Becoming the Bear


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 5

The morning sun was bright against the closed curtains of the hotel room.

"Do we wake him?" Moose asked.

The noise of the shower through the opened bathroom door ended as Walt finished and stepped out to dry off as the other two looked at each other.

"I think we should. I don't remember when his flight is, and it's already nearly eight," Rusty replied. He shook Mitch gently. "Time to get up, guy. Wakey, wakey." Rusty continued shaking Mitch's shoulder

Mitch slowly surfaced, yawned and stretched. Unconsciously, he reached for Walt's warm body. "Ummm... morning, guys." Seeing the two bears dressed and Walt behind them, toweling off, he said, "Geez, how long did I sleep? What time is it?"

Moose sat on the second bed. "Its almost eight, you were really sawin' the logs. We decided to let you sleep while we got breakfast. Walt brought you back some coffee and Danish. What time is your flight?"

"11:10. I should be on my way. Mind if I take a quick shower here?"

"Help yourself." Rusty said. "We can drive you to the motel to get your things and take you to the airport."

Mitch rose, scratched, and padded towards the bathroom. As he passed Walt, he reached around and hugged the still-damp bear.

"Morning, woofer." Walt growled and returned the hug tightly. "Why don't I give you a ride to the motel?"

Mitch looked up at Walt, grinned and nodded. "Sure!"

Mitch made quick work of his shower and was dressed shortly after. The four headed to the elevators and down to the lobby. "I want you to know how glad Norman and I are that we finally got together with you. It's been a real treat. Let's stay in touch... I mean that." Rusty's face radiated sincerity. Moose shook Mitch's hand, then pulled him into a huge bear hug. "Don't be a stranger, man and don't let's wait another ten years to see each other!" Mitch wrote his address and email on a business card and traded information with the two.

"Come on, Mitch, time's wastin'," Walt seem a bit anxious to be on their way. Mitch waved again to Moose and Rusty, and climbed onto Walt's bike. Walt waved back at the two bears, short and big, standing on the curb; and they roared off.

The motel wasn't that far and they arrived quickly. Mitch climbed off the bike and removed his helmet and handed it to Walt. "Come on in, it'll take a few for me to pack up." Walt nodded, shut off his motorcycle and brought both helmets inside with him.

Mitch started to fold his clothes into the small overnighter and checked the bathroom.

"Hey, buddy. You got a message." Walt pointed to the flashing light on the room phone. Mitch walked over and picked it up, and listened while Walt nuzzled the back of his neck. He reached for the pen and pad and made a note.

Hanging up, he turned to Walt. "That was the airline. My flight's delayed due to mechanical problems until at least 4:30." He stopped, and then looked back up at Walt.

Mitch stood back a bit, looking at his new friend and tried to memorize the image. Same leather jacket from last night as were the boots. He wore a black bandana with little white outlined grizzly bears all over it tied around his head like bikers usually wore under their helmets, the jeans were not the new 'stone washed' ones from last night but instead were grease stained and ripped a bit on the legs. A chain ran from his belt to his back pocket where his wallet was. His white oxford was replaced by a faded to charcoal gray 'black' T-shirt; mirrored wraparound sunglasses hung from the neck and the end of them nestled in the fur that spilled out over the top of the shirt. He took a deep breath, trying desperately not babble... or drool.

Walt cleared his throat. "Ummm... I was kind of wondering..."

In his nervousness, Mitch spoke at the same time. "So, since I have time, we could maybe..."

"...if you... well, if you wanted, we could maybe..."

They finished together, looking at each other, and broke out laughing. "Aren't we a pair of chumps," Mitch said, still laughing. "I really liked last night. I mean I REALLY liked it. I've never done a four way before. It was... different. I think Rusty and Moose are good for each other, don't you? They DO look a little like Mutt and Jeff, with their different sizes, but they are hot together and your cock was huge, I really liked feeling your fur..." Mitch was babbling.

"Come here," growled Walt and folded Mitch into a big furry bear hug.

Mitch stopped babbling and sighed deeply. "Don't let go," he whispered.

The two clung to each other for a long time, absorbing the feel and smell and heat of each other, paws rubbing backs and butts, beards nuzzling and meshing, lips searching, then finding. The kiss was not at all tentative; instead, urgent and filled with both question and promise.

