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Being the Bear

By: papawerebear



by UrsusMajr and PapaWereBear

(Note to Reader: This is the sequel to Becoming the Bear. Although the two stories can stand alone, they are linked; some things in this story refer to events and characters in the earlier one. You may wish to read that one first. This is (obviously) a work of fiction, and no real persons or events are depicted. As in our other werebear stories, safe sex practices are not depicted; but in real life, get tested and always play safe.)

Copyright, 2009. All rights reserved. No part of this story may be reproduced by any means, electronic or otherwise, without express permission of the authors.



Chapter 1 

"Sebastian, let's just clear out, OK? Let's just get out, go somewhere else where they haven't seen us. I don't see why we had to kill that guy anyway." Freddie stood nervously in front of Sebastian, who was scratching his back.

"Because, as you so brilliantly put it, he saw us. Because of you. They saw us because of you, Freddie." Sebastian looked speculatively at the sweating bear . "You know, I think I made a mistake with you. Yes. A serious mistake." 

Freddie continued in a whining tone of voice, "I don't see why we can't just pick up and move, we did before. We stay here, someone's else is gonna see us, someone's gonna find out." Some of the other weres shuffled their feet, but none spoke out. "And those guys are going to be nothing but trouble, you know tha..."

Sebastian cut him off. "If you'd done just what I told you, no more and no less, no one would have found out about anything." There was a pause. The room grew silent. "You have got to be the biggest pussy I know, Freddie. I thought changing you would give you guts, give you a backbone. I see I was wrong. Very, very wrong."

Sebastian put his hand behind his back again as if to scratch another itch, and felt for the old axe on the table behind him. His hand closed on the axe handle worn smooth with years of use on the farm. He whipped it out from behind him and sliced through Freddie's neck with one sweep. A fan of blood spray spattered the walls as well as Sebastian. Freddie's head, with eyes wide open in silent surprise, hit the floor with a crack. The silence continued.

"One less problem to deal with." Sebastian ignored the blood that covered his front. "Come on. We need to make plans." Sebastian gestured to Ron and Trey. "Get rid of that. Make sure no one finds it." He nudged Freddie's head with his boot. "Don't forget this." Trey picked up the head, and Ron dragged the body by the feet.

Sebastian cut them short. "Oh, for fuck's sake... get some plastic. I saw some in the cellar. You'd leave a trail a blind man could follow."

"I should help," Rick said, starting to move. 

"Forget that. We got plans to make." Ron fetched the plastic sheeting from the cellar while Sebastian strode out onto the porch. Rick followed, and the two watched as Trey and Ron lugged the plastic-wrapped guts across the open ground behind the house.

"Where's Jason?" Sebastian asked. Rick shrugged an 'I don't know'.

"JASON!" Sebastian turned and bellowed through the screen door. "Get your lazy ass down here and clean this mess up!"

- - - - - - - 

Vic lay quietly, alone in the big bed, listening to the sounds of the slumbering house around him. It was early, the sun would be up in a half-hour or so. He yawned, and scratched his hairy belly. His enhanced hearing caught the sounds of Mitch and Walt mating down the hall in their shared bedroom.

"Early bird gets the worm!" Vic said in a sleepy growl and chuckled at the double meaning. He grinned, wondering who was breeding, and who was being bred. He lay back and closed his eyes, listening to their sex. He was pleased that his cub had finally connected with the man he had talked about so much over their years together.

Later on, as he had gotten to know Mitch, Vic had become increasingly impressed with the man's good sense and practicality. The last two days had only increased that respect. Here was a brand new were, literally only a couple of days into his own new life, being the calm, steady influence on the distracted pair of soon-to-be werebears. It had been Mitch that soothed and quieted Rusty, and provided some much-needed gentle discipline for Moose. Vic had watched as Mitch deftly arranged tasks so that both Moose and Rusty were engaged and active rather than allowing for time to sit and worry about the coming upheaval in their lives. The bonus, of course, was that Vic's house was cleaner than it had been in years. Better yet, all the little repairs Vic had been meaning to get to over the last year were done. Vic was more convinced than ever that his cub had chosen wisely; Mitch was definitely a 'keeper'.

A muffled grunt from the 'boys room' down the hall brought Vic out of his sleepy cogitation. They were hardly 'boys' of course. Vic being an old bear, however, tended to refer to those men in the fatherly way a man does of his grown up sons; continuing to call them 'boy' long after their reaching manhood. Far from being offended, Mitch nearly glowed when he called him 'boy' or 'son' with that paternal tone in his voice. 

The sounds of sex coming from the room brought a tickle to the back of Vic's mind which traveled down the spine to his crotch. The thought of his cub, and his cub's cub, together, sharing seed and love, excited him. He reached for his own surging cock and slowly stroked, enjoying the tingle deep in his balls. He squeezed out a thick blob of precum, and smeared it all over his broad tip, working it down his shaft. Soon his own sleepy grunts joined the happy noises from down the hall. It wasn't long before he brought himself to satisfaction, half dozing in sated bliss, his seed plastering down the fur on his chest and belly as it dried. 

Perhaps a half hour later Vic rose, and padded to the shower. He washed his furry body, squeezing out the last of his ejaculate. He rinsed off and stepped out, reaching for a large towel. Having mopped most of the water off, he went naked to the kitchen to begin breakfast. He was surprised to find Moose there, sitting at the large table. 

Vic had made the table years ago out of thick planks taken from the one tree he had allowed to be cut down to provide a place for the cabin's basement and foundations. It bore the marks of many meals, and its smaller brethren sat beside Vic's bed and Mitch and Walt's. 

Moose looked up as Vic padded in. The big man had apparently figured out the coffee machine, and had a pot brewed.

"What's up, son?" Vic yawned, eyeing the coffee pot. Moose filled a mug and pushed it towards Vic. 

"Oh... I couldn't sleep. Got up a couple hours ago. Too many weird fucking dreams. I've been having more and more of them in the past month. Really weird shit. Scary. I haven't had nightmares like that since I was a kid. " He took a swallow of coffee. "Is that part of... changing?" 

Vic stirred sugar into his coffee and drank. "Yep. Everybody has 'em. Your body is sending signals to your brain, things it's never heard before. The dreams are your way of working out stuff about your coming change. Common themes are monsters chasing you, you changing into something that's in some way embarrassing or dangerous, you chasing down an animal or human and consuming it. Psychiatrist would no doubt be able to help you through this time, but that's not exactly an option, given what we are; so that's what we elders and your siblings are for, to guide you through the change." 

Moose still looked troubled.

"What's eatin' you?" Vic said and sipped his coffee.

Moose held back, as if he was going to dismiss the invitation to talk and then relented. The words came out in a rush.

"I... I dreamed I killed Rusty. I mean, it wasn't like I meant to, but in the dream we were lying together after sex and I just... I changed into this impossibly huge, monstrous bear... thing. He was scrambling to get away and I wanted him. I wanted to fuck him, so I threw him on the floor and mounted him and then, as soon as I was in all the way I bit his head off, like he was a gingerbread man or something." Moose's face had gone ashen and his eyes spoke of his fear. "You know, watching that show on bugs last night, the part about preying mantises, probably gave me that dream, but it was so fucking real! I'm afraid that might really happen, Coach. Maybe I should go somewhere, at least until after I get some control." 

Vic patted the man's thick hairy arm. "You're not going to hurt Rusty and you're not going away anywhere. The truth is, this is the best place for you to be right now, and the safest. Even if you were to make a lunge at Rusty when you change, there's three of us to keep you from harming him." 

"But what about when we're alone?" Moose looked haunted. "Look how I hurt him before. I was out of my mind with the need to fuck and I hurt him and all this is my fault to top it off." 

"Look, Norman, dreams are just that, dreams. You devouring Rusty in that dream is probably less about you actually eating him and more about you 'being eaten' by what you're becoming. The sex, of course, is your overwhelming desire to mate with him while as a bear. Trust me Moose, the theme fits in with the general themes of the dreams we all have when we're changing, it's nothing to worry about and certainly nothing to go running off into the woods alone about." Vic smiled broadly and rose. At his beckoning, Moose rose, too; Vic took Moose into his arms, hugging him with all the strength his body could muster, a real Bear Hug. 

Moose hugged just as strongly back and whispered, "Thanks, man." 

"Anytime, son, anytime." 

They parted from their embrace and both noticed how very hard the other was. 

Vic smiled, "Nice wood there." He said and gave Moose's cock a squeeze.

"You're not bad yourself!" Moose said and answered with a squeeze to Coaches' cock.

Moose moved to the kitchen counter sipping his coffee and staring out the window as the early morning light cut across the clearing to the back of the cabin. He felt better but still brooding a bit. Vic understood; no amount of talk would completely banish his fears, he'd have to just experience it, it was the only way. Vic stood, his hand on Moose's furry shoulder, his coffee cooling as he reflected on the past few days. When Walt had first seen Moose under the covers at the motel, he assumed that Moose was already fully changed. In fact, he hadn't completed his first change. He'd been well on his way, and perhaps uninterrupted, he would have completed it. But he had stopped short, more than likely because of all the sedatives Rusty had fed him to keep him docile and his raging libido under control. They had probably slowed his metabolism down and he had reverted to nearly human form, and stayed there as a result. 

Moose turned away from the window and said to Vic, "I feel strange." 

"How?" Vic asked and finished the last of his cup. 

"My skin feels tight and I'm itchy." Moose tried to reach around to an itch on his back and Vic moved behind to give him a proper full back scratch. The delighted grunts of the man's appreciation were music to Vic's ears. He liked giving a good scratch as much as receiving one. 

Vic said nothing at first, but could not help but notice copious amounts of fur had begun to sprout on the big man's arms, neck, chest, head and, of course, the back he was scratching. Vic tapped Norman's shoulder and simply pointed to the arm. 

"Oh, god... it's happening again, isn't it?" 

"I think this is going to be your first complete change, Moose. Your body tried before, but those sedatives blocked it somehow, I'm positive. They've finally washed out of your system, and now you're good to go. We should get you downstairs to the changing room. You'll be more comfortable there, and my house won't get trashed." He patted Moose on the shoulder. 

"Let's go. I'll get you set and then wake the boys and Rusty." 

The two went downstairs to get Moose settled in. 

Meanwhile, Rusty had already awakened, and not finding Moose in bed with him, had gone looking for him. Unfamiliar with the downstairs area, he headed to Mitch and Walt's room. The two had finished their bear business and were laying back on the bed, holding each other, their cocks softening.

In his concern, Rusty forgot his manners and hurriedly asked, "Have you seen Moose? I can't find him." 

"Well, if he isn't with you, he's probably in the kitchen, or maybe outside." Mitch said, getting up. "Is Coach around? Maybe he's seen him." 

