The Cabin: Close Encounter of the 7th Kind (Playing with FiddlerBear’s Toys)

By Papa Werebear -
published September 11, 2019

Bill, an older man, goes out to his cabin to await Chris to begin thier early fall hunting trip, but something exploring the nearby woods will change his plans.


You were the person that pushed me to write my stories and to put them out into the world. Your encouragement meant the world to me at a time when I was unsure of myself, and feeling intensely vulnerable. As one of my inspirations for years, your constant support has meant the world. I wouldn’t be the writer that I am today without you. Your loving fan always <3. - FiddlerBear

Special thanks to FiddlerBear for the inspiration and permission to mess about in his universe. ~ Papa Werebear

Chapter 1

Bill was out in the cabin, far back in the woods that he shared with his best buddy Chris.

They’d been friends for decades, both had been married in their younger years. Bill a widower and Chris divorced had bonded back when they’d both purchased suburban homes as newlyweds.

Bill never had kids, Chris’ wife remarried some hotshot lawyer who made $500,000 more a year than Chris’ more modest $250,000. Betty had always been money hungry, and when the opportunity arose to dump Chris for a bigger paycheck, she took it and the kids with her. Surprisingly, though she could have taken half of what he owned, she seemed content to leave him with what he had, as long as he didn’t fight her for custody.

In time, Chris’ kids eventually became disinterested with him as their mother’s and stepfather’s influence disposed them value possessions and status more, and personal relationships less. Ultimately, they stopped visiting their father, having grown dissatisfied with what he could provide for them. It was heartbreaking, but Chris accepted it.

After the divorce, Chris tried dating but it never seemed to work out for him. He contented himself with the company of his friend Bill and Bills wife Veronica. At about the time of Chris’ divorce, Bill and Veronica bought the cabin and each year the three of them would go up for a couple of weeks in the summer. The men would hunt and fish and Veronica would enjoy the seclusion. Cooking and cleaning duties spread out among the three of them.

After Veronica passed away, Bill in is early 50s and Chris not that far behind at 45, Bill and Chris started taking care of each other. Chris would bring over something to share for dinner, Bill would mow Chris’ yard, and they’d watch a movie while sharing beer and cigars or go out to a game together. They’d watch out for each other, be there for each other if needed. The pair became very close, spending more time in each other’s houses or garages than they did their own.

Bill would tinker away on his vintage ’67 Camaro he was restoring or tuning up and maintaining his ’73 Harley Electra-Glide he bought in the early ‘80s when he was just out of the service. Chris would be there, lending a hand with whatever Bill needed mechanical help. If Chris wasn’t helping Bill work on his ‘babies’ as he called them, he’d be working in his wood shop, Bill helping him build a table or cabinet or whatever project struck his fancy.

The other guys they hung out with teased them about being all but a married couple, Barney in particular. Poker night, usually hosted by Chris as he was single and had extra space for a dedicated game room in the basement, was when they’d tease the most.

Finally Chris said, “Hell, if I WERE gay, I’d marry him! In the years since my divorce and Veronica’s passing, Bill’s never cheated on me or taken any of my kids. I’d say he’s a damn sight better than my ex all around… and doesn’t complain about where I leave my dirty underwear or how hairy my back is either! So, Bill,” Chris pulled the paper band off his cigar and leaned over the table, “Would you do me the honor of becoming Mr. William Ford-Parker?”

Bill laughed, took the band of his cigar and handed it to Chris and they exchanged, “I will… but it’s Parker-Ford… my name comes first!” They both laughed and put the paper bands on their ring fingers and the cigars back in their mouths.

One night, a few months after getting ‘EnGAYged’ as Greg referred to the incident, Chris and Bill were sitting on the couch at Bill’s place watching one of the football playoff games. They’d had more than a couple of beers having polished off a half case and were working on the next twelve. They were feeling comfortable and raucously cheering their team on. Bill, clad in a tank top and shorts, leaned back with his hairy tatted arms over the back of the couch and Chris had repositioned so that he was closer to Bill. Eventually Chris was leaning against the larger man.

Eventually Bill said, “Hey buddy I gotta move, my arm’s fallin’ asleep”, and so Chris sat up and repositioned. Bill moved forward at the same time, repositioning his arm at his side, and it happened. Their bearded faces touched almost lip to lip. Bill pulled back just a little and looked in Chris’ eyes. There was a moment of uncertainty, then Chris’ eyes flashed with something Bill thought might be lust. Chris then leaned in and kissed him, softly on the lips, and Bill did not stop him. Soon, they were making out. They parted lips and looked at each other.

“I’ve never…” Bill said.

“Neither have I.” Chris interrupted and then he looked down at Bill’s crotch, which caused Bill to reciprocate.

They were both hard. Chris put his hand on Bill’s package and rubbed, eliciting a deep baritone moan from the older man. “I wanna see it”, Chris said.

Bill, in his fuzzy, uninhibited, mental state unzipped. He fished his cock out. The uncircumcised head glistened with precum and before he knew what he was doing, Chris was on his knees with Bill’s cock in his mouth.

Bill yelped when Chris’ teeth scraped the underside of his dick and Chris came off suddenly, a shocked expression on his face, “I’m sorry” he said, “did that hurt?”

Bill smiled down at him, “It’s OK”, he said reassuringly, “just be careful of the teeth”, and gently pushed Chris back down onto his cock.

When Bill shot his load, he pushed his cock down Chris’ throat, holding his head on his cock in rigid ecstasy, growling out his orgasm. It gagged Chris, almost choking him, but he took every drop of seed Bill gave him and pushed himself off Bill.

Chris coughed and got up on the couch again. In a few minutes both he and Bill had recovered and Bill said, “Now I take care of you”, and then Bill positioned Chris on the couch in front of him. Chris unbuckled and pulled his pants down. Bill, held him close in his strong, hairy arms, and jacked him off.

They sat like that for a while, Chris leaning against Bill, Bill’s cum covered hand resting on Chris’ hairy chest. Chris reached over for some napkins from the pizza box and cleaned up as much as he could.

The two talked, Bill holding Chris, each occasionally looking over at the game scores, which now seemed much less important. Chris confessing that he’d never been with a man, but had thought about it often enough, most often about Bill in fact, that he guessed he wasn’t completely heterosexual. Bill however said that he was hetero, but that he didn’t mind helping Chris out with a hand job or even fucking Chris’ ass, if Chris wanted that.

“Whoa! Let’s not go charging right into anal sex… I’m not even sure I’d want anything up in me, let alone that monstrous thing you got hangin’ down there”.

Bill actually blushed, “Well, it’s bigger than average, so I can’t argue with you about that”.

The both laughed and talked about how much they missed having someone to hold, or just touch.

They talked about how nice it was just to lean back against one another and how, before the accidental near kiss that night, that Chris was enjoying leaning against Bill, and Bill had enjoyed it too.

By the time they’d cleaned up and put themselves back together, the game was over and their buzz had dissipated, the afterglow had vanished. The two hugged and said good night and Chis went back to his house and slept.

Bill had remained awake a little longer, thinking about what had happened. He resolved that it was OK if his best friend was bi… or even gay… And, even if he’d prefer a woman, getting your rocks off with your best buddy was nothing to be ashamed of and that he’d be fine with being more intimate with Chris… but takin’ it up the poop chute?! HELL NO, that was right out! Still, if gay men could be exclusively tops, so could he.

Chapter 2

That had been three years ago. Since that time Bill and Chris had grown into a comfortable, loving, sexual relationship. Bill still didn’t consider himself homosexual, nor did Chris for that matter. Chris thought of himself as bisexual. Both men still enjoyed seeing a good-looking woman and together they’d both beat off to straight porn. Bill could even get into gay porn, as long as the guy on top was a big hairy ‘bear’, as he’d come to understand they were called. That he and Chris jacked together and maybe helped each other out with a hand on the other’s cock, or shared a kiss, while doing it didn’t seem to make either of them think they were gay. Chris would blow Bill and Bill was more than happy to give Chris a good hand job, holding him close to his hairy body, playing with his nipple with the free hand.

Bill began purchasing toys for them both to enhance the experience. Fleshlights, a vibrator, a dildo close to the size of Bill’s cock for Chris to practice oral on, and some urethral sounds which both discovered they enjoyed. Chris was kinkier and wanted Bill to do things that Bill just had no interest in, but Bill said he’d think about it and if he could get into it later, he might agree. Eventually, Bill began sucking Chris off, feeling that if he’d been receiving all that time, it was time he returned the favor. It wasn’t something he particularly cared for even now, but it made Chris feel good and to Bill, that was more important than his initial revulsion to the idea of eating another guy’s cum. But, he reasoned, he’d eaten enough of his own jiz; another guy’s wasn’t that different, especially since it was Chris.

