PapaWereBear and UrsusMajr

(This is a work of fiction, depicting sex between consenting adult males. If such offends you or is illegal for you to read where you live, or you are under the age of eighteen, please leave now. No actual persons or events are depicted. Safe sexual practices are not used, but remember, this is fiction; in real life, get tested and play safe. We hope you enjoy the story. We can be contacted at and )

Chapter 12

Sam sat on one of the benches at the picnic tables of the rest stop. Mack sat next to him. He looked at the sandy ground, then up at Sam.

Mack cleared his throat. "You look human enough, you look like you do all the time… but what I saw, I mean what you became back in the motel… that wasn't human. Humans don't grow short fur on their arms and have fangs when they bark out orders." He looked steadily at the large figure sitting next to him. "What are you Sam?"

Sam sighed and looked Mack straight in the eye, "I am a werebear, and have been for almost twenty-five hundred years." There was silence. This was going to be hard and Sam was going to let Mack ask the questions.

Mack took a moment to let that sink in. "I don't believe you! Five hundred years before Christ and all that?"

"Yes." Sam said simply.

"What the fuck is a 'werebear'? Are you some kind of movie monster?" Mack didn't know whether to laugh or run away; it was all too surreal.

"Son, I'm as real as you are. A werebear is a human who can change into a bear... and change back. We can survive most wounds because we can regenerate tissue and repair damage quickly. We possess immense strength, and our immune systems are very quick and strong and we live a long, long time because of all that."

"But you're not a human; humans can't do all of that. You're some sort of creature from mythology." Mack said

"I'm human in every way you're human, I'm also more than human." Sam had argued for his being 'human' many times in his long life.

"You said you live a long, long time because you heal super fast; where are you from and how long ago?" the young bear asked.

"I was a boy, born in a small village. The people we were are not named in any history books because we were never recorded. We simply called ourselves 'The People' in our language, like many peoples have done over the ages."

"Were you born like this?" Mack asked. Right now, there was more curiosity than disgust or fear in Mack's voice.

"If you mean gay, yes, but I suspect you understand that from your own experience. No, I wasn't always a werebear. I was changed, as part of a rite, a warrior's rite." Sam said. "In later times, a version of that rite would be used to initiate young men into the Berserker mysteries of the Norse."

"I've heard of berserks. We read about the Norse in school." Mack said.

"Some Berserkers were werebears, Mack, and some were not. I was changed when I was sixteen summers old, I was brought into the warrior caste as I was destined to be. We were the protectors, shamans, hunters and healers of the village; everyone had a part to play in keeping us all alive and our part was to defend our tribe and to find the food. Because we lived so long we became healers and keepers of lore, too. How it happened to me has implications for you Mack. I was taken into the home of one of the warriors, he made love to me and four months later I changed for the first time. You've lain with a werebear who is probably the last survivor from that village from so long ago. You will become a werebear, Mack." Sam said.

"Don't you have to bite my neck or something like that?" Mack's voice had a sarcastic edge to it born of anger and rising uncertainty, but it was also tinged with a little fear.

Sam understood, it was the unknown that brought fear. "No, son... my seed was more than enough to change you."

Mack took that in, and then asked soberly, "Why? Why did you do this to me?"

"Do you believe in reincarnation, Mack?"


"I don't know that I do either, but I've been alive a very long time. I've seen civilizations rise and fall, I've watched man grow more and more powerful in his knowledge and in his ability to kill his fellow man. Through all the wonders and horrors, I've seen, I've met, loved and slept with hundreds of men, Mack; and every once in awhile… one of you comes along." Sam said.

"One of me?" Mack gave a quizzical look.

"Yes. I don't know if you're the same soul or if it's just that out of the thousands of personality traits that are expressed you match almost exactly the same traits as someone I used to know long ago, and loved profoundly, in that little village.

"But what about Mike? I saw him eat your cum, I saw him take you up his ass. Is he 'One' too?" Mack asked.