"They could also be down in the basement, it's a bit early for a walk and if they were both in the kitchen we'd likely hear that." Walt yawned, then stood behind his lover, hugging him from behind. "Papa might have taken him down to the changing room. I'll check." Walt strode out, cock at half staff and naked; smelling of sex. 

Rusty turned to Mitch. "Oh, I'm sorry. Did I interrupt something?" 

"Nah. We were done, at least for a while." He smiled and pulled Rusty into a hug, then kissed him lightly on the lips and said. "Come on, I'll get breakfast started. You need to eat more. You'll be changing soon, too, you know." They both walked out to the kitchen, with Mitch naked and smelling equally strongly of sex. 

When they got there, Walt was coming up the stairs. "Yep, that's where they are. Moose's pelt is growing out and Vic says he thinks it's time." 

There was a rumble from the stairwell. 

"What was that?" Rusty nervously asked, startled by the loud noise. 

"That's the sound of a werebear beginning his first change. We're a bit loud." Walt grinned. "You didn't get to hear that from him before, because you had Moose all doped up. Not that I blame you, he must have been a handful." Walt scratched his beard. "And really, it was better the management at that hotel didn't find a grizzly fucking a man in one of their rooms." He grinned again. 

The roar from below caused the floor to vibrate slightly. Rusty looked nervously down, and then to his two companions. 

"I should be there." A second roar, more powerful than the first and full of bass tones caused the spoons in the stainless steel sink to rattle. 

"We'll all be there for Moose, don't worry, but right now, Coach is handling things, We need to explain some stuff to you so you are prepared... and safe." Walt said. 

Mitch looked steadily into the worried eyes of the smaller, red-blond man. 

"It's nothing to worry about, Rusty. It hurts a lot the first couple of times, but it gets easier. That's why your hubby down there is making the silverware rattle in the sink. Things shifting around can smart just a bit, but you'll like the new Moose. Trust me." Mitch smiled and looked at his Papa. 

"Yeah, but it's best you know what to expect ahead of time," Walt said, adding his voice to his cub's. "Rusty, Moose is a big boy. Well huge, really; and he's going to get bigger as a bear. You've already seen that transformation start. What's happening now is full on transformation and he's going to be very impressive, but most importantly, he'll be immensely strong and much quicker than he looks for his size. We've all noticed how horny he is and this change will kick his libido into overdrive." 

"Will he hurt me, do you think?" Rusty was still remembering the last few love-making sessions before Moose began to change while he was doped. 

"Rusty, Moose would never deliberately hurt you, you know that." Mitch said, "But his bear is going to be fully out now, and he'll have a real struggle to maintain control. It's not easy the first time; believe me, you truly are a mostly wild creature then. You have to concentrate to understand speech. If someone doesn't hold your attention, you kind of zone out and their speaking becomes like the bark of a dog or the chattering of birds. It's a sound, but you don't understand it as language unless you concentrate. You're too busy with all that's happening to you and you're thinking like a bear. Unless you can get focused, you kind of turn off the language portions of your brain. You'll understand that when your change comes in a while." Mitch smiled and put a hand on Rusty's shoulder. "I think you have a bit more self-control than Moose does, so you might not find it as hard to focus. You've sort of been his restraint and his focus when he gets a bit wild or crazy or temperamental. He won't have that now because you can't help him with this. He'll need to do this on his own." 

"Norman does tend to be easily distracted, particularly by passion." Rusty said, "It's what attracted me to him, he was so... free, so unrestrained by comparison to me and I knew that would have a downside when I met him, but I didn't care, I loved him from the moment I laid eyes on him." 

"Well, the change can magnify some traits, and that one is one of them; but don't worry, we'll be there to help restrain him if it's needed. But he'll have to learn that control on his own. It comes from within." Walt rubbed Rusty's bare shoulder, feeling the soft peach fuzz that heralded the dense body hair he would eventually have. 

Another roar reminded them all that Coach was downstairs on his own with Moose. 

"Let's head on down," Walt said. "Now, Rusty, no matter what happens, I want you to stay behind me, Mitch, or Coach. We can take care of things. Don't try to be brave or to think you can handle Moose by yourself. He really won't know his own strength. You're being there may excite him even more, and I don't know just how he'll react." 

"Should I stay away then? I want to be there, but if it's going to make it harder for him..." Rusty desperately wanted to be with his lover, and the continued roars and growls were making him more and more anxious. 

"No, I think you're being there will help," Mitch said. Walt looked quizzically at his cub. "It'll make him feel safer in a way. I felt that way because you were there, Walt. Just knowing that made things easier for me." 

"Yeah, just don't kick him in the balls and you'll be fine." Walt said and Mitch gave him a look that said, 'You're not helping!' 

"What?" Rusty said, puzzled. 

"I'll explain later." Mitch gave Walt another look and Walt feigned innocence. "Look, just stay back if we have to restrain him. Once he changes back to human form, he'll need a lot of physical contact to soothe and reassure him." 

Walt began to head for the stairs. 

"Remember, let him see you, but keep back, OK?" Rusty nodded, and the three descended the stairs. 

The feral, musky scent was prominent even before Walt opened the door to the 'changing room'. Rusty's nose twitched and he began to erect. Mitch noticed, and smiled. The heavy soundproofing that Sam had suggested to Vic years ago when he was building this home muffled some of the noise, but Moose's mighty voice was coming through louder than ever down here. 

"That's your bear!" Mitch said. 

The door swung open, and the three bears could see Vic's broad hairy back. Beyond him, there stood an immense, glossy-furred bear, reared up on his hind legs, growling, rubbing at his face with the backs of his huge paws. A quickly healing scratch down the side of Moose's face spoke of inexperience with the use of paws and the need for caution not to reach so quickly for his face again. All three stared at the face, which was still largely human, though the rest of the body was fully bear. Walt stepped forward and whispered into Vic's ear. 

"Is he stuck?" 

"I think so. His change was slow but steady up until about ten minutes ago. It looks like his face will change last; different from you or Mitch, more like me when I change. But he can't quite seem to manage the last bit. I think this was as far as he got last time." Vic turned to the others. "Let him see you, Rusty." 


Being the Bear



The smaller man stepped out from behind the two larger bears into the room. Moose stopped what he was doing, his nose visibly twitching. He fixed his stare on Rusty and growled something deeply. All the werebears understood what Moose said; they each clearly heard 'fuck' and readied to cut the bear off. Moose pawed the air and then lunged forward, intent on reaching his lover. 

"Moose! NO! You'll hurt him!" Vic shouted and the room reverberated with the power of his voice. He was all sternness and daddy bear authority. Moose stopped, looked longingly and mournfully at Rusty and then moved a step or two back and sat there on the floor, plopping down on his big furry butt. 

"He's got no control, he'd crush Rusty. Besides, he's needs to finish his change now or he'll always have trouble with it. Boys, I'm going to change. Walt, keep his attention on me, make him watch me as I change. You know what to say to him." 

Walt stood closer to the panting Moose, who was once more pawing at his face, carefully avoiding his new claws. "Moose! Look at me." The nearly full-formed bear turned his ursine body and looked with worried eyes at Walt. 

"Coach is going to change with you. Watch him!" Moose's attention began to wander back over to Rusty. "Moose!" Some of the same authority and volume Vic had used was in Walt's voice now, "Focus! I need you to watch him real close. Think about doing what he does, really keep that picture in your mind, especially his face. Imagine that you are doing that." He nodded to Vic. 

Vic began to change into full werebear form. He deliberately slowed the process so Moose would have a template to model. 

Vic's muscular body swelled, like a balloon slowly being inflated but not with puffs of breath, but a constant expansion. His arms lengthened and his hands and feet became broader, muscle building over the already impressive muscle on his limbs. His hairy chest began to barrel, his pecs becoming massive plates but the sight of them was quickly vanishing under a thick coat of golden bear fur. 

Mitch, watching Coach slow change, had a huge erection he unconsciously began to rub and then, noticing Rusty's staring at him, he stopped, blushing. 

Rusty smiled, "It IS exciting, isn't it?" Mitch nodded, and slowly stroked himself while watching Vic. Rusty's eyes were on Moose.

Mitch wasn't the only one intently watching Coach change from man to bear. Moose sat on his butt with rapt attention, watching the metamorphosis. Vic's shoulders were rotating forward, a muscular hump growing between his shoulder blades, his claws had pushed out his fingernails and his hands and feet were fully padded now. Moose watched the face now intently, the ears migrating up the side of Vic's head distracted him for a moment. Vic's thick beard began to be enveloped by bear fur. Coach had reached the same point in transformation Moose had. 

"Look at his face Moose!" Walt said sternly, "Copy it, do what he's doing! See yourself doing that, really feel it happening. Focus on that. You've got to close your mind to everything else. Come on, big guy. Come on! This is what you are, this is how you are meant to be now. Do it!" Walt emphasized the last two words with a note of command. 

As the two bears stared at each other, Vic saw the gleam of understanding bloom into full recognition in Moose's eyes. He gave a growl in the bear tongue, encouraging Moose with a 'That's it!'. Moose and Vic's jaws and palates elongated, becoming muzzles, their noses blackening at the same time, their eyes changing from the lighter human shades to deep chocolate brown. Beards disappearing completely in the fur now growing all over their faces. 

Mitch's fist closed tightly on his meat as he grunted and shot all over Rusty's side and back. He pulled the wet bear close to him, and Rusty put his arm around Mitch, still intent on the final moments of Moose's transformation. Moose awkwardly stumbled and then stood. He started lumbering around the room, faster and faster, trying out his new bear body and musculature. 

Walt eyed Mitch's dripping cock and chuckled. "Can't leave you alone for a minute, can I?"

"Uh, oh. Look out for the furni..." Mitch said, half laughing, releasing Rusty. Moose crashed into bed, which took the blow and survived, as it was built to withstand such. Moose reared up and stepped back and promptly got himself tangled in the chains of the sling hanging in the corner of the changing room. He growled angrily and batted at them with his paws, wicked claws fully extended. Once freed, he looked around, searching for his lover. Spotting Rusty, he padded awkwardly but rapidly towards him, his paws outstretched, cock rigid and fully extended from the fur-covered sheath, dripping. 

Moose's human cock was very large, but his ursine one was larger still. The look in his eyes made it clear that he was intent on using his new equipment. The change had kicked his libido up more than a notch. His eyes focused on Rusty, who's own cock was hard and red, glistening with a glaze of precum. Seeing his lover transform and the smell of sex from Mitch had inflamed Rusty's body and clouded his reason. He badly wanted his lover's meat in him, and he was clearly ignoring the near certainty of injury that would bring. 

Sensing the impending disaster, Walt swatted Moose on the muzzle, hard. "NO!" 

Moose turned and roared out in anger. Perceiving that his lust was to be thwarted, his ursine temper flared and he swung his paw back, ready to swing forward and eviscerate with razor-sharp claws. 