Their relationship evolved further when Chris admitted one night after Bill had sucked him off that he’d been practicing with the dildo in his ass so he could take Bill’s cock. Bill was immediately hard and ready to fuck, and fuck he did! It was a whole other dimension of pleasure for the both of them. Chris discovered the absolute joy of having his love-nut massaged while Bill jacked him and Bill experienced the tightest, hottest, hole he’d ever fucked. He shot harder and longer than he had in years, filling Chris with so much sperm that it seeped out around his cock and into his pubes. Topping his buddy was even better when they both shot together, so Bill would do his best to keep from coming until Chris was ready. Not long after that, Chris bought a sling for them and the fucking just got better.

They began spending the night together after sex, two or three nights a week, sleeping with each other. Both found sharing a bed made them feel better and they slept more soundly. They craved touch and enjoyed holding each other in the night, though Bill always insisted on being the big spoon.

Through it all, none of their poker friends suspected they were having sex, even if they joked about them being a married couple.

This evening was Tuesday and Bill was up at the cabin alone. He’d got to the cabin in the early afternoon and opened it up to air it out. Windows opened wide to let in the breeze, front and back door open with just the locked screen doors to impede intruders, should they want to enter. Bill wasn’t worried too much about humans in the area. The cabin was remote and off a private gravel road that didn’t see much use other than what he and his nearest neighbor, five miles up the road from him, gave it. Bill would be more concerned about bears breaking through the screen doors and pillaging the food he’d brought with him, BUT he knew if a bear wanted into his cabin, he probably couldn’t prevent that.

It was the end of summer after Labor Day and he was waiting for Chris to drive up from town at the end of the week. Bill had retired already, but Chris still worked and would for a few more years, but he’d gotten vacation time off for all of the following week to hunt.

As he thought about Chris, tears came to his eyes. When his buddy got here, after their first day of hunting, he resolved he’d tell him. He’d been to the doctor a few weeks back and it wasn’t good; pancreatic cancer and it wasn’t likely that he’d survive much past the next three months.

This was going to be their last hunt together. He’d already prepared his will, and seeing as he didn’t have kids, and being the only child of parents that had passed on many years back, he didn’t have siblings or the children of siblings to which he could give his possessions. Therefore, he’d decided to will everything to Chris, including the cabin. Chris had become, after all, so much more than just a dear friend. If Bill was honest with himself, they were lovers, even if the relationship was not what was usually expected between men.

There were four bottles of 30 year old whiskey and a large box of the finest cigars Bill could find. He’d bought some fine food he and Chris could make together. If this was going to be their last chance to make memories up here together, Bill was determined to make them as good as he could. Hell, he was even sort of looking forward to having Chris fuck him… to find out what that kind of male intimacy felt like… see what all the fuss was about.

Feeling a bit tired from his walk down to the lake and back, and in a little cancer-induced pain, Bill decided to take his pain meds and retire early. The last light of the evening was fading in the west as he turned out the lights and climbed into bed in only his tighty whities. Crickets were chirping, an owl hooted in the distance, and the sound of the wind in the trees was soothing. A cool night breeze lightly passed though the opened window and Bill sighed. He’d miss all of this after he died… or not… depending on who was right about death; the theists or the atheists.

As he slept, a form slithered into Bills bedroom. The house had been quiet for about an hour and so it was probably safe to move about. The creature had entered the cabin in the afternoon through one of the low placed windows. Upon sensing Bill’s return, it had had stopped investigating the place, and had hidden in the root cellar.

The being was new to this world and exploring. Hours earlier, it had already found a large indigenous predatory being consuming a meal of the photon harvesting lifeforms that grew from the soil. The feeding creature was almost as large as it was and had the natural weapons expected of lifeforms that consumed other, mobile, fast moving lifeforms. It had sharp natural ripping protrusions made of a hardened calcium compound around its intake orifice. It also had sharp modified protein compounds (that were apparently the same as the strands that grew all over its body), but these had been fused and hardened and honed into ripping tools at the ends of its four appendages. That the lifeform was feeding from the static photon harvesters as well told the being that this creature was not restricted in what it consumed. It would eat either of the two kinds of lifeforms found on this world - the moving and the unmoving.

The being had easily subdued the large lifeform, even though it had struggled and lashed out. The being probed it with its appendages, moving them into orifices at either end. The being took samples of its reproductive fluids for analysis. The creature was looking for a suitable host to which it could join, but though the large, predatory being was strong, its species hadn’t quite gained the level of sentience the being required for symbiosis. The being knew this, because when it had established a connection to the indigenous lifeform’s central sensory processing organ via the processor’s branching network, it had found little in the way of complex thought. This creature would not be capable of the simple of mathematical calculations; in short, the being would be taking advantage of a severely less cognitively developed species, something it felt great distaste for as much as forcing sex on another being. Joining should be a partnership, if not of equals, at least near equals. Still, some of the genes it carried in its genome did seem rather beneficial and might be of use later.

The entity tranquilized the large predator by shutting down all cognitive functions of its central sensory processing organ, and left it in peace to awaken to continue feeding once it regained consciousness. The being wished no harm to the indigenous life of this world.

It had then moved on and found this obviously artificial structure, indicating the possibility of sentient life nearby and so had investigated.

Now, with the lifeform dormant, it was free to analyze the prone creature.

The entity moved to the side of Bill’s queen sized bed and extended several tentacles from its body. The creature could extend anywhere from a single appendage, to more than thirty. The number of tentacles limited only by the size of the being. Larger members of its species could have hundreds at one time.

The creature moved the cover off Bill and began touching him. Bill stirred only slightly, the painkiller he’d taken earlier and the fatigue he felt from his activities kept him in a deep state of sleep. The being noticed that this lifeform shared many similarities with the one it had probed earlier. It had four appendages, reproductive structures in the same location, the central sensory processor and network in the same location. This creature even had the same number small appendages at the ends of the four main appendages. Its intake orifice and elimination orifice were in the same locations as the other. There were differences; no large natural weapons on its appendages or around its intake orifice. It was covered in the protein strands all over its body, but it wasn’t as thickly covered nor were the strands as long, the exception being that around the intake orifice, the strands were thicker, denser, and longer than that of the other creature. It wasn’t as bulky or strong, but there was no doubt that these two beings were related. Perhaps the larger one evolved, as it got older into this lifeform? Perhaps they were the same and the larger form was the larval stage of this more advanced form.

Certainly on its world, that’s how life progressed. The offspring grew more complex and more intelligent as they moved from mindless larval stage, to intermediate semi-sentient stage, to fully sentient adult breeding stage, and finally revered super-intelligent elder stage. The elders were barely mobile, but could connect telepathically with multiple sentient members of his species. The being considered that at its current adult age, it could look forward to evolving once more to a revered elder when the time came, but that would be long from now.

Still, even with all the differences, this creature shared commonality of structure with the other, so even if they were not the same species, they likely shared a common ancestor at the very least.

The being wrapped tentacles around Bill’s arms and legs and began rubbing his rounded belly, considering whether Bill would be an appropriate lifeform for symbiosis and host for reproduction. It found his briefs and ripped them off his body, tearing them to shreds. It gradually lifted Bill off the bed, supporting his back and ass with more tentacles and moving Bill above its own amorphous form. It then softly lubricated Bill’s asshole, and started pushing into him, gradually expanding Bills anus, as it had done with the larger lifeform it had happened upon.

Bill was coming out of his dream state slowly. His mouth opened and a thin tentacle smoothly pushed into his throat and began supplying him with air, while another snaked its way into his belly. From inside of Bill’s large intestine, the creature located the base of his spine and began hooking into his nervous system as it had done with the other before.

It was at this point, when the link was establishing, that Bill came suddenly fully awake and panicked. He struggled and tried to free himself, but the being had him securely. He watched in horror as tentacles arose from the floor and began wrapping around him. He descended from above the height of the bed, down toward the floor. He couldn’t see what had him; he couldn’t even scream as whatever had him, had pushed past his vocal chords and was holding his airway open, feeding him air so he could breathe. His arms secured tightly to his sides as tentacles wrapped around and around him, his legs pulled together as more wrapped around them. Finally, they wrapped around his head, completely cocooning him.

He struggled weakly and helplessly, and as it drew him into its body he felt the end of one of the tentacles incase his penis. Finally, it established a neural link with his brain through his spinal cord and a flood of thoughts exchanged between the two. The creature learned what language was within minutes and began thinking words to Bill, nonsense at first, but learning instantly through the link it began to master language. The first thought words Bill recognized as something intelligently directed at hime was a request for identification.

“Who are you and what are you?” rang in Bill’s mind in a deep bass voice as the creature’s body enveloped the last of Bill’s and the amorphous blobby body sealed over him

Chapter 3

The tentacles that wrapped around him unwound and within the being’s body Bill floated almost weightless. He struggled to free himself, but could gain no traction within the creature.

“Let me go, I don’t want to be eaten!” Bill thought.

“I’m not going to eat you, I don’t need to eat other lifeforms, I make my own food”, the creature responded, “All I need is light, water, and air… and what minerals I can dissolve. Your planet’s star is yellow, it provides me with much more food than my home star.

