Being the Bear


UrsusMajr and PapaWereBear

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

Chapter 4

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"I would, but you know as well as I do that Rusty is about to change. I need to be here."

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

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

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

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

"But, papa...."

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


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

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

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

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

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

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

"What's wrong?" Mitch asked.

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

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

What?” Moose was still puzzled.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Rusty pointed to the gas station's sign.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Undoubtedly," Walt said.

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

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

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

"How come?" Mitch asked.

"Walt, you remember Danny?" Vic asked.

"Yeah, vaguely," Walt answered.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"You cold, son?"

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

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

His chin receded as his nose pushed outward, carrying the rest of his mouth forward with it, creating a muzzle tipped by a shiny black nose. His fingers shrank back into his palms as the nails were pushed out by thick short claws growing out of the tips of his digits. His old human teeth were pushed and spat out. A new set of adult human teeth replaced them top and bottom and a row of bear teeth grew over the outside of these. His eyes, once a pale blue, gradually turned a liquid brown.

As the last shreds of clothing fell from him, the other bears backed away slightly to give him room. The moon overhead gave them a clear view. Moose reached forward to hold or hug his mate, but Vic laid a restraining paw on his arm. "Nope, not just yet. Let him focus on finishing his change."

The painful moans that issued from Rusty's mouth and the cracking sound coming from his fore and hind paws as the claws grew out and the bones thickened drew their attention back to the new bear. He stretched out his hind legs one at a time. The others had busily shed their clothes and changed to half form, in case extra strength might be needed to restrain Rusty... or Moose.

Rusty shook himself, twisting his body the way a bear does when coming out of a pool of water or a river. The moon glowed. The bears fell silent.

"What the... ?" Walt was staring at Rusty, who had nearly completed his transformation. Vic, still in half form like the rest, had his jaw partly open, gaping. The cigar dropped out, and fell, unnoticed, to the ground. Mitch stared, his eyes wide. Even Moose was silent. The silence lengthened, unbroken even by insect noises.

"Holy shit," Vic breathed out, almost whispering. "He's a kermode. He's a fucking Spirit Bear."

"What's a kermode? Is that bad? He looks like a polar bear." Moose asked.

Vic kept his eyes on Rusty but spoke to Moose. "A small percentage of black bears have a rare form of coloration that makes their fur creamy or white or even orange-ish all over. The native peoples in these parts worshipped them, called them "Moksgm'ol", Spirit Bears. He isn't an albino... look at his nose and eyes. And he isn't a polar, either; the face shape is all wrong for that, as well as his claws." Vic picked up the cigar and put it back in his mouth. "Nope, he's a white-furred black bear... ursus americanus kermodei… a Spirit Bear."

Rusty, fully formed now, patted himself, then stretched out fore and hind legs again, getting used to his new shape and size. He looked over his shoulder and twitched the stubby tail he now sported, then examined his short, curved claws. He reared up on his hind legs and opened his muzzle. His first bear vocalization started as a rumbling growl in his chest and gathered volume, ending in a prolonged roar of triumph and joy. He turned, his eyes searching for his lover. When he saw Moose, who was busily completing his change from half bear form to full, he immediately lumbered over to him. The two werebears reached out for each other, their eagerness to embrace making light of their awkward gait. Mitch fully expect them to grapple and start fucking immediately, but they surprised him by hugging and stroking each other for the longest time, snuffling and growling and petting each other.

The two still looked a bit like Mutt and Jeff, since Moose was still the largest bear in the group. But Rusty's dense, almost glowing coat of creamy fur, slightly tinged with orange, plus his increased height and bulk gave him an unusually commanding presence. His genitals, compact in human form, became large and thick in their ursine edition. His balls were round and hung heavily in their sack. His sheath was fleshy and thick, and the penis itself, held rigid by the internal baculum, looked stubby only because of its thickness. In length, it was proving to be nearly equal to Walt's and only slightly less than Moose's. The two weres, still hugging and lapping at each others nipples, were both fully extended, their tips shiny with precum.

Reared up next to Moose, he looked like a somewhat smaller but proportionate version of the larger bear. His shoulders weren't as broad, but still powerful. His fore and hind legs were thickly muscled, like all bears, with the muscle thick from joint to ankle, without the usual taper other land mammals had. His hips were broad and muscled, but he had a less noticeable 'waist' than Moose. Though his skull was broad, it lacked the flat, dished look the other bears had, marking their kinship with their grizzly or brown bear kin. The long muzzle made it look more elongated than the others. He lacked the muscle hump at the shoulders, as all black bears did.

"OK, boys," Vic said to the two full bears, "time to change back now. Rusty needs to learn that as well." He faced Rusty directly. "Rusty, listen to me. You need to change back now. It's all part of the same package. You can do this, just focus on your image of your human self. If you want, I can change and then change back slow-like, so you can..." But Rusty was already changing back to his human form even as Vic was speaking.