"Mike is a fantastic lover, a wonderful man and hot werebear. I love Mike, I love his cub Larry. Hell, I love your uncle Russ and Vic and those hundreds of other werebears out there. So yes, I've changed men to werebears over the centuries; I need family and these men become my family, but I don't love them as deeply as you, Mack. They're not my… mate. Your uncle was one Hell of a cub with me, Mack; and so very close. But he wasn't my mate; you are. I could tell when you hit your teen years and that's why. That's why I made you into a werebear.

"Why didn't you tell me?" Mack asked, and Sam could sense the emotion building in the young bear.

"I've watched you grow up, I've kept an eye on you. When I couldn't, Russ did. If you've ever trusted me, trust me with this. This IS what you were meant to be. Yes, I wanted you; yes, I needed you. I KNOW it was selfish... but it's more than that, Mack. You were meant for this, I can smell it, taste it and I know it with all my heart and with all my centuries of knowledge... with all my being. You might hate me now... but I think after awhile, you'll see; it is what you are, what you were born to be."

Mack jumped up, his anger finally boiling over. He stomped away about twenty yards; he stopped with his back to Sam.

"So what now?" He yelled over his shoulder his anger pouring out. "What am I gonna change into? Huh? Some slavering beast that kills and eats people, like in the movies?"

Sam winced and sighed. "I've never been a cannibal, Mack. Yes… you'll change in about four months, give or take a day or two, but slavering and cannibalistic, no; and not a beast... not like you mean." Sam answered in a voice loud enough for him to hear but without shouting back and with a tone that betrayed none of the hurt he felt. "Am I a slavering beast, Mack? Did I rip the throats out of those rednecks who wanted to bash our brains in back there? Did I drink their blood? Do you think your uncle is a slavering beast? He's your uncle. He's kind and gentle; have you ever known him to be anything less? Mack, we were the protectors of our tribe. Would a mindless, bloodthirsty beast be entrusted with the lives of women and children?"

Mack spun on his heels. "I don't know! Hell, listen to yourself, man... you don't even talk like you used to. How much of you is you and how much is fake?"

"How would you prefer I speak? I could speak in Middle English like Chaucer... or how about in the English of the man who's name I borrowed, Sam Adams... Colonial American English. I knew Sam Adams and I fought in that revolution you studied in school. Old Croat? How about Low German? Or Dutch, I can do Flemish, too.” Sam paused and took a breath. “I'm an educated man, Mack, educated and re-educated, century upon century. There's nothing fake about me, it's just another part of what I am."

Sam's tone shifted again. "Mack, I'm serious here... this is important for you to understand. I'm not kidding, this isn't about being a 'biker'... this is about being something a whole lot more difficult."

Mack looked levelly at Sam. "OK. I want to know everything. I want to see exactly what I'm becoming. Show me!"

"Now?" Sam asked.

"Yes, now, damn it! If the desert is private enough for us to have sex behind a boulder, it's private enough for me to see what I'm to become in the moonlight." Mack said.

"OK, I'll show you."

Sam got up from the bench and walked out into the desert, away from the rest stop, Mack followed. There was a gully, deep enough to conceal the pair from the road and shallow enough to climb out of when they were done. The bottom of the gully was littered with stones, but had some sandy spots that were fairly smooth. Sam removed his clothes and set them on a nearby boulder.

"Now you." Sam said.


"Because I want to see your whole body reaction and I want to know a few things for myself." Sam said.

Mack slowly removed his clothes, placed them next to Sam's and stood naked in the moonlight. He leaned against the rock and put his shoes back on. Sam might be comfortable in the sand barefoot, but Mack knew about desert scorpions. There was perhaps three feet between them, Sam moved so that the rays of the moon shone on the front of his body allowing Mack the best view. Without prelude, Sam's body seemed to burst into growth. Mack couldn't believe how quickly additional muscle bulged over the bear's entire body or how quickly he rose in height. Mack could hear bones and joints cracking as they grew and realigned; joints snapping into new configurations. Sam's shoulders rotated forward allowing for quadrupedal stance and movement, his muzzle grew out, fingers and toes quickly became claws attached to paws… And the fur... dark brown fur grew out on his body so quickly; if Mack had closed his eye for just five seconds he would have missed Sam's skin disappearing. A muscular hump grew between his shoulder blades and a fat stubby tail grew from the base of his spine. In less than a minute, Sam was a full grizzly bear.