“So you’re a plant”. Bill said.

The being searched Bill’s mind and found he meant the static photon harvesters like the… bear… was eating. “No, I’m a mobile form like you; I have a complex nervous system but with a decentralized sensory process… A decentralized brain… pardon, me, I’m still learning what you designate things”.

“So, you’re an animal that can photosynthesize, like a plant”, Bill’s fear was subsiding as he spoke with the being, who sounded rather masculine in his mind, something he wanted to ask about.

“You sound male, are you male?” He asked.

The being paused and shuffled through Bill’s mind to understand.

“Oh! Oh your species has two… sexes!” the being had not realized such a thing was possible, and having encountered a male Bear had not suspected such a thing, “To answer your question, no, I’m not male. My voice, in your mind, is taken from your thoughts, though not your voice as I wanted you to understand that it was not your brain feeding back on itself. Are you a more evolved form of the bear? That is to say, are you the same species at a different life stage? I was curious about that since you share morphological similarities.”

“You mean, like an insect?” Bill asked.

“Yes… my species evolves from egg through different forms like your insects. You do not?” the entity asked

“No, we are born with this form, and we grow larger. We have a maximum size, and I have reached my personal maximum. What do you want with me?” Bill asked

“Ah… excellent! To the main point! I would like to join myself with you, if you would permit it. If not, I will release you, erase your memory of me, and move on to find another potential host.” The being said.

“What would joining with you mean? Would you take me over, control me? Would you eliminate my personality? How would I benefit if you joined with me? What do you want?” Bill thought simultaneously in somewhat of a panic.

The being smiled in Bill’s mind and he sensed bemusement from the creature.

“If I were such a creature as to take advantage of other lifeforms, just because I could, I would simply have done those things you were thinking about without bothering to ask. I will address your concerns, starting with the one that causes you the most stress first.

Will I eliminate your personality? That would be the murder of a sentient, something my species abhors. You are the first planet our kind has found that has life more complex than single cells or mindless multi-celled life. We value other sentient life as we do our own. In the thousands of planets where we have found life, you are an unexpected… cousin? You think and that is rare. We would not extinguish that.

Would I take you over? No. When we join with members of our own species, personalities join and merge. It would be the same with you. You would have access to all I know and the same would be true for me. We’d become one.

What do we want? We have much to learn from you, and much you can learn from us. You sense things in ways we do not and the same is true in the reverse. We want to share with you, we want to move into the galaxy with you. We want to see what’s out there and we want you to come with us.

What does it mean for you? My species needs emissaries, I wish you to become an emissary. We, by joining with you and others of your species, can better understand you and you us and it would ease your species into formal contact with us. Joining will never be compulsory, no one will be forced to join with any of us. We want to expand into the galaxy and we wish to do so in peace, with our neighbors as partners. However, this planet belongs to you and to the other species with whom you share it. If your leaders were to tell us to leave, we would, in peace.

How you would benefit? As a species, you would gain interstellar travel, advances in all sciences, an understanding that comes from a different experience and perspective, just as understanding from your experience and perspective would benefit us. Your species will have access to the vast resources of your own home system, and that of any of the uninhabited star systems.

As an individual, I can enhance your body as you please. I can remake your body, give you the body you desire, give you immunity to disease, and cure your cancer. The result being that you will live for hundreds, perhaps a thousand years. Where it is true that, as biological beings, we eventually all wear out your consciousness and my own, can be transferred to a new, willing host and in joining with that host, we provide that being with our experience”.

“And if I say no, you’ll leave me? Just as I am?” Bill asked.

“Yes, I’ll leave you. But not as you are… I will give you a gift. I read in your mind that you are close to dying from malfunctioning cells in multiple organs. I will remove your cancer and illnesses, all of them. This will substantially extend your natural life. Your body will be as healthy as it was when you were twenty. You will look no different though. I do this, because I do not want you to feel that refusing my offer would mean death for you. You should be free to choose to be joined.” The being said.

Tears welled in his eyes. Immediately he thought of Chris and how he would not need to part from him.

“You have a mate?” The being asked.

Bill thought about that for a moment, “No… well… yes, but…”

“But?” The being said.

“I’m not… I dunno… I love him, but…” Bill didn’t know how to explain how he felt. “You can read my thoughts, look and see”.

The being probed.

“We, being one sex, don’t have this problem. These, feelings you have, they are a new thing for me. We don’t experience emotions, at least, not as you do. What I don’t understand is that you have a strong attraction for Chris, you have enjoyed being in his body and with him, but revulsion too, and you don’t want him in you. If you were to join with me, this would probably not be an obstacle for you anymore” the being said.

“You’d turn me gay?” Bill asked.

“You’d be… attracted to both sexes, like Chris” the being said, “Would this displease you”?

“No… I’ve come to feel that if I was gay, I would like to be Chris’ husband, I just never felt… comfortable with the idea” Bill said, “If sharing thoughts completely while you heal me will help me be closer to Chris, I will welcome that”.

“If you are willing, I can begin changing you. I’ve read some of your thoughts about your body. I know you wish to be taller, stronger… hairier. I encountered a bear earlier, I could make you like that lifeform if you’d like. I can introduce genes from that species which is very closely related to you”. The being said, and showed Bill an image of the grizzly bear.

“Wait! You can make me part bear?” Bill asked, “Why?”

“There are advantages. You’d have the stronger, more muscular build you desire. I’ve sensed that you deeply enjoy having body hair, and this could be enhanced greatly with the bear’s genes. This other species also seems to tolerate the intake of fatty nutrients better than yours. I can give you as much or as little of these genes as you would like concentrate on what you’d like to become”.

“Would I still look human?” Bill asked, suddenly afraid of looking like a circus freak.

“You could, I sense this might be best as the less you look like your species, the more unwanted attention you would get from others of your kind”, the being said.

“I would like to be bigger and hairier… and I love having a big belly.” Bill said, “Could I have just that”.

“Those would be simple changes.” The being said.

“Then let’s begin!” Bill said.

The being began pumping Bill’s belly and gut full of transformative fluids, which felt a little painful at first, but became erotic as it stimulated his prostate simultaneously. The tentacle attached to Bill’s cock began to stimulate him to extract his seed as several massaged his growing belly and nipples. Bill felt shocks of pleasure that traveled from his nipples to his crotch and thought, “Can these be bigger too?”

“Of course”, the being said.

Bill convulsed in pleasure, he felt his cock elongate past its maximum and his balls began to swell, “I can feel the changes beginning”.

“Yes, you’ll need to sleep now. It will take time to change you and I must devote full concentration to ridding you of your cancer and disease and that is what I want to devote my time to while I do not have access to sunlight.” Bill understood the necessity and let himself slip into unconsciousness.

Inside the being, Bill’s body began to become softer, less rigid, his skin became semitransparent. His bones grew soft, muscles lost their tone. It was necessary to make Bill more pliable in order to rebuild him as he wished.

Chapter 4

The creature began to modify Bill’s body. It had pumped his belly and gut full of transformative fluids. The creature took Bill’s seed and the seed of the bear and began combining the genes that were relevant to what he wanted in what it saw in Bill’s mind.

This would take some hours, so the creature moved from the bedroom and out the door into a clearing in front of the cabin. The creature would need full sunlight to gain the energy it needed to work on Bill, BUT there were preliminary things it could do while Bill slept. It could certainly work on the diseases and autoimmune problems; there were many viruses and bacteria. It could rid Bill of foreign matter that had built up in his lungs and other organs and remove toxins. There were the beginnings of a brain tumor and liver and prostate cancer, which were a result of the cancer in the pancreas. These things the being had enough energy and some to spare, to deal with in the dark.

By the time the sun rose, and its rays had begun bathing the creature in nutritious light, Bill was cured of all ailments and was at the beginning point for the changes that would come.

Inside Bill’s body stretched and grew, aided by hormones and nutrients provided by the being. At this point, the being began introducing the modified bear/Bill DNA to his cells, pumping it into his rounding bear belly, into his balls, all through his circulatory system. The creature, out in the daylight, foraged for minerals it would need to help build Bill. There was an outcropping of limestone it pulled calcium from and of course the carbon dioxide from the air. It synthesized bone-building materials for Bill’s growing frame. It enhanced the density of Bill’s bones and as the genes altered his body, the creature supplied the materials he needed. Proteins, fats, carbohydrates, minerals, vitamins; the creature incubated the growing bear-man through the day.

As evening approached, the transformation was finishing up and the being had absorbed more than enough sunlight to finish the changes. It moved back into the house and to Bill’s bedroom. While he’d been asleep, the creature had been communicating with Bill’s dormant mind, sharing information, teaching him and learning from him, the two minds had been in constant communication though not conscious communication on Bill’s part.

