What follows is a work of fiction. Enjoy the fantasy, but please do not confuse it with reality. None of the incidents portrayed happened, and none of the characters are meant to depict actual persons, living or dead. This story contains descriptions of sex between consenting adult males. If such offends you or is illegal for you to read, please leave now.

Chapter 7

When they arrived back at the lodge, Walt took Mitch to the master suite as he and Coach had agreed. Walt easily carried Mitch into the master bedroom and laid him on the huge bed. Mitch had occasionally muttered a few unintelligible things in the short trip from the cave to the lodge. At one point his eyes were wide open, but he was clearly out of it, his body focusing trying to rebuild the lost blood supply.

"What do we do now, Vic?" Walt said turning to Coach who was stubbing out his cigar in an ashtray on the night stand.

"Well, first let's get him out of those clothes and into the shower, get him cleaned up. I'll hold him while you soap him up and clean him. The warm water will also raise his temp some. You saved his life, but I imagine he could do with a boost. After that, he's going to need to get something on his stomach. We'll need to wake him enough to get him to swallow some food. I'll get one of those high protein drinks and mix that. He needs carbs and proteins. He's also probably going to need some water, we need to push the liquids as soon as he's able to drink. Give him water, but be sure it has some electrolytes in it... he'll need minerals. I've got sport drinks; do a ratio of three water to one sport drink. We don't want him to overdose on potassium. His blood volume needs to increase and I don't have any medical equipment here for IV or transfusion but your blood in him will stimulate his system to replenish his blood cells fairly quickly." Vic said.

"You're the boss." Walt said.

"Yeah and you're a new daddy." Vic said.

"That makes you a new granddaddy." Walt said.

"No, that makes me a granddaddy again, I've told you before, I've got a couple of other cubs out there besides you." Vic said and smacked Walt on the butt as he turned to go. "I'll go make the drinks for your cub. I'll be back in a minute."

By the time Walt had Mitch undressed, Vic was back in the room. He quickly stripped as did Walt. The whole process of showering and raising his core temp, took a good hour or so. Mitch became conscious twice and asked what was happening and who the blond guy was. He was reassured that everything was going to be fine, that the blond guy was a friend and that he'd be able to rest soon. Mitch faded out each time and neither Walt nor Vic was sure if he would remember any of what had happened.

After drying everyone off, Vic and Walt carried Mitch to Vic's oversize bed. Walt curled up beside him, kissing him, holding him, listening to his breathing and feeling the strength returning to Mitch's body. Vic placed a thermos each of the protein drink and the sports drink mix on the bedside table.

"Prop him up and try to wake him." Walt propped Mitch up in the bed and after about five minutes of coaxing managed to get Mitch awake enough to swallow a bit of the drink. Vic noticed a couple of times Walt tearing up, wiping his eyes and then continuing the feeding. He knew what was on his cub's mind as surely as if he'd said it; but now was not the time to discuss it. Walt had 'daddy duty' and needed to concentrate on that. It was an hour and a half later that Walt managed to get the last of the drink down Mitch. They both stretched him out in the middle of the bed and the two werebears snuggled up to the weakened but improving man.

"He's going to be better tomorrow. He'll be awake for longer periods of time and will be able to eat more. We can try some oatmeal tomorrow I think. He should have some water and sport drink mix later tonight, probably half the volume of the protein shake." He paused. "I say give him three days and he'll be pretty much back to his old self and then you're going to have to break the news to him." Vic said softly.

"What if..." Walt began and then choked up, "...what if he's like Eddie." There was almost a desperate tone in his voice.

"Walter Lawrence Miller!" Vic growled, "Get hold of yourself!" Vic was using his daddy tone. It usually brought Walt back to his senses, it was also something that would comfort Walt because it said, 'I know best, I'm in charge and it's gonna be all right,' something Walt needed right now.

"This man here isn't Eddie. He's strong. His classmates put him through hell, he's been laughed and stared at since he was in jr. high for how hairy he was. It may have made him a loner, but it made him tough, too." Vic looked closely at Walt. "What was his condition like when you found him yesterday?" he asked.

"Almost dead from cold and blood loss." Mitch said quietly.

"Do you think a weak willed man would have hung on as long as he did? Dying isn't just about what happens to you physically, it's mental and spiritual too. I've seen men wounded on the battlefield who died from less than what this man had and some who lived through worse and the only difference was how determined they were to survive."

"The kid in college you changed through sex, the kid who was so turned on by you when he discovered you in your bear-shape, the kid who said he was excited by what was going to happen to him; he was really frightened deep down by what we are. He was attracted and repulsed and confused all at the same time. He wasn't stable, Walt; and he didn't have the same kind of steel in him that I have, that you have... that Mitch has. He was horrified knowing he was becoming one of us and I don't mean to speak ill of him, but he didn't have the emotional strength to be one of us. We both did what we could, but he took his life Walt, you didn't. Eddie didn't want to live. Maybe it's better to say he didn't want to live enough.

"It was two weeks before his first change and even I didn't see it coming, even I was blinded by the hope that he'd make it and I mourned as much as you did; but the difference, son... is that I let it go." Vic paused and looked deep into his own cub's eyes. "He willingly gave himself to you, even though you told him what would happen before you ever gave him your seed and you, being new to your body, gave in to your passions. It was a mistake, Walt, but you need to let it go."

Vic put a paw on his cub's shoulder. He thought for a moment, and decided that Walt needed some help in how to handle his new duties as a dad to a new cub. "I've never told you how I was changed. It was a very personal thing, something I didn't feel I was ready to tell you even though you've asked. I've told you it was during the Civil War, I've told you it was a werebear named Sam, but I've never told you how. This situation of yours... well, it's very similar to how it happened for me. I think I should tell you now." Vic said.

He paused and cradled Mitch's face in his big hairy calloused paw of a hand, bent to kiss his forehead and then continued.

Vic sighed. "Eddie was like those guys at Gettysburg I watched die from wounds that they should have lived through. I think they died because they gave up, gave into shock or maybe they just let go of life. I almost bled dry at Gettysburg, Walt; three holes in me but I crawled off into the woods so I wouldn't get shot anymore. I was twenty-two and was sure I was going to die but I hung on, hoping someone would come and patch me up. After it was over, in the night I remember I opened my eyes and saw the shadow of a big man hovering over me. At first I thought it was the grim reaper in the form of a bearish beast. I guess when you're that close to death you can see things not apparent to you otherwise, 'cause Sam told me later he hadn't changed; told me the dying can see things for what they are. I blinked and could barely make out that it was a bear wearing a Union uniform, big bushy beard, hugely muscular. I was sure he was there to drag me off or have me dragged off to the meat wagon, but instead he bent down and said, 'Hey son, you alive?' I managed to summon enough strength to say yes and that I guessed I wouldn't be much longer. Then he said, 'You're near whiter than a sheet, but damned if you ain't a fighter. I admire that and I'm gonna try to see to it you live to be an old man.' He took a real chance moving me, but a battlefield isn't the best place for surgery... or recuperation."

"He threw me over his shoulder like a sack of potatoes, not knowing if I was going to live or die and carried me for thirty miles like that until sunrise. He found a cave, moved us into it. I was delirious with fever and he nursed me, kept me cool until my fever broke, fed me and cared for me as best he could until he was sure I was going to live and then he headed out on foot during the night for Ohio, carrying me all the way."

"The next thing I clearly remember was waking up in a farmhouse. Sam was there, the farm was owned by a friend of his, someone I learned later was one of us. After I changed, he cut those lead balls out of me. One had passed right through, but two were still in me, and they hurt like Hell coming out. He had felt the bullets with the finger he'd cut open and kept pushing into my wounds to spread his blood around inside.

Sam had had enough of the war; well, enough of all wars. We were both technically deserters, though he was sure that after that battle we'd just be counted as missing. We moved west when I had fully recovered, came out here to California. Sam told me he'd bled into my wounds and it saved my life, just the way you did yesterday to Mitch. He also told me what price that came at. I tell you right now, I was damned happy to be alive. The price to my mind wasn't any price at all. "

Vic faced Walt squarely. "Walt, look at me. Mitch will be the same as me, same as Sam, same as you; he's strong."

"I hope so." Walt said.

"I know so, son... I can feel it." Vic said. "Now, let's get some rest. One of us or both should be with him all the time when he sleeps for the next four months. He's gonna start having those dreams we have before the first change. His changing body is going to be sending clues to his mind and the revelation of what he's becoming when you tell him is going to really make his dreams weird. The violent primal nightmares are going to need comforting and reassurance and the bestial erotic dreams are going to need some explaining and he'll want sexual release when he wakes from them. I slept with you every night if you remember."

"Oh, I remember. I miss that, you know." Walt said.

"We'll fuck like old times later, cub. Let's have a nap first; winter always makes me sleepier than usual." Vic said and yawned. "He's going to need to be woken later and given more of that protein stuff."

Walt wrapped his arms around Mitch, yawned, and he and Vic cuddled closer to Mitch and were asleep in moments.

Chapter 8

It took four days, not three; but finally Mitch awoke for more than just a few minutes at a time to be fed liquids. He lay still for a few moments, then, rose up on an elbow. It was dark in the room, very dark. He didn't know where he was for a moment and then he realized he was in the lodge. On either side of him, a large man snored soundly. It was soothing, regular, comforting snoring coming from the men; one he could tell was Walt and the other, he turned to look... the other looked familiar, but he couldn't place him as he couldn't see him well enough in the reflected lights from various electrical sources in the room. The LED clock on the night stand, the DVD display from the built in, in the wall and what light came from a halogen lamppost outside in the driveway were not enough. Perhaps it was Moose in bed with him and Walt... but if that was the case, where was Rusty?

Then he remembered pain in his side, a wooden spike that had pierced his side like a javelin when he'd fallen. It went into his lung and he was so cold, so wet, bleeding out, watching his blood mix with the ice water puddle, unable to move for the pain and the torqued leg and hip. His head swam. He felt around, searching for where the branch hand pierced him and had broken off inside, but discovered no wound, no bandage... nothing except his furry side as it had always been. The leg felt normal, a little sore but in cold weather, his joints felt sore anyway. The wind was howling outside just as it had begun to when he'd fallen... or had he fallen? Was it a bad dream? It must have been, but he couldn't remember how he'd gone from taking a hike to sleeping with Walt and the unknown furball beside him. He'd had dreams, nightmares; being naked and alone in a cave beside a fire like a Neanderthal and a bear wrapping around him. Then there was one about a bumpy ride in a Jeep driven by a great golden bear, but the next instant it was… was it Coach Franklin with a beard? Walt was holding him saying things to comfort him. Surely Coach Franklin had passed on years ago, he was pushing forty, forty years ago. But this man looked the same as he had when Mitch was a teen. Even if Mr. Franklin were alive, he'd be eighty or more years old. Dreams were strange, they blended things together stealing memories from the past and mixing them with phantasms.

Mitch shook his head. Oh, well; he'd wake up tomorrow and find he'd had a bad dream, that he'd come back from the hike, had wild sex with Walt and the stranger, had gotten heroically drunk on Peppermint Schnapps and beer and had passed out early... or something like that. He snuggled close to Walt; and Walt, without waking, pulled him close. The huge furry beast on the other side of him stirred at the motion, rolled over and draped his muscular furry arm over the cuddled pair, also without waking. Mitch, now sandwiched between the two, buried his face in Walt's chest fur and drank in his musky, spicy, warm scent and sighed. He decided to enjoy this particular dream as long as it lasted. He was a lucky man. Two bears snuggled close to him... what a dream! After a few minutes, Mitch was soundly back asleep.

Later, Mitch came awake to the sound of the shower running but kept his eyes closed. The deep sleepy grunts of a man stretching under the hot stream of a shower echoed from the bathroom. It didn't sound like Walt in the shower and besides, Mitch felt Walt's presence next to him. Mitch opened his eyes and turned his head and sure enough, Walt was there beside him, looking at him the way a man in love does.

"Morning, buddy. How you feel?" Walt asked.

"A little tired, but other than that, fine." Mitch answered. "What happened? Who's in the shower?"

Walt smiled, "It's a secret!" His smile faded. "Look, while we're alone, I need to tell you something."

Walt's demeanor became very serious; he took Mitch's hand and said, "You were in an accident about five days ago. You were hiking and you fell, a pine branch punctured your lung."

Mitch looked at Walt incredulously, "No... That was a dream... a bad dream. Look!" Mitch turned the area of his torso toward Walt, "No wound, no bandage, nothing. And how did you know about my dream?"

"Actually, you healed completely in less than an hour and I know because it wasn't a dream. I was there," Walt said and the look on his face said, 'I'm not lying.'

"How? No one heals that fast." Mitch challenged.

"Actually, some do. I do; and now you will too. Well, not as fast as me presently though you heal faster than most people do now. A few months from now, you'll heal as quickly as I do. The reason you healed that fast was that my blood entered your wound, worked its way down into the damaged area and repaired it." Walt said and again, he was dead serious.

Mitch looked at Walt like he needed fittings for a straight jacked and a rubber room. "So, you're telling me you're like that comic book hero, that… Wolf guy… the one in the movies with the blades that come out between his knuckles?"

"Well, sort of, yes; but not the same. You're going to need proof," Walt said and with that he reached over to the night stand, opened the drawer and pulled out a small hunting knife. Mitch's eyes went wide and he reached for the knife but before he could, Walt put it in his teeth like a pirate and rolled over to pin Mitch's shoulders with his knees. He took the knife out of his teeth.

"You need to see this buddy, you need to understand." Walt said.

Mitch's eyes were wild and Walt casually put the point of the knife to the palm of his hand, winced and made a quick but deep cut on his right palm. 'I might heal fast, but it still hurts like Hell.' Walt said through gritted teeth.

Walt cupped his hand and blood pooled in it. Mitch cried out for help. A little blood fell on his chest. It wasn't a trick, it was warm and it smelled like blood with that same coppery, metallic scent. Walt tipped his cupped hand to his lips and drank. He licked and showed Mitch the palm. It was bloody and the gash oozed a little bright blood. Before his eyes, Walt's wound closed, leaving a thin, bright pink line that hadn't completely healed yet. Walt licked away the blood trickling down his arm and cleaned his palm. The mark was gone.

"That's why you didn't die out there, that and the fact that I got to you before hypothermia killed you. It was still damned close." Walt said.

"This is a trick." Mitch said, "It has to be!"

"You want me to cut myself again?" Walt dabbed his finger in the blood that had dropped onto Mitch's chest and wiped it on his lip. "Taste it Mitch, it's my blood right from my heart." Mitch couldn't help himself, he licked it, he had to know if it was cherry syrup. It wasn't. "I'll do it as often as you need me to, Mitch. I'll cut and heal a hundred times for you; more, if that's what it takes." Walt said and placed the knife against his palm to repeat the demonstration.

"No!" Mitch said, reaching for Walt's nearly healed hand. "Don't... please."

Walt climbed off Mitch and handed him the knife. Mitch examined it.

"That's the same knife I used to slit my wrist three times to get enough blood into your wound to heal you." Walt said matter-of-factly.

It was a real knife. It wasn't a trick. Mitch felt like he was going insane.

As if reading his mind Walt said, "You're not crazy. I'm not crazy. It happened and now you have to know why." Walt took a deep breath. "Mitch... me and the handsome guy in the shower are werebears; and now you will be too. Once our blood, semen, or plasma enter your body, you start becoming... a werebear. I told you I didn't have AIDS or VD and I told you I had reasons for not barebacking you... this is the reason. I wanted to love you, but I didn't want to change you. I wanted to live the rest of your life with you, but not change you without your knowledge and consent." Walt sat back. "You were dying, Mitch." Walt's eyes were glossy with tears, "I did all I could, I really tried, but I don't know enough about first aid and even if I did, I don't think you would have lived with just that, you were too far gone. I had no choice, it was the only option I had left and after all this time, just when we'd gotten back together, I... I couldn't let you die. Not after all the letters I sent you for the reunions, to get back into your life."

"Those came from you?" Mitch asked. "You sent those?"

"I've been trying to get together with you since high school. I asked the committee members at the first reunion when I hoped I would see you and their policy is to not waste further effort after a non-response. So, I made copies of everything they sent me and sent it to you. I love you Mitch, I always have, since before I told Moose in the locker room that he didn't have hair because he didn't have balls." Walt said. "I couldn't let you die. It was selfish, but I changed you. I just couldn't let you die like that."

Mitch's head was swimming. "Woah, hold on. This is too much!"

Walt smiled a little sadly. "Oh, that's nothing. Just watch, my cub. The show is only beginning," he said flatly.

Walt closed his eyes, took a deep breath. He rolled his head on his neck and shook his arms and legs like he was limbering up for a sprint or something. When he opened his eyes again and fixed them on Mitch's bright blue eyes, they were changing from Walt's usual gray to chocolate brown. Mitch watched muscles tense and flex under Walt's iron-gray pelt. It looked like small animals crawling around under his skin. Walt seemed to be growing taller and in fact he was, he was groaning as his limbs stretched and grew, his stance shifting as muscles expanded, inflating his arms and legs. Walt's already large meaty chest was barreling out more with each deep breath. Mitch watched with no small amount of lust as Walt's balls grew in size and hung lower in an increasingly furry lengthening sack. Walt was becoming erect, his large penis throbbing, the thick blue veins that wrapped around his cock stood out, pumping blood into his member, but more, his cock was changing shape. It grew to its ordinary, impressive length and then continued growing as the mushroom head flattened out. A bulge grew in the middle in the way a bear's cock did. Internally, a baculum grew, making Walt stiff even when not aroused.