Vic moved rapidly, blocking the blow and pinning Moose's paw back. It was not an easy task. By this time, Walt had changed into half form, Mitch moved in front of Rusty and began to change as well. Their half forms would give them additional strength to aid Vic if needed. 

"Stop! Get control of yourself, Moose. Control the bear!" Walt was literally in Moose's face, shouting at him. He devoutly hoped Vic's grip on Moose's raised paw would hold. 

"Easy, Norman. Easy!" It was Rusty who spoke. It was a commanding yet gentler tone, one quite different from Vic's yet every bit as effective because it was the voice of a lover. Moose's eyes lost their fire. He moved around Mitch. "Easy. That's it. Easy, bear." 

Moose relaxed a bit, and took a deep breath. He seemed to struggle briefly, then breathed deeply again. He turned towards Vic, who was still tensed, ready for trouble. He growled then gave the ursine equivalent of a chuckle and patted Vic on the shoulder. The growls and grunts went over Rusty's head, but it was obvious to the others that Moose was teasing Vic. 

"I coulda taken you, old bear, and you know it!" Moose growled. 

Vic warbled and grunted back, "We'll see about that, Cub, we'll see." 

Mitch motioned Rusty towards Moose, then spoke to the big bear. "Go slow, and hug him lightly. Pretend he's just a kid. You can bear hug later." 

Rusty, who was still some time from his own first change, seemed to be unconsciously straining his body forward, willing it to make the change early. He threw himself into his lover's embrace, reaching as far around his bulky, fur-covered belly as he could, his stubby erection poking into Moose's hairy thigh. 

"Oh, Norman!" The rest of his words were lost to the others, muffled by the dense pelt Rusty had buried his face in. Moose put his paws around Rusty, squeezing him dangerously in spite of his effort to moderate his strength. Rusty's cry of distress instantly made Moose ease off. Rusty hugged again, and this time the answering pressure from Moose was much gentler. 

The embrace lasted for a bit, and Vic let it go on, knowing it was good for both Rusty and Moose. Finally, though, he put a heavy paw on Rusty and carefully drew him away. He growled, and then vocalized at Moose. Moose could understand that Vic was telling him he needed to change back to human form now, instructing him to imagine the process in reverse, and that he would change back with him. 

Moose, for all his size and occasional social clumsiness, was a sharply intelligent man. He watched Vic slowly change back to human form and mirrored the moves. He still had some difficulty, reaching a point and straining with visible effort. Again, he had trouble with his face, his muzzle stubbornly refusing to recede. Finally, with an audible crack of bone it did; and back in his human shape and covered with sweat, he spoke. 

"Wow!" 

"Not your usual Sunday-morning-walk-in-the-park, is it?" Vic said, himself now fully back in human form as well. 

"Fuck, no! It was... it was..." He suddenly paused, then reached for Rusty. "Did I hurt you, love?" 

"No, I'm fine." He gulped. "Oh, Norman, you were beautiful! Such a big, strong bear!" He reached out and hugged his mate tightly and kissed him long and hard. Both men were erect and drooling precum. 

"I wanted to fuck you so bad!" Moose said, fondling his lover's ass. 

"And I wanted you inside me so bad, too!" Rusty breathed, massaging Moose's hefty ball sack. 

"And he would have damn near killed you in the process. You'll need to wait until you've changed to be able to take him as a bear. Hell, he's a challenge enough in human form. But there's nothing to stop you playing around now." Vic slyly eyed the rigid cocks of both bears. 

He looked at his family, hand on his hips, smiling. "You guys get up to some mischief if you want to. I've got work to do upstairs." He reached for a towel from the stack by the door and tossed it to Walt. "Clean up when you're done, son." 

Walt and Mitch looked at the two men, who had sunk to the bed and were eagerly pawing each other. They looked at each other and grinned. 

"Insatiable, aren't they? Mitch said, laughing. 

"And you're not?" Walt punched his mate playfully on the shoulder. "I seem to remember being skewered by that cock of yours twice this morning. And you still had enough to coat Rusty a bit ago. I've created a monster. You can't wait to fuck any hairy butt you see." 

Walt moved fast to avoid the snapping towel in Mitch's hands, but not quite quickly enough. 

"OW! That fucking hurt!" Walt whined in an exaggerated way. 

"Serves you right. Besides, you love getting skewered and you know it!" Mitch tried to land another snap, but this time, Walt caught the towel in his paw and dragged Mitch in close to him. The two embraced and kissed. 

"Should we join them?" Walt asked, indicating the two coupled figures on the bed. 

"Well, isn't there something about the Papa having the privilege of the first fuck and all? After all, it was your seed that changed him. That makes you his Papa, right?" Mitch still wasn't sure of the were etiquette in matters of changing. 

"Woah, wait a minute. I'm not responsible for Moose, I never..." Mitch's raised hand stopped Walt in mid-sentence. 

"I know how it happened, Walt. Rusty told me." 

"Rusty told you?" Walt was confused. 

"Well, Moose explained to Rusty what he had done with that condom full of your seed that he found in the bathroom. Of course, he had no real idea what he was doing. Just fulfilling a fantasy, I gather. Anyway, Rusty told me the morning after we got them here. Once he knew, he didn't want anyone blaming you. I know it isn't your fault, love." Mitch embraced his lover and hugged tight. 

A loud grunt and louder groan switched their attention to the couple on the bed. They were surprised to see that it was Rusty with his cock buried in Moose's hairy ass and not the other way around. It was more than obvious that he was filling Moose's butt with short-and-stocky-strawberry-blond bear seed. His impending change had given the shorter bear an increased interest in topping. 

"Awww... they didn't wait for us," Walt said in mock disappointment. 

"Wait? Hell, they don't even know we're here," Mitch responded. "What say we just let them come to terms with all this, OK?" 

"You mean, give Rusty a chance to get familiar with that log Moose is sportin'? Yeah, I guess we can do that." Walt grinned and tossed the towel onto the bed. "They can do the honors when they're done." 

Smiling at the happy sounds of bears mating, the two padded out of the changing room and up the stairs to the kitchen and a belated breakfast. 

After the two had left, Rusty gave a loud grunt and began to jackhammer his lover's ass. In moments he shot another load into Moose's already-filled butt. A few more strokes and he collapsed onto Moose's broad hairy back. 

"Oh, lover! God, I can't wait to change, too... I want to fuck you as a bear so bad!" 

Moose looked over his shoulder at Rusty. "You ain't doin' half bad now, stud." He squeezed his ass tight to help milk out the last of Rusty's seed. 

"Walt said something about first fuck, and I want to fuck you so bad now it hurts. But I don't want to hurt you, and I really want to breed with you as bears... I mean both of us. If you were to change in a day or so, I could wait; but.... oh, GOD!!" 

Moose moaned out loud as he felt his lovers mouth close over the tip of his large cock. 

"Oh, Rusty... don't fucking stop! I'm gonna....." The rest of his sentence was lost in the bucking and moaning as he shot a huge load into Rusty's eager mouth. No way could the smaller man swallow fast enough. Thick white bear cum spilled out the sides of his mouth and down his bearded chin, to drip into Moose's crotch. 

Moose's were-enlarged prostate and testes produced greater than average loads, and they recharged quickly. And even though Rusty still hadn't made his first change yet, he was getting noticeably bigger. His short, stubby cock was larger, a bit longer and definitely thicker. His balls were impressively large, too. He was getting fuzz on his legs and butt, places where he hadn't been especially hairy before.

The two men, one a werebear, the other still some time from it, happily compared their old and new bodies while they cuddled and stroked each other. 

Mitch had been instinctively right in leaving them alone for this bonding time. It was just what was needed. 

Chapter 2 

Some weeks later, Mitch and Rusty were sitting on a log, overlooking the canyon where Mitch had had his accident and nearly died a few months earlier. The weather was still cold but the evergreens gave scent to the air as the sun hit them. Mitch never tired of the view, the negative associations with the place long since submerged in the beauty of the place and his love for Walt. Now, it reminded him of just how much Walt loved him, and to what extremes his mate would go to for that love.

Rusty had found Moose's exuberance and eagerness to try out his new bear strength tiring at times, and he found a quiet walk with Mitch every now and then was just what his still-anxious mind needed. The long walks also helped burn off the increasing energy and restlessness he felt as he sensed the beginnings of his own changes. Mitch was more than glad of the exercise himself, and he was pleased to change to half or full form at Rusty's request. It let Rusty see in a less personally involved way what to expect, and Mitch frankly enjoyed practicing his were abilities.

"You're quiet today." Mitch paused and when Rusty didn't say anything, said, "Want to talk about it?" 

Rusty turned to Mitch. "Promise you won't say anything about this, OK? I don't want to worry Norman. Anything having to do with potential problems and me, he worries. So, just between us, OK?" 

Mitch wasn't sure he wanted to be a part of a secret. He knew that sometimes they were necessary, even best for all concerned; but he didn't feel comfortable with them. He slowly nodded. 

"Well, about a month before we came up here, before Christmas, I had my physical. I'd let it slide so it had been, oh, I guess, five years since the last one. The doc found something." Rusty looked out over the canyon and inhaled deeply. Mitch waited for the smaller man to continue. 

"Two of my arteries are pretty heavily blocked. Heart ones," he said, tapping his chest. "The doc says he thinks they could be taken care of with stents, but he also says there is a good chance it might take bypass surgery. It depends on what they see when they go in. He wanted to do it right away, but I asked for it to be postponed until after Christmas. He agreed, but only if I was very careful and didn't exert myself." Rusty kicked at a small stone, sending it skittering over the edge of the trail and down into the canyon. Mitch waited for Rusty to go on, and heard the soft plash of the rock landing in the stream below. 

"Mitch, I'm worried about changing. The doc seemed to think exertion was a bad thing for me. I'm afraid to tell Norman, he worries SO much if I'm sick or anything like that. If I have a cold, he's always sure it's going to develop into pneumonia or something. I know I have to tell him, but I don't know how to, especially now that I'm about to change, and..." 

Mitch was smiling as this last part tumbled out. Rusty mistook the smile for levity and his temper flared. 

"Damn it, this is serious! I was going to ask for your advice about all this, but I see..." 

"Oh, no! Rusty! Easy, easy. I wasn't laughing. But there's no need. No need to worry, I mean." He reached over and attempted to hug Rusty, who pulled away, almost pouting. 

"Look, Rusty... here, let me try to explain. Walt or Vic should really be doing this; they know more about all this than I do." Mitch looked down at the angry bear who all but turned away from him. "This is all new to me, too, you know; but from what Vic said, any imperfection, any injury, any congenital problem gets repaired as you change. You essentially get a new body in perfect order and, barring massive injury, it stays that way." 

"But I'm not a were yet, I could still be at risk, couldn't I?"

"Maybe, but I doubt it. The process has started and since everything has to be in good working order for your first change, it's likely those arteries are clean as a whistle now; and if not, they're on their way to being that way. I've noticed you've seemed to have more energy of late." 