The creature wrapped Bill’s body once more in tentacles; it opened up once again and lifted the now larger from onto the bed. The Creature continued to feed Bill and his body mass grew in the cocoon of appendages. Bill’s sexual inhibitions decreased and in his dream-state, he mated with Chris and Chris mated with him and Bill’s arousal caused him to ejaculate into the tentacle several times with his new, larger balls. The images that filled his mind as he became conscious were strongly homo and bi sexual content, but more homosexual than Bill had ever had in the past. Mostly they involved mounting and breeding Chris, and then tenderly holding them as the afterglow faded, but some dreams had larger more dominant men Bill fucked and was fucked by. The creature analyzed the seed Bill now made and determined that the modified genome, now far more stable and resistant to harmful mutation, would be transmissible to generations that followed. Any children Bill would sire would gain their father’s build and ursine gifts.

As the sun set, almost twenty four hours after Bill had been taken into the being, the tentacles unwound and Bill’s body relaxed. He lay there for several minutes and awoke, opening his eyes, looking around the room. The creature beside the bed quivered a bit and Bill reached out a hand in the dark room making contact with a tentacle. He smiled as their minds joined.

“Thank you.” he said in his mind, “The pain is gone and I feel… so… strong” he drew a deep breath and continued, “So alive! And best of all, there’s no pain!”

“Go look!” the being said.

Bill moved his body, already he could feel that his frame was heavier, there was more muscle on it, he raised a hand to his chest as he sat on the side of the bed and felt denseness of it. He ran it up and felt the full bushy beard on his face, ran his hand down his left shoulder, equally as hairy as his chest and down his arm, and the fur did not diminish until he reached the backs of his hands where it was less dense. From what he could tell, he had a thick pelt now, much denser than he had yesterday. He moved his hand to his belly and felt how solid and round it was. He rubbed it and from the dense fur to the full muscular gut feel, it turned him on. His cock grew hard and with the other hand he gripped it. That too was heavier, longer, and more sensitive and hair grew up half the length of it and almost to the tip on the underside. He reached under and felt the balls in the sack, each one filled the palm of his larger hand. Copious precum flowed down his ridged tool. He ran a long, thick, sausage like finger up its length and, scooped up the fluid on the end of it. He put it to his bearded lips and took it into his mouth. The taste was sweet and musky.

Bill decided it was time he saw, at last, what he’d transformed into.

He stood, feeling his weight shift as he did, he felt taller. He stepped over to the light switch and turned it on. He could see his body hair was now a full pelt of thick man fur. He walked toward the full length mirror in the bedroom and the being who had changed him slithered behind as he moved in front of it.

“GOOD LORD I’M SEXY!” he rumbled in a deep bass voice not unlike the one the alien used when speaking in his mind.

His fur and beard were still white, but what a difference. The hair on his body was as dense as humanly possible without being a fur coat. His beard was thick, full, bushy, and long and grew up almost to his eyes and connected to his rung of a chest. His head was bald, as it was before, but Bill had not wanted that to change, he thought it was sexy to have horseshoe of hair around his head. His build was thick! So thick with muscle that he looked like he’d been lifting weights for years and had enjoyed a lot of beer and pizza to put padding over that muscle. He had a fireplug build with an ample, round, solid, bear gut, which made him tingle with sexual pleasure when he rubbed it; and he was tall too! His stiff, thick cock twitched and now that he could see it in the light, he admired its changed shape. It was of course longer and thicker, but it now had a head that flared out slightly and looked more like a bear’s penis.

Yet, that was not all that looked more bearish! His face was broader, particularly the jaw (which he could feel under the beard), but his nose also had broadened, though not so that it made him look less human. His nose had grown a little square at the end. When he smiled, looking at the changes to the rest of his face, he noticed that his canine teeth, top and bottom, were pointed, and a little longer. Looking at his teeth, they were perfect molars and incisors, but with sharper points on them. He looked down his furry arms to the hands which had become huge and paw like. Broad and powerful, with thickened nails that were just a slightly darker of shade than ordinary clear human nails. His feet, however, looked more paw like, they were broader than feet normally would be even for a large man and the nails were thicker, and darker than his fingernails. He’d have to get special shoes or boots to fit his feet.

He moved his hands to his protruding nipples, as large around as the ends of index fingers, poking out from his chest. The emerged through the dense fur, proudly erect like his cock. When he touched them, there was that shock of pleasure that went right to his cock.

“Fuck! So this is what it feels like for Chris when I play with his nips!” Bill said.

He raised an arm and took a lungful of his pit scent as he played with one nipple. He loved his musk and he was sure that Chris would too.

He got an idea. He moved into the living room area, stark naked and retrieved one of the special cigars he had to share for the bad news. Poured himself some of the 30 year old whiskey, trimmed toasted and lit the cigar. He took a sip of the whiskey, then put the cigar to his lips and drew on it and growled in pleasure as he played with a nipple and stroked his cock.

It was as if the being sensed his desire. It approached the sofa. He looked down at it and said, “Beautiful creature, share pleasure with me, link with me”.

A tentacle rose from its body and to his mouth. He blew smoke into it and stuck his tongue into the tube. It sucked his tongue, and tasted the whiskey and smoke. It broke contact with him and he took another sip, and shared it with the creature.

The tentacle moved from his mouth, down his beard, through his chest fur and down to his cock. It began suckling the bear and he began thrusting his hips into it.

He put the cigar back in his mouth and said, “Fuck me!”

Another tentacle arose from the amorphous body. Bill saw it was shaped like his own cock, just as thick, but longer of course. It dripped with precum.

Bill spread his legs and invited the being into his hole. It slicked his opening and then, slowly pushed in, expanding, growing thicker, and opening him up. Bill moaned in pleasure as the creature massaged his prostate and pulled in and out of his hole, simultaneously the creature felt pleasure with Bill as it had hooked into Bill’s spinal column and linked with his brain. The two pleasured each other, the creature extended its sensitive sex organ and Bill made love to it with his tongue. Mentally joined as they were the two were in a feedback loop of pleasure.

The two made love for hours, the being taking seed from Bill and pumping it’s cum into his guts and belly, making him rounder, heavier.

By the time Chris arrived tomorrow, Friday afternoon, Bill would be his dream bear, and they would fuck with abandon and… Bill would take Chris’ beautiful cock into his hole and be bred by his mate.

Chapter 5

Chris was late. An unavoidable traffic jam due to a three car pileup closed all but one lane of the four lane highway and added three hours to his trip. So he arrived at the cabin later Friday evening than he’d hoped. It was after sunset, but not too long. The sky was full of stars and no moon lit the land. The cabin was dark, but Bill’s car was there. Chris thought it was a bit odd, but then perhaps Bill had been taking an afternoon nap? He’d been rather tired of late, but that’s to be expected as you get older, right?

Chris opened the front door and called for Bill. There was a “In the bedroom” response and by the sound of his voice, Bill had a cold. His voice sounded deeper. Chris tried to turn on the front room light, but it wouldn’t work.

“The lights are out, is the power out or is it the breaker box?” he asked and sniffed the air, the scent of a really good smelling cigar drifted in it. “Is the generator out of gas?”

“Something like that, I figured I could fix it when you got here. But first, I thought it might be fun to play a bit, help you relax and unwind, get out of your clothes and join me.” Bill said in his deepened husky voice.

“Are you OK? Your voice sounds different… deeper” Chris said taking off his jacket and unfastening his belt as he made his way to the bedroom.

“Yeah, I’m fine. My voice is just a bit deeper last couple of days, but I don’t feel sick… far from it.” Bill said as Chris felt his way into the pitch black bedroom, curtains drawn so that any outside light was blocked. Bill was obviously sitting on the edge of the bed, Chris could see the glow of the cherry on his cigar as he drew on it and exhaled.

“Can we light a lantern or candle on or something,” Chris said as he unbuttoned his flannel long sleeve and starting removing his shoes.

“Nah, your eyes will adjust.” Bill said, “I can see you fairly well” and he reached out and helped Chris out of his shirt. “Kinda sexy, like bein’ blindfolded, ain’t it?” he growled around his cigar and pulled Chris to him from his seat on the bed. He took a pull on his Cigar, wrapped his paw of a hand around the back of Chris’ neck and brought him in for a smoky French kiss, feeding Chris his spit and smoke at the same time.

Chris was hard. Bill was being… dominant, he liked how this was starting out. He unfastened the button on his jeans and let them drop to the floor and pushed his underwear down, shimmying it to his ankles and stepping out of them. He didn’t know what had gotten into his buddy, he was mostly kind of stiff when it came to male intimacy, being that Bill was straight and all. He’d tasted a little whiskey on his tongue, so maybe Bill was just a little tipsy and more than a little horny. Chris didn’t care, he’d take what he could get. He’d fallen in love with this man and he’d work with Bill’s inhibitions and taboos and be respectful of the hard lines that had developed between them.

Chris placed a hand on Bill’s chest and felt the thick, soft fur there, which he thought somewhat more generous than he should have. He didn’t remember Bill’s chest being that furry. Bill was a hairy guy, but… but maybe it was exploring his body in the dark. They’d never done anything in complete darkness. It had probably heightened his senses, and magnified his perceptions.