Mitch looked up. Walt's face was morphing. A muzzle was growing out of his face. His beard and mustache joined by silver brown fur growing on the bridge of his nose, his upper cheeks, his forehead. His nose was flattening out and becoming darker, first brown and then black and moist, changing shape as it did so. It looked like something from a werewolf movie. Fangs growing through his gums and over his human teeth as the muzzle lengthened. His ears were becoming furry and shifting higher on his head, indeed his whole face seemed to be jutting forward as his skull took on a new shape. Powerful jaw muscles bulged out at the side and muscles at Walt's temples did the same, giving him a round 'moon face' typical of grizzly bears. Silver brown fur was growing through his body hair, engulfing it, enveloping the man Mitch loved in a dense warm coat and hiding all of Walt's bear tats and every square inch of his pink skin. Walt was growing wider with bulk, his belly was rounder as his guts grew. Walt's shoulders shifted forward changing his stance, his hands and feet were becoming paws; his nails were being pushed out by curved dark brown claws as his fingers became toes. Paw and toe pads grew on his palms and fingertips, his hands and feet becoming full paws in seconds. Walt growled softly and made a deep motor-like noise bears make when experiencing pleasure. The change was obviously pleasurable for him, his cock had become three inches wide and by Mitch's estimate, a good foot or so long; the final size of his balls were about the size of duck eggs. Behind, Walt had grown the classic muscular shoulder hump that helped a grizzly dig and above his furry butt, a stubby tail had grown. As the fur grew to full length, Walt dropped to all fours, his change completed. He wasn't half form, the hybrid that could perform the dexterous tasks humans could; Walt was in full grizzly shape.

Mitch was rock hard and drooling precum Walt's shiny black nose quivered as he sniffed the air and he moved to the bed. He moved up onto the bed, his forelegs separating Mitch's legs. He regarded Mitch with his big brown, puppy dog like eyes and in one quick move, he sucked Mitch's hard penis into his muzzle like a hotdog. Again, Walt made the deep motor-like pleasure noises as he nursed on Mitch's cock.

Mitch let out a startled cry and then began moaning uncontrollably as Walt began giving Mitch the most fantastic blowjob he'd ever had. Walt's long bear tongue worked over Mitch's tool in ways no human could, simultaneously rubbing his shaft and tickling his balls. Walt rolled the cock around in his mouth, pressing it against the roof of his muzzle, massaging it and sucking like a pump.

"Oh fuck!" Mitch growled, "Is this bestiality?" He was thinking it and didn't realize he'd said it out loud.

The man in the shower came around the corner as Mitch spoke aloud, drying his short hair with a towel, another towel was wrapped around his waist, but his hefty cock tented it out. "No, not really. You are becoming our species, after all." Vic said.

Mitch moaned as Walt took both balls and cock into his mouth. He looked over at the tall blond man and recognition fought against reason and finally won out. He stammered out, "C-Coach, is that you?" Mitch gasped as Walt's bear tongue wrapped itself around his meat; his eyes almost crossing in pleasure.

"The same, pup! I'm gonna go fix breakfast while you two get down to some werebear sex. Ya like what my cub is doin' to ya?" Mitch jerked in a spasm of pleasure and moaned out a 'yes', "Imagine how good it's gonna be for you both when you can return the favor?" Vic said, a huge grin on his face. Coach thought, "No fuckin' way Mitch is gonna end it like Eddie did, he's taking to bearsex like a duck to water."

He smacked Walt on his big round ass with a strong whack which was completely muffled by Walt's thick fur; it barely moved his huge frame. "Have fun, kids!" Vic said and closed the bedroom door on the way to the kitchen.

Mitch turned his attention to what Walt was doing to him. He watched as the big bear's head bobbed up and down on his straining erection, felt the gentle rasp of his tongue on his sensitive tip and nearly lost it when the bear swallowed him down to the root. Nearly out of his mind with unbelievably good feelings, Mitch rolled back and forth, gripping the sheets. "Please, Walt... please stand up. I want to see you again." Mitch was panting.

Walt stood up, breathing softly, snorting a bit through his nose. His pelt shone in the light from the bathroom, his chocolate brown eyes glinted with intelligence and lust. Heavy arms and legs ended in paws tipped in wicked looking claws that glinted in the light. His thick bearcock was truly awesome, the end glistening with precum, veins throbbing with pumped blood. He stood there, waiting Mitch's response, fearing the worst.

"Gods... you are magnificent," Mitch sighed. "Can you understand me?" Walt nodded. "Can you talk?" Walt shook his great ursine head and growled. If they were words, Mitch couldn't make them out. He looked at the beast before him, knowing those claws could shred him to bloody ribbons in an instant; but felt no fear, only a kind of wonder.

"Come here. I want to hug you." Walt padded over to Mitch in a slightly awkward ursine gait. Mitch stood on the bed to bring himself at least somewhat near to Walt's height and put his arms around the bear's chest, digging his fingers deep into the dark grizzly fur. He buried his face deep in the muscled chest and inhaled. The heady spicy scent of bear musk was strong at first, but with the second inhalation, Mitch was overwhelmed with new feelings. Raw sensuality competed with a sense of wildness, of a need to hunt, a need to roam far in the open air. Mitch felt as if his cock would explode. He felt as if his entire skin had become a sexual organ, tingling and alive. His mouth searched for the bear's nipple, and finding one, latched on, sucking hard as he felt the nub harden and distend. Walt growled in appreciation and cradled Mitch's head close with one great paw so he could nurse and chew. With the other, he cupped Mitch's butt. The beast rumbled deep in his chest and Mitch felt as well as heard the vibrations through the bone, muscle, and fur.

Mitch tugged gently on the bear's furry sides and pulled him down onto the bed. It became obvious why the bed was so very outsized. Their host obviously entertained bears here, the bed was constructed to accommodate their size and bulk. Walt stretched out beside Mitch, and carefully cupped his balls in a massive paw. The claws were oddly cold against his thighs. Mitch used his hands and tongue to explore every part of the bear's anatomy. It was impossible for him to deep throat the bear dick, but he managed to give the end a nice tongue bath. His hands edged in through the dense fur and stroked and caressed the underlying muscle. The warm musky scent that arose was intoxicating, making Mitch hornier than ever and filling his head with wild animalistic thoughts.

Walt soon rolled over on his belly and then rose up, once more separating Mitch's legs with his paws. His jutting cock was slick with a combination of his own precum and Mitch's saliva. Mitch's face registered his fear. Walt's deep brown eyes saw that, and slowly shook his head and put a paw gently on Mitch's belly. He made a low, soft rumble to reassure his cub and slowly lowered his frame so his stiff meat lay next to Mitch's, his balls draped over Mitch's smaller, still human set.

Mitch gulped and slowly raised his legs, but Walt again shook his head and began to gently hunch his gut, moving his cock against Mitch's belly. Mitch rolled his eyes and head back and forth, driven nearly mad with desire spawned by the scent and feel of this bear. Walt increased both his speed and pressure, gradually plowing his cock through the thick hair on Mitch's belly, making it sticky with precum. He moved faster and faster, with Mitch moving in time with him. Suddenly Walt raised up and let out a shattering roar, straining his cock forward. His increased length brought it close to Mitch's mouth and Mitch leaned forward as far as he could and took the tip into his mouth. The taste was sharp and hot, but nothing quite prepared Mitch for what happened next. Walt roared again, surged forward, and fired a scalding rope of bear seed into Mitch's mouth, flooding it. Mitch had no choice but to swallow, for Walt was pumping a lot more into his mouth. Mitch tried frantically to swallow fast enough. It was a losing battle. Bearcum ran out of Mitch's mouth and into his beard and chest fur. Walt's growls continued as he pulled back and shot three more volleys across Mitch's bearded face and chest. The last shot coated Mitch's belly hair down to his navel.

Walt eased himself down next to Mitch, taking care not to crush him. He rolled onto his back and pulled Mitch up onto his heavy belly, cupping his ass in each paw. He gently encouraged Mitch to work his hips and rub his cock in the dense bear belly fur. Mitch needed no further encouragement. He eagerly pumped his meat against the muscular padded belly of his papa bear, growing more heated and urgent with each stroke. If a bear could smile, Walt was smiling as he held his cub while he drove himself towards his climax. He pressed Mitch close as his cub growled loud and gripped fistfuls of fur and shot his load, cementing the two of them together.

The two clung to each other as their breathing returned to normal. Walt slowly returned to his hybrid ursine-human shape and began licking bear sperm out of Mitch's beard and off his face, sharing it with Mitch as he cleaned with deep muzzle to mouth kisses.

"Wow," Mitch said. "That was fucking fantastic!" He hugged the more human form of Walt, and was starting to say more when a loud metallic clang interrupted. "Now what the HELL is that?"

Walt laughed and growled out in deeper than his usual tones, "That would be coach's chuck wagon triangle. Breakfast must be ready."

Breakfast was served and consumed in the speed that only hungry bears can manage. Only a week along towards his first change, Mitch had still developed a bearish appetite. It was only afterward, when the dishes where cleared and washed that Coach looked lustfully at the two younger bears sharing the kitchen with him. "Heh... you have any idea how hot you two look there, naked and furry, like me? You smell like sex, too... you know what that does to me."

"Oh, I know… it has had its usual effect on you from what I can see, you horny ol' bear!" Walt looked at Vic's jutting cock appreciatively and then laughed. Walt stepped into Vic's waiting arms and hugged him tight, his own thickening cock competing with Coach's for space between them.

Walt put out an arm and motioned for Mitch to join the couple. Mitch stretched his arms wide and embraced the two larger bears and hugged them, gently at first, then more fiercely. Even in their human form, it was a stretch to reach both of them. Paws groped and faces nuzzled, and gradually the three moved into the living room and sank onto the large rug before the fire. They took turns sucking each other, becoming familiar with Mitch's shape and scent, as he did with theirs. Neither Walt nor Vic changed, both realizing that Mitch would not be able to accommodate their hybrid or full ursine cocks.

Vic moved Walt into an all-fours position and began probing his butt with his tongue. Soon the thick fur there was soaked with spit, wet and glistening. Vic mounted, and in one sure stroke, buried is heavy meat balls-deep in Walt's ass. Walt let out a loud sigh as his daddy bear's cock found its home.

Mitch watched, wide-eyed. He had seen other men fuck, and he'd participated in his first four-way not too many weeks ago. This was different. Coach's thick blond pelt looked reddish in the firelight. Walt's darker fur was beginning to mat with sweat. Both bears made love with a comfortable familiarity that was very different from the charged coupling that Mitch had participated in with Walt earlier, but equally arousing. Deep urges flitted through Mitch's mind as he watched, the need to mount and thrust, the need to be taken and filled, the wild primal needs surged through him as they had never before. He'd never felt this… hungry… for sex before. His cock was swollen and painfully hard, leaking precum down his shaft, onto his balls, falling with long clear glistening strands to drip on the floor.

Coach grunted and strained forward, then thrust several times hard into Walt's ass. Walt braced to take the deep thrusts, head down and panting. Coach gripped his cub, pulling him tightly against his golden furred body, as if he were trying to merge with Walt; his throat emitted a low, prolonged, growling moan of pure pleasure. Mitch could almost feel Vic and Walt's pleasure in his own body. When Vic was finished, he hugged Walt around the middle and very slowly pulled out, wiggling his hips slightly as he did, his meat red and glistening with cum. He flopped over on his back and pulled his cub on top, kissing him deeply. They played tongue tag for a while and then Walt transferred his attentions to Vic's large nipples, sucking and chewing on them, provoking satisfied growls from the blond bear. Vic's big hairy golden paws petted Walt. As the cub suckled he made that odd 'motor' pleasure sound again. Mitch wondered if the change permanently transformed the vocal box even in human form to allow them to make that sound or if it was just something you could learn to do after having done it.

Mitch moved close to stroke and pet Walt's hairy back and butt as he circled each nip with his tongue, then blew on them until they were erect knobs. Mitch remembered to get a better look at the bear paw print tattoo on Walt's chest while sucking his nipple; it said "Daddy's"; Mitch smiled, Walt really loved his Daddy. He put his hand down and fondled Walt's hefty ball sack, rolling the heavy balls between his fingers, tugging gently. Walt growled with pleasure. Walt moved off Vic, leaving his belly fur soaked and matted with his precum and raised Vic's legs up on his shoulders. A strand of precum ran between Vic's belly and the tip of Walt's cock. It draped itself across Vic's still half-hard cock. Walt's own cock was fully erect and drooling.

"Makes good lube, doesn't it?" Mitch said, reaching forward to get some on his hand to taste it. He was surprised at the deepness of his own voice as he growled and tasted.

"Just watch!" Walt chuckled. He centered his tip on the pink, furry pucker in the middle of Vic's exposed butt. Vic shifted his legs a bit so they were more firmly on Walt's shoulders. Walt eased his cock in part way and then pulled out. "Milk me, cubby," he said to Mitch. Mitch put his hand around Walt's thick meat and squeezed as he ran his hand forward, squeezing out a big blob of clear precum. He moved Walt's cock around so it was smeared on Vic's asshole. "Again," Walt said and Mitch complied. This time, Walt pushed in deeper.

"That's it, son," Vic breathed, as Walt slowly pumped deeper and deeper into his butt. Vic looked at Mitch. "Hold our balls, cub."

Mitch scooted around and managed to cradle both bear's ball sacks while Walt thrust more and more quickly into Vic. Suddenly, he felt Walt's sack tighten and snug up. His thrusting became more rapid and less rhythmic. "Oh, fuck, son... I can feel that hot bear juice of yours way deep in me! Fuck! What a grizzly stud!"

"Oh… Fuck…" Mitch could tell Walt was getting very close. "Come on you hairy ol' bastard, grab my nips!" Coach growled lustily; the language was turning him on. He reached up and pinched Walt's nipples, rolling them around roughly between his forefinger and thumb. "Yeah! FUCK, yeah!" Walt yelled as he shot. Panting and sweating, he gave his papa bear a last few thrusts and squirts, then bent him double to kiss him savagely, pushing on the back of Coach's head to mash their skulls as tightly together as possible, thrusting their tongues in and out of each other's mouths in an oral imitation of their coupling. Walt lay atop his daddy and the tenderness between the two returned as they cuddled; soft loving words, endearments, soft laughter and compliments shared between the two. Both turned their attention to Mitch, including him in the exchange.

The three bears lay together for a bit, resting, but soon Walt and Coach began to stroke and fondle Mitch. Walt pulled Mitch's head onto his lap and reached down to work his nipples and fondle his thick chest fur, while Coach hoovered his cock into rigid alertness. Vic had learned a trick or two in the cock sucking department over the years, and he used them now in driving Mitch wild with lust and frantic with the need to shoot. Reveling in the attention of the two hyper masculine bears, Mitch moaned and squirmed and bucked, on his way to a shattering climax that left Vic's mouth full. As Vic pulled off Mitch's pulsing member, Mitch fired the last two shots up and over his own head, hitting Walt in the chest and beard behind him. Coach moved up Mitch's body as Walt scooped up Mitch's seed and ate it. Vic, his mouth still full of Mitch's come pressed his lips to Mitch's mouth and they both shared the seed.

Gasping, Mitch asked. "Is it always this good?"

Vic chuckled. "Always!" Walt reached forward and boxed Vic's ears. Vic chuckled.

"Don't tease, you old fart!" Walt looked down at Mitch. "Sometimes it's hot and heavy, sometimes its easy and lazy, but its always good. You can't behave like a porn star all the time." He grinned and bent to kiss Mitch's upturned face.

The rest of the day passed in lazy play. Coach retrieved a cigar from his walk in humidor and lit up. Mitch got to look around inside it. There were a number of brands, expensive brands from the look of them, and several containers of sweet smelling pipe tobacco. Mitch was introduced to the shotgun technique, something he'd seen others of his baby boomer generation do with pot. Vic would take a drag on the cigar and breathe it into Mitch's lungs. There was some coughing on the new cub's part, but Mitch found it to be a turn-on. He didn't plan to make a habit of it, though.

"My ol' man limits himself to one a day, don't ya Papa?" Walt asked.

Vic added, "Mostly though it's every other day."

Walt patted Mitch on the back, "He's sharing something special with you, cub."

Vic growled around his stogie, "Even we werebears need to limit ourselves. It's not like it's going to kill me, but if I do more than one a day, I'll get used to doing it and it might decrease my lung power temporarily. Mostly, I don't want it to be a habit, not that I'll die of cancer or anything. You appreciate things more if they're not as often, though I know werebears who have one in their mouths all day long, every day.

Walt and Coach shared the cigar with each other until it was done.

The lighter chat alternated with more serious discussions about the future and what Mitch's change would mean to it. A break for supper, then more play and talk.

Finally, Vic stretched and scratched his belly, yawning all the time. "Time to hit the sack and snooze. We've got lots to do and you, my son, have a cub to work out… and chores to do." Vic padded off towards the bedroom, followed by the two younger bears. Mitch crawled in between the two larger bears. There was some more lazy fondling and kissing and soon all three were snoring.

Mitch woke pressed between two furry bears. He'd jacked off for the last forty years thinking about Coach and Walt and yesterday, he'd made love with both for real. Bright daylight, all the brighter for the reflection off the snow, streamed in through the slightly parted curtain. He yawned. Vic was still snoring softly and he turned toward Walt. Walt's eyes were open looking at his cub, searching for a reaction. Mitch smiled and nuzzled his beard, then kissed Walt softly. "Morning, woofer."

Walt sighed and put an arm across Mitch's shoulders, pulling him in for another kiss. "Morning, cub."

Mitch turned, put his nose to Vic's back and breathed in his scent, gently petting the soft, dense golden fur. Vic's snoring stopped; there was a deep sleepy grunt and then more snoring. Walt, in the meantime was rubbing Mitch's furry butt and back. Mitch turned back to Walt who was smiling his beautiful impish smile.

"I still can't believe all of this! It's so... so perfect." Mitch said.

"Yeah, well when you see the list of chores the ol' man over there will have for us, us meaning YOU," Walt smiled again, "you might change yer mind. Though he's been tellin' me I need to get some more muscle on me so I'll probably help some. His jobs are designed to be physically hard to give your body a workout… and Hell; he gets free labor out of it so it's a sweet deal for Daddy. So, how did you sleep... son?"

"Umm, good. Better than I thought I would, but gee, I had some weird dreams."

"Yeah, that's expected. You'll have some really weird-ass ones before all this is through. That's one reason Coach wants at least one of us with you any time you sleep or nap. 'Course, it's just good sleeping with ya anyway!" Walt said and wrapped a paw around Mitch's morning wood.