Mitch and Walt fumbled with each other's belts and flies, Mitch's falling first. Walt reached inside Mitch's boxers and cradled his balls in a warm paw. Mitch moaned. "Please...," He breathed and then knelt in front of Walt and finished undoing his Levis. They fell, and Mitch buried his face in the warm spicy muskiness of Walt's bear parts. His tongue lapped at Walt's ball sack, moving the contents back and forth. Walt's big paws caressed Mitch's head, then reached down and drew him up again to face level. Gray eyes probed blue, each searching for a sign. The little voice in Mitch spoke once again, "Don't be stupid... you'll be gone soon and you may never see him again. Don't throw this chance away." Mitch grabbed Walt and hugged him close. "I want you."

Walt wanted to lift Mitch up and carry him to the bed, but there wasn't enough space in the motel room for that. He settled for gently pushing Mitch back and taking his shirt off. Mitch's hands were shaking slightly as he tried to return the favor and Walt said, "Here, let me," and pulled his own shirt off over his head. He sat on the bed and pulled Mitch next to him and laid the both of them down on the rumpled sheets. They kissed again and again, tongues darting, beards getting damp from spit. Paws joyfully explored each other's bodies, remembering some from last night, but discovering new places and feelings. Desire rose and the two bodies thrust and strained against each other, cocks dueling and then sliding against each other, slick with precum. Walt's growls turned deeper and seemed to come from lower in his chest. They rolled against each other, first one on top, then the other, lips and tongues finding nips buried in furry pecs. Nursing and biting, teasing; then licking and soothing.

Mitch rolled on top and then slid down and took most of Walt in his mouth and traced the ridge of his glans with his tongue. He probed the slit and then laved the underside of the bigger man's shaft, working his way down to Walt's loose ball sack. He took one nut in his mouth and tongued it, soaking it and then traded it for the other. Walt moaned in pure pleasure. Mitch tugged on the hairy sack gently, which caused Walt's rigid meat to rise then slap back down against his fur-covered belly.

"Gods, that's a pretty sight!" Mitch said.

"Look all you want, buddy, but then it's my turn" Walt said. Eventually, Walt pushed Mitch over on his back and worked over his hairy body in much the same way Mitch had molested him. With all of Mitch's cock in his mouth, Walt started to chuckle.

"What?" Mitch managed to gasp out.

"Heh, I just thought of that phrase... 'You can't molest the willing'! And you're sure willing!" Walt said as he once again swallowed Mitch down to the root and worked his tongue up and down against the underside of Mitch's meat.

"Fuck, that is SO good... you've done this before, haven't you?" Mitch laughed.

Walt pulled off Mitch's cock and look up at his buddy quizzically. "Hey, you aren't the only one who can crack jokes, ya know!" Mitch retorted. To get even, Walt scooted up and stopped Mitch's laughing mouth with a wet sloppy bear snog.

Walt didn't stop, and the atmosphere changed. This time passion ignited, and the two grappled urgently. Walt rolled on top of Mitch, pinning him to the bed. Mitch thrust up against him plowing his dick through Walt's thick belly hair, slick with precum. Walt answered thrust with thrust.

Mitch's eyes looked deep into Walt's. "I want you in me, Walt. I want to feel your heat in me." Walt slowed his thrusts and rose up slightly.

"How many times have you been fucked, man?" Walt asked.

Mitch's eyes widened, and flashed. “What difference does that make? This is us, here and now. Why should you ca...”

Walt stopped Mitch with a “Sshhhhh" and a finger gently placed on his lips. “I didn't mean it that way. I meant how long has it been since you were fucked, other than last night I mean. How loose are you? I don't want to hurt… I don't want to hurt YOU,” Walt said, the softness in his eyes the essence of caring.

I'm sorry... I should learn to keep my big mouth shut, I guess. It's been years except for last night; I don't have much of a social life like I said." Mitch looked a bit sheepish. "But after 'Rubber Moose' and Real Moose last night, I think I'll be OK. You and he are about the same size."

It's OK, buddy. I just need to know, that's all." Walt got up and padded to the bathroom. “You got any lube?”

Yeah, but it's in the case there," Mitch said. “I'll get it."

Walt returned, his thick erect cock bobbing as he walked, his chest and belly glazed with his and Mitch's precum. Mitch took a moment to admire Walt. He had a little bit of a belly, probably from good beer and road food, but he was very muscular. The tat on his upper left pec was a bear paw print with cursive writing beneath that read 'Daddy', Mitch thought, but couldn't be sure as it was fairly well obscured by his chest fur.

"Seeing Moose last night got me to thinking. I don't remember you being that big in high school," Mitch said, admiring Walt's sizable meat. "Not that I got a real good look at you either, a guy has to be discreet when he thinks he's the only queer in the locker room," Mitch said. In fact, Walt did look bigger today than he had last night.