Bill took Chris’ hands and said around his cigar, “How about we start doing things the way you want half of the time, instead of the way I want them all the time? I know you’ve been wanting things I’ve just thought were a bit too… kinky… for my taste. I know you enjoy bondage, maybe we could do that, and some light sadomasochism? Some Daddy Bear-Cub play or cigar sex? I’ve been thinking for the last few days. I want to become the leather Bear you’ve talked about me being. I’ve got my old riding gear, and I know it turns you on when I wear it… but… I was thinking of getting some new stuff too, stuff you’d like to see me wear”.

Chris felt a shiver of excitement run down his back at the thought of Bill in leather gear, with that big ol’ cigar in his mouth. “You have?” he said almost in a whisper.

“Yes, and I’d like to make you my leather Cub. I know you’ve wanted that. Wanted me to take you to a Bear bar on the back of my Hawg, but I’ve been too stubborn. I’ve decided that life is too short and I should indulge your fantasies about me and you and screw what the rest of the world thinks. I’ve also decided that we should talk about formalizing our relationship,

“Formalizing… like what?” Chris didn’t dare to hope.

“I think it’s about time you and I got married. Move in together. If Barney, Greg and the other guys make a stink about it, they can go fuck themselves, we don’t need ‘em as friends if they don’t support us.”

“You’re serious? Married?” Chris asked, still astounded that Bill had come to this decision.

“If I’m lyin’, may my beard fall out!” Bill said.

Chris recognized the oath as one Bill and his riding buddies used to use, years ago when they visited Bill, before they all moved away.

“We’ll talk about tyin’ the knot later, it can wait until after we’ve had some fun. For now, if you’re game, I’d like to do some other tyin’, that is you to the bed. I want to make love with you and… if you’re a good Cub, Daddy Bear wants to take your cock into his ass for the first time tonight.”

Chris actually gasped and then said, “Really?”

“May my beard fall out.” Bill said and drew hard on his cigar lighting up the end so bright that Chris could see Bill’s bearded face for the first time. In the dark, for an instant, he thought Bill looked like a bear… well, if Bill and a bear were sort of merged… and still mostly looked like Bill. Bill locked lips with Chris and fed him more smoke, Chris moaned with desire. Bill broke the kiss and Chris exhaled.

“What’s gotten into you? You’ve never wanted to go all out before?” Chris raised a hand to Bill’s furry cheek.

“As I said, life’s too short. Up here for the last three days, I’ve gained some new perspectives shall we say. I’ve come to accept something with this time I’ve had alone, something I’ve known for years. I love you Chris, deeply, and the fact that you’re a man stopped being an issue for me some time back. The only thing holding me back was that your body is male. What I’ve decided is that doesn’t matter anymore. I want you, I want to be intimate with you as a mate. I guess that makes me gay or bi, but none of that really matters. What matters is that I love you, and you love me, right?”

With tears in his eyes and in a quivering voice, Chris said, “Yes, so very much”.

Bill set his cigar in an ashtray on the nightstand.

They kissed again, Bill holding Chris’ arms at his side in a firm grip, dominating him with his tongue, pushing it into his lover’s mouth, roughly tongue fucking it, feeding him his spit. Chris liked being controlled this way, being submissive to his forceful lover.

After the kiss broke, Bill stood and smoothly guided the naked, smaller man to the bed. He positioned him on his back and then, first with the right arm, then the left, then the left leg, and then the right leg, secured Chris to the queen sized bed, spread eagle. The leather straps bit a little into Chris’ skin, but that heightened the excitement for Chris. Bill checked to be sure his lover was secure. He picked up the cigar and put it back in his mouth and growled out. “OK, try to get loose, really try.”

Chris did and the bindings held fast. Chris knew he couldn’t escape even if he wanted to.

Bill chuckled, and rumbled out, “You ain’t goin’ no wheres Son! Daddy’s gotcha and you ain’t leavin’ until I say so” puffing out clouds of rich, pungent smoke as he did so.

“Thank you Daddy Bear!” was all Chris said and Bill ran a finger up the underside of Chris’ cock, putting it to his mouth and tasting the sweet nectar.

“Mmmmm, I like your taste. How ‘bout you take my ‘gar for a while and I’ll relieve you of that load that’s been building up in your balls for the last week?” Bill said, drawing on the cigar one last time before leaning down and feeding Chris more smoke. Then placing the cigar in his mouth.

Chris’ head was spinning. He was highly euphoric and he didn’t know if it was the cigar, or the feelings he had for Bill being returned in full, this new exciting phase of their relationship, or what. He was supremely happy and in the middle of these thoughts, Bill’s mouth engulfed his cock, all the way to the root and more as Bill took his balls and almost all of his sack in to his mouth as well. Chris’ cock was down Bill’s throat and Bill’s tongue was washing the sweat and musk off his nuts.

Chris cried out around the cigar, “OH FUCK! GOD DAMN YOU’RE GOOD!”

Bill pulled off and chuckled deeply, “I’ve been taking notes while you’ve sucked me. I shoulda been doing this for you all along, but I’ve been pigheaded about it”.

Then he began giving Chris the best blowjob he’d had in his life. Before, Bill had always been a bit perfunctory when sucking him off. Chris knew it was because Bill felt obligated to suck him, because he’d blown Bill so many times. Because Bill was straight and was not completely into it, it had always seemed somewhat passionless. But tonight… Bill was embracing his inner cocksucker and letting that lustful fucker run the big show.

Bill wasn’t kidding when he’d said he’d been taking notes, he had obviously been paying close attention to Chris’ technique when he’d been receiving, because Bill knew just where all of Chris’ sensitive spots were. It didn’t take long before Chris was roaring out his orgasm, pulling deeply on the cigar and exhaling huge plumes of smoke, and Bill, far from backing off and letting Chris shoot on the bedspread or towel like he usually did after the first swallowed shot, drank deeply, diving in and massaging Chris’ cock with his throat, moaning and savoring his lover’s cum as he pulled off to let it bathe his tongue in its salty-sweet flavor.

When Chris had pumped out his last, and Bill was sure he’d gotten every drop, he rose up from the end of the bed, took back the cigar from Chris. He gave it one last long draw, shared more smoke with cum flavored tongue wrestling, and then he stubbed the nub out in the ashtray.

He then, straddled Chris’ chest and here, Chris noticed something peculiar. It seemed Bill was… bigger? He seemed to weigh heavier on the bed and then, there was a cock at his lips, but… it couldn’t be Bill’s, it was much bigger… “What’s going on Bill?” Chris said. “You’re cock… it’s”.

“Yeah, it’s pumped up bigger than you remember. Don’t worry about that, just fuckin’ open your mouth and take Daddy Bear’s fuckin’ huge ass wrecker, Cub”, he said in a commanding tone that had Chris immediately open his mouth as wide as he could to take the monster cock. Chris was liking this new, more dominant, Bill.

Bill’s cock only fit part way into Chris’ mouth, and was leaking syrupy precum generously. Bill moved his paw like hands to his chest and played with his nipples as he thrust shallowly in and out of Chris’ mouth.

The semen would help, the being had told him, as would his musk. Chris would be able to accept Bill’s changes when he finally saw them. It wasn’t long after that, that Bill shot a thick, sticky, sweet load of cum into Chris’ mouth and Chris suckled the head, nursing out the cum and savoring it as he ate it.

Chris nibbled, licked and sucked the cock in his mouth and nuzzled in Bill’s pubes, huffing his crotch scent. He was mad with desire and hard as steel.

It was then that Bill, his ass slicked with the alien being’s semen, slowly sat back on Chris’ cock.

Bill began piston fucking his ass on Chris’ cock in a slow rhythm. Squeezing on the out stroke and relaxing on the in.

“Oh FUCK! So this is what it feels like to have a man in you! No wonder you like this so much” he rumbled down at his bound lover.

Bill shifted, covering Chris with his fully pelted body, Chris’ cock still buried in his ass. Chris felt the extra fur embrace him and though the thought that Bill was different occurred to him in a brief flash, that flash was extinguished by the scent of his Daddy’s musky pit as it covered his face.

“Yeah… I haven’t bathed in a couple of days… breathe in that funky bear musk”, Bill growled in Chris’ right ear between nibbles on his lobe and licking. All the while, Bill continued to pump Chris’ cock in and out of his tight hole.

Chris began to lick the sweaty pit.

“That’s it Son, taste Daddy. My big ol’ pumped up dick rubbing in your chest and belly fur”, he growled.

“Oh Daddy… oh, I’m gonna cum!” and Chris began shooting as Bill reached climax, they roared together like beasts, Bill coating Chris’ chest and beard in his thick seed, covering his lips and cheek.

As Chris came down from his orgasmic high, Bill began licking his cum out of Chris’ fur, and beard, feeding it to his lover as he did. Cleaning his face. Bill put the left pit to Chris’ face and said, “Clean Daddy’s pit”. Chris did so without hesitation.