Mitch looked at Rusty carefully. "I can see development already, you're more stocky than you used to be. You're thicker and it's not fat and it's not my imagination, either. Others seeing you probably wouldn't notice unless they were looking for something specific, but I've been through it and can see the signs. You're getting that soft fuzz like we did when we were teenage boys before getting body hair; and you can't tell me your stamina hasn't increased, I've heard you and Moose going at it late at night."

Mitch smiled and opened his arms and this time Rusty accepted the hug. Rusty's look was inquisitive. 

"So, you mean I don't have to worry about my heart or getting sick any more? I don't have to be careful of what I eat and watch my weight?" Rusty's expression was a mixture of disbelief and desire that it should be so. 

"Well, yes. As far as I know, that's how it works. So, tonight when Moose makes his mac and cheese, eat all you want; and when I make eggs Benedict, you can pig out." 

"Woo hoo!" Rusty breathed, his eyes lighting up. "I can eat all the tasty stuff I make for Moose again!" Mitch smiled at the stocky man's delight; Rusty was truly a bear at heart and always had been, with that deep love of good food so many bears shared. 

Suddenly he paused, thinking out loud. "What about colds and flu and such? Will I be immune? What about accidents?" 

Mitch nodded. "Don't get crazy and go sky diving without a parachute. We can't exactly take you to a hospital, and there are limits to what even a were-enhanced body can repair. You still need to be sensible. The way Vic tells me, you can't recover from massive injuries, the kind that will kill you before you have a chance to repair them. But essentially, your body will truly take care of itself from now on, inside and out." Mitch smiled again. "So, don't worry, OK?" 




Being the Bear



A chill wind had kicked up while they had been talking. Rusty shivered. Mitch had grown indifferent to it, but the smaller man looked cold.

"Let's head on back, get you in front of a nice roaring fire." Mitch said.

"Mmmmm... and hot cocoa!" Rusty said and Mitch smiled down at his shorter companion.

They got up and headed back down the trail towards the cabin. As they walked, Rusty looked at the backs of his hands, examining them closely in the sun, seeing the brand new fine hairs on them glowing in the light. "Will I change much?" 

"You mean as a bear, or as a human?" 

"As a human." Rusty picked up a rock and threw it watching as it sailed out down the length of the trail. "I'm getting stronger, I know. Look how far I threw that. And I don't get nearly as out of breath walking. I can hike a lot further with you now, but what am I going to look like? Will I be... " He paused then said quietly, "...me?" 

Mitch looked with affection at the short man beside him. When he first met Rusty, he struck Mitch as a little too prissy and refined. But the way Rusty behaved with Moose around, as well as his enthusiasm in bed, had changed that initial impression. In spite of some irritating habits, Rusty kind of grew on you, Mitch reflected. He was still a very 'proper' man, but he seemed more relaxed and not nearly as uptight. 

"Coach says there really isn't any real way to tell ahead of time. But it's odd you mentioned that, I've been thinking about it. I'll bet that there is some way of knowing, at least generally. Knowing something of the genetic makeup of the potential were might give some pretty good clues. Maybe I could look into that. Anyway, in human form, you'll likely be a bit bigger, taller maybe and certainly hairier, too. Your face shouldn't change much, though." 

Rusty looked up at Mitch. "I know I can see a difference in you from when I first saw you. It was obvious to me that you'd kept in decent shape as you got older, but you're taller and you filled out... you're bulkier." Rusty grinned. "From what Norman said, you were already pretty hairy. You don't seem to have as much gray in your beard now." 

Mitch squeezed Rusty's shoulder. "I've got no other information. Remember, I'm kind of new at this, too. You might get a lot bigger and taller. You might look much the same. Does it make a difference? You know Moose won't care. Why the interest?" 

"Well, there's my sister." 

"Ah, that's right. I'd forgotten you have living relatives. Walt and I don't, and Coach says there is no one living who ever saw him before he changed ... well, other than Sam. Are you and your sis close?" 

"Not really. I think the last time we saw each other in person was at dad's funeral." Rusty thought, then nodded. "Yes, that was it. We mail each other and call sometimes. Pictures at Christmas, that sort of thing. She might notice a change in me. How will I handle that?" 

"Rusty, it all depends on how much you change in your human form. You may not change that much and that small change could be passed off as being the result of you hitting the gym with Moose, and the passage of time." Mitch paused. "You're lucky, you've retired, so there's no one who sees you regularly at work to worry about." 

Rusty started. "Oh, my God! The neighbors! What are we going to do about the neighbors?" he blurted out. The sudden change in topic didn't phase Mitch.

"Oh, we'll have to kill them, of course. No choice there, I'm afraid." Mitch gave Rusty the most serious face he could muster. 

The look of utter horror on Rusty's face told Mitch his joke had sailed way over the bear's head. Rusty's mouth dropped open, and his expression was too much for Mitch. He couldn't maintain his grim countenance a second longer. He burst out laughing. 

Rusty quickly caught on and stood there glowering as Mitch laughed himself out and when he'd finished Rusty spoke, "I suppose you think that was funny?" he said with an icy, highly polished, tone. 

"Relax, man, I was teasing." Mitch said, catching his breath. "You should have seen your face, though."

Rusty maintained his scowl a moment or two longer and then relented, smiling back at Mitch. "I must admit, you did that very well. You got me good." 

Mitch grinned back. "Really, about your looks... one step at a time. You've got bigger things to think about now. Time enough for that later. Your neighbors know you guys went away for Christmas, right?" 

"Yes. I told them that Norman and I were visiting relatives for the holidays, then going to Tahoe for skiing and a long vacation. Norman took vacation time owed him. They won't be expecting us back for a couple of months or so." 

"Good. That gives you some time to work out a plan with Coach." 

The pair continued walking, chatting away and soon found themselves at the base of the trail. They made the last turn and saw the cabin sitting at the end of the large clearing. It was clouding up again. 

Mitch sniffed the air carefully. "Walt's better at this than I am, but I think I smell snow coming; a late last storm of the season. Seems that way, anyway... " Mitch dropped the pose of sniffing the air. "Well, that, and the weather on the radio this morning." He grinned at Rusty, who smiled back, a sign he was relaxing again. 

"I hope Norman's made extra mac and cheese. I'm so hungry I could eat a bear." Rusty said over his shoulder, oblivious to the double meaning of his words as he picked up the pace and reached the steps to the cabin before Mitch. Mitch looked at the hungry bear's quick movements and thought to himself, 'He's showing more of the signs. He'll be changing soon. And he's not half-bad looking from behind!'

Mitch grinned, and followed Rusty up the steps.

Chapter 3 

Trey and Ron came from around the corner of the old dilapidated barn and mounted the steps to the house. "Where'd you put him?" Sebastian asked. 

"Down that old dry well out in back of the barn, along with the old coot of a farmer," Ron said. "With a shitload of rocks on top of him," Trey added. The two edged their way past Sebastian and went into the kitchen to clean up. 

"Tell Jason to use some bleach on the floor and walls," Sebastian yelled after them, then muttered, "I have to think of EVERYthing."

Sebastian turned and looked appraisingly at Ron's ass as he passed, but gave no comment to show his approval. He didn't need Ron feeling too smug about his new body. It hadn't been long since Ron and Jason had made their first change. Sebastian had picked them up a week apart, and fucked them the first night he met them. Sebastian could really turn on the charm and any man who was willing to have man to man sex could easily fall for that charm... and Sebastian knew it. 

Unexpectedly the two had both changed on the same night. Sebastian had jacked as he watched the fur crawl over Ron's changing body, obscuring his tattoos. He shot two or three huge loads on Ron's chest and belly. He moved around back and as soon as Ron's stubby tail had emerged, he'd jack hammered into that fine bear butt. Just as he and Ron were finishing up, Jason came barging in, crying out in pain. His body was morphing, the pawed hands on the sides of his head and tears streaming from his eyes indicating the obvious pain of his expanding skull. Sometimes the change was more painful, but Sebastian gave him a different pain to distract him from his change. Still in full bear form he wrestled Jason to the floor, positioned himself behind the changing man and hilted in his ass with his fully changed werebear cock. Jason howled at the new pain in his rear as the huge cock tore at him. Sebastian didn't care, he was claiming his right to first fuck as Jason's sire. Ron moved to Jason's front and massaged his head, wiping the tears from his increasingly furry cheeks. He cradled his head as Sebastian began pounding. When Jason had changed enough to accommodate Sebastian, pleasure over took and he began to suckle Ron's meat. When he finished, Sebastian wiped his dripping cock on Jason's furry ass, and gave it a slap. He'd left the two bears talking softly together as he stalked out of the room.

Sebastian leaned on the porch railing and massaged his hard-on, looking out over the yard area between the old house and the barn, as he thought about the pair. They were both as dumb as a sack of rocks, but they were great fucks. If it weren't for the fact that he liked to pound both Jason and Ron and that he needed the extra muscle, they'd probably go the way of Freddie. They were about as useless as that dead bear had been. At least they didn't whine. Sebastian hated whiners.

Rick let some of the tension out of his body and moved closer to Sebastian. He tentatively raised a hand to place on his lover's shoulder, and then thought better of it and dropped it to his side. 

"What's the plan?" When Sebastian didn't reply, Rick added, "I mean, what do we do next? Where do you think we should go?" 

Sebastian turned and looked at Rick. "Oh, I got a plan, don't you worry about that. Southwest. Arizona, maybe or California. Yeah, California. I got a buddy there, he got out a couple months before me. He used to sell some weed and other shit out there. Said he'd cut me into the action. But we got to get away from here, it ain't safe to stay. We'll clear out, lay low for a while to let things cool down, then head for the coast when we get some cash." Sebastian gazed off in the distance. "Why is there NEVER enough money?" He kicked the porch rail. 

Rick abandoned his caution and put a hand on Sebastian's shoulder. When Sebastian didn't shrug it off, he squeezed. Sebastian nodded and gave Rick a small half smile. "Go tell those clowns in there to get their shit packed. We're gonna head out first light. And bring me a beer." Rick sighed and moved to do Sebastian's bidding. Sebastian continued to gaze off in the distance. Unnoticed by any of the others, he rubbed at one eye with the back of his hand, and then shook his head, turned, and walked inside. 

- - - - - - -

Dinner that night in the cabin was noticeably more relaxed. Rusty seemed much more at ease, kidding and joking in the same way he had when Mitch had met him for the first time. He just seemed 'sunnier'. Moose was delighted with the change, and even Walt noticed. 

At one point during the cleanup after the meal, Walt said quietly, "Hey... what did you do to Rusty?" 

"Oh, we just talked. I think he was more worried about his first change than he was letting on to anyone. We talked a lot about that." Mitch carefully avoided betraying Rusty's trust and privately decided that it would be totally up to him if he wanted to give information about his heart issues or not. 