"Well, he seems to have that much under control!" Vic said as Rusty's claws returned to human fingers and his stubby tail vanished. Fur receded and his head reformed into human shape. Ears shifted back to the side of the skull. Standing before them was a bit stockier, somewhat taller, but still very recognizable Rusty.

"Oh, my!" Rusty shook himself, and then looked down at his newly hairy torso, now much more densely covered with red-gold hair. His beard was bushier, and he now stood nearly at Mitch's height. For the first time in his adult life, he would be looking nearly everyone directly in the eye.

"That was... AMAZING!" Rusty was intently examining himself, inspecting his hairy forearms, his rounded furred belly, his thicker cock and heftier balls, even the tops of his feet, which were now covered with a fine fuzz of red-gold.

Vic looked at Moose, still in full grizzly form. "Moose, come on, man, change and we'll go inside and get some food."

Moose shook his head and growled deep in his chest, a low, menacing rumbling. He started to raise a paw.

"Uh-oh." Walt started to step forward, with Mitch right behind him.

With a visible effort, Moose forced his paw down, panted once, and with a sigh, changed back through half form to his normal human shape. He looked a bit sheepishly at Vic, expecting a scolding or a lecture on 'controlling his bear'. But Vic simply smiled and clapped Moose on the back.

"Good bear. I'm proud of you, that shows real progress. Now let's get what we need for tonight unloaded and inside. I could eat a bear. Oh, and pick up those shredded clothes."

The rest followed Vic and carted necessities inside, with Moose and Rusty hanging back a bit, talking excitedly among themselves while picking up the cloth shreds.

Once inside, the five looked at each other. The excitement of watching Rusty go through his first change had left all of them in an agitated state. The sexual tension was palpable. Vic looked at the two newest werebears and said, "You guys have waited along time for this, and I can tell you're chompin' at the bit. Moose, you're the papa here, so it's your right and honor to have first fuck. So go for it."

Rusty and Moose looked at each other, then hugged tightly. Stepping back, each began to change. Rusty's change was painful, and painfully slow; with Moose's only marginally faster. But for the first time, Moose's went without a hitch or hiccup. The big bear changed, slowly but surely, from human to grizzly.

"We'll need to keep an eye out," Vic said. "There still could be trouble, especially when they mate for the first time as bears." Naked, he was beginning to make his change as well.

"I don't think so, Coach." Mitch was also starting to change. "You notice he didn't have any trouble this time. I think seeing Rusty change, and knowing now they will have a long life together, was what Moose needed. He was more worried than he let on. I think he'll... they'll be just fine." He reached over and put an arm around the coach, while Walt came up behind and embraced them both.

They turned to watch Rusty and Moose. Both were now fully bear, with the creamy coat of Rusty's again almost glowing in the room's light. It had been no trick of the moonlight, Rusty was almost luminous. Moose's thick, glossy auburn coat contrasted handsomely with Rusty's. Rusty dropped to all fours and began sucking on Moose's rigid cock, which was extending from its sheath. Moose's eyes rolled back in his head, and he stroked Rusty's skull and fondled his soft furry ears with his paws.

Rusty tilted his head up and whined some and growled. Even human ears would have understood that Rusty was asking to be bred by the bear that had made him. Rusty turned then and presented to Moose. Moose dropped on all fours and moved close, mounting Rusty. Sturdy now and muscled, Rusty gloried in the fact that he could easily support Moose's weight. He pressed eagerly against Moose's drooling cock.

Moose snuffled and grunted, and centered himself on Rusty's butt. He growled once and Rusty nodded his head. Moose pushed forward.

Rusty's eyes closed tight, squeezing, as he willed his butt to relax. Moose worked in tip in with a combination of pushing and short, thrusting jabs. Once the tip was fully in, Rusty opened his eyes and let out an audible sigh.

Moose used infinite care in working his length into Rusty. He growled softly to his mate and lover, repeatedly, nosing in the thick fur on his back and shoulders, rubbing his chin on the back of Rusty's head. Rusty rumbled below him, and squeezed his ass tight to enhance Moose's pleasure.

Rusty pressed back hard against Moose's thrusting member, feeling the rigid meat deep inside him and savoring the tingle and tickle that his lover's motions were transmitting to his butt and prostate. The back pressure also signaled to Moose Rusty's desire to be plowed hard.

Moose was more than happy to oblige. Pulling his cock nearly all the way out, he paused, then plunged back in. He did this repeatedly, alternating every five or six thrusts with shorter, jackhammer-like quick thrusts.

"He's going to split Rusty open!" Mitch said, gripping Walt's arm with his hand and watching the glistening wet pole vanish repeatedly into Rusty.