Bill then put his right nipple to Chris’ mouth and Chris suckled. Something else that was changed. Bill’s nipples had never been that large before.

Bill put his left nipple to Chris’ mouth and Chris thought about it some more… the deeper voice, the thicker fur, the greater weight and apparently height, the change to his cock and nipples, his muskier scent… What had happened?

“Bill… you’ve changed… and, it’s not just my imagination. It’s not just being in the dark”. Chris knew that he should be more alarmed, but he wasn’t, he was just vaguely curious.

“I have changed, my love,” he wrapped his warm, sweaty body around his lover and said, “I was going to tell you this weekend that I was dying, that I had three months left, at the most. That I had pancreatic cancer. It’s why I’ve been taking pain meds. I told you it was arthritis in my hips so you wouldn’t worry”. Bill said, Chris’ face buried in his pit again.

Chris turned his head so he could speak, “You have cancer”?

“I had cancer” Bill said.

“But, how? How did you get cured? How have you changed?” Chris again felt he should be more alarmed than he was, but just couldn’t seem to work himself up to that.

“I’ll go put the lights on, you can see what I’ve become, and then we can talk”. Bill said as he rolled off his lover, gently pulling Chris’ deflated cock out of his hole, “I’ll be back in a minute, just gotta throw the switches in the breaker box”.

Chapter 6

Chris heard Bill flip the switches and a lamp came on in the kitchen, it provided very little light. He heard Bill approaching and when he moved into the doorway of the bedroom, he filled it. He paused a moment looking Chris over. Chris could see a halo of fur around the outline of his huge, huscular body.

He saw Bill reach for the light switch and said, “Remember, I’m still me, and I love you”.

Bill flipped the switch and Chris was blinded by the overhead light. He squinted, and finally was able to see Bill who had moved to just beside the bed.

He was HUGE! He was HAIRY! He was HUNG! He looked him up and down and could not believe what he was seeing. Bill still looked like Bill, but… he was more… bearish. Certainly he’d seen men who looked like this, hairy, round bellied, bulky, brutish men… yes that was it; Bill looked brutish now. There was far less refinement to his features than there had been, not that Bill had been a GQ centerfold before or anything, and not that Chris had ever wanted him to be that. But now… Bill was a beast! He would be intimidating to some, but to Chris, he was a wet dream come to life!

Bill rubbed his big, round, furry belly and moaned in pleasure, his cock rose to its full length.

“I take it you approve”? He rumbled.

“Very much and… I know this should be frightening to me… this drastic of a change, but it’s not. How?” Chris asked.

“Something… unbelievable… happened to me, my love” I met someone and that someone changed me, healed me.

“Who”? Chris asked.

And then the alien moved from the kitchen behind Bill. It was huge and at first Chris thought it was a bear, because it was as large as one, but it didn’t move like a Bear. His brain tried to make sense of the shape. Fear gripped him and Bill could see it on his face.

“Don’t be afraid. This creature is a visitor to our world. They mean us no harm, indeed, I am alive and better than ever due to it”. Bill said.

“How do you know it’s harmless? It could be here to invade, to take over, and to conquer.” Chris said and again, though he knew he should be more frightened than he was, he couldn’t bring himself to be.

“I know I’m not going to convince you, what you need is personal contact. I’m going to get on the bed and hold you. I will be with you all the time.” Bill moved to the bed and nestled his bear belly up against his lover. He held him close and kissed him, feeding him his spit, nestling Chris’ face into his musky pit again and Chris became calmer.

He held him close and said, “Our friend is going to enter you. It will do you no harm. It did not harm me. Just relax, it’s going to put a tentacle in you, tap into your spine, and then you can communicate.”

“No! No, don’t let it!” Chris said frightened.

“I promise, it will feel no different than if I were in you Chris. Please, do this for me. You will not be harmed.” Bill said again, and kissed him, feeding him more of his spit.

A tentacle rose from the being, shaped every bit like Bill’s new cock.

Chris felt less frightened, he felt calm suddenly and agreed. “OK, but only for a while”.

“OK, only for a while”, Bill said and touched the appendage that hovered over the bed. He guided it to Chris’ opened hole. It pumped lubricating fluids into Chris and Bill rubbed them all over his lover’s anus and then slowly, the being penetrated Chris. Chris started panting in fear and Bill held him close, whispering comforting words to him and then, the being connected with Chris’ brain. Chris’ eyes closed and it was as if he were asleep. Bill knew then that the two were talking, and having conversations much like the ones he’d had Wednesday night.

Bill lay next to his love for an hour, stroking him softly, kissing him. Eventually he grew tired and fell asleep. Sometime later, maybe three hours after Chris and the being had connected, Bill awoke. His lover’s belly had expanded. It was obvious that being had filled his love. He felt his ass being probed, another tentacle had arisen from the being. He spread his legs and invited it in.

The being was now communicating with both Bill and Chris and through the link, all three could hear each other’s thoughts.

“Bill”, Chris said in his mind, “Untie me, I’ve accepted our friend’s offer and I want to be taken into it’s body”.

Bill could feel the trust that his lover and the being shared.

“What’s going to happen to you?” Bill asked.

“Something similar as to what happened to you, but not as… pronounced. I want to be like you, be part bear, but not as big. I always want to be your Cub, I don’t want to be as big as you, or as ursine looking”. Chris said.

Bill laughed, “You will always be my Cub, big or small”.

“I know, but I want to be the little spoon”. Chris said.

With that the being withdrew from Bill and he awoke.

He untied his lover and within minutes, Chris disappeared inside the being. Bill knew this would take until sometime tomorrow night. The being shuffled out of the room with Bill behind it. It reached the door and Bill opened it and it moved out into the front yard, where the sun could feed it in the morning. Bill shut the door and climbed into bed.

Tomorrow night, he and Chris would be the same, Daddy Bear and Cub.

Chapter 7

During the day, Bill sat outside on the porch of the cabin, naked, watching as the being undulated while making changes to the man inside. Occasionally he’s see Chris stretch a limb (sometimes an arm, sometimes a leg, sometimes both), to the edge of the being and his limb would make the being protrude where he pushed against its thick outer membrane. Bill was fascinated; this must have been what it looked like from the outside when he’d been transformed.

Around noon, he walked over to the being and stroked its surface membrane with his paw of a hand. A tentacle emerged from the mass. Bill adopted a wide stance and the being penetrated him anally linking their minds through the spinal cord.

“Is there anything you need?” Bill asked.

The entity said, “Yes, it’s rather warm today, could I have water… please? I’ll wave an appendage at you when I’ve had enough”.

“Happy to oblige, I’ll get the hose”. Bill answered.

The being detached from Bill and he returned with a garden hose. A tentacle emerged and took the hose. Bill turned the water on and the being drank…, and drank…, and kept drinking. The creature bloated to half again its usual size and then it finally signaled Bill with a wave to stop.

Bill wound the hose up again and watched the being for a little while longer. Chris stretched again, but this time his leg did not protrude nearly as far, probably owing to the being having taken on more water.

Bill went inside and prepared lunch and after, found a book of old mythological stories. He sat on the porch putting an ashtray on the small table between the two chairs, lit a cigar, and started reading. He occasionally looked up to see if the being was waving at him should it need something.

Bill rubbed his furry belly, he loved how taut and muscular it was under the layer of fat. He loved the strength of his new body and how, just as the creature had said, he felt like a twenty year old again. He didn’t miss the aches and pains that came with getting old and the energy… what incredible vigor he had! This morning he woke and felt like he could run a marathon and have plenty left over.

The other effect of rejuvenation was his libido, even now, just reading in the shade of the porch, puffing on his cigar he was hard and wanted to fuck. He got hard at the merest thought of sex. “So why the Hell not?” he said quietly.

He set the book on the table, clamped the cigar in his mouth, and began stroking with his right hand and alternating between tweaking his nipples, fondling his balls, and rubbing his belly with his left.

He looked over at the being, rippling in the sun, thinking about what was happening to Chris inside the body of their friend, what it was doing to him, how he might be changing, and growing muscular and furry. He rubbed his belly and thought about how Chris would have a beautiful gut too and how they’d rub theirs together during sex.

Bill tried to hold back, tried to savor his jackoff session, extend it, but his body demanded satisfaction NOW! His left hand worked his right nipple furiously, pinching and stretching it. The pain from the near bruising tweaks he was giving it blended with the pleasure in of his stroking. His toes curled and with a deep roar around his smoldering stogie he began pumping out jets of seed, it gushed out of him as if it was pressurized and landed in the front yard. Five, seven, nine shots until the tenth was a thick bountiful flow oozing down the back of his huge furry hand, sticking in the thick fur. He set his cigar in the ashtray and pumped a few more times to milk the last of it out, and then he began cleaning his hand off, licking the sticky semen off to grunts of pleasure. “Perhaps I’m a little more bear than I thought I was”, he said with a deep chuckle as he finished by licking between his thick fingers.

