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 8

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Walt started to prepare breakfast.

"Can I help?" Mitch asked.

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

"Voice of experience?" Mitch asked

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

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

Walt grinned, "Bears do love bacon fat."

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

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

Soon the kitchen was wreathed in delicious smells.

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

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

"Are there more of those?" he asked.

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

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

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

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

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

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

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

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

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

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

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

"This is nice." Walt said.

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

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

"What the fuck?" Mitch growled angrily.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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