"Well, if he does, Rusty will heal up real fast... and somehow, I don't think Rusty'll mind, yah know?" Walt stared intently as things drove towards a climax, fondling Mitch's swelling cock with his hand all the while.

Moose reared up and put both forepaws on Rusty's broad back, his claws alternately raking down his mate's back and gripping his shoulders tightly. He held on with one paw while he dropped the other one at his side and jackhammered for all he was worth, then brought the slack paw up and used both to haul Rusty back onto his fuckpole.

Rusty yelped and growled and thrashed, hunching his shoulders and meeting Moose's thrusts with ones of his own. Suddenly, Moose's grip on Rusty's shoulders tightened and he threw back his head and let out a room rattling roar of triumph as his hot bear seed sprang into his lover's ass. He twitched and pumped, filling his lover with his life; a hot lava flow of bear cum filling and distending Rusty's tunnel.

Dripping with sweat, Rusty turned his head to look over his shoulder at Moose and whined, plainly telling him to rest his full weight on his back. Moose did so, lowering his bulk onto the shoulders, back, and hips under him. Still deeply embedded in his lover, Moose growled contentedly and every once in a while made small thrusting motions, which made Rusty whine in pleasure.

Eventually, the two shifted back to half form and eased over on their sides and spooned, excitedly telling each other how good each had felt to the other and how much it meant to be able to finally mate in full bear form. The three other bears looked on, and offered encouragement.

Walt, his eyes alight with desire, turned to Vic and said, "Papa, sleep with us tonight, OK?"

Vic looked at Mitch. Mitch nodded, "Oh, yeah!"

"Should we just leave them?" Mitch looked at the new weres on the rug in front of the couch, who were about to couple again, this time with Rusty topping. They were already shifting back to full bear form.

"I think they can find their own way to the bedroom. Come on," Walt said, leading the way down the hall. The first bedroom was on the left, the second on the right. Both featured oversize king beds, and had warm bearskin throws in addition to sheets and blankets.

Mitch and Walt nearly knocked each other over as they both knelt at the same time to suck on Vic's cock. The coach laughed and flopped down on the bed. "Come on, boys, there's plenty for everyone!" Slurps and yelps and grunts and moans soon filled the air.

No one got much sleep that night, but then, no one cared much, either. But they did get rather a later start than Vic had planned. Still, it was an easy drive to up the 5 to Kamloops, and then across the Trans Canada Highway to Chase. The traffic had thinned out considerably. Turning north at Chase, it was a little past noon when they bears rolled into Boris' driveway.

Boris bounded out of the front door and down the steps and grabbed Vic in a huge bearhug. Growls and hugs were exchanged all around, and luggage carried in to rooms and towels and showers laid on. Boris was too polite a bear to task Vic with questions about the others just yet.

"Get cleaned up and unpacked, and then you can fill me in on our unexpected guests. No, no... I insist. Explanations can wait. We can talk while we lay out food. Robert's cooking up a storm in the kitchen, I need to get back to KP duty!"

The bears were stiff from the nearly three days of driving, travel sore and grubby; so no one needed their arms twisted. Still, Moose and Rusty found time for another round of mutual breeding in the large shower.

"WILL you two finish fucking and get out here so we can eat, dammit!" Vic poked his head in the bathroom and bellowed over the hiss of the shower.

A duet of irritated growls issued from the shower. Vic sighed.

Walt laid a hand on his papa's shoulder, "They're young cubs and in love. I know it's been awhile, but do you remember that, don't you ol' man?" Walt dodged a swipe and giggled.

Vic caught Walt and pulled him roughly to his body, giving him a quick kiss, which was interrupted by a rapid series of deep husky grunts coming from the shower; the noise level was increasing.

"Sounds like the main event has started. I think we'll just head on upstairs to the dining room and let these two follow their noses. I seem to remember Boris being famous for his elaborate buffet meals." He gestured with his thumb over his shoulder to the shower, "They're gonna be awhile yet and if they miss out on some of the treats, they've only themselves and their libido's to blame, right?" Walt and Mitch grinned in unison, "Come on."

The three climbed the stairs. A few minutes later, Moose and Rusty stepped out of the shower, dripping wet. "They seem to have gone," Rusty said, toweling off Moose's hairy back.

"You think they gave up on us?" Moose grinned.

"Probably. Here, do me." Rusty tossed a fresh towel to Moose, who wrapped Rusty in it and rubbed.

"Ah... bear sized towels. Why can't hotels have these things?"

The two lingered in each other's arms, stroking, touching, kissing for perhaps another twenty minutes; then they, too, dressed and climbed the stairs, following the sounds of dishes and voices and the wonderful smells that filtered down to them.