He placed his cigar back in the right side of his mouth, picked up the book and continued reading. A couple of hours later he decided a nap would be in order. Once again, he went and made contact with the being, asking if there was anything needed before he went for sleep. Having no immediate needs, the entity disconnected from Bill and the bearman went inside for some rest.

The sun was beginning to set when Bill stirred from his sleep. The being was beside the bed and had extended a tentacle, stroking Bill’s furry chest, touching his lips. Bill took it into his mouth and gave a brief suckle before it pulled back out. He guessed it was about time for Chris to emerge from the creature’s body, so he moved off the bed to give them space.

The top of the creature began to open, and from within, the tentacle wrapped form of Chris began to rise. Just as with Bill, the entity lay Chris down on the bed and slowly unbound him. Bill watched as the appendages slithered back into the being, revealing the man he loved.

Chris was, in Bill’s mind, the most perfect man he’d ever seen. Being a man, the first thing he noticed was his love’s cock, and what a cock it was! Chris had opted for thickness over length, though he was longer than he used to be by at least two inches. Bill would be proud to take his love’s meat in his mouth or his ass, no matter how big it was. He’d grown maybe only four inches taller than he had been, but the muscle on him was thick. His dark beard still had the white patch at the chin, but it was denser, and higher on the cheeks. It was also long, down to his navel. His body covered by a pelt, not as dense as Bills, but still very generous. His belly, a rounded muscle gut and all over, a layer of padding gave his muscles a softened, cuddly, Teddy Bear look. His pecs were squared slabs of muscle, covered in salt and pepper fur, crowned by two large, thick nipples that protruded through the rug of fur. His face had barely changed, the nose ever so slightly wider, the brow ridge marginally more prominent, the hair on his balding head, though, had receded more and it was likely in a year or two he’d be as bald as Bill.

He stirred. His muscular arms covered in thicker fur, stretched and his eyes opened. He smiled up at his mate and said in a somewhat deeper voice, but not nearly as deep as Bills, “Am I sexy yet?”

“You never stopped being sexy”, Bill said and moved to the bed, climbing on top of Chris spreading his thickly muscled legs, holding them apart bending Chris almost in half; and so he began fucking his mate.

Chris wrapped his legs around Bill’s middle and Bill wrapped his arms around Chris’ upper body and began deep kissing as he pumped in and out of his ass to growls of pleasure from them both. Bill began speeding up, fucking harder, pounding his love who demanded more, faster, stronger thrusts from Bill’s throbbing pole. Chris’ body had gained strength and mass and a sturdiness that could take so much more hard man sex than before. His ursine musk, building in his furry pits, complimented Bill’s. The scent combined was pure locker room testosterone laden bearman musk.

The two reveled in their shared bear heritage, growling, biting each other with their short fangs, leaving small punctures and what were sure to be bruises later, but they didn’t care. They were lost in their passion. Bill was sweating, raining his musk down upon his love in salty droplets, bathing him in his scent, claiming him as his own and in a frenzy of lust began filling his lover with seed. Bellowing, roaring, growling as he shot load after load into his mate. Chris’ engorged cock at full length, rubbing in his thick belly fur leaked precum, matting the fur where it rubbed.

Bill suddenly pulled out, quickly repositioned, held Chris’ fist thick cock to his hole and sat down forcing Chris into him, roaring in a mix of pain and pleasure. Chris thrust into him from beneath and Bill rode his lover’s thick meat. Bill suckled Chris’ fat nipples, licking the large areolas, nuzzling in his chest fur and beard.

Chris’ brain was on fire with pleasure, Bill squeezed his cock, clamping and milking until finally Chris shot hard. He came in his mate, growling like the beast he had become, soaking the sheets in his musky sweat. He continued to push into Bill, but finally, slowing, growing soft. Bill pulled Chris to his sweaty body and they kissed and nuzzled each other until finally, they drifted into sleep.

When they awoke, the sun had risen.

The being offered tentacles to each of the men, one each for their mouths and anuses. It began filling them from both ends with a thick, semen-like transformative fluid, until their abdomens were distended and round. The two embraced and kissed, rubbing their bellies and sucking each other’s nipples, knowing what was next. They were going to join with the beings, become hosts for the symbiotes.

The creature the men had thought of as one being when they first saw it was actually two, joined. Joined for so long that they were essentially the same being in two bodies. They separated within the larger, disposable body, the shambling amorphous form that could be shed as needed. This had been explained to Bill and Chris as they were being transformed within that body.

Both had accepted the role of host for one of the symbotes and now, they watched as the beings moved down the tentacle tube. Their anuses had been made pliable and slick by the transformative fluid so as to be able to accept the large form moving toward them. It would enter their bodies, and find the place it had modified within them to receive the symbiote. The two beings would then link completely with Chris and Bill’s brains, their minds would become unified, just as the being had been two unified minds. The men watched the rugby sized symbiotes travel up the tube. The end of the tentacle began spreading their holes. It massaged their enlarged prostates and gave them pleasure as the beings entered them.

The symbiotes moved into the modified cavity, the home within the bearmen’s bodies where it would reside, possibly for the rest of their long lives. The two men were erect and as the creature bonded with them, they achieved climax together, feeding each other their seed. The beings shared in their orgasm, reveling in the new sensations of being merged with a human; seeing out of their eyes, tasting and touching, smelling, hearing. As promised, though, the beings did not take over the bodies of their hosts, but shared. The two men found they had a telepathic link through their symbiotes now. They could speak with each other, though this was voluntary telepathy. Bill could shut off the link as could Chris. The beings within them, though, maintained their telepathic bond as they felt somewhat alone now that they were in two different bodies.

The beings explained that they would need some time to continue modifications on the men’s bodies and that it would be best if they took a brief nap while this occurred. Both men agreed, curled around each other, belly to belly, and drifted into sleep.

When they awoke, both were once again hard, but there was a difference; each looked down at the other’s cocks and, at the urging of the symbiotes, concentrated on them. As they did the cocks grew longer, and revealed their prehensile nature. Their cocks had become very similar to the tentacles the being had. They now had ovipositors, cocks that could lay the eggs of the symbiotes as well as expel sperm from their balls. The egg making organ attached to their modified penises within their scrotums. It was a small organ not much bigger than an ordinary sized testicle, until an egg was fertilized then it would grow, filling the sack so that it resembled a saline or silicone filled scrotum. The ovipositor could then place the egg within a willing host, where a larval wormlike from being would hatch, emerge, and join with the host as these beings had joined with Bill and Chris. It being a juvenile form would not be telepathic, and so would need contact with the parent’s, host’s ovipositor to communicate directly… or it could speak through the host.

Bill extended his transformed cock, worming its way up through Chris’ chest fur, through his long beard and to his mouth where Chris began to suckle. Chris repeated the motion with his and Bill began to suckle Chris. They found through experimentation they could extend their cocks ten or so feet. When done experimenting they found that the cocks returned to their normal size and shape, and could function as they always had.

The two joined men spent the rest of their hunting trip naked, making love, and enjoying the pleasures of a good cigar, fine food, and thirty year old whiskey. Neither of them bothered to go hunting.

The day they were to return home, they cleaned up. Bill trimmed his beard back down to its usual size as did Chris. Chris didn’t look different enough that clothes couldn’t hide his changes, but Bill was another story. He would need to buy new larger clothes online. The sweat pants he squeezed into barely fit and the sweatshirt had to have the arms cut off, the neck cut out to even look like a small tank top on him. Their friends would not believe that Bill had just been working out, you didn’t gain that much height by working out. Nor would sudden testosterone boost grow all that thick fur all over his body, but the two had a plan as to how they would solve that problem.

They packed up the vehicles, shut and locked the cabin up, and headed for home. The amorphous body the beings had shed had been buried the day before and would decompose, leaving no trace.

Arriving home late, the two bears slept in Bill’s king sized bed, which would become ‘their’ bed from that night on.

Chapter 8

For the next month, Bill kept a low profile. Chris canceled poker night for the next three months and so the two didn’t see their friends. When they’d drop by, Bill would usually be out of the house at the gym or tattoo shop or out riding. Usually out riding meant Bill was at home, but pretending not to be though sometimes he really was out riding, but the others were legitimately what he was doing. The two needed time to work out what they were going to do to keep their friends, but not risk exposure as having changed so the time Bill spent doing something else helped. If the guys weren’t coming over as a group, it would be possible to enact what they needed to do on each of them one at a time.

Bill was building more muscle on his already muscular frame at the gym and getting tatts and of course, Chris had to get a few tatts himself.

Bill had a few tattoos from his days with his riding buddies and the Marines. From his service days he had skulls, the Marine globe, anchor, and eagle emblem with USMC underneath and of course, the ‘Devil Dog’. But now, he wanted some specific ones that reflected this new dramatic change in his life. A roaring grizzly bear face on his left shoulder blade, purple flames that faded from a rich purple to a dark blue to light sky blue at the tips as they crawled up his muscular right arm. Of course, a representation of the being that had transformed him he had to have tattooed on his left pec. The amorphous form with the tentacles looked somewhat Lovecraftian, but Bill was guessing no one would ask… people didn’t usually ask burly, brutish, bearmen in leather what their tattoos meant, even if they were curious. The final tatt was a heart with the name ‘Chris’ in the middle of it on his outer left bicep.