"Yeah, I grew a bit, I guess." Walt said casually, in a somewhat distracted way. Mitch thought Walt was playing down his pride because it was just the two of them in the room now. A man might puff up about his manhood in a group of men, but when it was one on one, that same pride might be interpreted as 'lording it over' the other man. Walt reached out and Mitch handed him the tube.

Walt squeezed out a generous blob and warmed it in his paw. "Roll on your belly, Mitch." Mitch did so, and Walt began the slow loving work of loosening his buddy's ass.

"Mmmmmmm... feels, UNGH!" Mitch grunted as a thick finger slowly entered him.

"You OK?"

"Yeah... don't stop."

"I don't intend to," Walt said, grinning. He slowly stretched Mitch's ass ring, eventually working a second finger in, wiggling them and enjoying Mitch's grunts in the process. "Still OK?" Mitch nodded. Walt pulled out his fingers, added some more lube and then went deep with one finger, searching for Mitch's prostate.

"GOD!" Mitch nearly shouted as Walt massaged the fibrous lump.

Hurt?" Walt asked.

Damn! Yes… no… it feels... weird, but good. Almost like I'm going to come but not quite. It's a little tender, but I'm OK. Mitch looked back over his shoulder to Walt kneeling behind him. “Try two fingers again." Mitch grunted again and breathed deep. “Is that two?' he asked.

"Nope. Three," Walt growled. He stretched Mitch a bit more, but his rising need was beginning to be more than he could master. He pulled his fingers out and asked, "Ready?" Mitch nodded.

Walt tore open the condom packet with his teeth and rolled the Magnum over his swollen cock. He got a final glob of lube and spread it on his hard, hot, latex covered meat. He prepared to mount his buddy, lowering his furry body forward and down. His cock found the cleft between Mitch's hairy cheeks and slid in between, missing the hole.

"You're not..." Mitch began but was cut off.

"I know, just relax. This helps grease you up some more." Walt slid up and down in Mitch's crack some more and then searched in earnest for Mitch's hole. Walt's cock was on autopilot, searching seemingly on its own, and finding the spot stopped, and began to press slowly in. "Deep breath, buddy."

Walt pressed his cock in deeper, feeling resistance. "I don't think I can." Mitch said.

"Sure you can." Walt pulled back some, nosed in again a bit further, pulled back some and once more pushed in. He kept his cock pressed against Mitch's hole and waited until he felt Mitch relax momentarily. Just then, he pushed harder and slid nearly all the way in. Mitch gasped and Walt sighed. "I knew you could. Just rest easy and I'll hold still while you get used to having a bigger bear in your butt."

Mitch closed his eyes and focused on the feel of Walt, thick and deep inside him. So many times, he had dreamed of doing this, hoping to gain some of Walt's confidence and manliness in the process. Now, as an adult, what mattered most was to be connected with his new-found friend.

Walt stayed still for a short while but the heat of Mitch's ass and the feel of his hairy body pressed against his own and the scent of sex filling the air broke his resolve; and he began to pump his cock deep in his buddy's ass. He could see the greasy swirls of Mitch's butt fur drag against his cock as he pushed in and pulled out, could feel his buddy's ass ring tighten trying to keep his cock in on each outward pull. He put his paws on Mitch's slick, sweaty fur-covered shoulders as he strained to climb deep inside the bear under him.

The sounds of bear breeding matched the motion of thrusting as Walt drove towards his climax. Mitch was meeting his thrusts as best he could, trying to get all of Walt in him with each shove. Suddenly, Walt pulled completely out, reared up and pulled Mitch up into the classic all-fours bear breeding position. He slid easily back in, grunting as his flared tip popped past the muscle ring. Balls-deep, he began to jackhammer Mitch's butt, sweat-soaked crotch and thighs slapping against Mitch's ass cheeks. Mitch braced himself and surrendered to pure animal lust. Not thinking, just reacting, shoving back hard to meet each forward thrust, growing more intense and more excited with each second. Walt's triumphant roar as he unloaded deep in his ass pushed Mitch over the line. His own cock sprayed thick seed all over the sheets as thrust after thrust squeezed the last bit of come out of them both.

Walt eased Mitch down on the sopping sheets, wet with come and sweat. Their breathing rasped as their hearts slowly returned to a more normal pace. Walt pulled out, holding the condom heavy with seed and then tying it off before he sank down next to Mitch. Walt curled around the smaller man and cuddled him close, holding him as if to protect him from all hurt or harm. They stayed that way for a long time, each enjoying the peace that a body drained of all passion gives.



"Why did you insist on condoms last night? You wore one again just now. I DO trust you, you know." Mitch waited out Walt's silence.

"I know you trust me, but I have reasons. I don't have VD or AIDS."