"Well, whatever you did, it worked. He's a different person. I'd almost say it was a case of 'he finally got laid', but we all know THAT hasn't been a problem with Moose around. I swear, that bear was born with a constant hard-on." 

Walt kissed his cub and went back to scraping off the oven-hardened remains of mac and cheese that Moose had made. "Maybe now he can teach Moose how to make more dinner items outside the dairy group." 

"I heard that!" Moose bellowed from across the kitchen where he was unloading the dishwasher. "My bear did all the cooking at home. I admit, I got no talent for the fancy stuff, but if you don't like my mac and cheese, next time I think there's some kibbles and bits in the pantry for you." Moose's wide grin took the sting out of his comment. 

Walt lobbed a soapy sponge at Moose and for a moment, it looked like a frat house tussle was about to break out. 

"Easy, boys. Take it outside if you want, but don't trash my kitchen." Vic peered over the book he was thumbing through at the table.

After the kitchen was squared away, Moose and Walt wandered off to the living room. Rusty helped Mitch put the clean dishes away, and went to the living room, too. Shortly after, Mitch heard Moose, Walt and Rusty in the entryway and then the front door close . Mitch finished stacking the last of the plates in the cupboard and went to sit across from the coach. Vic smiled at Mitch. 

"Whatever you said really did make a difference. That man was a jumpy as a long-tailed cat in a room full of rockin' chairs. He was making me nervous." He held up a hairy paw. "No, I don't want details. You've got a knack, son; I've watched how you've handled both of them. You've done good." Mitch colored a bit. 

"Nah, it's true. I think we would have had to tie Moose down if you hadn't been there when he changed." Vic looked carefully at Mitch. "I think it would be a good idea for you to be there when Rusty changes for the first time, too." Mitch started to object, but Vic stopped him. "Son, I know you're new to this, but Rusty and Moose like and respect you. Tell you the truth, I'm kind of worried about Moose. He still doesn't have good control of his bear when he changes and you know how horny he is. He's going to want to mate with Rusty as soon as he changes. If his bear gets away from him and Rusty doesn't have good control of his own bear, well..." 

Mitch nodded. He could easily imagine what damage the huge Moose could do in full bear form, and Rusty had a temper... he might fight back with uncontrolled full bear strength.

"OK, I see that. But what should I do?" Mitch asked.

"What I'd really like for you to do is talk to Moose before Rusty changes. You remember what Walt an' I did when you changed for the first time. Talk to Moose about that, let him know what he'll need to do for Rusty. Let 'em know you'll be there. We'll be there, too, but I think I'm gonna let you take the lead here." 

Vic leaned across the table and gave Mitch's shoulder a squeeze. "I don't think Rusty will have a problem, and you can kind of be Moose's coach. You'll know what to do when the time comes, and Walt will be right behind you." 

"Well, OK. If you really think I should." Mitch was still uncertain. 

"Yep. I do. Time for you to take some more responsibility as a werebear. It'll suit you. Besides, I can't do everything around here!" Vic grinned. "Now come here and give papa a hug and a grope." 

Mitch rose and reached for his old high school coach. He'd grown very fond of this gruff older man, who was by turns stern, funny, cranky, gentle, cultured and earthy. Walt had told him stories of the coach's adventures and he'd heard a few from Vic's own lips. He'd watched the way Vic and Walt interacted, the proud father and the loving son. He hugged the old bear tight, then kissed him, tasting cigar and whiskey. 

He surprised himself by responding to the coach's returned kiss with tongue. He felt thick growing bear cock pressing into his groin and the answering surge from his own now hefty meat. 

Vic broke the kiss and laughed. "You know, I got a feeling those three are gonna be horny as hell when they get back in here from tusslin' outside. What say we get naked and build a fire and have the living room all ready for 'em?" 

Mitch was more than willing. The two rapidly shed what little clothing they had on and made up a fire and lit the kindling. They had used a lot of the wood Walt and Mitch had chopped months earlier, but there was still a goodly amount left. The two looked at each other, the lust sparking in their eyes. Mitch took in how the older bear's long, thick body hair curled in thick swirls on his shoulders and belly and at the cleft of his butt, and how the leaping flames glinted on the blond fur on his arms. He reached for Vic. Suddenly, the eager randiness that had flowed through his veins went flat, and he hesitated. 

Vic had always been an astute observer of others, and noticed immediately. He said softly. "What is it, son?" 

"I don't know, I..." Mitch paused and sorted through conflicting emotions. "I just flashed on how you and Walt and me in bed felt while I was here, waiting for my first change; and then on high school, and how I was a little afraid of you, and how I felt when I saw you naked that day in the locker room, and how I wanted you and felt it was so wrong...."

Vic folded Mitch into his arms and kissed him on his bearded cheek. "Son, we left that world behind long ago. You aren't a kid, and I'm not your coach. Not any more, though I'm rather fond of you calling me that. We're both werebears; kin, like. Don't give it another thought. You aren't a perve, any more than I am. You're a bear. Just like me." Vic held Mitch out and looked straight into his eyes. 

"Look. Weres are old school. I mean really old school. We don't look at relationships in the same way humans do now. Sex is great, it feels grand, and it's a wonderful thing to share with a buddy. It's how our kind show affection and love for each other and always have. I think many older civilizations used to regarded the fun aspects of sex with a different eye than they did mating and rearing of families; and family was a lot looser concept back then, anyway. But having a mate, like you and Walt; well, that's special, and it isn't based just on sex. It's a linking of spirits on a level that humankind just doesn't understand. You know, there's fucking for fun, and there's fucking for love. You and Walt could fuck every bear standing and it wouldn't touch what you two have." Vic chuckled and swatted Mitch's butt. "And in case you hadn't noticed, werebears are perpetually horny." They both laughed and Vic gave Mitch's thick erection a squeeze. Mitch moaned.

"See what I mean? Always listen to your body, son."

"I've been meaning to ask you something. I've asked Walt about it, but he didn't give too much detail." Mitch said.

"What's that, son?" 

"How did you and Walt get together? He said it was in his freshman year in college and that you and he just did it... I kind of want to know how you two became a couple." Mitch felt he was skating around an issue. 

Vic laughed, "He's been kind of stingy with details, eh?" 

"Yeah."

"Well, that's understandable. See, your Papa kinda took advantage of your ol' grandpa. Not that I really blame him, he was overwhelmed by his senses and instinct and I was pretty tanked when it happened." Vic smiled.

"'Took advantage, how?" 

"Well, he was going to Fresno State, athletic scholarship, football. I'm tellin' you he had one fine manly figure for a kid of only nineteen, some nice muscle and a good bit of fur on his chest, but a Coach doesn't sleep with his students... at least not for a couple of years after they've graduated." 

He tussled Mitch's hair like Mitch was eight years old and continued with the story. 

"He was on summer break and so was I. He came by my house and he had a case of beer with him. I'd had some bad news about one of my cubs back east. We're tough, but we can be killed; I'd heard that Silas was killed in an head-on collision. Poor Silas, he was my first cub, and I still miss him. Anyway, I had finished off a whole case of beer by myself and half a bottle of whiskey by the time your Papa got to my place. I answered the door half-naked, just a pair of shorts and sandals, hadn't been shaving because it was summer break. I must'a been a sight, and your Papa's eyes almost bulged out as far as his cock did lookin' at me. Somewhere it registered in my booze soaked brain that I could smell his desire, but the thought left as soon as it arrived. I was full of grief and feelin' pretty bad and tried to turn him away, but he insisted. I blurted out that I wanted to be left alone because my son had died,. He didn't even know I had a son, he said. He said he'd always considered me to be sort of his 'spiritual father'. He said he couldn't leave me alone, not like that. You're Papa is something special, you know."

Mitch squeezed Vic's shoulder and said, "I know."

"So, drunk as I was, I said 'what the hell' and invited him in. He sat and drank with me. I downed half his case and passed out on the couch. The next thing I know, I'm awake, really horny and just about to shoot. I'm still drunk off my butt and your Papa's got his mouth on my cock and his finger up my butt. He's drunk, I'm drunk, and I'm trying to push him away before I shoot. I guess I made him lose his balance. He was crouching, not kneeling, and I guess his socks on the hardwood floor lost traction. Anyway, he sorta fell forward onto the couch. My cock gets buried to the hilt in his throat, his fingers pull out, tickling my love nut and it's all over! I gush straight down this throat. He sucks down every drop he can get. A minute or two later, when I had a chance to process what had just happened and the implications of it I start bawling for him and what I'd done and thinking about Silas and all."




Being the Bear



"Of course, He thought I was mad at him for suckin' on my cock, and he's all sorry that he took advantage, but he's saying he couldn't help himself, my cock was hanging out the bottom of my shorts and I just smelled so good and the next thing he knows he's playing with it and then tasting it."

"So now, on top of losing a son, I've got a new one who's life is gonna get a whole lot more interesting really quick. 'Course, I had to tell him what was going to happen to him then. He had to quit school, would have to start at another under a new ID and not in athletics when he did. He 'disappeared'; no note to his folks, nothin'; had to be that way. I quit my job at your high school and moved away with Walt and the rest, as they say, is history."

"So, why do you think Walt was sketchy on the details?" Mitch asked

"Oh, I think he's a bit embarrassed. See, he's been really careful about who he shares seed with since and here Moose has been changed in a similar way to him, and with his seed. I mean, I know it wasn't his fault, but maybe he's just a bit sensitive about it; I dunno. The parallels between how Walt was changed and how Moose was changed are really close in a way, a deep desire to take a particular man's seed into his body, without the 'knowledge' of the one giving it. And your papa's first change wasn't easy either, not exactly like Moose, but still... he went more than a little wild. Real hard time learning control. You know that part of the story, of course."

"Now, I've told you because you asked me my side of it and I feel you have a right to know, but it doesn't mean you have to talk to him about it. Let him tell you in his own time... know what I mean?" Vic gave him a gentle kiss and then stood back. "Now, how about we get down to some good old fashioned bearsex?

Mitch smiled broadly and growled as he changed to half form. He had developed a taste for playing in this transitional form. He liked the animal feelings he had, and the enhanced senses and strength it gave him. Vic obligingly changed along with him. They could talk easily in this shape as well as use their hands; and yet looked more ursine than human. Their cocks slid from furry sheaths and blunt flattened tips dripped precum. 

"Aw, fuck, man. I got an itch and I can't quite reach to scratch it. Think you could help out with that?" Vic lay on his back and lifted his legs, parting his ass cheeks with thick hairy paws. 

Mitch all but drooled as he eyed the pinkish pucker, matted with dense, darker blond swirls of hair. It was obvious that he was listening to his body. His erection pounded back to fullness and he snugged up against Vic's warm ass, placing his rigid meat tight against Vic's waiting hole. 

"Gee, Coach... should we be doing this?" Mitch said, a wicked gleam in his eye. 