"Son... that's just so strange. I mean, you and I are the same age." Mitch said and Walt gave him a look. "OK, you're a year and a half older, but that's still not enough difference."

"That's why I prefer to call you 'cub'... that can mean 'son' but also li'l bro or... squirt or... li'l pest." Walt smiled because he knew what was coming next and was right; Mitch pulled his pillow out from under his head and hit Walt in the face. Walt threw back the covers, grabbed Mitch and rolled on top of him, pinning him and then kissing him. All the activity, however, had roused the coach.

"You two kids take it to a guest room; some of us are trying to hibernate over here!" Vic growled in his deepest bass. Turning his head just enough to give them both a glare with his ice blue, slightly bloodshot, right eye, the other was squeezed shut against the offensively bright light. He reached back for a pillow, snatched the one with which Mitch had hit Walt and covered his head with it, pulling all the covers over him.

Walt hugged Mitch and whispered. "You hungry, buddy?"

Mitch considered and answered in a whisper. "Yes... really hungry. I feel like I haven't eaten in days and I need to pee real bad." Walt grabbed Mitch's cock and squeezed, an evil grin on his face. He released and rolled out of the big bed and Mitch followed; the two naked men padded to the bathroom. They stood, holding each other, guiding each other's streams into the bowl. After washing up, they went to the kitchen.

Walt started to prepare breakfast.

"Can I help?" Mitch asked.

"Nah... today, you just sit and eat." Walt replied. Walt had put on an apron. "Never fry bacon naked." he said to Mitch in a tutorial way.

"Voice of experience?" Mitch asked

"Yup!" Walt replied and rubbed at his crotch through the apron.

Mitch laughed. "Did daddy kiss it and make it better?"

Walt grinned, "Bears do love bacon fat."

He started a skillet on the range, adding slabs of butter to melt. He cracked and whisked eggs and started another skillet for them. He took out sausage and bacon from the reefer, along with milk. Grabbing a mixing bowl, he began batter for pancakes; he took a bag of blueberries out of the freezer and tossed a couple of handfuls into the batter. He reached for a stone jug and waved it at Mitch.

"Real maple, from Canada, and not store bought, either!" Walt said and then put his nose over the opening of the jug and filled his lungs with the heavenly aroma. "Coach knows a brother shifter up there who makes it the old fashioned way… of course, the Bear is about the age of my ol' man; so of course it's gonna be made the 'old fashioned' way."

Soon the kitchen was wreathed in delicious smells.

"Hey, that's way too much!" Mitch said seeing the pile of food on the large plate. "I usually have some yogurt and cereal, maybe a banana for breakfast, the cholesterol has been creeping up, gotta watch that."

"Not any more, you don't," Walt grinned. "One of the advantages" He set a huge plate in front of Mitch. "Bears and werebears process fats far more efficiently than primates do; it goes to our gut, but then we burn it too when we transform... or hibernate. Eat up, cub." He watched with pleasure as Mitch began to eat slowly, then faster. Soon the plate was empty and Mitch was eyeing the griddle.

"Are there more of those?" he asked.

Walt barked a laugh. "Ha! Told you so!" Walt took Mitch's plate and threw a couple more pancakes on from a platter and a couple more sausages and some more eggs. When he turned around, he caught Mitch sneaking bacon from his plate and gave him a look.

"Gonna starve before I fill your plate?" Walt asked. Mitch grinned. He sat with Mitch and added some of the remaining food to his own plate, shaking his head and chuckling. "I don't mean you shouldn't eat balanced. That's still important; we werebears are omnivores and should eat a mix of food, just like bears and humans. But your body will need a lot of protein and calories in the next few weeks. Before your first change, your current body fat is going to be consumed by the growth and you're going to need to put on a layer of fat for the change itself. You're goin' to eat like a hungry bear! Well, I like a man with a little padding on his muscle. Like my ol' man in there, he's got a nice layer over his steel hard muscles. He's a hot Bear."

"No lie! I think you, me and Moose had a huge crush on him from the moment we saw him." Mitch said.

"I'd say that's a safe bet! More?" Mitch nodded and Walt filled his coffee mug. "Did you think over what Vic said last night?"

"You mean about disappearing? Yes. It makes sense, I mean about 'fading away' being better than just 'disappearing' suddenly and I think I have an idea about that. If I've got a little over three months until I change, this should work. I've been cutting back on new projects, as I got closer to retirement. I haven't started anything new at the Institute in almost two years and the long term research projects I'm working on now are now almost done, or close enough they can be handed off. My assistant, Wendel, is obscenely eager to take over. He'll do well in my position, he's been groomed for it for the past two years." Mitch chuckled. "He may be the fair haired boy and a relation of the director, but he has talent. I wouldn't have picked him otherwise. I can tell the director that I'm ready to give Wendel a trial at leading the research department. He'll go for that. I can 'check in' a few times by phone, ask him to send me reports; and I'll drop hints that I'm scouting for a nice place to build a retirement home. Everyone there knows I was taking some vacation time and going to Tahoe to ski, so that makes sense. Eventually, I'll 'find' a place and tell the Human Resources to get my retirement papers ready. I'll tell them I don't want any fuss made. They'll respect that, I've never socialized much at work anyway. And I can send off an article or two I've got started to journals after I 'retire'. Sound good?"

Walt nodded. "Yep, sounds good to me. Run it by Vic, but I think it's good."

While they had been talking, Walt had made up a little extra batter, whisked a few more eggs in a bowl, covered them both with plastic wrap and put both bowls in the reefer. He set up the coffee maker with fresh grounds and water and set out a package each of frozen bacon and sausage to thaw. He took the plates, stacked them on the kitchen counter and wiped the table down.

"There!" He said. "Now when Coach wakes up he won't have much to do to fix his own breakfast."

Mitch smiled and thought about how consideration was an expression of one's love for another as he sipped his coffee.

Walt had noticed that Mitch had been rubbing his knees and elbows while he was working. He downed his warmed coffee and said, "Come on, Mitch. We can leave the dishes for a bit. Let's get outside and put some of that food to use."

The two men pulled on pants and sweaters in the mud room, then walked out on the porch and inhaled crisp, pine-scented air.

"This is nice." Walt said.

"It sure is." Mitch agreed. Walt draped an arm across Mitch's shoulders and they walked down the steps and out onto the back meadow.

Suddenly, Walt tripped Mitch and spun him as he fell; he pounced, pinning him to the ground.

"What the fuck?" Mitch growled angrily.

"Heh... first lesson, cub, be on guard when we go out into a field or get on a wrestling mat together. Second lesson, get out of this pin." Walt smirked.

Mitch struggled a bit. "I haven't wrestled since high school!" He struggled some more, to no avail.

"Like this." Walt showed Mitch what to do, then pinned him again. "Try again." This time Mitch was more successful.

"Now, if I do this, you can counter this way..." For the next two hours, the men wrestled, alternating play with mock fighting. Mitch felt joy and excitement in their activity, the wild in him rejoiced. Eventually, they sat on a log, Mitch panting, Walt breathing more slowly. He'd been training with Coach since high school and was as fine a wrestler as the Coach.

"I thought I was in pretty good shape," Mitch wheezed, "but I feel winded."

"It's OK, man. You actually did pretty damned good , all things considered. Your lung is healed up, but it takes time to build lung capacity AND you haven't completely replaced all that blood yet… which gives me a sweet advantage!" Walt grinned.

Mitch fixed his love with a mock glare. "Bully." Mitch said and smiled. Walt play punched him in the shoulder and continued with his thought.

"It'll come. Remember also, we're above 6,200 feet here; the air is thinner. Took me a bit to get used to it, too." They walked back to the lodge.

Inside, Coach sat naked at the kitchen table, finishing his breakfast. Walt walked over to him and Vic pulled him down into a lingering kiss while fondling his balls through the wet pants fabric.

"Saw you out there workin' your cub in the snow. Good bear, reminds me of when you and I used to tussle." he growled.

"Like to get out in the meadow and wrestle with me some, Papa?" Walt said, putting Vic in a very loose choke hold.

Coach reached up from where he sat with his thickly corded right arm and squeezed Walt's muscular upper arm and said, "I'd love to, but I haven't got time for that now." Walt kissed the top of Vic's sleep mussed flattop and removed his arm from the choke hold.

Coach turned to Mitch and motioned for him. Mitch stepped over and Coach smooched him as well, rubbing his crotch while doing it. "Morning, pup. How you feeling?"

"Horny… but then I usually am. Though this seems to be much more intense. Haven't felt this way since I was fifteen." Mitch smiled and Coach gave him another good fondle. "Other that wanting to fuck all the time, I'm good." Mitch said, enjoying the attention of the older werebear.

"Heh, there's nothing wrong with wanting to fuck all the time. Physical activity increases testosterone levels. Your change is also pumping a lot into you." Vic said. "You two will probably be fuckin' like bunnies for the next few months. I know me and my boy here did… its natural. It's a lot like second puberty, but without the zits." Vic grinned evilly, "And you don't have to worry about gettin' a piece of ass... we're all willin' when you are; 'Gift of The Bear,' you might say."

"You mean I'm gonna be horny like this forever?" Mitch asked.

"Well, it will decrease a little once you get used to it. You think about fucking only once every five minutes instead of every minute, but yeah, pretty much. I'm 163 years old and feel like a twenty-year-old. It's the cross we bear, deal with it, pup!" Vic gave him a wicked grin.

Walt patted Mitch's groin and with a straight face said, "There, there, it won't be so bad. Daddy will take care of you." Mitch gave him a withering look, then smiled to take the sting out of it...

They both sat then and Coach poured the last of the coffee into mugs.

"OK, boys. Here's what I've got planned. I'll leave tomorrow, head into town and then off on some errands. I'll be gone for a few weeks." He looked at Mitch. "I need to start layin' the ground work for your new identity. You got any ideas on how you'll handle things back at work?"

"Yes. Walt and I talked about that earlier. I know how I can work a slow disappearance at work, and 'looking for a place to build' after I retire gives me cover to be away for a few months with no problem. I can sell the condo with no problem, too, once enough time has elapsed. My other real estate I can sell bit by bit." Mitch paused. "I still think its better if I get pension checks, at least for a while, rather than cashing it out right away. That looks too... final. They can be direct deposited to my bank, and then, after ten or fifteen years, I could cash out, maybe to cover 'medical expenses'. That way, before it's obvious that I'm not aging and you think I should 'fade away' completely, I'll have all my assets converted and nothing left behind."

Vic grinned and looked at Walt. "Got yourself a smart one here, son!" He turned back to Mitch. "It sounds good." He put his paw over Mitch's smaller hand. "You should probably start making those calls this week; maybe even make a visit back there before you start looking too different. I'll be back before you make your first change."

He looked at both men. "You two need to clean out the exercise room and the other room downstairs. Pup here will need some place to work the kinks out in the next few weeks and you might be better inside if the weather turns bad. Oh, and we need more wood split and stacked in the wood shed out back, I've ordered some log pieces just for that and if you think there's more wood ordered than we could use in three winters, you're right. Chopping wood will pack the muscle on and it will work out those growing pains. It'll also get my boy in fightin' shape again, you've gone soft there Walt." Vic patted Walt's belly. "I like padded, but you're not working out like you should; you chop with Mitch too."

Coach sipped the last of his coffee. "There's also the root cellar, you both need to get down there, rotate the stock, use what you can of the older stuff and throw out some of the canned goods that might be past prime. Lay in whatever supplies you think we'll need, son. We should be in good shape for now, but check the larder, freezers and root cellar for what we'll need. Remember, we've got a growin' cub here, he'll eat like a teenager so figure one portion for me, one for you and three for him in everything you buy."

The big bear rose. "Well, I'm off! Pup, I'm leaving you in good paws here. You'll do fine." Coach hugged and kissed both of them and ambled off towards the bedroom. "Oh, and guys;" Coach said over his shoulder but not stopping as he spoke, "don't wait for spring to do some cleaning, OK?"

Walt whispered to Mitch in a conspiratorial way, "I told you he'd get free work out of us. No sittin' on our butts, drinkin' beer and watching football for us while he's gone." Walt grinned.

"He really is like a dad, isn't he?" Mitch asked

"Yeah, like a dad, a good -natured grump of a bear, best buddy, hot lover and mate all in one." Walt said.

"Well, like father like son," Mitch said. "but not so grumpy, I think."

"I think it's because he's pushin' a hundred and sixty-five and he feels that 'gruff and occasionally grumpy' come with the territory. We probably will too in a hundred or so years," Walt said and the two shared a chuckle.

"God! It's going to take a lot of getting used to; thinking in terms of living centuries instead of decades." Mitch said and Walt pulled him into a kiss.

When it broke Walt said, "Yeah, but I'll be there for you as long as you live, you know that don't you? Just like I'm there for Vic and him for me. His other cubs are the same way too, I'm sure."

Mitch and Walt heard Vic yell over the hiss of the shower. "You boys gonna sit and talk all day or get busy?"

"Well, you heard the boss man... we got work to do." Walt chuckled as he handed plates to Mitch.

"Looks like!" Mitch replied. He stopped and looked around at the warm kitchen and the view out the front windows. "Talk about retirement being a new life! I really think I am going to like this."

Chapter 9

Over the next several weeks Mitch progressed rapidly, becoming stronger and more competent physically. His was becoming more toned and it was starting to pay off. He looked better than he had in years and not just his musculature, his energy levels were higher and his past aches and joint pains seemed to have almost completely vanished and he had a healthier glow about him. The wild dreams of the first few nights receded somewhat and Mitch usually slept the night through though in the last week he's awoken from extremely erotic dreams and woke Walt by prodding him with a hard-on in dire need. His muscles and bones ached often, but it wasn't the arthritis anymore; and the vigorous workouts with Walt helped greatly to relieve the growing pains.

Besides it being fun wrestling with your lover in the snow, the activity was making Mitch a rather good wrestler. It was a good physical work out and a turn on, as was chopping the wood; he and Walt did it shirtless on clear days and afterwards he and Walt would make love, covered in their musky scents. The blisters on Mitch's hands gained from the work healed overnight and soon, he had work calluses. In a little over a month of work, the shed had filled, the covered overflow area by the porch was full, and there was plenty of wood in the storage spot by the fire. Weightlifting in the mornings got Mitch warmed up for the day. Walt added tree climbing and hiking on the sunny days and mindful of Mitch's accident, he never let him go alone. Walt's goal was to work off some of the excess energy Mitch seemed to have, but not so much that he burned all of the reserves Mitch was building for his change. Mitch looked in the mirror often and noted subtle changes and a few not so subtle ones.

"Walt, what size shoe do you wear?" Mitch called out from where he sat, trying to put his shoes on.

"Thirteen quad E" the voice came from the larder.

"I can't fit in my shoes any more," Mitch hollered back from the bedroom. He looked again in the mirror. "I need to make that trip soon, Walt; I'm getting broader and thicker. My clothes are all tight and I'll need new shoes. If I wait too long, people really will notice a difference in me."

Walt climbed the steps and walked down the hall to the bedroom. "Yep, cub. You ARE getting bigger. What say we go tomorrow?"

Mitch nodded and reached for pad and pencil. "I really should stop at the Institute and personally speak to the director... it will seem funny otherwise. I'll need to return the rental truck and get mail delivery changed. I need my laptop. I've got to get to the safe deposit at the bank and probably let them know about retirement checks and such." Mitch was writing rapidly. "I should get new clothes, too."

"Wait on the clothes, Mitch. We can do that here or maybe Reno. You won't wear much in the lodge, anyway... we never do," Walt gave his cub an evil grin. "and if you need larger clothes for public, Vic and I have spares, they'll be a bit loose, which is good, it hides your growth, but you won't exactly swim in them either with the progress you're making."

"You just want me all naked and horny all the time." Mitch grinned.

"You got a problem with that?" Walt growled and took Mitch in his arms. The pair spent the next few minutes kissing and fondling each other. As their heat rose, Mitch pushed Walt back on the bed. They struggled and wrestled with each other, the advantage passing from one to the other. Both were hard, both were slick with pre come Match had noticed that he was leaking much more now than he used to. At one point, he had actually mounted Walt and pressed his slick meat in between the bigger bear's ass cheeks before being thrown. The struggle continued, both getting hotter and sweaty as they fought for dominance. In the end, Walt won, holding Mitch belly down with his own body, his hefty cock seeking and finding his buddy's hole and pressing in past the muscle ring. Mitch stopped struggling and sighed, relaxing his clenched cheeks and allowing his love to enter him. They had agreed that once one or the other had penetrated, the contest was over and what followed would be lovemaking, not struggle. "House rules" as Walt called them. Mitch was still not fully were and Walt had no desire to injure his lover.

He stroked slowly, pulling nearly out and then sinking all the way back in until his bush was fully meshed with Mitch's butt fur. "Mmmmmmm, damn you feel good in me, bear!" Mitch moaned and grunted with Walt's increasingly vigorous thrusts. "Want me on all fours?"

"No, buddy... let me finish like this." Walt hooked his arms under Mitch's shoulders and rode the wind on his back. He nibbled on Mitch's ears and bit his neck gently, then licked the place and blew on the wet fur and skin. His desire rose and he felt every inch of his cock rub against the velvety warm inside of Mitch's ass. He could feel his tip swell as it rubbed along his cub's prostate, could feel the contractions of Mitch's gut as he slid in again and again.

Mitch had grown comfortable with Walt's impressive girth and length. The first time, in spite of Walt's extreme care and gentleness, there had been some pain. Now Mitch felt a sexual tingle spread throughout is groin when Walt mounted and entered him. It wasn't the same as coming, but it was equally enjoyable. When Walt pulled completely out, Mitch felt a kind of empty ache and when he came back into his ass, a contented fullness.

Walt looked down and saw the man lying under him; thickly furred back and shoulders already broader than they had been not long ago, head turned to one side, moaning with pleasure. Instead of the usually tidal swell of cum boiling up in his balls and churning out of his cock, he felt instead a kind of peaceful flow. This man who had almost died, this cub he had made, truly seemed to be coming to terms with what he was to be, even welcoming the change. Walt felt his bear seed flow into this man, felt his love flow into his lover. Spent, Walt lay on top of his cub, both of them softly breathing. Walt rolled slowly off to one side to lessen the pressure on Mitch and cuddled him close.