"What, then?" Mitch asked.

"Let's just say that if I did that, things wouldn't be the same between us. I want to know you better, before I put part of me in you," Walt said.

Mitch reached over and caressed Walt's beard. "You DID just put a big part of you in me, you know." Mitch paused. "I'm not sure I understand, but I suppose we are taking this just a little fast."

Walt sat up. “Awww, man... I didn't mean to rush you or anything. I didn't mean... Damn, I always seem to go too fas...”

"Hush." Mitch pulled Walt back down on the bed and stopped his words with a long kiss. "I'm not rushed, and I'm not sorry about anything. I just didn't want YOU to think I was prying or trying to get you involved in anything you didn't want to be."

"Buddy, trust me. I'm here because I want to be. Last night was fun, but this was... more. I hope we can spend more time together... a lot more time. Deal?"

"Deal!" Mitch said and he meant it. This was what he'd dreamed of and his gut told him it was the beginning of what he hoped would be much more than sex.

Walt grinned happily, and then rolled over and took Mitch in his mouth and showed him just how happy he was. He began using every cock sucking skill he possessed to bring Mitch to another orgasm, flipping Mitch's legs up on his shoulders and rolling the pair of them slightly forward to he could work Mitch's meat with his mouth and Mitch's nips with his paws. Mitch astonished himself by becoming engorged and erect again so soon after what had been a shattering climax.

Walt's tongue traced the outline of Mitch's fat tip and then lapped the sensitive underside. His paws worked Mitch's nips hard. He worked down the shaft then back up, rotating his head slightly so the angle of his tongue and lips varied. When Mitch moaned louder, he moved one paw up to the base of his cock and gripped it, pulling down slightly to stretch the skin tightly. He used his teeth very lightly to scrape against the shaft and watched as Mitch thrashed in ecstasy.

Moaning, Mitch thrust upwards into Walt's warm wet mouth again and again. He gripped Walt's hairy forearms. "I'm close, Walt... oh, shit, I'm gonna cum!" Mitch tried to pull out but Walt held his hips tight with his arms and his cock tight with his lips, nodding his head to let Mitch know it was OK. Mitch tried again to pull back, but then surrendered to the inevitable and shot into Walt's eager mouth.

Mitch collapsed back on the bed, utterly spent. Walt eased down on top of him and nuzzled his beard and then kissed Mitch, sharing some of his own seed with him. The two lay quietly for a while, peacefully enjoying the warmth of each other's bodies and the closeness they had achieved. With a lazy sort of eroticism, they stroked each other's bodies and hugged and nuzzled. Eventually, Walt pushed himself up on one arm and asked Mitch, "What time do you have to be at the airport?"

"A couple of hours, but there's security and all," Mitch replied. "I guess I should shower. Join me?"

"Heh. If I do, you'll miss that flight." Walt's face was a mixture of lust and playfulness, and something else Mitch couldn't quite put his finger on. "You'd best get cleaned up first, I think."

While Mitch showered, Walt sat on the toilet seat and shouted over the hiss of the shower head. "I'm going skiing in Tahoe in a couple of weeks; a friend is lending me his cabin there. You free then? We could make a long weekend of it."

Mitch stuck his head out of the shower. "Weekend of the 14th? Yeah, I can be free." 'Try and stop me,' he thought to himself. "Where should I meet you?" Mitch thought in a flash about booking a flight to Sac International while on his way back and making truck reservations with the rental place. He'd need chains too; undoubtedly, they would be needed in snow country.

"I'll email you directions to the place. You got gear?" Walt thought to himself, 'If he doesn't, I'll buy spare stuff,' and continued out loud, "because if you don't , I have spare gear."

"Yeah, I do, actually... I used to ski a lot," Mitch's voice echoed from inside the shower. "It will be good to get back on the slopes."

"Great! I figure Thursday night to Monday morning... that suit you?"

"You bet!" Mitch called out happily, "Might even extend it all week, God knows I've got the vacation time coming. Could you get that much time off?"

He shut off the water and reached blindly for a towel. Walt put one in his hand. "I think I could arrange it, I haven't taken serious vacation time in years and it's to the point now that if I don't use it, I'll lose it. So I take three-day weekends once a month to keep my hours below maximum. Damn!" He paused, looking at Mitch's wet, hairy body. "You're a handsome fuck, you know that?" he said as Mitch dried himself.

"Nothing to compare to you," he said, toweling the warm water from his chest fur.

"Nah, I'm just average. Here, let me do your back." Walt took the towel and rubbed Mitch's furry shoulders and back. "Lift," he growled as he gently mopped between Mitch's ass cheeks, reaching under his lifted leg to give Mitch's balls a gentle squeeze.