"It's fifty push-ups right now if you don't," the blond bear growled. 

"Yes, SIR!" Mitch barked, and drove his fuck-pole home in one swift stroke. Vic's eyes opened wide as Mitch penetrated him, and then he sighed. 

"Oh, yeah... that's it. Just what I needed." 

Mitch worked his swollen meat in and out of Vic's butt, making each stroke count for them both. Long and slow, then quicker; almost all the way out, then back in deep with a wiggle of his hips as he bottomed out each time. He savored each stroke, concentrating on the feel of his cock in the coach's ass, feeling each inch of the inside of the older bear's tunnel, shivering each time his ridge cleared the muscle ring and plunged back in. He watched his cock slide out, dragging some of Vic's butt fur along with it, long dark blond strands sticking to his skin as he pushed back in. Finally, unable to last any longer, he began to jackhammer Vic. 

"Gonna fucking shoot, gonna fill your blond ass, man!" In half form, his fur was darker than Vic's, and his body, though larger than his normal human form, was slightly smaller than the coach's. The firelight made both their pelts glow. Mitch's butt muscles bunched as his hips rotated forward, driving his cock in as deep as he could manage. 

The three bears, Walt, Moose, and Rusty, came in from the kitchen, brushing the last flakes of snow from their clothes. Walt spoke first. 

"Now, don't my cub look like a prime stud? Lookit him go!" His voice showed the pride he felt. 

"What are we waitin' for?" Moose said, shedding his pants and sweater, his thick furry body slightly damp with sweat. Rusty and Walt weren't far behind. Mitch's growls got louder and louder as he shot, and Vic joined him, his deeper voice adding to the happy noise as he shot a heavy load on his own chest and belly. 

Walt dropped to all fours and lapped up his Papa's cum, then kissed first Mitch, then Vic, sharing some of the cream with each. Mitch moved off, and Walt's hard cock slapped up against his belly as it dragged across Vic's thigh. He positioned himself, straddling the coach's torso. "Lift," he growled.

Vic lifted his legs onto Walt's furry shoulders with a grin. Vic growled, "So now you're tellin' the old man what do do, eh?" Further comment was cut short by Walt's hard on sliding deep into werebear ass slicked with werebear cum. Balls-deep, he pressed hard against Vic's ass, and then began to jackhammer, pounding Vic's thickly furred butt, now slick with Mitch's cum and his own sweat. Intent on fucking his papa, Walt hadn't changed to half form before mounting, but his human sized cock was still doing a number on the half-formed bear under him. He gripped the shaggy shoulders and held on tight as he shouted and began to pump his seed into his papa bear. As his body shuddered and bucked, Mitch put a hairy ursine paw on his back, stroking and holding him while he shot. When Walt slowed and finally pulled out, Mitch pulled him over on top of himself as he lay down. They embraced and tongue wrestled for a good long time.

Moose and Rusty stood and watched the intense scene, both erect and drooling. Vic looked at the big man and said, "Moose, why don't you change and log some bear time in my ass?" Moose looked delighted, but then his face clouded and he turned towards his smaller lover. Before he could form the question, Rusty nudged him towards the coach. 

"Go ahead, Norman. I love to see you as a bear. Besides, when I change, I guarantee you'll be the first bear in my ass!" Moose eagerly stepped up to the plate. He began to change into full ursine form, this time having an easier time of it. Rusty was slowly jacking him while he made his change, whispering encouragement to him. Once Vic saw that Moose was successfully making his change, he completed his own to full werebear form and was ready for Moose when he finished. 

Moose towered over the supine bear, panting, snuffling and growling. In Rusty's eyes, he was an awesome Bear God; and in fact, Moose was an impressive grizzly, tall and broad, thickly muscled and covered in a glossy reddish brown pelt of surprisingly soft fur. He put his great ursine head down and lapped at Vic's densely furred ball sac, tasting the seed that had trickled down from the huge shaft. He gently mouthed each orb, then trying, but failing, to get both in his mouth at once. He ran his rough tongue up and down the shaft of Vic's cock, snuffling in the warm spicy skin and fur of the sheath. Taking the flattened tip in his mouth, he worked his way dawn the shaft then up again, curling his long bear tongue around the shaft as he did so. He placed a paw against Vic's balls and pressed lightly while he worked his meat. Vic growled and grunted in satisfaction, and then raised his heavy legs up and onto Moose's shoulders. Moose nodded and hunched forward.

In full were form now, the loud growls and grunts told Moose's ears that Vic wanted it hard and fast, for him to plow instead of thinking. Moose did so, thrusting home, sheathing his meat in the slick warm cave of Vic's butt in one strong stroke. He threw back his head and roared as his balls slapped against Vic's. He pushed forward, trying to get more of himself into the coach, and scooted the big bear a ways across the floor in the process. The other bears gave the ursine equivalents of chuckles, and Rusty laughed out loud.

The slick warmth of the coach's insides enveloped Moose's cock. He whined, and drove himself forward, intent on fucking the bear under him into next week. He growled louder and louder as Vic thrashed beneath him, loving every minute of it. This was no lazy fuck, this was urgent bear breeding. Moose's chocolate brown eyes lost their focus as he drove towards his climax. He pumped faster and faster, his balls slapping against Vic's and sweat dripped off his fur. A triumphant roar shattered the air as a torrent of his seed gushed into the coach's bowels.

Vic moaned and groaned, his ass awash with the seed of three of his family. The look on his expressive bear face spoke of happiness and satisfaction. 

Rusty was so turned on by seeing his lover fucking that he all but shot a hands-free load. As he trembled with excitement, his cock bobbing and jerking with his rapid heartbeat, Mitch and Walt looked up at him, then at each other. They both smiled and nodded, and scrambled to their feet. Both were still in half-form when they embraced Rusty and hugged him tight, their glossy fur and heavy bodies pressing against him. The smaller man's skin was alive with the feel of thick bear fur and his head spun with the intoxicating scent of bear cum that clung to the two bears hugging him tight. Rusty uttered a cross between a moan and a yelp and soaked his friends with his ejaculation. As the second and third heavy spurts slicked them, they squeezed and kissed the soon-to-be were telling him how proud they were of him and what a big bear he was becoming. They guided him to the floor and formed a tangled mass with Moose and Vic, lying exhausted. Rusty snuggled down in the bear pile, cuddling with his newfound family. A nap was definitely in order after all the exertion. Considering how warm and comfortable as they all were, sleeping on the thick rug on floor for the night was not unreasonable. Rusty was indeed comfortable enough lying in the arms of his well-padded lover.

Soon, Rusty was dreaming... he was in a forest. He was naked. He looked over his body and noticed there was much more hair on him than he ever remembered having, platinum blond hair mixed with his usual red-gold. Before him was a huge white bear of a similar color. The bear chuffed and stood on his hind legs. He regarded Rusty and roared thunderously. He swiped at Rusty with claws that seemed to be unnaturally long, but still missed. Rusty turned, running as fast as his legs could carry him and heard the bear roar again behind him as the chase began. Rusty twitched in his sleep and Moose drew him closer to his body as they slept. 

Chapter 4 

Several days passed, with the bears splitting the inevitable household chores of laundry, cooking and cleaning amongst themselves. Vic and Mitch made a trip into Tahoe to refill the pantry. Walt cleaned up a lot of old files on the computers and made some changes so that Moose and Rusty could have their own accounts on the network while they were staying at the cabin. He also spent time working on rebuilding the engine on the old Harley Coach had given him for Christmas. Vic spent a lot of time with Moose and Rusty, filling them in on werebear customs and letting them know what to expect in their new lives. 

Moose worked hard at learning to control his bear. It was an inner discipline that he wasn't used to exerting, but he made progress. His shape had settled now that he'd made his first change. In human form, he was slightly larger than he had been. Already a big man, this made him impressively large. Some of the dark red of his hair and beard had returned, making an attractive mix of silver and auburn. His body hair was long and almost silky, and covered most of his chest, belly and back, and was especially thick on his forearms. His hands were broad and competent-looking, with thick fingers that were also long. In human form, he frankly had a beer belly, but his general shape still hinted at what he had been in high school, a football linebacker. 

Changed into full bear from, he was a massive, reddish-brown pelted mega-bear. The coach was by no means a small bear himself, but Moose was physically bigger than him in every way. Broad of shoulder and rump, the hump of muscle on his neck was thick and prominent. Razor sharp claws were long and black and shiny. His muzzle was a much lighter shade of brown than the rest of his fur, and he was both barrel-chested and big bellied. Reared up on his hind legs, his huge penis in its sheath was impressive; but the balls that hung below it were enormous. Everything about Moose in bear from spoke of muscle and weight, and power. Moose loved to use his new body, reveling in the strength and endurance he had. He was happily roaming the back woods, experiencing nature in a way he never had before. 

Rusty was getting impatient for his first change. He badly wanted to fuck and be fucked as a bear by Moose, but he also was anxious to see his own new bear body. His talks with Mitch and Vic had given him a rough idea of what to expect, but he knew there was still an element of uncertainty as to what he would eventually look like in full bear form. In human form, he had grown a little, but his strawberry blond coloring had remained the same, as had his general rotund shape. Standing next to other humans, he would now be just slightly below average height. Next to the other bears in the cabin, he was definitely a pocket bear. And he had noticed more body hair of late. His chest was certainly furrier, as were his butt and legs. The almost downy reddish-gold hair on his belly became a riot of dense fiery gold curls in his crotch, fanning out across and down his legs. His cock was still stubby, but seemed to be even thicker than it had been. Moose loved playing with it. 

The weird dreams Mitch and Coach had told him about were coming thick and fast now. It seemed that every time he napped or slept, his dreams were filled with animal images and strange primal urges. The dreams were both scary and invigorating at the same time. Rusty had always been a fairly meek person; but that was coupled with a tart tongue, giving him an almost passive-aggressive stance in relationships. Falling in love with Moose had changed that to a large degree, but in his dreams he was becoming an aggressive creature, hunting and prowling, confident, dominating the landscape of his mind. Certainly his libido was shifting into a higher gear. Awake, he was now nearly a match for Moose in horniness. 

Before, if one of the bears had come across Moose and Rusty fondling or groping in the hall or on the porch, Rusty always flushed a deep scarlet, nearly as embarrassed as if he had been caught whacking off as a kid. Now, he barely acknowledged their presence if one of them found him skewered on Moose's cock, or mounting his lover's ass. The casual fondling and affectionate hugs and kisses that were common everyday happenings around the cabin he now eagerly accepted and returned. 

Moose encouraged his lover to play as much as he liked with Mitch and Walt and Vic; and Rusty quickly developed a taste for being fucked by Walt while sucking off Mitch. Rusty had to remind Walt that he liked it rough when Walt took things easy so as not to hurt the pocket bear. "Pound me, fucker!" he would shout, and Walt would oblige, but always holding back just a bit. 