"You want to shoot, cubby?" Walt rose on one elbow and looked t Mitch.

"No, I'm good." Mitch eyed his bear and grinned wickedly. "Besides, its just one more for me to pay you back. I nearly got in you this time, didn't I? It's getting harder and harder for you to beat me, old man!" Mitch chuckled and licked one of Walt's nipples.

"Old man? You and I are the same age!" Walt grinned at the same words Mitch had used when objecting to being called 'Son'.

"Well, funny as it seems, I'm beginning to think of you as 'my ol' man'. You're the one who changed me and now you're the one that's caring for me as I grow into this new life. That's a pretty good definition of 'Daddy' to me."

"Yeah," Walt objected, "But did you have to make it sound like I was ready for 'Shady Acres Rest Home'?"

"Of course I did, old fart! Cub's gotta get his fun you know." Mitch smiled.

They continued trading mock insults for a while as the light dimmed at the windows. Finally, Walt smacked Mitch on the rump. "Get your list made. You know, I should come with you tomorrow."

"Oh, I can handle this. I'll drive down in the morning, stay overnight and..."

Walt interrupted. "Coach will skin me and put my furry hide over the fireplace if I leave you alone. You drive down in the rental; I'll follow in my truck. You do your business at the Institute and bank and such, drop off the rental, and I drive us back. OK?" Mitch nodded.

The trip next morning was uneventful. The first stop had been Mitch's condo. Walt parked the truck and did a quick tour of the place with Mitch. "You fixed up your cave real nice. You going to miss this?"

"Some things, yes," Mitch said. "My music, my movies; a few others."

"Cubby, listen. You go take care of your stuff. Is all the music here? I can pack it up in those boxes from the truck, along with the DVD's... that's some collection you got. Coach has a nice stereo setup so you won't have to take equipment if you don't want. I can have it all ready for you when you get back." Walt looked expectantly at Mitch. "I can't do any of the financial stuff, and you have to deal with the Institute personally, I know. But I can lend a paw here. Daddy'll pack... you take care of business."

"Oh, man, I hate to stick you with that, but if you could, that would be great!" Mitch gave Walt a warm hug. "I'd like to take the headphone amp and the Stax phones; there and there." Mitch pointed out their locations to Walt. "Oh, and wait... there are some things from my mom and dad upstairs." In short order, Walt was packing and Mitch was back on the road.

The stop at the Institute took longer than he had hoped, but went smoothly. The director professed to be sorry Mitch had decided to retire, but was, Mitch was sure, secretly glad that his nephew would now have his chance at the Research Department before he himself retired.

"You sure about this, Mitch?" he'd said twice.

"Absolutely, Sir; Tahoe kind of convinced me."

"Well, you'll be missed." He said and took Mitch's hand to shake it. "You worked some calluses on your hands I see." Director Hutchinson said and gave Mitch an odd look.

"Heh, chopping wood for the roaring fires will do that." Mitch said cheerily. "Of course, doing some of my own repairs on my rental properties no doubt helped too."

As if a piece of a puzzle fell into place, Hutchinson's face returned to its normal, pleasant, unconcerned expression. "Indeed it will! My father used to get big calluses on his hands when we'd go on hunting trips. He always liked to chop the wood for the fires, never understood the attraction myself, getting shirtless and sweaty." A vision of Walt chopping wood without his shirt popped into Mitch's mind: the fur, the bear tattoos, the muscle and sweat, he felt a surge in his groin but maintained a placid look on his face.

"Good luck Mitch, I'll have the team send you reports from time to time, just to let you know how your projects are turning out."

"Thank you. It's been wonderful working here all these years. Good bye, Take care, and my respects to your family," Mitch said and inwardly sighed in relief. Obviously, Hutchinson had never worked at any physical job hard enough to get calluses; his hands were very soft and he hadn't realized that Mitch's calluses had been earned a little too quickly.

"Good bye Mitch," Hutchinson said and stood until Mitch had left.

The paperwork at Human Resources was involved, but while it was being prepared, Mitch was able to clear out much of the stuff from his office. He directed that the remaining papers and books be boxed and sent to the temporary address Vic had set up for him in South Tahoe. He signed numerous papers and said his goodbyes.

Comments from coworkers who stopped by were mostly that he looked really good and happier than they'd seen him in a long time. He looked 'rested' and 'healthy'. Some said they hoped to be as rejuvenated by at being unburdened when they retired. Mitch was glad he'd not been a 'personal contact' sort of guy with his coworkers. Hugging him just now might lead to some questions requiring quick thought and Mitch wasn't sure he'd be quick enough with all he had to think about today.

The next stop was the bank and here things were blessedly briefer. He got deeds and other important papers out of the safe deposit box and put them in the case he had brought with him from his office. The bank manager was an acquaintance and was more than willing to help with the necessary forms for direct deposit and transfer of accounts.

"Once you settle on a place, we'll be happy to handle transfer to one of our branches if one is close to you or to another bank if you prefer."

Mitch thanked them and headed off to the post office.

After filling out change of address papers and picking up mail that had been held for him, he returned the rental truck and called his home to let Walt know he was ready. Walt arrived shortly and they were off back to Tahoe. The back of the truck was securely packed with the things Mitch had asked for.

On the way back, Mitch reflected out loud to Walt. "You know, that took about six hours to close out a whole lot of my life, professionally and business-wise. Amazing. And kind of sad, too"

"Well, there's still work to be done; there's your condo to sell and your other properties. It'll be gradual, but it'll get done. The important stuff, the immediate stuff, is done."

Walt reached over and squeezed Mitch's thigh. "You done good." Walt scratched his nose. "Anyone notice that you looked a little... bigger?"

"You know, I really thought they would, but no. Not a one, especially in Vic's clothes. If anything, they might have suspected that I'd gained a bit of weight and was vain and hiding it with big sweaters and loose slacks. I guess I don't look that different yet."

"You do naked!" Walt grinned.

"I can't wait to see what my new bear body looks and feels like," Mitch said, putting his arm along the back of the seat and rubbing Walt's shoulder as he drove. Walt put his paw on Mitch's thigh. "You're on your way, cub. You're filling out nicely and you're already way stronger than you were before your accident."

"Yeah.... I feel stronger, and I can tell I've got more endurance. I'm not getting winded, for one. Your shirts almost fit me now, too. " Mitch paused. "How long until I change?"

Walt looked at his cub. "You getting' nervous?" Mitch nodded. "A little," he said.

"You've got maybe another seven, eight weeks. Maybe a week early, maybe two weeks later." Walt rubbed his nose. "The biology isn't exactly predictable, so I can't give an exact date. But Vic will be here. And I will, too... right here. Don't worry. It's kinda scary, I know; but we'll be with ya." Walt pulled Mitch close and gave him a kiss, then returned his attention to the road.

It was dark when the two bears got back to the lodge. The winter days were drawing in, and the ample supply of firewood was a comfort to see as they drove up. Walt helped Mitch carry the boxes of his belongings inside. Flipping the lights on, he followed Mitch down the hall and set them down on the floor in what had become Mitch's 'den'. "I'll build us a fire, buddy, then give you a hand unpacking if you like."

Mitch caught Walt in a bear hug. "Thanks for everything, Walt. I don't mean just helping pack this stuff.... I mean everything. Being here with me, answering questions.... working me out, getting me stronger..." He hugged tighter. "I love you, you big ol' bear."

Walt squeezed back, and held the hug for a while, then padded out to build the fire while Mitch unpacked. His books went on the shelves with room to spare. His laptop fit nicely on the desk by the window. Walt had set up a wireless network in the lodge so Mitch could access the internet from wherever he was, and had linked the printer that sat on the desk to it so that Vic's desktop and the laptop could print to it. "You are quite the technobear!" Mitch had exclaimed when his laptop recognized the network instantly and connected without a fuss. Walt called from the living room, "Heh... You think an ol' biker bear doesn't know a few tricks? A lot of us werebears are computer geeks; its a good way to keep in touch, especially since so many of us are spread out in rural areas. I learned from them."

The boxes of things from his parents, and the few items he had saved form his own childhood he stacked on shelves in the large closet. The CD's and his beloved Stax cans and amp went neatly on a shelf next to the big easy chair. The CD's took up a lot of the space on those shelves, leaving little room for the DVD's. "Walt?" Mitch poked his head out of the room. "Do you think Coach would mind if I put the videos out there, next to the player?"

"Hell, no. There's room, and it makes sense; the player and TV are out here. We usually watch movies out here by the fire anyway." Walt chuckled. "The smaller screen and player in his bedroom are for porn!" Mitch lugged the box of DVD's out into the living room.

"You got porn in there?" Walt asked in a teasing tone as he pawed through the box as Mitch struggled not to drop it. He colored a bit and mumbled, "Some." "Heh... good to see my cub has a healthy appetite. OOOOH... what have we here?" Walt held up a box. "L.A. Tool and Die... classic. Oh, and Bears Behaving Badly. Naughty, naughty!" Walt reached under the box and gave the somewhat embarrassed cub a friendly grope.

"Not to worry. Have Vic show you some of his vintage homoerotic postcards when he gets back. Those really ARE classics. I think he's even in some of them. They go back to the 1870's and '80's. " Walt had lit the fire, and it snapped and crackled as they both unloaded the videos onto the shelves. "You got a nice collection of movies here, Mitch," Walt said to his cub, rubbing his butt. "Vic loves the action movies, can't get enough of them. But you know what he'll really get off on?" Walt pointed to a boxed set. "That Metropolitan series on the Impressionists. He really loves that style... well, the whole era. 'Young man in Paris' and all that. You know, he knew Monet. Did some work for him in his garden at Giverney."

Mitch turned to Walt. "Then the painting in the hall is original. I thought it was."

"Oh, yeah," Walt said. "Claude gave it to him to pay for the garden work. He never had any ready cash, he was nearly always skint." Walt rubbed his nose. "I think Vic got the best of that deal, don't you?" Mitch grinned. "We should all be so well paid for pulling weeds and planting lillies!"

They finished putting the DVD cases on the shelves and were about to settle down to some serious snuggling on the couch when the phone rang. "Your turn," Walt said, settling down on the couch. Mitch walked to the phone and picked it up. "Hello?" The ensuing conversation was long, and although Walt could only hear half of it, it was obvious that it was either Rusty or Moose, and that the news was a disappointment. "I will do that. Thanks for calling, and I hope it all gets sorted out soon, Rusty. Take care, and give Moose a hug for us both, OK? I'll let Walt know. Bye."

Mitch hung up the phone and walked to the couch and sat. "That was Rusty. They are canceling for Christmas. He was worried that we'd feel they really didn't;t want to get together with us, but he says that there are family problems they have to take care of... Moose's family."

"What problems?" Walt looked at Mitch, worry creasing his forehead. "I don't know... he was really kinda vague about it when I asked. It all seems a bit odd. You know them better than I do. Have they done stuff like this before? I mean, all mysterious, like?"

"Not really, no. Sometimes Rusty will get a bit cranky, but it doesn't last long, and he's a stickler for keeping appointments and arriving on time, so this is kind of weird." Walt rubbed his nose. "I wonder what's up?" It was evident that Walt was a puzzled as Mitch. They sat on the couch and discussed the oddity. "Its only a few days away. I thought we'd be able to cover your increased size and muscle by saying you and I had been hitting the gym regular. Rusty's no fool, he'd notice a difference, and maybe my story wouldn't wash with him. So it might be a good thing; not going, I mean" Walt looked at Mitch, who looked back, doubt in his eyes.

"You're thinking it's you, aren't you?" Walt said to his cub. "Don't. They really liked you. Aside from the fact that you made Moose's ass really happy, you and Rusty share some of the same interests politically. Moose couldn't care less about current affairs, but you and Rusty chatted on and on about politics and such... it was a real treat for Rusty. Its got to be something else. I guess we'll find out eventually." He pulled Mitch in close and cuddled him. "Let's not worry about it now. You've had a long day. Just relax with me now."

Mitch sighed and nestled down in Walt's embrace, stretching out on the couch, his head in Walt's lap, his head cradled against Walt's warm belly. The two of them stayed that way for a long time, chatting and dozing, shifting only to put more wood on the fire. Sleep finally overtook them as the fire died to embers, its warm red light the only illumination in the dark room, and the gentle snores of two contented bears the only sound.

Chapter 10

The next afternoon it started to snow. Both the TV and the internet were predicting a major storm, and by the looks of things, they were right. Mitch and Walt worked together to fill most of the front porch with split logs and by mid morning had enough to last them for a week stacked close by. Mitch noticed with pleasure that heavy work no longer made him even breathe hard. Walt stood in the snow, nose pointed upwards. He inhaled. "This is gonna last a while, cub; no more outdoor workouts for a while. Come on, let's head in."

The two climbed the steps and went around to the back, knocking snow off boots and clothes as they went. In the mud room, they shed everything, going naked as they both preferred. The lodge was cool but not cold. The night's fires were out but some warmth still lingered. Neither Mitch nor Walt especially noticed the cold, Walt's were metabolism running at a higher than human temperature, and Mitch's changing one nearly keeping up in heat output.

Mitch went into the bathroom to pee. As he shifted his stance to help guide his stream, he looked down. His shaft seemed thicker to his eye; longer, too. He remembered Vic telling him that genital growth would take place sometime during the third month. He shook and flushed and called out to Walt. "Papa, can you come here?"

Walt stuck his head around the door. "What's up, cubby?" Mitch was holding his cock in one hand. "You want me to suck you dry again?"

"Oh, hush! This is serious. Do I look bigger to you? I mean is my cock getting bigger... longer?"

"Well, lets see," Walt said. Padding over to his cub, he took his own hefty meat in one paw and placed it next to Mitch's. "You know, I think you're right. See? Definitely thicker, nearly as wide as mine now. Longer, too... well, longer than it was." Walt bent down and looked closely at Mitch's crotch and felt his balls, then straightened and rubbed his nose. "My cub's growing up." He brushed an imaginary tear from his eye. "Sniff, sniff. Soon he'll be shaving, and asking for the keys to the car. He'll start dating other guys, staying out until all h..... OW!!" Walt yelped as Mitch swatted his butt hard.

"THAT'S for being a smartassed, domineering ol' daddy bear! 'Asking for the car keys' indeed!" Mitch grinned and tried to swat Walt again as he scooted out the door and into the bedroom.

"Ya gotta be faster than that to catch this domineering ol' daddy bear!" Walt called out over his shoulder as he ran into the hall, with Mitch following with a towel he'd grabbed from the rod in the bathroom. Down the hall, into the kitchen, across the living room, back into the kitchen, down the hall again; the chase continued, Mitch occasionally landing a snap of the towel on Walt's rear.

Walt darted into the exercise room and turned to face Mitch. "Guess I'm gonna have to fight you for that towel!" Mitch grinned. "Rassel you for it!" The two bears circled each other, looking for a hold, then dove in.

The exercise room was lined with wrestling mats, with a low wall separating the weight lifting area and treadmill for safety's sake. The two bears strove together, gaining and losing holds, trading advantage, tumbling and rolling on the mats. As the struggle continued, Mitch realized that for the first time, he felt his strength and stamina staying with him. Often of late in wrestling with his lover, he would start on an equal footing, nearly or just as strong as Walt; but he would begin to fade slightly in the face of Walt's greater endurance. But this time felt different. He felt energy flowing through all parts of his body. When he needed an extra bit of muscle to break one of Walt's holds, it was there. When he needed to quickly right himself and regain balance, it happened. Reveling in this new feeling of power, he eagerly countered each of Walt's expert moves. He bridged to counter Walt's nearly-always successful pinning, and even Walt's superior weight and skill couldn't achieve the pin. Cradle, cross-face, double leg tackle; Walt tried them all, to no avail.

"Damn me, but you are getting good at this!" Walt barked as he worked to escape from Mitch's full nelson.

"You ain't seen nuthin yet!" Mitch growled.

Mitch had realized something. At some point in their wrestling sessions, both bears usually got erections, and the bouts often ended in vigorous sex. Mitch was hard as a rock now, and in this full nelson position he was poised with his meat lined up with Walt's ass. He felt strong as a bear; the salty sweat tang of their bodies combining with the stale locker room smell of the mats excited his crotch. Mitch pressed his rigid cock into Walt's sweat-soaked crack, feeling the fur there scratch against his swollen glans, making it swell even more.

Walt struggled, clinching his butt tight as he fought to escape the hold. Mitch's senses were hyper-sharp and he felt both the texture of Walt's pucker and the heat of his entryway with his cock. With one final lunge, he penetrated his lover, feeling his tip spread Walt open and begin to slide in.

Walt, his face towards the mat and unseen by Mitch, smiled and thought to himself, 'House rules.' He went still, growled, and said to his cub, "You're makin' me proud, cubby. My ass is yours... make it count."

Mitch sank his cock halfway into Walt's ass, held for a moment, then pulled nearly out. He pushed back in, sweat and precum doing duty as lube. It was rough going, and after a third shove, he pulled all the way out, squeezed out a blob of precum and smeared it on the head of his cock and rapidly worked his way back in. "Take your time, cub," Walt rasped, his faced turned against the mat.

"Don't... want... to... take... my... time," Mitch wheezed as he pumped himself deeper into Walt's furry bear ass. "Want to breed... want to fuck that hairy ass of yours. Gonna fuck it into next week!" Mitch was growling now, deep-dicking his lover and grunting with each thrust.