Mitch turned and gave his friend a warm lingering kiss. "Thanks, Walt."

He gestured towards the shower, "Your turn."

Walt glanced at Mitch's watch on the sink. "Oh, shit, man. Look at the time. We gotta get you to the airport." They embraced once more then Mitch hurriedly dressed. Walt resisted the urge to fondle Mitch's body as he pulled clothes on, but got in one last hug before they opened the door of the motel room.

"You got everything?" Mitch nodded as he closed the door. Walt hefted Mitch's overnight bag onto the small rack and bungeed it down.

That should hold." Walt handed Mitch the spare helmet and put his on as he straddled the bike. "Hop on and hold on. It's gonna be pedal to the metal, but we'll get there on time, you'll see!" Mitch just cinched his helmet on as Walt climbed on. Walt finished cinching his bear helmet down when Mitch put his arms around Walt's belly and hugged tight. Walt fired the bike up, stepped on the gearshift, twisted the throttle and roared off.

The ride to the airport was brief, but Mitch wrung every minute of enjoyment out of it. It felt like flying, not least because he was holding Walt in his arms as they sped along the highway. Unable to talk over the wind and exhaust, Mitch contented himself with tighter hugs as a form of communication. Walt found himself uncomfortably hard and unable to do much about it, but damn, it was worth it! When they'd hit a stretch of road where no oncoming or parallel traffic would be witness to it, Mitch would reach down and stroke Walt. Walt yelled back after about the fourth time that if Mitch didn't stop that, he would be late because he'd pull over and fuck his brains out. He longed to squeeze back, but he concentrated on piloting them safely to the airport. He pulled up to the curb of the terminal just as the speakers were announcing the initial call for Mitch's flight.

Mitch climbed off the bike as Mitch steadied it. Unhooking the bungees, he took his bag and started to speak, but Walt cut him off. "I'm shit at good-byes, buddy. Gimme a hug and I'll see you in two weeks, OK?" Mitch set his case down and hugged the big man fiercely.

"Take good care, Walt. Safe trip home. Don't forget the directions to the cabin." Walt nodded, and stepped back onto his bike. "Oh, and here's my card, it's got my email and stuff on it, home phone is on the back." Mitch said, digging it quickly out of his wallet and handing it to Walt.

"See you in a couple of weeks, buddy... I... I... oh, hell," Walt said and didn't finish the thought. Quickly, and before Mitch could respond, Walt revved the engine and was off.

Mitch watched as he rode off, and saw him turn once and raise his hand in a good bye. Sad at the parting, but hopeful for the future, Mitch turned and walked into the terminal.

Throughout the short flight home, Mitch saw Walt's raised arm and wave, and could even catch a whiff of his scent on his clothes. He closed his eyes and replayed the scene at the motel over in his mind, in-flight magazine carefully positioned on his lap to hide the resulting stiffy. Several cherished dreams from high school had come fantastically true for him in the past twenty-four hours. Best of all was the tantalizing hope that one more might come true... the one where he found a lasting, true friend to share his life with.

Mitch had heard more than once that there was a difference between 'playing' and 'making love'. He hadn't felt that difference until today. The play between the four of them last night had been erotic and great fun; he had rarely felt so sexually excited and alive. But his time with Walt today went beyond that. Way beyond. Sexually, they had reached a level of intimacy Mitch hadn't ever really experienced before. He wondered if their personalities would mesh as completely as their bodies had. There hadn't been that much time to explore facets of their lives and see how their views on things compared. What little exploring they had done indicated to Mitch that there was real potential.

Moose and Rusty had made a go of it and their situation wasn't that different. Moose was obviously rather rough and earthy and Rusty more refined and bookish. Walt was very earthy, rough, strong and wild. Mitch knew he was, without a doubt, a geek. The parallels were striking between the four of them so, there was hope. If it worked that well for Moose and Rusty, maybe it could work for him and Walt.

A nagging worry for Mitch was his lack of experience in making and keeping friends. Basically a loner much of his life, he lacked the easy grace that the popular people had in social situations. Things had gone well with the four of them last night at the reunion and later, but then, there were others there to pick up the slack and lead the way. In spite of his years and professional confidence, Mitch felt socially inept. What if he pushed too fast and scared Walt off? What if all Walt really wanted was occasional sex with a buddy? Could he accept that? What if he somehow trespassed on Walt's private life and offended him? Would Walt think less of him for his social inexperience? Thoughts buzzed in Mitch's head. He sighed as the cabin crew began to prepare for landing. "Time will tell, I guess," Mitch said softly to himself.