"He's smaller than everyone else here," he whispered to Mitch one time as they lay dozing, Rusty's legs twitching in one of his wild dreams. "I know he wants to be plowed, but I don't want to hurt him, and I'm big." 

Mitch caressed his mate's beard with one hand while squeezing his hefty cock with the other. "Don't forget, Moose spends a lot of time in that ass. I doubt you're going to hurt him, you're both about the same size. Hell, I'm nearly as big as you guys now, and I really hammered him yesterday. He was happy as a pig in shit." Mitch grinned. "I can't believe I just said that!" 

Walt chuckled and cuffed his cub lightly. "I've created a monster horn dog, I think." 

"And you love it and you know it!" Mitch smiled back at his mate, and then yawned suddenly. "Jeez, I nearly forgot. It's our turn for supper. We should get to work on the lasagna." He made to get up. 

"Nah. Nap for a bit more, we'll keep this guy company for a while. Vic and Moose won't be back until later," Walt said, nodding at Rusty, who was growling softly in his dream. They both looked down at the pocket bear, and Walt sniffed him carefully. "Won't be long now." 

They settled comfortably, arms draped over Rusty, cuddled close. Rusty snorted and whined a little, and then was still, a half smile at the corners of his mouth. 

The next afternoon, Mitch was taking a break from chores. Seated in his recliner in the room Walt and Vic had fixed for him to use as a retreat, he had his eyes closed, drifting along with Mendelssohn's The Hebrides. A smile flickered at the corner of his mouth. This was the first time in weeks he'd had the leisure to sit and listen. His beloved Stax cans revealed everything on a recording, and his sharpened hearing was drinking in all the headphones could give. Walt stood at the doorway for a minute, looking at his lover and smiling his own smile. He stepped into the room and gently nudged Mitch's foot with his leg. 

Mitch opened his eyes and smiled wider. "Hey, what's up?" Walt leaned forward and gave his cub a lingering kiss. 

"Not much. Moose was outside for a bit, tossing logs or something. Rusty was with him, I think. They're in the living room now, getting frisky. You want to join them?" 

Mitch paused the CD player and took off his headphones. "Nah. I think I'll be lazy and just listen and fiddle with stuff in here. I haven't listened much lately. I need to readjust the equalizer, I'm hearing a lot better than I was... before. There's stuff on these recordings I never knew was there." He scritched Walt's belly. "You go in and play if you want." 

Walt caught Mitch's paw and held it, looking down at his bear. "I love you so much." 

Mitch gazed back, his heart beating faster. Walt was physically very demonstrative of his love and protection of Mitch, but it wasn't often that he overcame his natural reticence and spoke directly of his love. Mitch pulled Walt's paw close and held it against his cheek, then kissed it. 

"You know how happy you make me, lover. You're my life." He kissed Walt's hand again, then let go. Walt stood there, looking down at the man that made him feel complete. The pause lengthened. 

Mitch laughed. "Now you go put something in Moose's mouth so I can listen in peace. You know how loud he gets when he's fucking Rusty." Walt grinned and headed into the living room. 

He entered the hearth-warmed living room and found the two grappling on the couch, naked and erect. Moose was swallowing Rusty's meat, snuffling and growling while Rusty alternately caressed his head and tugged at his ears. Vic came in from the kitchen. 

The phone started to ring just as Vic said, "Where's Rusty? I need...." 

Walt pointed to the couch where Moose was now working his way up Rusty's furry belly to his fat soft nips. "I think he's busy just now, Papa." 

Vic stood with Walt, eying Moose and Rusty making out on the couch. Rusty's eyes shifted to focus on Vic, but the rest of his body was fully occupied with Moose. The phone continued to ring. "I'll get that, shall I?" the coach growled, arms folded across his broad chest. Walt was watching closely as Moose gnawed on one of Rusty's nips, his own cock rigid and drooling. Vic chuckled and reached for the phone. 

Walt moved in close and stroked Rusty's beard as Rusty writhed in pleasure while Moose worked his nips with his mouth and one paw when working a thumb up his ass with the other. He didn't notice Vic go still, and then speak earnestly into the phone. 




Being the Bear



"Couldn't Sam? I see... Yes. OK, don't worry. Yes. Three days, tops." Vic continued to talk as Walt watched Rusty pull his legs back and Moose push them back even further as he moved his cock into position. Moose grunted and backed off a bit to reposition as Vic put down the phone. 

"Son, we need to talk." Vic nudged Walt into the hall while Moose and Rusty, oblivious, continued their bear breeding business on the couch. 

Walt looked closely at his papa bear. "What's doin'?" 

"That was a friend; an old friend. I'm needed." 

"So... go. We can hold down the fort for a few days here, no problem." As soon as he said it, he knew by the expression on Vic's face that it wasn't going to answer his need. 

"I would, but this is likely to be more than a few days, and you know as well as I do that Rusty is about to change. I need to be here." 

"Papa, if you friend needs you, go. I know you feel like you need to be here just in case, but really, it'll be OK... he's more my responsibility than yours, anyway." 

"What do you mean, 'your responsibility'? You didn't change him." They had been over this ground before. 

"No, but Moose did, and in a way, I changed Moose." 

"Oh, let that go, man, you had nothing to do with that. That was all Moose's doing, and a load of trouble it's caused us. More, now, actually." Vic spoke urgently. "I can't just leave you and Mitch to deal with Rusty. By himself, you could handle him, easy. But if his first change doesn't go smoothly, if he doesn't control his bear... well, I worry that Moose will freak. I know you're a match for Moose in human form, son, but as a bear, he'd be a real handful for you and Mitch to control. And if you add a wild Rusty into that, I don't know if you two could handle them on your own. And we don't need two werebears running amok in the woods. I saw early season campers yesterday and today. I know we're remote, but can you imagine the problems if those two tore into a campsite?" Vic put a paw on Walt's shoulder. "Son, I need to go, but I can't leave you guys." 

"But, papa...." 

"Nope. This is important, and I can't see any other way around this." Vic had come to a rapid decision. "We'll have to take them with. Now, you get Mitch and tell him to pack for a road trip. Bring clothes for a week, we'll need to take two vehicles. Cash, too. Cold weather gear, we're going to Canada." 

"Canada?" 

"Go. I'll explain everything at supper. I need to go tell those two sex fiends in there that there's been a change in plan." Vic stomped off to the living room while Walt went in to break Mitch's quiet afternoon. 

The cabin soon resembled an anthill poked with a stick. Of all the bears, Moose seemed the least upset. 'Woo hoo, a road trip!' was his attitude. Rusty was nervous and plainly would have preferred to stay put. Vic was preoccupied, and was overheard muttering to himself. It fell to Walt and Mitch to do most of the packing, and they talked quietly amongst themselves as they packed. Soon, Mitch's new truck and Moose and Rusty's SUV were squared away and the bears adjourned to the kitchen for a hasty supper. 

"Well?" Walt spoke for them all. Each was burning to know what was going on. 

"I know all this is sudden," Vic started. 

Moose interrupted, "I'll say. Why all the mystery? Come on, spill." Vic peered over his coffee mug at Moose. 

"Boy, you need to work on your patience." He took another sip of coffee, then continued. "That phone call was from an old friend, a bear named Boris. We go way back. He needs help and has called a couple of us old buddies up to his place in BC. He wouldn't call like this if it wasn't important. 

"What's wrong?" Mitch asked. 

"He didn't give many details, but I've never heard Boris rattled like this before." Vic looked at his family. "This must be important. I told him we'd be there in a couple of days..." 

"If it's that important, why not fly up there?" Moose interjected. Coach gave Moose an 'are you serious' look.

"What?" Moose was still puzzled.

"Can you imagine Rusty changing on a plane?" There was a pause while he let that thought sink in. "We have to go by road, I can't take that chance. Besides, Boris is half a day from the nearest airport anyway. If we drive in shifts, we can be there in three days, easy. And if Rusty here starts to change, we can find a motel along the way, or worst case, off the road somewhere." Rusty looked thoughtful. Vic turned to him.

"Son, I know this isn't what we'd planned, and I'd much rather you have your first change here. But we'll all be there with you, and it's not every werebear these days who can claim to have had their first change out in the true wilds of nature." Vic was doing his best to put a good face on things for Rusty's benefit. Mitch reached under the table and gave the coach's knee a squeeze. 

"Anyway, most of the guys there will know Walt, and I've told Boris about Mitch. That will be a little dicey, Boris is asking only old friends he's known to this." Vic looked at Moose and Rusty. "You two will need to be on your best behavior, and don't be surprised if you're asked to make yourselves scarce." 

Both bears started to protest, but Vic raised a paw. "I know, I know. But we'll just have to wait until we get there and see the lay of the land. I know Boris – this isn't something minor. He trusts me, and he knows Walt. You guys are different. He'll mean no offense, but he's not likely to want new weres in this situation." 

"Should we just stay here, then?" Rusty asked. 

"I don't want you to be on your own with your first change. I know Walt and Mitch would be here for you in every way. They're good bears and you'd be in good paws, what with them and Moose here." Vic looked around the table. "But I want to be with you, too. But, I can't ignore Boris. I owe him." He sighed. "Sometimes, being a bear isn't all that easy. Things like this are part of it. Responsibilities."

Vic put his coffee mug down. "So... we all go. If nothing else, this will give our two newest bears here a chance to soak up some more werebear history and culture." He looked pointedly at Moose and Rusty. "You two are on cleanup tonight and you need to check your oil and tire pressures. I want an early start and no delays tomorrow." Moose and Rusty rose and began clearing the table. Vic, Mitch and Walt headed for the living room. 

"That was a nice job there, Papa," Walt said. "And thanks for the compliments." 

"I meant them," Vic growled. He looked at his cub and sighed. "It would have been better if Rusty had already had changed, then I could go on my own. But I'm glad I'll have you and Mitch along. It'll be nice to have your company." He pulled Walt to him and gave him a long kiss. He turned to Mitch. "You've got a way with Moose. You can talk him down, talk sense into him. With me, he seems to want to, well, challenge. I'm depending on you to keep an eye on him when Rusty changes." Mitch nodded. 

"I think we'd all better hit the sack early tonight. We've got a lot of driving ahead of us. I'll ride with Moose and Rusty to start with, you two take your truck. We can all spell each other driving, and I can fill you guys in on what you're likely to face when we get there." 

After the kitchen had been squared away and the vehicles checked over one last time, five bears found their way to bed and soon the cabin was silent except for the soft snores of big bears. 

In the darkened room, Vic gently shook Mitch and Walt. Mitch was curled around Walt, his belly to Walt's back and butt, his arm draped across Walt's furred chest. "Wakey, wakey. Time to hit the road." 

The two both groaned sleepily then stretched. "Aww, Papa... you got clothes on." Walt grinned sleepily. 