"That's it, cub... POUND my ass! Fuck me full of your cub seed! Come ON!! That's my cubby!" Walt tried to brace himself on the slick mat but was slowly being moved across the floor with the heavy thrusts of the bear on his back. Mitch's consciousness was narrowing, closing out all perception of the room around him, focusing only on the sight of Walt's furry back directly under him, on the heat of Walt's gut surrounding his cock , and the friction on his shaft as he pistoned in his daddy bear's ass. Mitch slowly slid into an animalistic mode in which parts of his developing werebear brain and libido were awakened. He was gradually becoming more animal than human as he drove towards his climax. His only goal was to thrust, to penetrate and plant his seed as deep as possible. Walt struggled up onto all fours as Mitch began to jackhammer his butt, and Walt's large frame shuddered with each pounding. His belly quivered with each impact, slight ripples traveling up and along his sides. Mitch could feel Walt's prostate as he plowed in and out, could feel his tip flare as his butt and thigh muscles bunched and drove him in deeper. His growls increased and his balls tightened up against his crotch. His load boiling up and surging, he tried to yell out that he was cumming, but all that issued from his mouth was a deep, powerful roar. Walt joined his cub in his cry of triumph and shot his own load down onto the mat while Mitch was filling his ass with scalding hot seed. Mitch lost his rhythm as he pumped his last few squirts deep in Walt's gut and then collapsed on top of his hairy daddy bear.

The only sound for a few minutes was the heavy panting of both bears. Finally, Walt broke the silence. "Damn." A single word, but one filled with love and pride and just a little awe.

Soon, Mitch rolled off of Walt and over onto his back. Walt dropped to his side, much of his belly fur sticking, then pulling free of the puddle of semen his cub had fucked out of him. Mitch's eyes slowly refocused, and he looked at Walt.

"Its never been like that before... I..." Mitch broke off, and then started to laugh.

"What?" Walt asked, looking at the exultant face of his cub.

"I just realized... that's what they always say in those trashy romance novels. 'Oh, Fabio! I never dreamed it could be like this .' But its true! I've never had a fuck feel so goddam good before. I felt like I was pumping everything I had in me into you. I felt like I was becoming you... and you were becoming me." Mitch paused, and Walt put a paw on his side, stroking gently.

"I felt it too, buddy." Walt said.

"It was weird, though. There, at the end, I felt really strange. It was like I was smelling and hearing and seeing things different. I can't quite explain, but..." Mitch was stopped by Walt.

"I could hear it in your voice. You were becoming the bear, man. Just for a bit, but yeah, definitely; becoming the bear."

Mitch kissed his lover and said, "I tried to tell you I was coming, but I didn't seem to be able to get the words out."

"Yeah... you roared instead, don't worry I understood." Walt pulled his cub in close and the two fondled and cuddled for a while. Eventually, the congealing drips and puddles of cum sticking them to the mat and each other caused them to get up. Walt tossed Mitch a clean towel from the lifting area they used to mop up sweat, "Winner cleans up!" Walt grinned.

Mitch bent down and cleaned up the puddle. Walt tossed him a bottle with cleaning fluid in it.

"For the dried stuff; Coach would skin us if we left a mess." He said and headed for the shower while Mitch finished up. By the time Mitch got into the shower the water was steaming hot, Walt, already wet down pulled his lover into a kiss.

"Fabio? FABIO?!?!" Walt said with a 'what the hell?' look on his face. The two bears laughed as they soaped each other up and hugged, flaccid cocks rubbing against furry butts and bellies. The special feeling of soapy bodies rubbing together aroused them and they hurriedly toweled each other off and headed for the bed.

"I got an idea," Walt said as they pulled back the skins on the rumpled bed. "Let's spend the rest of the day fucking our brains out; we'll call it a workout. Deal?"

"Couldn't have said it better myself!" Mitch replied.

The next two times were filled with urgency and need, but as the afternoon faded to night, their couplings became gentler, more lazy. Finally the shorts naps extended to sleep. Outside, the snow continued to fall, blanketing everything with soft white silence.

The rest of the month passed more slowly. In spite of the intense horniness Mitch was feeling along with his increasing strength, he was also feeling a kind of lassitude.

"Its hibernatin' time, cub. I'm sleepy, too." Walt would often say when Mitch would yawn. Most of the afternoons were spent in bed, dozing or sleeping soundly. They would wake and play and often fuck; and Walt was proud of his cub's progress. His balls and cock were undoubtedly getting larger; and although they had backed off some on the workouts, substituting naps for weights, Walt could tell that Mitch's strength and endurance was increasing.

"He needs to layer on some fat now, store energy for his first change. I wish Vic was here, he'd know better than me how to handle Mitch when he changes." Walt pushed the worry from his mind. "Coach said it would be all right, that he'd be here in time and Coach is always right; well, almost always."

More days passed, and the pale light of January faded into February. The occasional warm day hinted that spring would come, but it was still snowy in the Tahoe Basin; winter wasn't done yet. Inside Vic's lodge, the fires burned brightly in the hearths. They both preferred a fire to central heat, especially on the cold nights. There was something primal within them, as with most, that wanted it... something very human in the need for fire. Indeed most nights the couple ate by candle and firelight, not so much for romance (though it was romantic) but to satisfy that need for fire.

Certainly there was enough wood to last, the bears' labors had seen to that. Walt, naked except for the soft cotton blanket wrapped around himself and his sleeping cub, flexed his biceps and pectorals. Chopping wood and all the other exercise had put mountains of muscle back on his huge frame. Coach was a wise old man. Walt smiled… "My ol' man" he corrected himself.

Walt yawned and stretched and Mitch stirred slightly. Walt's round belly fit comfortably in the small of Mitch's back. It was seven-thirty in the evening and he felt like dragging his partner to bed. Oddly, he didn't want sex now, he just wanted to curl around his cub and sleep… the sex would, predictably, come at two or three in the morning when Mitch woke and needed to cum.

What a horny beast he'd become! Probably no more horny than he himself had been with Coach, but waking up two, sometimes three times in the night to satisfy Mitch's 'need to breed' was something he just wasn't used to. Perhaps he didn't remember being so horny with Vic because all the sex had run together so much he lost track or that he was so frenzied in his need that he just didn't remember how often he'd done it in a night. Being with Mitch made him realize he must have done the same to Vic. No wonder the ol' man split before the cub started needing it often! Coach was fond of a good night's sleep and Walt was the Daddy after all. Walt wondered just how much of the preparation for Mitch's new identity was simply letting Walt baby-sit his cub. He thought about Vic hanging out in one of his other dens. No doubt, his ol' man was hanging out with some werebear buddies too. Probably drinking beer, smoking cigars and playing cards or watching sports… eating pizza with ice cold beer. Walt wanted a beer, but he wasn't going to disturb his cub to get it. Vic was probably having a grand time with 'the boys' while Walt was here alone. He followed the logic; the ol' man wants a deep bond between bear and cub, like the bond we share, that requires lots of time… alone. If Vic were here, it wouldn't be the same, Mitch would bond with us both just as deeply. He's my cub, he's been my cub all along. My ol' man has known that since high school!

Walt chuckled, "Sneaky ol' bastard!" he whispered so as not to wake his cub.

Walt stared into the fire as he lay on the couch stroking Mitch's furry chest and belly while the cubby lay in his arms. He remembered the fire he'd built almost four months ago in the desperate attempt to save Mitch. He remembered the flow from his wrist, the life giving blood from his body. Walt's fears were all but banished and still… visions of Eddie's face before he left that last day haunted Walt. He looked down at the naked hairy man he held; Coach was right, Mitch would be fine. A phrase came to mind, one Vic often used on him when was younger and changing, questioning, fighting against what seemed to be contradictory advice from the big silver and gold bear man; "Daddy knows best". Walt had even used it a couple of times on Mitch but not nearly as often as Vic had used it with him. Of course, he had only been twenty and had started questioning everything. Mitch was almost sixty; the need to question everything had been satisfied four decades ago and thus he patiently considered before he protested, if he protested.

Walt yawned again and looked over at the clock. Gods, seven forty-five! Was that all? It felt like at least ten. The wine with dinner earlier had helped that and so had the mead and apple pie for dessert. Vic's wine cellar was open to them both. Well, SOME of it was. There was an 'off limits' iron gated alcove in the cellar, which had some very old and rare vintages. It wasn't there so much for Walt and Mitch but for others. Should there be a break in, Coach wanted to make it as hard as possible for thieves. There were two prized bottles in that alcove that Monet himself had given Vic, the last of a case. At the time they were nothing, an ordinary vintage. Now they were priceless. The more common stuff Coach had out for consumption was nice, though. A number of bottles from the early sixties to mid eighties sat in the racks. The mead, however, was last year's. It was potent and sweet, a drink for bears. Liquid gold, Nectar of the Gods, beverage of choice in Valhalla; Coach brewed and bottled it himself and it rarely lasted more than a year after bottling.

Walt ran his fingers gently through his cub's beard; they'd both been much more lethargic lately. Walt, being the daddy, had to push his cub to exercise which was pretty hard being that he had to push himself too. Both had had their cranky moments, which lead to grumbling, which lead to wrestling to blow off steam, which lead to Walt pushing into Mitch, or vice versa now, which immediately calmed them, which lead to vigorous sex… House Rules! Sometimes they would do some weight lifting after a nap on the wrestling mat in the workout room but more often it just lead to going upstairs and sleeping.

He hadn't had to push Mitch to eat though. Mitch had gained almost a foot in height and a good hundred pounds in muscle and fat and was fueled up and topped off for his imminent change. Walt knew from experience he'd probably gain another three to six inches in height and fifty or so more pounds in muscle while burning a lot of his fat during the change. It was going to be somewhat painful for him, indeed that was why a bear needed his daddy during the change; to hold him, massage him, stretch out the new muscle, scratch his furry hide and best of all, to satisfy his primal lusts as the animal within took control and satisfied his hunger to mate.

His cub's first change was due in perhaps a week, probably much less. Vic had just a few more things to do before coming back to the lodge. He'd called yesterday to say he'd be back in three days.

Walt nodded off, but awoke to Mitch suckling on his cock. It was almost twelve o'clock and pitch black out; the fire was nothing but a few glowing embers. It was clear outside, he could see the stars but it was a new moon so no light from the windows. Mitch had him very stiff and came off him. He moved up Walt's body and growled, "Fuck me, Papa Bear." Walt needed no further encouragement. He pulled Mitch to his furry chest and spread his legs. They were face to face, Walt propped up against the arm of the couch, pillows under his back. Mitch reached back and positioned Walt for entry. Mitch must have used his precum or Walt's to slick his hole because he sank into his cub with great ease. Mitch moaned and wrapped himself around Walt, hunching his cock between their furry bellies. Walt noticed that in the last few weeks Mitch had been mostly nonverbal when fucking, making growling bear noises. He'd even made that motor noise once or twice while sucking Walt's cock, another sign that Mitch was almost a werebear.

Mitch had been making full use of his growing cock and balls. He wouldn't reach full size until after the change, but he was impressive now, having grown from six to nine inches in the last month and gaining a good amount of girth. Walt could tell that Mitch was going to be wider than usual and his balls were probably going to be as hefty as Vic's.

Mitch sped up in his thrusting against Walt's belly and growled out, "Fuck me Daddy! Fuck me hard!"

Walt never tired of that, being called Daddy lit fires in him that burned fiercely to fuel his lust.

"Yeah, you like that, don't ya cub! You like Daddy's big bear dick. You like me poundin' your furry ass. Show me how much you like it, you furry fuck! Ride my big bear cock!" Walt growled.

Mitch tightened the ring muscles and rode Walt faster; grunting with each thrust. Walt reached up and played with his cub's nipples. Savagely, Mitch pulled his mate to him and kissed, a deep rumble in his chest as he tongue-fucked Walt's mouth. He moved at a frenzied pace, moved from Walt's mouth and bit hard into Walt's shoulder. Walt lost it; he was bucking hard into Mitch. He threw back his head and roared, his voice slipping deeper and deeper into a low bass bear growl. He was starting to change while inside of Mitch and Mitch was moaning in response to the pleasurable expansion in his bowels. Walt shot load after load; Mitch plastered his Daddy's beard and chest with his own seed. Walt, suddenly aware of his change forced himself to relax, panting, squeezing the overstuffed back of the couch with one hand, reigning in his transformation. He'd only gotten as far as the first stages of metamorphosis, his face hadn't even started changing yet, but he could have easily given into the bear within and let the beast mate. It would have been very painful for Mitch and not just the fucking. Walt would have bitten into Mitch's shoulder and possibly broken a collarbone. He could have dislocated his shoulder while lost in passion by grasping him with his greater full werebear strength.

He hugged his cub to him tightly and in his deeper than normal voice rumbled, "Soon, my cub, soon. Soon you'll have me as a bear. You're bringing out my changes now; your scent, your ferocity, your wildness, I almost lost control. It won't be long." Walt smiled proudly and petted his love's beard.

Mitch sighed deeply, "I felt it again this time. I felt the bear in me coming out. For a moment, I thought I was going to start growing fur."

Walt, his vision still enhanced by his receding change, looked at his cub's face. "You did, a little. All over your face there was a fuzz. It's just now vanishing into your skin. You've got a day, maybe two, until you change." They lay together for a while longer, Mitch licking his come out of his love's beard and from his chest then sinking back down on top of his papa, who was still inside of his cub. Walt swatted his cub's butt softly, "Let's go to bed cub, I'm pretty fuckin' tired."

Mitch yawned, "Me, too."

The pair untangled themselves and padded off toward the bedroom. They fell into bed and soon both snored soundly.

It was about thirty minutes before dawn when Vic pulled up to the lodge in his truck. The kids were probably still asleep by the looks of things. He couldn't blame them, he'd been feeling the need for more sleep too. He stubbed out the butt of his cigar in the ashtray and got out of the truck. Santa had presents! He'd missed Christmas, but they were big kids so he figured they wouldn't mind getting the gifts late. He pulled a couple of parcels wrapped in brown paper out of the back of the cab. He reached for another box in the front seat, a carved cherry wood box, special made by a bear buddy who well knew his tastes. It had intricately carved grizzlies, black bears and polar bears all over it doing various naughty things to each other. They were all, quite obviously, male bears. It was filled, of course, with cigars like the one he'd just finished and the box even had a device in it to keep it at the proper humidity. Santa had been nice to Vic too.

Vic stomped the snow off his boots, noting the large amount of wood on the porch. He smiled, "Good bears!" He said as he unlocked the door.

It was a bit chilly inside, he set the packages down in the entry area and walked into the living room. He looked at the cotton blanket on the couch, picked it up and gave it a sniff. "Heh, horny bears," he said and gave it another sniff, this time to gain more information. "I think I got back just in time." He went over to the thermostat and adjusted it to bring up the heat to a comfortable yet still cool temp. There probably wouldn't be time for fires and lazy cuddling today. From the scents on the blanket, Vic figured today was the big day. Vic could hear snoring coming from his bedroom.

Papa went to the kitchen and started pulling out food. If Mitch wasn't already waking up starving, he would be as soon as the smells got back to the bedroom. He put twelve dozen sausages in a huge cast iron pan and put it on the stove. Ten pounds of bacon went into another huge pan. He put coffee on to brew and three dozen eggs were quickly cracked and whisked, ready to be cooked. He put bread in the eight slice toaster but didn't push the levers down. Vic walked back to his bedroom, the door wide open, he stood leaning in the frame looking at the two. Walt, as always, was behind Mitch, holding him close as if he'd get away. Vic thought, 'My boy is quite the muscle bear now and his boy is a gorgeous muscle chub!' The smells from the kitchen were just beginning to reach back this far into the house.

He looked Mitch over critically; the boy has grown! He was as tall as Walt and would gain a bit more. 'He'll probably be as big as I am by the end of it.', thought Vic. There were telltale signs of today being the day too. Mitch's ears were covered in light brown fuzz, his nose seemed darker and a bit wider at the end. The arm that stretched out from his body ended in a hand that had darkened palms and fingertips, the first signs of paw development. The outline of Mitch's morning wood under the sheet was more ursine than human, the head more flattened than the usual human 'helmet' shape and the boy had grown down there too! Vic guessed a baculum was growing within that rod. That could well be a feature of Mitch's morning wood today. It was funny, not everyone showed the same signs on the day of change. He had grown fangs first and his face had started to push out into a muzzle, his body had started growing bear fur. Walt's eyes had changed color first, he had grown a short furless tail and had lost his fingernails and started developing claws. Vic's musings were interrupted by a grunt from Mitch. His nose was twitching. "Food!" Vic smiled.

"Wake up boys, come help me make breakfast." Vic said.

Walt stirred, opened his eyes and yawned out, "Papa."

Mitch woke, smiled at Coach and scratched at his ear. He then got an odd look on his face as he began to feel the 'differences' all over his body.

"Looks like I got back just in time." Vic said as Walt began looking over his lover's changing body.

"I'm starving." Mitch said, pausing in his inspection.

"I bet you are, today you're gonna be a werebear." Vic said. "Now you two get up and get into the kitchen."

Vic turned and left, on the way dropping his jacket on the couch. He began unbuttoning his flannel shirt. He'd cook in his tank top and jeans instead of naked; bacon popped and splattered and he wasn't fond of the shower of hot grease.

Walt wasn't far behind after a quick trip to the bathroom. He was naked and put on the apron to guard his privates.

"What's your cub doing?" Coach asked.

"Looking at is reflection in the mirror." Walt began to call for Mitch and Coach put a paw on his cub's shoulder.

"Give him a few minutes. He needs to see the changes. You may have had only two things on your mind on your day," Vic grinned, "but your boy is a scientist. This is probably fascinating to him on many different levels. Has he been talking about his change from that viewpoint?"

Vic poured scrambled eggs into a large pan.

"No… he hasn't said anything about it from a professional point of view." Walt said. "He's asked me to change a couple of times, but I did the same remember. I wanted to see what I was becoming."

Walt was turning the sausages and moving the bacon around.

"He's been thinking about it though and in ways we wouldn't. I saw it in his eyes when we talked about the upcoming changes. He'd pause and I could tell he was trying to work it out in his head. Now that they're happening to him, he's analyzing them." Vic said.

The two were talking quietly in the kitchen while Mitch walked down the hall and added to the conversation.

"Well, actually," he said as he came into the living room, "I've been thinking about it since I first saw Walt change." He smiled. "Seems my hearing has been somewhat augmented too." Mitch said pointing to furry round bear ears on the side of his head. Chocolate brown fur was beginning to grow all over his face and his nose looked decidedly more ursine. "Was it that obvious that I was keeping a lid on my professional curiosity?" Mitch moved into the kitchen.

