friend's situation was not too terribly serious.

Baloo paused from his jaw-rubbing for a moment. "I think that I've got something stuck in my teeth and it's kinda painful. Could you take a look and try to get it out?"

Mowgli giggled, "What, you mean you can't get it out yourself?"

Baloo tried and failed to feign annoyance, "Well, uh, I tried, but my paws are too big. I figured that because your hands are smaller, and because they are probably more flexible," Baloo reached down and lifted Mowgli's arm to illustrate his point, "and besides, you would be seeing what you were doing."

Grinning, Mowgli offered, "It was probably something you ate." Baloo grinned sheepishly and nodded, and Mowgli added, "Serves you right for not chewing your food properly! Oh, all right; come on down, let me have a look." The large bear flopped down onto his belly, opened his mouth, and pointed out for Mowgli just where the pain was coming from.

Mowgli dropped to the ground and inspected the bear's teeth. He couldn't see anything right away, so he stuck his hand into Baloo's mouth and felt around. He felt the bear's wet tongue and ran his fingers along the hard teeth, but could not detect anything.

Mowgli frowned, "Hmm, nothing. Open up and let me get a better look." The bear complied, opening his jaws up as much as possible to give Mowgli a better view. Mowgli pushed his head in between the jaws, and Baloo was quite surprised when the boy's head was suddenly completely in his mouth.

"Hey, watch it!" a half-giggling Mowgli shouted, only to be greeted by a low-pitched groan that he took to mean "sorry". He probed about with his hands a bit further, but still couldn't make out anything. "Uh, Baloo, you need to open your mouth a little more. I can't see in here." The bear did as requested, and Mowgli pushed forward until his head was completely within the bear's mouth. Baloo slid his tongue out of the way relaxed his jaws a bit to help his friend crawl further in, accidentally licking across Mowgli's face again, giving the boy a soaking wet face and the bear a good taste of boy. Finally, Mowgli's hand slipped over something -- the stem from a piece of fruit -- apparently stuck on the molars in the far back of Baloo's mouth. While it was too dark to see exactly what it was, Mowgli could tell that it hadn't been chewed very much --if at all. He pulled it free, eliciting a brief groan from Baloo, then tossed the offending object onto the bear's tongue. Baloo let the fruit slip deeper into his mouth, and Mowgli was taken aback momentarily as he watched the fruit disappear between the dimly-lit pulsing muscles of Baloo's throat.

"You know, you might not have these problems if you chewed your food properly!" Mowgli half-jokingly scolded. Relieved that his friend's crisis was over, Mowgli was just about to pull his head out from between the bear's mouth when Baloo's jaws closed down over his head, trapping him. Mowgli's subsequent squirming might have caused the bear's powerful teeth to crush his neck were it not for the fact that his waist had been grabbed and held tightly in Baloo's strong forearms.

Confused, Mowgli shouted "Hey, what's the big id . . . mmmmph!" as Baloo cut off any further words by lifting his tongue once more, licking all over the boy's face to get a good taste. Baloo stood, and Mowgli gave a muffled shout as he was lifted and held upside-down over Baloo's body, his head still stuck in the bear's mouth. As Mowgli's legs kicked about in response to this unexpected situation Baloo considered making a grab for the boy's feet, but decided that his current grip on Mowgli's waist was strong enough, and a sudden move like that might cause him to accidentally snap the boy's neck with his teeth. Holding Mowgli as steadily as possible, Baloo stretched his jaws slightly and gently pulled the boy further down into his mouth.

Mowgli was almost relieved when Baloo relaxed his jaws. After catching his breath he managed to shout "Baloo, this isn't funny!" before being taken off-guard again as the strong arms holding his waist pushed him further through the bear's open jaws. He felt the large soft tongue push out toward his neck, then felt his head pulled toward the bear's throat. While he still couldn't believe that his bear-friend of many years would suddenly decide to eat him, the sight of Baloo's pulsing gullet coming toward him was not very reassuring. A deep "MMMmmmmmmm!" emerging from below did not help either. "Baloo! Please stop this, it's not funny!"

Baloo's mouth was too full to respond, and his current concern was getting on with his current task, not explaining it. He pushed Mowgli down a bit further, forcing the boy's head into his throat. Mowgli's chest was in the bear's mouth now, and Baloo ran his tongue all over it to get a good taste. Ready for more, Baloo repeatedly relaxed and tightened the grip of his jaws and continued pushing down with his arms on Mowgli's waist to allow the boy to slide deeper down into his mouth. Finally, when his jaws were up to Mowgli's waist, he let go, leaving the boy stuck halfway in his mouth. The bear's eyes were still closed, but he opened them now, and the sight of the boy's legs sticking out of his mouth, kicking and flailing helplessly, was so comical that he nearly choked from laughter. He managed to stop himself and quickly removed Mowgli's unappetizing-looking loincloth before going further. Mowgli was in a panic. The last thing he had seen was the pulsing entrance to Baloo's throat sucking his head in, and he was then wrapped in darkness when Baloo's throat squeezed around his head. His arms, pinned down by the bear's tongue, were useless -- even if he could grab onto something, everything was too soft and slick with bear saliva to keep a grip. He relaxed a little when his waist was released from Baloo's arms, but his relief was short lived when he felt his loincloth torn off, and when he felt Baloo's fangs poking into his buttocks as the bear gripped down with his jaws, he realised that this was no joke. He kicked his legs helplessly, but there was nothing that he could do as his shoulders were sucked down into Baloo's powerful throat muscles. He squirmed about frantically, but if anything only served to help move himself down toward the bear's stomach.