"Because I knew if I came in here nekkid, you'd want sex, and we got work to do. Up, up!" He prodded Walt with his foot. "Breakfast in ten." He hurried off to wake Moose and Rusty. 

The kitchen was warm with the smells of oatmeal, eggs, toast, and thick grilled ham slices. "Just a scratch breakfast, we can get more on the road. Dig in and then get dressed. I'll take out the trash." Vic watched for a moment as the boys began to eat, then padded off to take his own shower. 

Moose, Rusty, Walt and Mitch made short work of the food at the table. Soon, dressed and the dishes cleaned, lights set on timers, doors to the cabin locked and the security system armed; they were piling into the vehicles. Moose, Rusty and Vic got in Moose's SUV, Walt and Mitch in Mitch's truck. 

The faintest streaks of early morning light were still an hour away in the eastern sky as they pulled out. Mitch looked back a bit wistfully as he piloted his truck behind the SUV. Walt reached over and squeezed his mate's thigh. "S'OK, we'll be back soon enough. You OK with driving?" Mitch smiled and nodded. 

Walt settled back in the seat to doze. "Wake me when you need a break." 

The two vehicles headed north first, to pick up I-80, then west to the I-5. "We'll skirt Sac to avoid traffic. Five's a boring drive, but it 's relatively straight and quick. I want to make time," Vic, who was navigating, told Moose, who was driving. "We should be able to reach Washington by nightfall, spend the night someplace there, then get across the border by nightfall the next night, then Kamloops by mid-day then on to Chase and Lewis Creek. In the meantime, we can spell each other driving and nap in back if we need to. And I need to fill you guys in on some things you can expect when we get to Boris' place." 

The miles unrolled as the bears passed through Alta and Colfax, Penryn and Roseville, finally skirting the just-peaking morning commute traffic in Sac. They stopped for snacks and a potty break in Woodland, traded drivers, and headed north again on the I-5. Walt was driving now while Mitch rummaged through the CD's to feed to the truck's player. The king cab made it easy to tip the front passenger seat back and doze, semi-reclining. In the SUV, Vic was giving Moose and Rusty a crash course in Werebear 101, centering mostly on were legends and some 'family' background on some of the bears they were likely to meet at Boris'. 

They stopped for a late lunch in Merlin, before climbing the Sexton Pass in Oregon. Regular changes of drivers, and the occasional stop to pull off the road to pee and refuel, kept them reasonably fresh. Nightfall saw them north of Salem. They decided to stop for the night at Woodburn. 

"I'd rather have a small out of the way motel, with separate cabins if possible," Vic said. 

"There's something," Rusty said, idly scratching his chest while peering out the driver's side window. "How about that?" 

"That's the ticket!" Vic said, and Rusty turned in, with Mitch following. 

The 'Bide A Wee Motor Court' turned out to be a real blast from the motoring past, with the cabins named for old cars, and the decoration in the lobby/office leaning towards Early Rural Garage. But the beds were comfortable enough, if somewhat short; and the bored and sleepy desk clerk was uninterested in them or their travel plans. Vic insisted on bunking with Moose and Rusty, 'just in case'. 

Mitch and Walt were both so tired they fell asleep almost as soon as their heads hit the pillows. Vic, however, was restless; and spent much of the night watching the slumbering pair, alert for any sign of Rusty's change. But Rusty slept soundly, seemingly untroubled for a change by the weirdly violent dreams he'd been having for weeks. 

The next morning, they were off at dawn. A breakfast stop at Oregon City was enforced by Moose. "Man, I GOTTA eat." The constant rumbling of his stomach, punctuated by the sleepy snores of Rusty, convinced Vic of the necessity of stopping. 

Vic was once again navigating, urging them on, with Walt driving the red truck behind. Vic took them off the Interstate to avoid the mess of Portland traffic and by midday, they found themselves in Puyallup. 

"Where are we?" Moose asked, roused from his nap by the stopping of the SUV at the gas pumps. All three got out of the vehicle to stretch cramped legs and backs. Rusty scratched vigorously at his chest and belly, and got Moose to scratch up and down his back. 

Rusty pointed to the gas station's sign. 

"What's that... Pull up??" Moose was looking at the sign directing customers to pull forward and shut off their engines. 

"No, doofus. Puyallup!" Rusty swatted the bigger man with a folded map. A tussle started between the two, broken off when Vic came around the back side of the SUV after the attendant started the pump. 

"I vote for lunch," Vic stated, as Walt and Mitch drove up. "I saw a Denny's sign just up the road." 

Walt and Mitch got out and also bent and stretched, Mitch reaching his arms as high over his head as they could go, his sweat shirt riding up over his belly. 

Unobserved, a boy of about high school age stared hungrily at Walt's thick belly fur, briefly glimpsed as his parent's car pulled away. The boy stared back over his shoulder eyes sharply focused, a yearning look on his face. 

The five stood and talked while their vehicles filled with gas. Vic excused himself to make a phone call from his cell. Another car, with a tired mother and father in the front seat, two quarrelsome kids in the back was just finishing it's fill up at the next island. The windows were rolled down, and the mother was fanning herself. 

"Mommy," the younger girl said in a penetrating voice, "all those men have beards. Are they Santas? The short one looks like Santa!" 

Her older brother piped up, "You are SUCH a dweeb, Lisa. There ain't no such thing as..." 

"Shut it!" his dad angrily said, reaching around in a futile attempt to swat his son and keep him from spilling the beans on Santa to his younger sister. 

"Don't... just, don't," his mother snapped. "If you do, your dad will whup your butt so you won't be able to sit for a week! You want to make this trip a misery for us all, with Lisa bawlin' all the way to Aunt Marge's in Seattle?" 

"Ain't no such what?" Lisa interjected, dodging an attempted pinch by her brother. "What's a 'misery'?" 

The boy immediately started chanting, "Lisa's a misery, Lisa's a misery!" Young Lisa aimed a particularly viscous kick at her brother. 

"OW! MOOOOmmmmmmm!!" The car moved off, leaving the four bearded men watching, bemused, as what looked like World War Three started in the back seat of the car. 

"I predict trouble between here and Aunt Marge's," Rusty laughed. 

"Undoubtedly," Walt said. 

"So... Denny's OK?" Vic said, poking his head out of the driver's side. The others nodded their assent, paid the attendant, and headed down the highway. 

Sipping coffee after finishing off steaks and fries, and before ordering dessert, Vic spread out a map and calculated distances. 

"We've made good time, boys. We should be able to make it to the border before nightfall. And I've got good news. It won't be motel beds tonight." He grinned. 

"How come?" Mitch asked. 

"Walt, you remember Danny?" Vic asked. 

"Yeah, vaguely," Walt answered. 

Vic turned to the others. "I've got a buddy, we go back a ways. Danny lives outside Seattle, but he owns a vacation place in BC, just over the border. That was him I called. He says we're welcome to use the place to stay. He can't get away from work, and I explained the short notice, but he's cool with that. So it'll be big comfy beds for us tonight." 

"Excellent!" Walt raised his coke glass. "To comfy beds!" 

"Here, here!" The clink of glasses caught the attention of the waitress, who drifted by their table again. "You ready to order dessert now?" 

"Hon, you got apple pie?" Vic asked. 

"Yeah, fresh baked," she said, idly snapping her gum. 

"Well, how 'bout we make this simple. Just bring us two, OK?" 

"Two slices?" she asked eying the mound of dishes.

"Two pies," Vic growled.

The waitress scratched her head, wrote something on her pad, and sauntered off, gum snapping loudly. 

"Kids," Vic and Walt said together. The others laughed. 

Once they had finished their pie, they hit the road again. Vic was determined to cross the border by nightfall and set a smart pace. Rusty proved adept at finding surface roads and state highways that avoided the worst of the urban congestion on I-5. Walt and Mitch doggedly followed the big SUV. The sun had set about a half an hour before they reached the border crossing. The lines weren't bad at all, and after a rather cursory inspection and the usual questions, they were waved on. 

Moose was driving. "OK, boss... where to now?" 

"Follow Canadian Highway 5 to Hope. We turn off there." 

"Done." Moose drove on through the dark as the moon rose, and when they reached the small town of Hope about an hour later, Vic called out directions for Moose to follow. Soon, they were off the traveled roads and deep into wooded terrain. 

"Watch this, Moose. It's supposed to be 2.1 miles on the right. Danny said it's hard to spot the road." 

Moose concentrated on avoiding ruts and watching the odometer. "There it is!" he shouted, cranking the wheel hard right as he almost missed the track. It was nearly obscured by trees and brush. 

"Watch it!" Rusty cried as the sharp turn tossed him into the door handle in spite of his seat belt. The two vehicles bumped and lurched their way down the path until it broke open in a large clearing, with a sizable log cabin at one end. The nearly full moon illuminated everything with a pale bluish light. Mitch's truck swung around and pulled up in front of the door. Moose braked next to him. 

"Lordy, but I have to pee!" As the bears tumbled out of their vehicular prisons, Moose all but ran to the trees. Walt and Mitch shrugged, and followed suit. Vic and Rusty joined them. Five strong streams crossed and steamed in the cool Canadian night air. 

"Gods, your bladder must be HUGE," Rusty said to Moose. 

"Big feet, big hands, big balls, big... bladder, I guess." Moose grinned and reached over to gave Rusty's cock a squeeze as he shook off. The others were shaking off and zipping up when Rusty said, "Ummm... I feel all itchy. There isn't any poison ivy around here, is there?" 

"Too soon in the season, I think," Mitch said, but Moose was staring at Rusty. 

"Uh, Coach, look at this, will ya?" 

Vic squeezed out his last drops and shook twice, then tucked himself back in his jeans and buttoned his fly. He turned and stepped over to Rusty. All but Rusty had were- enhanced sight. Although not as good as some animals, their night vision was better than the average human's by a good measure, and with the moonlight, he had a clear view of Rusty standing there, shivering. 

"You cold, son?" 

"No, I feel... strange, like, I'm... OH!" 

Rusty suddenly dropped to all fours, and moaned in pain. Moose made a move to pick him up but Walt put a restraining arm in front of the big man. "Not yet, he might snap at you." Rusty's body seemed to be expanding, his somewhat loose clothing was filling out. The four bears standing around could hear the fabric stretching even over Rusty's growling and moaning. It was like watching an old episode of the Incredible Hulk as his sweatshirt split down the back. Rusty's worn and faded jeans soon followed with the sound of tearing denim giving up an impossible task. The tatters hung from him and then fell away. Rusty's skin began sprouting thick fur as his limbs elongated. His pelvis swiveled into a new position, and his coccyx lengthened slightly. He groaned with the effort, moaning and panting as his chest barreled out and his lungs grew larger. He shuddered as his skull began to re-shape, the foramen moving with his spinal column so it was more to the back of his skull than the base. He grew larger bit by bit, and the others could hear bone and sinew snapping and cracking as Rusty's bones reformed themselves and his muscles realigned to support his new frame.