"Fairly, though my boy didn't notice. I'm an older bear and not much gets past me." Vic said. "I could see the gears turning, figured you just needed to work it out for yourself. So, have you worked it out?"

"Not everything, I've got some good ideas, but they'd need testing for conclusive evidence. The DNA analysis would be fascinating." Mitch sipped some coffee. "In a way, it's too bad I'm retired. I'd have access to a lab and proper equipment. You can't do this kind of work at the kitchen sink. But I've been thinking about it a lot, and I guess it's really better this way. If I did this at the lab, it would be noticed and I don't want that. It would be dangerous for our kind. If it's recorded, it can be copied, transmitted, reanalyzed… exploited." Mitch said.

"I told you, you had a bright one." Vic said.

Walt smiled, "Our kind." He repeated and leaned away from the stove to kiss his love, turning with the skillet and spatula in his hands still over the stove.

There was a growl from Mitch's belly.

"Breakfast will be done in a minute or two." Vic said.

"I think it's done enough for me right now." Mitch said looking hungrily at the huge amount of food. "So what are you guys having?" He smiled a pointy-tooth smile.

"Apparently just coffee and toast." Vic said with a grin.

The three sat to eat, most of it was consumed very quickly by Mitch, though the other two did get some of the goodies. After finishing, Mitch leaned back in the chair and patted his furry round belly. Through breakfast he had continued to change and now he looked something like a real live Teddy Bear being that his face hadn't grown into a long muzzle yet. He scratched, something he'd been doing periodically through breakfast, and yawned. "I need a nap." Mitch said got up and headed toward the bedroom.

"No, no!" Vic said, "You're not ripping up my nice expensive silk sheets and goose down pillows. Down to the basement. We've got 'The Changing Room' set up with some sturdy furniture, some comfy cheap sheets and leather restraints if you're into that sort of thing." Coach smiled.

"Restraints?" Mitch asked, somewhat worried.

"Some bears go a little wild during their first change. A good stout muzzle, a harness, leash, and some leather mitts; they can keep them from completely trashing the place; even got a grizzly sized sling down there. Some of my friends like to do the Circus Bear thing every so often when they're playing with me." Vic grinned evilly and looked at Walt. Walt blushed.

"Walt?" Mitch said in his now deeper voice and smiled.

Vic chuckled, "You mean you didn't tell him?"

Walt, still seated at the table studied his toes for a moment. "Well, I thought we might explore that area of my sexuality after my cub changed, Papa."

Vic leaned over and kissed his cub. "He had to find out sooner or later, but I'm sorry I let the cat out of the bag."

Mitch walked over and scratched gently at Walt's back with growing claws. "I never would have guessed." Walt looked up at his cub. "Could be a lot of fun!" Mitch said.

Walt smiled.

Mitch took a step back, not breaking contact with Walt's eyes and said, "Wouldn't happen to have a unicycle down there, would ya Vic; maybe a whip and a chair?" Walt's eyes flashed and he was up out of the chair, Mitch was already running down the hall and headed for the stairs to the basement, Walt right behind him.

"Cubs." Vic said and shook his head. In human terms, these were full grown, mature men; but in were terms, they truly were just 'young'uns'. He stood up and followed the pair; sipping on his coffee as he walked into the living room. He downed the contents of his mug, set it on the coffee table and stripped out of his black tank top, jeans and engineer boots. He stretched his furry naked body. "Better get on down there before the fun starts." His cock was inflating as he scratched. He reached for the ornately carved cherry wood box and retrieved a cigar. He pulled the lighter out of his jeans, cut the end off with his guillotine cutter and lit up. He was changing into his half form as he got a good amount of ash on the end. He lumbered toward the basement, gold and silver glints of light in his growing fur from sunlight streaming in through the windows.

Chapter 11

The cubs were already roughhousing on the wrestling mat, Walt was half form, which was a little unfair but Mitch didn't seem to mind. In fact, he seemed to be enjoying the struggle because it was a little uneven. Vic came down the stairs and sat in a stout chair in half form and watched the cubs wrestle. He began stroking, looking at the hard-dicked cubs grapple. This was good for Mitch; the activity would help his change. With his adrenaline pumping he'd notice less of the pains that came with the transformation and Walt would ramp it up, changing a little more to keep ahead of him, keep him focused on winning and not the aches and itches. He knew; he'd done it to Walt.

Vic was well worked up, using his thumb pad to work the precum over his flattened head. He sat and edged for awhile, enjoying his cigar, teasing pre-come from his cock, smearing it down his huge length, playing with the flattened head. He remembered his first time seeing it that shape back at the farmhouse 140 or so years ago. He was fascinated; he couldn’t remember how his cock had looked before, whether its current human shape matched his pre-change human shape. Hell, he'd even forgotten how his face looked before. He vaguely remembered it being narrower, the chin more pointy. His body certainly wasn't nearly this big. He hadn't been spindly, having grown up on a farm; but he certainly hadn't been as beefy as he was now. Becoming were built bigger bodies to handle the change. He stroked his member, grunting, shivering in pleasure as he thumbed the head. He remembered he'd been rather well endowed before. He hadn't known that until he'd joined the army. His father was a Baptist Minister and any discussion of the sins of the flesh or anything having to do with committing those sins was strictly forbidden. He'd never even seen his dad's meat. Most boys need to see it to compare and understand, but his father strictly forbade that kind of sinful knowledge. Guys in the army had noticed Vic's meat and some stared in envy at the latrines… a few had stared with lust. Vic was taking long slow drags on his cigar as he mused on his past, stroking his meat with pawed hands, feeling the rough texture as the rough finger pads caressed his sensitive head, petting it with his padded palms. He was brought out of his dreamy state by angry roaring.

Mitch had Walt down on the mat, face to face; the two of them were almost full bear shape. Walt was a little further on in the change than his lover. Mitch was snapping angrily at Walt and Walt was holding him off, trying to calm him down. Vic stood immediately and yelled at the top of his booming bass voice. "Mitch!"

Mitch didn't seem to hear. Vic stuffed the cigar back in his mouth as he strode over to Mitch in two big steps. He grabbed Mitch, sticking two fingers in his flared black nostrils and pulled up, Mitch's head followed the fingers up and away from Walt's face and he was soon looking into the glaring brown eyes of Coach.

Coach boomed around the cigar in a commanding way. "Stop!"

Mitch roared and gnashed and tried to break free from the nostril hold.

Vic smacked Mitch on the head soundly, three times, using hard semi-pawed blows. "I said stop, damnit! Mitch, get control of yourself!" Coach was shifting, if he needed to wrestle Mitch down, he'd have to be full form.

Mitch stopped and looked into Vic's eyes, awareness slowly coming back into his own. He calmed down and snorted. Vic withdrew two snotty fingers. Mitch, almost completely in bear shape now sat on his haunches. Vic rubbed the snotty fingers on a nearby towel. Mitch's thumbs had all but receded into his paws. His eyes were chocolate brown and his fur was long, thick, and a deep dark brown-black with silver highlights almost like frosted dark chocolate. His full fanged muzzle was almost at its completed length. He had the muscular grizzly hump on his back and his penis was enormous, just as long as coach's cock when coach was a full bear but about half again as wide. Huge balls hung in the fuzzy sack beneath. Mitch tried saying something and it came out as an odd ursine verbalization full of growling wuffles and deep whining noises; the werebear tongue.

Coach nodded and replied. "I know you're sorry. It's OK, just sit there and rest." He patted Mitch on the side of his head, kissed his muzzle and gave him a very tight strong hug. Mitch raised a foreleg and hugged coach back and then released him.

Mitch sat, rubbed his face and scratched it with his front paws like a bear would, no doubt still itching as his change progressed.

Coach turned to Walt, who was now back in half shape.

"What happened?" Vic asked. "How did this go from playin' to fightin'?"

"It was my fault, Papa; I accidentally kneed his balls in one of the holds. I was trying to break out of a lock Mitch was using. He let out an 'uuuff' and the next thing I know he's trying to bite my head off." Walt said. He looked over at Mitch and said. "I'm sorry buddy. I…" Suddenly, Walt was interrupted by a deep booming laugh. Vic was roaring with laughter. He was on his back, rolling from side to side in uncontrollable glee, occasionally pointing at Walt and laughing more. Finally, he'd regained his composure.

Walt was sitting on his butt, arms folded, waiting; almost pouting. "What's so funny?" Walt said with an edge of irritability. Mitch was continuing to scratch during Vic's hysteria, stretching occasionally. Neither noticed that he'd gained complete grizzly form and was lying belly down with his legs splayed out behind on the mat. His head lay on his front paws crossways like some very large dog as he listened to the exchange.

Coach put the cigar back in his mouth, puffing it back to life, and chuckled around it, "What's funny? I don't think I've ever heard of a papa bustin' his cubs balls during his first change. This has to be a first… well, at least as far as I know. No wonder he went berserk! You were trying to bring out his bear. Well, you brought out his bear all right, and his bear was PISSED!"

Walt was embarrassed and had it not for the fur on his face, it would have shown.

Vic scooted over to Mitch who raised his head. Vic got into a kneeling position before Mitch and hugged his big furry head to his chest, petting it. "There, there. Your Daddy didn't mean to crush your nuts." He snickered. Mitch looked over at Walt around Vic's belly and chuffed at him (the ursine equivalent of sticking out your tongue), then looked back up at Vic and licked his balls. Vic growled softly, "Yeah, grandpa is here… It's gonna be OK. I'll make sure he keeps his knees to himself."

"You shit-head…" Walt growled and Vic snickered some more.

Upstairs the phone rang, but all on the wrestling mat ignored it. The answering machine took a message.

"Come on over here and put your dick in your cub." Coach gestured to Walt, "You know the ritual; first bearfuck an' all that. You boy is already makin' me happy." Vic moaned as Mitch took his full cock into his muzzle and made a low growl that sent pleasurable vibrations down Vic's shaft and right to his brain. Mitch was sucking Vic's cock with the same ursine expertise he'd learned from Walt.

By now Vic's cigar was down to a stub. Not having an ashtray available, he winced as he stubbed it out on his paw. The burn healed quickly enough and he wiped the ash on his thigh fur. He tossed the butt on the stone floor outside of the mat.

Walt came behind Mitch and began petting his rump. Mitch turned his head toward Walt and growled.

"It's OK, the bad man won't hurt you." Vic said. He and Mitch were having some fun with Walt.

Walt flipped Vic off and Vic grinned. "Later buddy, your cub needs that now."

Walt moved in close to Mitch's crotch. "How about if Daddy kisses it and makes it better?" Walt said to Mitch.

Mitch let out what could only be described as an ursine chuckle. He took his mouth off Vic's cock and rolled over on his back, spreading his legs. He looked down the length of his muzzle over his thickly furred barrel chest, over the firm round bear belly and let out a pleasurable growl.

"Yeah, I thought you might like that idea." Walt said and bent to begin licking Mitch's balls. Mitch wrapped his long tongue around Coach's balls and began licking. Soon Mitch was suckling Vic, making the motor noise and Walt, shifting to full form, was taking Mitch's thick root down to the base. Soon, Vic too was in full grizzly bear form. Vic grunted and shot several thick loads down Mitch's waiting maw. The scent and taste set his senses off and this brought Mitch to climax. He pumped the last remnants of his human DNA into Walt's muzzle where it was eagerly consumed. Nothing of the old Mitch was left, his new bear seed quickly pulsed into Walt's waiting muzzle, rushing down his throat chasing the old seed; Mitch's metamorphosis was over, he was a completed werebear. Walt came off his cub and in those ursine vocalizations he'd used months before, told his cub to roll over and stand on all fours. Mitch complied. Walt positioned himself, rose on his hind legs and moved over his mate. Meanwhile, Vic moved beneath Mitch, lay on his back and took the cub into his mouth. Mitch took the opportunity to suckle grandpa again.

Walt was lined up, his leaking bear cock rubbed at Mitch's hole. Walt pushed and was not greeted by much resistance at all. Mitch pushed out against Walt's cock; Walt sank in like a sword into its sheath. Mitch was making the pleasure sound again, indeed, all three bears were making that sound in slightly different tones. Walt humped into his lover, slowly, taking his time. His huge bear cock luxuriated in the feeling of the hot velvety inside of his bear cub. His grip around Mitch's furry chest increased as he sped up. Walt wanted to shoot, to fill his cub full of his werebear essence. He began to bite at Mitch's neck and this spurred Mitch on to thrust back more enthusiastically. Mitch sucked hard on Vic's swollen member, demanding his reward and Vic quickly gave up more of his thick seed to the cub; he had plenty more left. Vic was using his enhanced tongue length and his considerable skill to give Mitch the most incredible blow-job he possibly could.

Walt's pace increased, he was jack-hammering into his cub. His jaws clamped down into the muscled hump on Mitch's shoulder. He was close. Is strokes slowed, were longer but drove in with more power. Vic, still suckling on Mitch's cock reached up with hind legs and raked through Mitch's belly and chest fur all along the double row of bear nipples buried in his chest and belly fur. Mitch let out a long growling moan; Vic raked over the area repeatedly, dragging his hind claws through the dense dark chocolate brown fur. The stimulation to Mitch's cock increased as Vic sucked the long thick rod down his throat and stimulated the huge balls with his tongue. Mitch was on the edge. Walt behind him was humping irregularly, his rhythm erratic at times. Vic however, was now completely recharged and ready to fuck again, but that could wait. Vic enjoyed 'sloppy seconds' as much as 'first fuck'. The growling from the mating pair became louder, more urgent and Vic decided he'd push things along. He pulled off to just the tip of Mitch's cock and began intensely licking and sucking the flared head. That was all it took; Mitch let out a little whine and then roared as he shot down Coach's muzzle. The sudden clamping of his anal ring on Walt, who was near the edge, pushed him over and Walt too let out a long growling vocalization that Coach's ears understood as a string of obscenities but would sound like bear noises to anyone else who wasn't 'Bear Kin'. The sweet torrent of bear seed pumping into Vic's muzzle slowed. Vic loved the taste; Mitch tasted musky and ursine and from now on, even in human shape, he'd taste that way. Vic breathed in the musky scent and was happy. His boy had a cub and he had a grandson… 'another grandson', he corrected.

The three separated and cuddled, slowly returning to their human shapes. The first word out of Mitch's mouth was, "Fuck"; followed by a stream of compliments. Walt laid by his cub quietly, stroking him; pride shining in his eyes. He looked over at Vic and that pride shone in his eyes too, he was very proud of both generations of his line.

Vic looked over the new werebear. Much had changed in the transformation; he was taller and wider than his Daddy. Proudly, Vic thought, 'he looks like me!' His coloration though was more close to what it had been when he was younger. His mostly white beard with the black salt and pepper mustache had darkened. His beard was mostly black now with gray in it and just a white patch under the lower lip remained silver bordered by a thick black mustache on either side of his chin. He looked about ten to fifteen years younger than he had a month ago. The change rejuvenated, it was why you waited until after it to fix the new identity paperwork in its final form... photo id's and descriptions had to match. Mitch was solid muscle now, having burned most of his fat up. He would gain back some of the fat, they all did and it looked so good on a werebear. Vic doubted that Walt could take Mitch down now using sheer weight and muscle, he'd have to rely purely on skill and as to that, Mitch was almost an equal. Papa Walt was in for a good bit of bottom time by the looks of it.

Mitch was babbling, obviously full of nervous excitement, his cock was at full mast as he gesticulated and rambled on. Occasionally, around the nods, Yep's, and Uh huh's, Walt would look over at Vic and smile as his cub went on with his description of how what had just happened felt and he'd smile a knowing smile, 'Papa to Papa'.

Eventually, Mitch calmed down and they lay there on the mat, languidly stroking, kissing and nuzzling each other. Finally, Mitch said, "Well… I'm ready for round two!"

Vic laughed, "Of course you are. We should take it into The Changing Room though. You two didn't make it in there due to the outburst.

Mitch blushed, "I’m sorry for losin' it."

Walt reached over, "It's OK buddy. First change makes you very unstable. The Bear is very much out and about in your mind and you reacted the way any wild grizzly would when kicked in the balls. Don't worry, you'll gain control over your bear quickly, men changed later in life do, don't they Papa?" Walt looked to Vic.

"Yep! Not that I would know personally, I was changed at about the same age you were, so I used to run amok in the woods with my Papa chasing after me until I came to my senses, but that was a lot easier to do back then. I had to chain you up so you wouldn't run around in the city in bear shape, probably explains your fondness for the Circus Bear gear." Vic grinned, "Wanna slip into some of those restraints now, my cub? It IS after your cub's first change now."

Walt grinned, "What do you say, son? Care to tie me up, muzzle me, and fuck?"

Mitch smiled, "You're a kinky ol' man, aren't you?"

Vic laughed and patted Mitch's cheek, "Just like his ol' man, just in the other direction… I mostly like to do the tying and muzzling."

The three walked out of the exercise room and down the short hall to the Changing Room. Vic went in first to turn on lights and unlock the cupboards. Mitch came up behind Walt and stood behind him, hugging him from behind and forcing his thickening cock in between Walt's butt cheeks. Walt chuckled and bent over slightly and pushed back, so Mitch's tip was nearly in his slick hole.

"Horny cub! You want in almost as much as I want you in!" Walt growled.

Mitch hugged his papa bear and whispered, "I'm a little worried. I've never done anything with chains or restraints.... or whips."

He turned and gave his cub a smooch. "Don't worry. It's all for fun Just watch what we do. Anyway, I know your cock knows what to do!" Walt reached down and gave Mitch's newly-enlarged penis a squeeze. They followed Vic in.

Mitch looked around. "I can see where this would have been a better place to change." He rubbed his hand over the soft padding on the walls. The floor covering looked and felt like fur. A sort of neutral color, so that any shedding done by bears, playing or changing, would go unnoticed.