Baloo, his mouth still full of boy, moaned happily as he continued slurping down the squirming Mowgli. He decided to stop gulping so much now and to let his struggling meal work its own way down, so that his lunch wouldn't be over too quickly, allowing him to enjoy the flavor of his delicious friend. He let Mowgli squirm his way down from the buttocks to the knees before noticing that his jaws were becoming sore and that his stomach was growling in anticipation of the approaching morsel. While a bit reluctant to finish up his meal so suddenly, he started gulping quickly now, his tongue sliding up and down over the boy's legs to insure that he tasted every inch of flesh before it slid into his throat. Baloo watched as Mowgli's feet sank down lower and lower, and finally out of the bear's sight and into his mouth. Baloo stuck out his tongue and playfully tickled Mowgli's feet as they slipped between the bear-jaws. He felt his friend twitch with involuntary laughter, and for a moment wished that his mouth wasn't so full so that he could say "so long, Mowgli" before finally closing his jaws around the boy's wiggling feet. Baloo let Mowgli's feet sink down into his throat (where the boy's wiggling toes tickled him!) then swallowed Mowgli down with a loud, powerful *GULP*. The bear strained to lower his head and saw a large bulge slipping down his chest. Baloo put his hands over his belly and felt as Mowgli's head entered, the rest of his body following quickly. Baloo let out a chuckle as his Mowgli filled up his stomach and gave the squirming bulge in his belly a firm but gentle rubbing. Mowgli was a tough kid, but Baloo was confident that his stomach would win out in the end.

Mowgli could barely bend his knees now, as they and the rest of his body above them were squeezed tightly within the walls of Baloo's throat. He experienced a few seconds of relief when he felt his feet tickled by the bear's tongue. The moment of involuntary laughter gave him the fleeting notion that perhaps his friend was only joking around after all. His hope faded quickly when Baloo swallowed though, and he was quickly sent sliding down the bear's throat, his head soon poking through into the stomach. Mowgli squirmed about helplessly as the his shoulders, then his waist, his legs, and finally his feet slid through the esophagus and into the tight confines of Baloo's belly. He lay there, forced into a curled up position, wondering why his friend would have done this, still having trouble believing that Baloo had eaten him, and not quite willing to accept the reality that he was now lying in Baloo's stomach. He felt a tingling sensation, almost burning, all over his skin. He kicked and squirmed as best he could, but the tight walls of the stomach prevented almost any movement. Quickly worn down from exhaustion and beginning to lose consciousness, Mowgli lay still as the contracting and churning of Baloo's stomach massaged him into relaxation. Within minutes Mowgli was sleeping peacefully inside the bear's belly, neither noticing nor caring about the digestive enzymes that poured over his body and started dissolving his flesh . . .

Baloo lay down on the ground, looked down at his bulging stomach and gave it a few pats, seeing and feeling Mowgli's last struggles. The movement in his belly slowed down, then stopped, and the bear let out a contented sigh, followed by a loud burp. Baloo could hardly believe that he'd really eaten Mowgli and the young boy he'd been a friend to for so long was now peacefully digesting in his stomach. but feeling a sudden spasm of movement from his belly and noticing the distinct aftertaste of boy in his belch reminded the bear of where his friend was. Baloo looked to the torn loincloth still in his left paw, and regretted for a moment that he would never see his friend again. Reminding himself that Mowgli's flavor had been quite a treat, the bear dropped the cloth beside him, a token reminder of the good times Mowgli had shared with him, both as a friend and as a meal. The warm feeling in his belly made everything seem worthwhile. After taking one last look at the boy- sized bulge in his abdomen, Baloo tilted his head back and closed his eyes for a nap. Before drifting off completely, the gurgling sounds from within assured him that Mowgli was settling down nicely within his new home, ready to provide excellent nourishment. For the last time, the two friends napped together in a sleeping arrangement that Mowgli had never imagined and that Baloo had only dreamed of before.

Baloo yawned and stretched lazily, then looked down at his abdomen. He saw that he'd digested most of Mowgli during his nap -- the bulge had shrunk so much that it was hardly noticeable now. He left the loincloth there, deciding that he needed no physical "momentos" of his friend -- his memories were enough. As he considered this, he rubbed his belly and chuckled, "Yep, I'll remember you every time I fill up my stomach!", then he bounded off into the wilderness.