Mack looked over the bear's body in awe, any fear he might have had was forgotten for the moment. He was huge! At least ten feet, perhaps more, it was hard to say in this light. Muscle bulged through the thick fur, a round belly and huge paws gave Sam a massive presence. Sam's cock grew longer, thicker, glistening in the moonlight with precum; his balls inflated and hung low in a furry sack.

Mack couldn't help himself. All his anger, his resentment, evaporated into thin air. He took a step forward and he began stroking Sam's furry chest. His smell! Now Mack understood why Sam smelled 'animal' at times. When he'd first met him, he thought maybe he was a bum that had slept with the dogs for warmth. It was a surprisingly warm scent in the cool of the night.

Sam was staring down at Mack's crotch. What he saw there told him all he needed to know about Mack; he was completely erect. Mack leaned forward, and breathed in the scent, his cock nudging the base of the bear's cock as he did so. He felt dizzy, aroused and lustful. He wanted to bend down and suckle the bear's meat, but stopped.

"Damn it! It's pheromones, isn't it! You make pheromones that attract me." Mack said turning his eyes up to meet the bear's.

Sam just made bear vocalizations in reply.

"Change back now, I wanna talk with you as a man."

Within a minute Sam was in human shape again; his cock, still at full erection, had squirted out precum as the size of everything became less. It ran down the shaft and Sam collected it and rubbed it into his belly and chest fur.

"Your scent, it has a drug-like effect on me, doesn't it? Makes me... pliable, doesn't it?" Mack said.

"Yes, and that's how I knew you were born to be a werebear Mack. Humans who are drawn to our scent are our 'kin'... possible werebears. Humans who aren't kin either ignore or are actively repulsed by our body odor and Mack, it goes both ways; your scent drives me wild, the smell of kindred, like Mike, like Larry... like your uncle... like all the others... it fills me with lust, Mack. Damned near undeniable lust with your scent in particular; the need to breed becomes almost overpowering. You started making those scents when you began puberty. When I got on the bus with you, exposure to your scent began fueling my desire. By the time we got to Jim's motel, it was all I could do not to rip your clothes off, suck every ounce of cum out of you and then fuck your brains out as soon as that door shut."

Mack flared. "And you didn't think I could handle this? God damn it, Sam!" Mack shouted. "Fuck! Didn't you think I might want the truth? You treated me like a kid again!"

"I'm sorry Mack... but everyone on the planet seems like a kid to me, sometimes."

Mack turned and walked away, his back to Sam. He was crying silently; his anger returned and, having no other vent, found its way out through tears. He didn't want Sam to know, though Sam did... he could smell the tears. Sam wanted to go to him, to hold him, but knew that would not be well received now.

"Just get dressed and let's go back to the rest stop. I'll be right along after I get dressed." Mack said still with his back to Sam. He had controlled his voice and hoped it said nothing of his emotion.

Sam dressed quickly and climbed out of the gully. Mack wiped his eyes and gave vent to his anger with a scream of anger. Having let it out, he felt a little better. He dressed and climbed out of the gully. He walked back to the rest stop, Sam was already on his bike, Mack's helmet in his hand. He looked out to the highway, his back to the restrooms, waiting patiently. Mack went into the bathroom and spent a good ten minutes washing his face with cold water. He returned to Sam who silently handed him the helmet, which he quickly donned.

He climbed on the back and when his arms were around Sam he said, "I'm pissed at you Sam and it's gonna take awhile before I feel like having sex with you again."

"I understand." Sam said and fired up his Hawg.

Mack hung on tightly as he peeled out of the parking lot to the on ramp.