"I had all this done special. Its a good place to play as well as change. All the comforts of home," Vic said, rattling the chain on the sling. A large comfortable bed, bear-sized, was against one wall, close to the sling.

"No matter how wild you got, you couldn't hurt yourself during your first change here," Walt said, his arm around his cub. "An no matter how loud you got, no one outside would hear." Vic nodded.

There was a large padded bench in the middle of the room, the shape not at first indicating its use. Mitch eyed it, and the padded cuffs, a little nervously. Several muzzles hung on the walls. He turned to say something to Vic and saw that the big blond bear was already in half form. He turned to Walt and saw that he had started to change as well. Walt reached out to him.

"Mitch, you can change whenever you want now. You have to learn to control it, but it IS under your control. You just need practice. Just think about being a bear. Remember what you felt like when you started to change this morning? Try to recall that feeling, really picture it in your mind."

Mitch tried and failed at first, his body ached and his muscles were sore from his change and this served as a major distraction. Walt stepped up to his lover, wrapped a paw around the back of his head and drew him into a fierce kiss. His tongue penetrated Mitch's mouth and played with Mitch's tongue, then he sucked Mitch's tongue back into his own mouth. Mitch responded, gripping his papa bear's thick body with his arms and returned the kiss with interest. Suddenly, he felt himself beginning to change; it felt like a replay of what he had gone through earlier in the day, but this time greatly speeded up.

Mitch grunted as he changed; it was painful, but not quite as bad as the first time. He remembered Vic saying that it would be until his body got used to shifting. After that, transformation was actually pleasurable.

"That's my cub!" Walt crowed, as Mitch reached half form before his eyes. "Now, how about you get some of the gear from the cabinets and bind your Papa down to that fuck bench over there." Walt smiled and pointed to the extremely stout specialized piece of steel and oak furniture that Mitch had noticed upon entering the room. It was bolted to the floor and had eyebolts around it in various places. It looked like some sort of medieval torture device, except it was heavily padded for comfort. It was adjustable to fit different body sizes. It had drawers in places, for equipment Mitch guessed.

"I'm not so sure about this, Walt. I don't want to hurt you and I'm really not into bondage." Mitch replied.

"Please, for me?" Walt looked at Mitch, "I'm not asking you to hurt me, I'm asking you to bind me, to make me immobile and then give me the same kind of fucking you've given me before. Not sure I can explain the feeling to you, but I'll try." Walt paused and thought, "I enjoy the feeling of helplessness, the feeling that you or Vic is in charge; the feeling that nothing bad is gonna happen because you won't let it happen. Everything you do to me is gonna be to make me feel good."

Vic had moved up behind Mitch, placing a paw on the cub's shoulder, a fat smoldering cigar in his muzzle, an ashtray in his paw, both retrieved from upstairs. He'd heard the last part of the exchange.

"You have to understand, Mitch, my boy here likes to be 'the cub' sometimes. He wants to be helpless, he wants to give up his control, he wants to be cared for and that's probably a lot my doing; though I didn't intend to imprint it on him. When Walt was changed, we lived in a small college town and when he changed I had to keep him down in the basement. I couldn't risk him getting out and roaming around town. I had to tie him up, muzzle him… had to sound proof the basement too, which cost a pretty penny." Vic paused and drew on his cigar, "It's like I was telling you earlier, he was my wild child when he was in bear shape, and didn't have the amount of control you have because he was changed in his early twenties. Hell, even you struggled there for a bit! To make it easier on my cub, I distracted him with a lot of bearsex while he was tied. It made him very happy, very docile and I guess there was a natural association formed between being bound and sex."

Walt took Mitch's face in his hands and looked into his eyes, "You see now why I learned to love being tied up and fucked.? My Papa cared about me, was protecting me from myself. It wouldn't have been good if I'd gotten loose. Eventually I grew out of my wild phase, I learned to control myself and didn't need to be tied down and muzzled, but the feeling of security and love being bound gave me still turned me on."

Mitch sighed, "OK, I'll tie you up."

"How 'bout I tie and you help. I'll teach you how to get him bound just the way he likes to be. Papa Bears go to a lot of trouble makin' cubs happy, you know." Vic said with a wink, puffing on his cigar. Mitch reflected on how much care Walt had lavished on him during the last four months and knew it was true. He also realized that a cub should care for his Papa just as much.

"OK boy, get your furry butt on that bench now!" Coach growled out. Walt quickly made for the padded bench, his erection bouncing as he moved. He lay on the bench and put his arms and legs onto the supports.

Walt was still in half form. Vic took a large paddle from a hook on the wall and whacked Walt's bottom twice. "You know you're supposed to be changing to full bear, now get to it!" Vic whacked him again and Walt growled.

Mitch was taken aback by the sudden change in Vic's demeanor.

"Bad cub!" Vic whacked Walt again, "Don't you growl at your Papa!"

Walt hung his head over the bench edge submissively.

"Yeah, I didn't think so." Vic growled and drew on his cigar.

Mitch looked at Vic, his face showed shock and disbelief.

Vic smiled. "It's a game we play. Look at his cock." Mitch looked at the cock sticking out from under his heavy balls; it was oozing copious amounts of pre come. "He loves being a naughty cub and of course I have to find reasons why he's naughty and if I delay too long, he'll do something to be naughty so he'll get whacked again."

Just then Walt looked back and snorted. Vic whacked him twice across both round butt cheeks. "No sass from you!" Vic growled and then turned to Mitch, "See what I mean." Walt growled again. "Keep it up and I'll put the muzzle on!" Walt roared and Vic shouted, "That's it!" He whacked Walt across the butt again. "Bad cubs get the muzzle!"

Vic reached into a cabinet and tossed Mitch a muzzle.

"Put this on him, he's talking back and needs to learn to be quiet when he's told." Vic said. He winked at Mitch and whispered, "Play along, he'll love it."

Mitch approached the grizzly's head. Walt snarled at him and Mitch recoiled. Vic heard the snarl and got in Walt's face.

"What did I tell you boy!" He boxed Walt's ear. "You listen to me or I'm gonna spank your bottom!" In an even tone he said to Mitch, "Put that muzzle on him, son." He turned back to Walt and said reproachfully, "You're a bad cub!"

Mitch put the muzzle on his lover and Walt looked up at him, and surprisingly, Mitch saw love glowing in the big ursine brown eyes. Mitch pulled the buckles tight. The leather showed just how often it had been used by the indentations of the buckle on the straps. The name 'Walt' was tooled into the leather with an expert hand. Mitch could tell the muzzle was many years old, yet lovingly maintained. Mitch reached down and smacked Walt across the leather clad muzzle.

"Be good!" He ordered.

Vic smiled, "That's it! Now help me tie this big furry fucker down."

Mitch hadn't concentrated this hard on tying knots since he was in the Scouts. Soon Walt was firmly secured; the stout nylon climbing ropes were anchored to thick eye bolts in the floor around the bench. Coach and Mitch stood, admiring their work when Walt let out a long low, menacing growl.

Vic barked, "You just don't learn, do ya boy! Well if you won't shut up, I'm gonna have to stuff your mouth and make you shut up!" Vic was hard, had been since he'd ordered Walt to get on the bench. 'Perhaps Vic had learned to like tying his cub up as much as his cub had learned to like being tied?' Mitch thought. Coach moved to the front. Mitch had noticed that the muzzle was loose around Walt's jaws. He'd wondered what the point was in that when it became obvious; it allowed Walt to open his mouth just enough to accept Coach's huge cock. Coach pushed his cock into Walt's mouth and began a long, slow piston action. Walt was making that motor noise again.

"Yeah, suck that bear cock boy!" Vic growled around his cigar. "You gonna be a good cub? Gonna suckle Daddy?" Vic stroked the side of Walt's furry face. "Your cub's gonna fuck your ass while I fuck your muzzle. We're gonna fill you at both ends." He looked over at Mitch. It hadn't quite clicked yet, that he was supposed to do something, so Vic pointed to Walt's rump and said in a soft loving tone. "Your cub's gonna fuck your ass with his brand new huge grizzly cock. Gonna fuck the fight right outta you and, if you're a good bear, we'll untie you later for a nap, but only if you're a good cub, got it?"

Vic winked at Mitch who had positioned himself behind Walt's furry rear. He lifted the stubby tail and nuzzled his drooling cock head against the hole. "Change to your full form now, son." Vic smiled a toothy smile, "Your Daddy here like's it hard and rough when he's tied down."

Mitch focused on completing his change. His muscles strained and his bones ached with the effort as he slowly took on his full grizzly form. His cock pushed into Walt's furry rump as it grew bigger. The baculum gave it rigidity and he found he only had to lean forward a little to penetrate his papa fully. Feeling the higher heat of a werebear metabolism on his meat caused him to grunt and begin a low, steady growl as he pushed forward, deeper into his bear. He paused, savoring the full range of feelings he was experiencing; his enhanced werebear senses, the heat of his lover, the strength of his body and the endless virility he felt as he began a steady fuck rhythm.

He growled louder as Walt squirmed. He put his paw down to pin Walt to the bench, and when Walt continued to wiggle, he raked his claws down the bound bear's back. Blood pooled in the scratches and congealed. Under the thickened blood, the scratches were already closing. Walt began to struggle again, and Mitch withdrew his bloated bear cock, then shoved it in, hard and deep. When Walt stopped struggling, Mitch returned to pumping his ass and massaging his enlarged prostate with his rigid meat. When Walt started to struggle, Mitch withdrew. If he had been able to speak, he could have said that the only way Walt was going to get a nice steady fucking was if he behaved; if he fought, no fuck. But Mitch's actions spoke plainly enough. At the sidelines, Vic was grinning broadly.

Relieved of the need to use his strength to dominate his lover in a physical contest, he used his weight to drive himself deeper into his papa's ass. He worked his pole in and around, exploring every part of Walt's butt. He would hammer his ass for a bit, then ease off and shift so his rigid member could rub and probe new areas, then return to ass-pounding. His paws alternately held Walt down and hauled back on his shoulders. What should have been loud slapping sounds as he pummeled Walt's butt were curiously muffled because of the thick fur both sported in their full bear forms.

As his climax neared, Mitch once again felt his sensory awareness narrow down. He was only conscious of his cock and Walt's ass surrounding it. That, and the need to fill that ass with as much bear seed as deep as he could pump it.

His roar of triumph when he shot rattled the chains on the sling and caused the end of Vic's cigar to glow brightly. Coach's puffing increased with his lust as he watched his cub and grandcub mate.

Mitch sank down on top of his papa, momentarily winded. He stroked Walt's sides and nuzzled his neck, licking the area he had bitten in his frenzy moments before. Walt whined and rumbled under his cub. Thick ropes of bear cum dripped down from the sides of the bench.

"Heh! Cub, you fucked the cum outta your daddy! Lookit that!" Vic laughed, and ruffled the fur on Mitch's back. Mitch turned his head and did his best to smile. Vic began to change as he walked around in front of Walt and motioned for Mitch to follow. "We got one more bit of 'discipline' for my wayward boy here."

Vic looked at Mitch and smiled before he completed his change. "Son, I know you were interested in me back in school. I saw the looks..." Mitch started as Vic continued. "Yeah, I saw. You were real good at hiding them, but I saw. I couldn't let you know it was OK. I would never have touched one of my students, I couldn't even speak to you about how your liking guys was all right. I wanted to tell you, but I couldn't. I wanted to take you into my arms and hug you so bad, tell you there was nothin' wrong with you." Vic paused and put a paw on Mitch's arm. "I couldn't ever be intimate with any of my students, it would have been so very wrong, a betrayal of trust, but son..." Here Vic took Mitch's bear cock in his big paw and gave it a firm squeeze, "you ain't my student any more; you're my boy's boy and now, I want you to fulfill your desires. You're gonna fuck The Coach... and my cub here's gotta watch without being able to do a thing about it."

Vic stubbed his cigar out and got down on all fours in the classic bearfuck position. "Take it nice and slow, Mitch... make it last. Let him see your thick, wet meat slide into my furry ass nice and slow-like. Pull it all the way out so's he can see your precum drip. Use that tongue of yours to get my hole all sloppy and wet, then tongue-fuck that asshole so its nice and open for your cock. Be sure he can see it all. THEN FUCK MY BEAR ASS LIKE YOU MEAN IT, SON!" Coach rumbled deeply.

With that, Vic changed into full form and braced for the onslaught.

Mitch was a fully formed werebear now, strong and confident; but he knew orders when he heard them. More than willing, he did everything his coach and grandpa told him to. He pushed into Coach slowly and Walt watched Mitch's long bearcock slide slowly into his Papa. Vic growled with pleasure, Mitch joined in making for an erotic ursine duet. Mitch might have thought about the fact that he really was fulfilling a fantasy that had fueled endless adolescent hours of whacking off; but instead, he thought about how what he was doing was giving himself pleasure, and how it was also giving pleasure to Coach and to his Papa; the two most important people in his life. He loved them both and he knew that love was returned measure for measure. Walt whined, his cock drooling out pre come as he watched his Papa and his Cub mate. His body tingled and his hunger grew. Mitch looked over and saw the hunger in his lover's eyes and knew that he was also receiving pleasure from his denial of participation. Coach was growling and grunting with gusto as his butt was reamed by Mitch's thick cock. Mitch pistoned in and out, slowly at first but building to a frenzy. Walt was drooling with appreciation at both ends, licking his muzzle as best he could through his facial restraint as his eyes feasted on his cub and his daddy fucking in front of him.

Mitch felt the golden fur beneath him, it's softness, it's warmth. He thought about the man, the bear, the fantasy beneath him and how through all the years he hungered for him, how he wanted to give himself to him and now the Coach was giving himself to the the young man who had wanted him since high school. Mitch began fucking rapidly, erratically, the growling increased and Mitch followed his instincts and bit into Vic's shoulder as he unloaded into Coach. Coach roared and shot his seed all over the floor. Both collapsed, panting and growling softly.

After lying together in the afterglow and changing back to half form, Vic said, "We better untie your pa, he wanted to play with you while I fuck."

Mitch rose and unbound Walt. Both bears picked Mitch up and put his half form body into the oversized sling that hung in the room diagonally to the oversized bed. They placed the restraints on loosely to give Mitch room to grow into them as he changed back to full grizzly form.

Walt lay back on the bed and watched, slow stroking as Vic began.

Mitch shifted into full grizzly bear shape; some of the straps strained against the change and Vic loosened them accordingly. Eventually, Mitch's limbs were completely restrained. Vic ran his half form paw hands all over Mitch's furry inner thighs. Mitch let out a deep 'Uuuuff'.

"Like that don't ya?" Vic growled, he lined his cock head up with Mitch's furry hole and in one swift move was balls deep inside Mitch.

Mitch's cock jumped and shot out a blob of precum onto his belly fur, he let out a surprised grunt; but soon, as Vic slowly pulled out and pushed in, Mitch was once again grunting in pleasure, squeezing his anal rings tightly around Vic's huge member.

Walt was watching, his cock completely hard. He, too, had transitioned into half form and decided that he'd join the fun. He got up from the bed and moved over to the sling. He ran this paws through his cub's chest fur and caressed his muzzle and finally bent over and took Mitch's length into his throat.

Vic growled and began thrusting harder into Mitch, the boy was a werebear now and could take the fucking a werebear could give him. Over the years, Vic had learned to fine tune his transformation. He could change selected parts of himself to full form. Walt hadn't learned that yet and was still practicing it. Vic figured it was something that came with the fuller development of the werebear brain and you had to be an older werebear to do it, much like the more rapid transformation that was possible with a body that had been changing for more years; it became much easier and faster to transition from one state to another. What this meant was that Vic could change a hand, foot, ear, his nose or whatever without the rest of his body changing. He had not quite the control older werebears had, who could keep the rest of their body in human shape and change a selected finger, but with each passing decade, his control increased. Right now, he concentrated on changing his genitals.

Vic growled and began thrusting harder into Mitch. The boy was a werebear now and could take the fucking a werebear could give him. Over the years, Vic had learned to fine tune his transformation. He could change selected parts of himself to full form. Walt hadn't learned that yet and was still practicing it. Vic figured it was something that came with the fuller development of the werebear brain and you had to be an older werebear to do it, much like the more rapid transformation that was possible with a body that had been changing for more years; it became much easier and faster to transition from one state to another. He had not quite the control older werebears had, but with each passing decade, his control increased. Right now, he concentrated on changing his genitals.

Inside of Mitch, Vic's cock grew longer, thicker and the semi-helmeted head became completely flattened and the baculum within grew thicker. Vic's balls and prostate ballooned. Mitch moaned in pleasure as he felt the fullness inside of him increase. Walt alternately teased each of Mitch's four nipples as he sucked his cub's cock.

Now the serious fucking could start. Vic began pounding into the cubs furry ass, varying his speed, changing his angle, pulling completely out and then thrusting in with great force. Vic had greater stamina than his younger partners, another benefit of being an 'elder' bear. Mitch squeezed on the cock with all his strength and Vic growled out in a appreciation, "Fuck! That's it boy, grip me like a bear!"

Walt moved off his cock and down to Mitch's bear balls, sucking and rolling them around in his short bear muzzle. Mitch began to buck, tremble in pleasure, he was close to shooting but Vic kept pounding into him, his even steady rhythm unrelenting.

"Gonna fuck the come outta you boy!" Vic rumbled, "Gonna fuck ALL the cum out of those balls today."

Mitch growled, roared, shook and still did not come. He had spent himself enough in the last three hours that he was now experiencing dry orgasms. They were intense, but did not give the release he needed to feel satisfied.

"Yeah... gonna take you to a whole new level, boy." Vic hissed, his golden blond fur matting in places as the sweat he still made in half form began to soak the soft under fur of his furry pits and barreled chest.

Vic slowed his pace, he would lazily fuck until the signs that the boy was building to another orgasm showed. He pushed the young werebear's thighs together, pushing into the cub. Walt did not let up either, sucking on the tip of his cub's cock, rasping on the underside of it with his tongue. Mitch panted and growled, straining at his bonds, and Vic smiled a toothy smile. Vic sped up again. He would bring Mitch to messy, wet orgasm and allow himself to fill the cub with his musky bear seed.

