Becoming the Bear

by PapaWereBear and UrsusMajr

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

Chapter 11

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Walt hung his head over the bench edge submissively.

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

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

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

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

Vic reached into a cabinet and tossed Mitch a muzzle.

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

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

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

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

"Be good!" He ordered.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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