Walt moved around to behind Mitch's head, he pulled his muzzle back and thrust his member into his cub's mouth. The taste, the scent of Walt's sweaty, bulging, fur covered sack was pushing Mitch to the edge. Vic grabbed Mitch's cock roughly as he thrust his cock harder into the cub. His clawed thumb worked over the flattened cock head. Vic squeezed hard and rubbed his thumb vigorously over the head and that did it. Mitch roared around the meat in his mouth. Walt lost it, pumping his load down his cub's throat. Vic released his control, bucked twice and on the third thrust began shooting into the young werebear, roaring in triumph. Mitch began shooting, timed perfectly with each of Vic's ejaculations. Walt had collapsed on Mitch's furry torso, his cock still buried in Mitch's mouth. As Vic shot, Mitch's ass muscles squeezed and milked and he too shot. It lasted for what seemed to be ages, but in reality it was over in less than thirty seconds.

"Fuck yeah, buddy! That's it... yeaaaaaah!" Vic grunted and released a last huge volley inside his spent partner. Vic leaned over the panting pair, gently biting into Walt's shoulder, growling as the remnants of his ejaculation oozed into Mitch's ass. The three lay like that for the next five to ten minutes. Eventually, they stirred and removed their cocks from Mitch. They unbuckled the cub, Mitch was changing back to his human shape. Vic and Walt were already almost completely in human shape by the time they lifted Mitch out of the sling. Walt pulled Mitch into a sloppy deep kiss.

He broke it and said, "Welcome to the family, son!"

Vic pulled Mitch to him and likewise gave him a long deep kiss. Releasing him from it, while petting his bearded face he said, "Damn fine grandson I have. Welcome to the family."

The three moved to the large sturdy bed. They lay for awhile, talking softly, lovingly to each other, but eventually they slept. Upstairs the message machine flashed. A second message had been left. Two gifts sat on the bench in the entryway, waiting for Walt and Mitch.

Chapter 12

Hours passed. The three had slept the day through. Vic woke, the cubs were soundly asleep. There weren't any bathrooms on this level and he needed to take a long piss. He rolled out of bed and padded upstairs to his bathroom. On the way he noticed the answering machine flashing. Two messages. "I'll get those later," he muttered.

Returning from the bathroom he pushed the button and the first message began. A distracted voice Vic didn't recognize at first rose from the machine:

"Hi Walt… Mitch…It's Rusty, if you're there, would you pick up? *pause* Guys, I'm…God, I don't know how to say this *pause* Look, I'm up here in Tahoe and I just don't know where to turn. Norman and I are at the Alpine View Motel, it's on the main drag, we're in room 'F', please, I need you to come, I don't know where your friend's lodge is and we need help. Please, if you get this message soon don't bother calling just come over. I don't think you'd believe it if I told you. Room 'F', Alpine View Motel."

Vic raised an eyebrow and hit the button for the next message. The almost panicky voice spoke:

"It's me again. Please, if you're there, please pick up. *pause* I've got a real problem and you're the only ones I can turn to. I don't have any family and Norman's family… it just wasn't an option. Please, come to the motel, Alpine View, room 'F' on the main drag here in South Lake Tahoe, it's the road that comes right out of the mountain pass. I've had to sedate Norman, he's gone wi…He's just not himself, look, I need some help. I gave him enough stuff to knock out a horse and he's still rousing on occasion. I can't handle him in this state. Please, short of tying him down I don't know what to do. God I hope you're there, I'm all alone and don't know what to do, I have no where to turn. Please…"

Vic hurried downstairs and woke the sleeping pair. After their heads were clear and they were awake Vic began, "Boys, we need to get upstairs and get dressed. Your friends from the reunion are here in Tahoe and there's something wrong."

"What's wrong?" Walt said, stretching out his furry, tattooed arm. Mitch listened, the look on Vic's face was grave.

"I dunno. Russ…"

"Rusty," Walt corrected.

"Yeah, Rusty said that he and Norman were at the Alpine View Motel, and that Norman, was acting strange. I don't know what the problem is, but I think we'd better get on over there. I know right where the place is, I'll hang back while you two see what's up… well, actually, while YOU see what's up son, Mitch's looks have changed rather drastically since they saw him last; he'll hang back with me," Coach said.

"Right, I guess we better get over there." Mitch said.

Ten minutes later the three were headed over to the motel, Walt in one truck and Mitch and Coach in the other. Forty-five minutes later, Walt was knocking on the motel door.

"Who is it?" Rusty's tenor answered and Walt could hear the stress in his voice.

"It's Walt."

"Oh thank God!" he answered, "Just a minute." Rusty called back and Walt heard a muffled grunt. "Can't be too bad if they're having sex." Walt muttered under his breath.

Rusty answered the door, opening it a crack and looking around. "Where's Mitch?" He said as he opened the door just enough to allow Walt through and then quickly closing the door. Rusty was fully dressed in clothes that looked like they'd been slept in. The small, cheap motel room's single bed had a huge lump in the middle of it covered by blankets. The lump was breathing evenly and Walt guessed Moose was under the blankets.

"Now, before I take the blankets off, I have to prepare you. Moose is… different." Rusty said nervously. "I don't know what's wrong with him, but… I didn't know who else to ask. No one else I know has a place that's… secluded." Rusty said.

Walt felt like he was going to be sick, he felt a feeling of dread because he guessed what he might see under the cover.

Rusty pulled back the covers and was himself astonished by what he saw. Tears welled up in his eyes, "Oh no, it's gotten worse! I haven't looked since morning, since we made love and... he hurt me. I got the pills down him, and tied him and covered him, he was sleeping then and breathing ok..."

Walt looked at Moose, his body was covered in thick auburn bear fur, his features drastically altered to that of a grizzly bear nearly in full form. He was bound securely, but sleeping.

Rusty turned to Walt and wept into his chest, then he looked up into Walt's eyes, "What's happening to him?"

Walt quickly shushed Rusty, "Listen to me, did you take him to a doctor?"

"No, he refused to go. I tried but he said he was fine, never felt better, he was thrilled that he was growing hair on the top of his head again… but look at him," Rusty said, gesturing to Moose and starting to cry again..

Walt breathed a sigh of relief; no doctors involved yet, so no medical reports filed, no evidence.

"I gave him almost all the rest of the bottle of sedatives, he was acting… He was very aroused, Walt and it was hurting when he fucked me. I told him to stop, but… he was…" Rusty buried his face in Walt's chest and cried. "He's NEVER been like that before." Rusty was rambling, repeating himself in his anguish.

"Look, Rusty, get a grip. What did you give him?" Walt asked.

Rusty pulled a bottle out of his pocket, it had four large pills still in it. "I have a friend... never mind, it was the only way I could handle it. I've been slipping one of these into Norman's dinner the last couple of weeks and it's made him less… aggressive… in bed. He didn't mean to hurt me, he was so sorry the next day. He was just so… hungry. I didn't give him too much did I?"

"How many did you give him?" Walt asked

"Six, I think. Will he be all right?" Rusty pleaded.

"He'll be fine Rusty, he's just gonna sleep awhile. Look, you need to gather up your things. We're gonna take Moose out of here, we're gonna help." Walt said and Rusty gave him a look that screamed for reassurance, "I promise you, Rusty, he's going to be all right, now go on, get your things together." Walt knew that Rusty needed something to do to occupy his mind and hands.

Walt pulled out a cell phone and called Vic who was in the parking lot around the back.

"Vic, I need you to see this." Walt said, then listened. After hearing the reply hung up.

"Who was that?" Rusty said, pausing as he stuffed clothes into a suitcase.

"A good friend, he'll help." Walt said.

There was a knock at the door and Walt answered it. He let Vic in.

Vic took one look at the unconscious werebear lying on the bed and cursed a blue streak. Walt put a restraining hand on his shoulder, and once calmed down, Vic briefly and gently interrogated Rusty and learned that Moose had quit his job two months ago. He'd been working out for hours on end at the gym and staying home while Rusty worked. He had been eating tons of food but no one had seemed to notice that an already huge man was getting larger. The hair on his head had sprouted in the last month and his libido, already high, had increased incredibly. Rusty had become afraid; Moose's love making had become aggressive, wild, and had left bruises on the smaller man. Through it all they had withdrawn from contact with others. Vic thanked God that Rusty hadn't insisted more on Moose going to a doctor or getting tests.

On the bed, Moose was now completely ursine.

"Papa, I swear to you. I ALWAYS used a condom, and I never did anything that might have exchanged fluids with him... I swear it!" Walt looked pleadingly at Vic.

"Go get Mitch." Vic said to Walt. As Walt turned to go, Vic added, "And son... I believe you."

Walt smiled at his Papa. Vic was mad, but he still loved him.

Rusty looked again at Moose on the bed and was beside himself, crying. He was in complete disbelief, unable to cope, believing it all was a dream; a weird, impossible science fiction fantasy. Vic calmed Rusty down, he held him close and took a long deep breath through his nose, smelling the top of Rusty's head as he hugged him. 'Oh, fuck it all to hell... it's not just Moose, either,' Vic thought. The distraught chubby man's world was about to be turned upside down and shaken, hard. Vic began to carefully and patiently explain things to Rusty.

The next morning four very large men and a smaller man left room 'F' of the Alpine View Motel. A middle aged bearded man in his car with a striped bear paw sticker on the bumper in browns, black, gray and white growled 'Woof' to himself, seeing them emerge from the room together and grabbed his swelling erection as he drove by.

The bill had been settled and they were on their way. They squeezed into a Chevy crew cab pick up and a Ford F-150, the tallest and largest was a huge red bearded mountain of a man with a long red beard and bulging muscles and package packed into sweats that were too small.

As they drove back to the lodge, there was a little arguing, but many more questions and answers. When they reached the lodge, all came into the entry, having stomped the snow from their shoes and boots. Vic looked down at the two packages he'd left on the stout bench. He picked them up and handed them to Walt.

"Belated Merry Christmas." He said simply and smiled wanly. "I'm going to bed, I've got work ahead of me and I need to sleep now… I've got a headache." Vic kissed each of them and lumbered off to his den. Walt couldn't help but feel a bit guilty for what his Papa was going through.

Moose knitted his eyebrows and rumbled, "This is just… it's just so hard to believe." He had pulled up his sweatshirt and was looking at all his new fur and his washboard abs. "I haven't been this fit since I played football!" he thought, 'No,' his inward voice said, 'not even then.'

Rusty lashed out in his irritability. "Damn it Norman! Do you have to admire yourself like that? In case you hadn't noticed, we've got problems! Feeling yourself up is just a little self indulgent considering the situation, don't you think?"

There was a shocked silence from the others. Rusty's fears had only been partially allayed, and his worries served to make him waspish.

"Sorry love, it's just… I still can't believe this," Moose said. "I mean, it's just so... so..."

Rusty flared. "Norman, you have to believe it. You've got no other choice… and neither do I, God DAMN it."

Moose pulled his love to him and bent a little and kissed the top of his head. "I know, I know. I'm sorry. He looked deeply into the pocket bear's eyes. " I love you and I'm sorry… this is my fault. I've dragged you into this mess and it's a wonder that you don't hate me for it."

Rusty resisted for a moment, then mutely hugged the big man. Moose's stomach rumbled loudly. "Well, at least that's still normal." It was a feeble attempt to return to his old satiric self.

Walt had remained silent through the exchange, but the growls from Moose's belly offered him the opportunity to interrupt.

"Hey, I'll get on dinner duty in a minute, but first let's get you two settled. This way." Walt guided the two down the hall to their room and showed them where the bathroom was . "Mitch will be here in a sec and show you where everything is." Walt left them to their unpacking. He knew Mitch would sit and talk and help them both come to terms. Mitch seemed to have a gift for that.

Rusty turned to Moose and said quietly, "I love you, don't forget that? Even if I snap at you, it doesn't change how I feel, OK?" He pulled Moose into an embrace and they held each other for a while.

Walt walked back down the hall and past Vic's room. He stood for a moment and listened.

Coach was back in his shower. He was happy and not happy and Walt understood why. This was his fault and it wasn't, but while Vic was sorting things out he'd be grumpy; nothing new about that. Walt now had two cubs; though Moose, because he'd bonded to Rusty, was more or less like a brother than a cub. Rusty, well, Rusty was his grandson or would be in the next four months. He was taking this hard and that was understandable. Changing species isn't exactly something one expects to happen to them, but Vic had given him a thorough sniffing and it certainly was going to happen. Vic guessed Moose was close enough during their last round of sex early yesterday, before he'd sprouted all the bear fur, that he'd changed him; Moose's balls must have changed first.

Mitch was already down the hall, getting his new 'brother' and 'nephew' settled in. Walt thought about Mitch. Through it all, he'd been the calm voice, the solid rock, the one who had talked quietly and at length with Rusty while he and Coach had alternately railed at and cared for Moose as he came awake and was baffled by his new shape. Mitch had made it easier for Rusty to accept what had happened and what was going to happen. Mitch was something else and Walt was glad he was his cub… his mate.

Walt went to the kitchen, set the gifts on the counter and began preparation for lunch. Mitch would be in to help and maybe so would Rusty and Moose; though now that Moose had settled down some, he expected the pair would spend the next hour or so in bed,... Moose had some making up to do. Walt sighed and looked around, "There's a lot of cooking to do," Walt thought, "the family just got a lot bigger."

Later that night, Mitch was alone in his 'den', taking a breather from all the turmoil of the last twenty-four hours. He was looking through the things of his parents that he had brought with him just over four months earlier. It seemed like a lifetime ago. He wondered how his parents would have taken his change, if he would have tried to conceal it or if he would have just quietly stolen away, never to see them again. His silent musings were broken as Walt entered the room and sat next to him; Mitch leaned into the man and bear he loved.

Walt had been standing, unnoticed, at the doorway for almost five minutes, two packages in his hands. He had been about to come in with the presents when he saw Mitch holding a framed photograph in his hands and gazing out the window. He could see that the picture was a family portrait. He remembered his own family and the ache his necessary disappearance had caused in his own life. The news a few years ago of his mother's death followed closely by his father's had severed the last thin bonds with his former life, but it hadn't closed the empty place it left. They had died not knowing what had happened to their boy. At least Mitch's parents had been spared that.

"Whatcha doin'?" said Walt, putting a heavy arm around Mitch.

"Oh, not much... just thinking, wondering."

Walt touched the picture in Mitch's hands. "Your parents, right?"

Mitch nodded. "And me, when I was nine; a neighbor took this and I've always liked it. My mom never liked having her picture taken. This one, she's smiling in and looks relaxed." Mitch put it back in the box and reached for another one. "All of us at my graduation. They were so proud. I was the first to go to college in either family. They sent announcements to every relative I had. I was really glad my dad lived to see that. He was sick even then. He died the next year when I was in graduate school."

"They must have been really proud of you, proud of your achievement and proud of the person you became." Walt gave Mitch a squeeze. "You should keep those out somewhere."

"You know, I think I will. Hey, what ya got there, Papa?" Mitch pointed to the packages as if he didn't know.

"Well, SantaBear brought us presents. Here, this one's for you." Walt handed the package to Mitch. Mitch read the tag, 'From Coach to the newest Werebear'. He tore the paper off the box, opened it, and held up a pale, floppy paperbound manuscript. He turned it over and looked carefully at the cover, his eyes widening.

"What is it?" Walt asked.

"I can't believe this." He held the manuscript out to Walt. "It's a proof copy of Crick and Watson's original paper, detailing their discovery of DNA. Look, it's got annotations in their handwriting! It's really rare, Walt... it adds another name for equal credit to the credit byline for Rosalind Franklin. Do you know how rare this is? It shows Watson and Crick wanted to give Franklin credit. The publisher deleted her name. They even signed it, for the love of God. This is like the Rosetta Stone of genetics!" He reverently turned the pages, then caught himself. "What did Coach give you, Walt?" he asked.

Walt took his package and rattled it, like any small boy at Christmas. "Don't break it, silly... open it!" Mitch teased.

Walt broke the string and tore the paper off the small box and opened it. Inside were a set of keys and a small note. It was Walt's turn to be impressed. He jingled the keys at Mitch. "Know what these are?"

Mitch shook his head... "Keys?"

Walt reached over and cuffed his cub. "Not just any keys... keys to a Harley. A 1952, side-valve K, vintage Harley. The note says I'll have lots of time to recondition it. AND, if I look carefully in the garage, I'll find a box of engine parts for the rebuild." Walt's eyes shone and Mitch could tell that Walt was already choosing what colors he's use on the gas tank.

They sat quietly for a bit, looking at their presents and each other. Walt had gone especially quiet. Mitch understood that his papa was working something out in his mind and stayed quiet, waiting.

"Mitch, I never asked this before, but all this today... and standing there, seeing you looking through your stuff..." The big man paused and looked away, then back at his lover. "Are you sorry? Sorry about... about this?" He gestured, partly to himself and partly to the lodge around them.

Mitch reached out to Walt and hugged him tight, hanging on for dear life, never wanting to let go and desperately trying to communicate his love. "NO!! Not EVER!! Not for a second. Oh, love..." Mitch gulped. "This is what I've longed for my whole life: connection, belonging, love. Even with my parents, there was always a… a distance, I guess. You and me... we belong… We belong to each other, we belong here. We love each other. I love you, Walt. Never doubt that, never."

Walt couldn't speak. Both bears clung to each other, hugging, for a very long time. Finally, they rose and walked down the hall and back to the living room, where they could hear a serious conversation was taking place. "You'll need new identities, and that will take time. Your finances will need tending to, and then there's..." Vic continued with a speech he'd probably made many times before and not just for his progeny. Walt and Mitch looked at each other and smiled.

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PapaWereBear has other werebear stories at http://www.geocities.com/papawerebear1

UrsusMajr has further, non-werebear, stories on the Nifty.org site, in the Gay Male/Adult Friends section, under the directory "Bear".

PapaWereBear and UrsusMajr have another joint werebear story that will appear on Nifty.org, called Mack. Look for it under the Gay Male/Adult Friends section.

Happy reading!