Chris, never having had tattoos, got a few but not ones that were as large. He too got a grizzly bear, full body rather than just the face, on his right arm. He got the exact same purple to blue flames, matching his mates on his left arm, so that when they held hands the flames crawled up both their joined arms. And finally the exact same heart with the word ‘Bill’ in the middle on his outer right bicep, so that when those arms touched, the hearts would too and though he wasn’t at the gym as often, he did go with Bill because he enjoyed working out with his love.

For Chris, hiding was not really a necessary. He wore clothes that were a little larger and this hid his changes. He would occasionally get comments from coworkers about being taller, and he’d pass it off as looking ‘bigger’ because he’d been working out. His larger belly was the result of getting a ‘powerlifter’s belly’. When they commented on his thicker beard, he would just say that the beard genes his dad gave him were finally doing their job and those same genes that had added to his beard were taking it from his head. Of course, his hair was now receding at a steady pace and he was becoming bald, a small request he’d made of the being to insert Bills bald genes into his DNA. He loved that he would be bald like his love.

Of course Bill had bought a whole new wardrobe to fit his new body, but along with the jeans, socks, flannels, coats, gloves, suspenders, tank tops, and shoes he purchased leather. Engineer boots, chaps, vest, belts, jockstrap, skullcap, Muire cap, and ball cap, harness, arm bands, jacket, pants, shirt, tie and suspenders all in black of course. Chris would almost cum smelling Bill when he wore it; the musk of his pits combined with the smell of leather, cigars, and whiskey. To Chris’ that was the smell of sex, his lover in all his ursine glory.

Chris, of course, bought the same leather his Daddy Bear did. It was extremely expensive, but Bill had squirrelled away money over the years and could afford it for both of them. He also afforded a brand new Harley for Chris and together they would go riding. Chris was speechless, of course, and then teary eyed.

“Well, of course I gotta have my mate along for the ride, and we’re a bit too large, belly to back to ride on my scoot alone” Bill said, but Chris knew that was just an excuse.

Bill was introducing Chris to a world he’d didn’t know existed. Chris, of course converted a spare bedroom in his house from storage to a play room. He already had the sling, he added fuck benches, a padded Saint Andrew’s cross, and various restraints, toys, and devices for erotic punishment.

Through this all, the symbiotes inside of them learned about being human, and it began to affect them. Their personalities, joined so completely, they too began to enjoy the smell of a musky bearman, the feel and smell of leather, the taste of cigar smoke and whiskey, the look and feel of a beard and body hair, the vibration and sound of a motorcycle under them and the wind rushing through their host’s beards, the excitement of riding. The pleasure of both being dominant and submissive, of sadism and masochism and the love and closeness during aftercare sessions.

FOOD! The textures, the flavors, the temperatures, the scents, the sheer magnitude of different combinations, complexities, subtlety and nuances in these sensations. The pleasure their hosts took in the variety of foods they consumed was completely new to a species that didn’t need to eat. Where it was true that the beings COULD provide their hosts and themselves with all the nutrients they would ever need from water, carbon dioxide, mineral supplements, and sunlight (the beings would extend a tentacle out of their host’s anus to absorb sunlight), their hosts enjoyed eating and the beings were enjoying it along with them.

They began to admire their host’s masculine forms as they looked through their eyes upon themselves and their mate, appreciating and lusting for the male human body. Rejoicing in the muscular shapes and round bellies and the power and strength of the body in work or play. They began to enjoy the sexual act when Bill and Chris made love with each other. They were growing to understand love and experiencing it with their hosts as they loved one another. It began to change how the symbiotes felt about each other, they began to love, began to need to touch each other. When Chris and Bill would have finished making love, the beings would extend tentacles through the anus, touching and probing one another. They made love too, and sharing that experience with Bill and Chris.

Indeed, their minds started becoming sexed, they started thinking of themselves as male, even as ‘gay’, even though they knew they were neither sex and that for them ‘gay’ really didn’t have a meaning. Their hosts were masculinizing them; virilizing them, homosexualizing them, bathing their bodies and brains in male hormones. In their minds, when they spoke with their hosts, the voices had become gravelly, rougher, deeper, more ‘butch’ as Bill said when he described it to Chris, and Chris had agreed that his symbiote too had adopted the same sort of timbre and tone in ‘his’ communications. The beings had become ‘he’ and ‘him’ now within their combined minds.

Further, the symbiotes could sense testosterone in the scents of other men through the host’s bear-modified olfactory nerves and could tell which men produced more of the hormone. The scent also aroused them sexually. It affected how they perceived other human males, finding the men who made more androgens more attractive. Having complete communication with their hosts, meant that Bill and Chris could also smell and taste testosterone and they too found those men more attractive. Symbiote and host had truly merged.

What Chris and Bill gained from their symbiotes was a broader perspective on just about everything, access to knowledge, understanding of tech far in advance of their world’s accomplishments. This knowledge could be used to advance human tech now, but the symbiotes were wise in their counsel; humankind was not ready for their tech yet, tech that was wondrous beyond believe, but also just as horrifyingly dangerous. It might be a hundred or more years of gradual, clandestine contact, of symbiotic relationships forged to help pave the way to preparing humankind to meet them openly. Only then could there be talk of technological advancement and moving into space together, peacefully and responsibly; ‘first contact’ would have to wait.

It was December, three months after their transformations. Chris had just finished putting the dinner dishes in the washer. Bill had cooked, after all, so it was Chris’ turn to wash up.

When he came into the living room, Bill was puffing on a cigar with a tumbler of whiskey in his hand. He stood and approached Chris, sharing a smoky kiss. His hand was behind his back.

“OK, what’s up Bill?” Chris said and tried to telepathically link with Bill. Bill of course refused.

“It’s a surprise, don’t ruin it for me with telepathy,” he growled around his cigar.

“OK, I’ll play along”, Chris said and with that Bill took his hand, opened it, and placed a small wooden box in Chris’ palm.

“What’s this?” Chris asked.

Bill rolled his eyes, “Opening it will answer that question”.

Chris’ eyes went wide upon seeing the contents. There were two gold rings in the box, both made to look like the cigar bands they’d placed on each other’s fingers that night they got ‘EnGAYged’.

Chris looked up into Bill’s eyes.

“Will you marry me?” Bill asked simply.

“I dunno… you’re not exactly really my type, you know”, Chris teased and they kissed, tenderly at first, then with ferocious passion.

A week later, they were newlyweds honeymooning on a Bear cruise. So many delicious Bears to look at and a few they took back to their room and made mind blowing love to. While having contact with other Bears, they learned quite a bit, including just how potent their scents were and how easily they could join minds when they were making love.

Quite a number of those furry beasts enjoyed being the center of attention for two, handsome married men and sometimes there were groups that made passionate love with Bill and Chris. Quite a number of contacts were made during the cruise.

Both had resolved during that time that, when they got back, they would work on their friends, so that Bill would no longer need to hide from them.

Chapter 9

When they got home they moved the remainder of Chris’ things into Bill’s house. They were Mr. and Mr. Bill & Chris Parker-Ford now and they were going to start living like it.

The first they invited over was Barney, because Barney was important to both men, though he needed a serious attitude adjustment. Barney needed to be taken down a couple of pegs before he’d be ready for Bill.

It was late afternoon when Chris greeted him at the door of Bill’s house and he came in, shaking off the late January snow from his coat.

“It’s been ages since I’ve seen you guys,” Barney said and hugged Chris, “where’s your boyfriend? I haven’t seen him in longer than I’ve seen you. And DAMN! You’re goin’ just as bald as he is. You’re almost completely bald and it’s only been three months, is that what sucking his cock has done to you?” Barney said with a laugh.

“He’s my HUSBAND, actually. We got married last month,” Chris said and showed Barney the gold cigar band wedding ring, “and yeah, drinking my husband’s sperm straight from the source, and in other ways, has given me a beautiful thick beard and fully male pattern bald, head… a sign of virile masculinity for all to see. Well, that and all this fuckin’ hot fur and muscle!” Chris said flexing his biceps so that they stretched the sleeves of his flannel. He unbuttoned his shirt completely to show off the fur on his chest and belly, giving that a rub with grunt of pleasure and a predatory smile.

“Gross man! I didn’t need to know that!” he said, “But I FUCKIN’ KNEW IT!” Barney said, “You two have been gay for each other for ages, since before you got enGAYged; probably been playin’ catcher and pitcher for years. So you finally made it official, huh? Married men again.”

“It took Bill a bit longer to adjust to the idea, but yeah, you could say he’s changed… his mind” Chris said.

“Yeah… I could tell from the start. I’d see the way you’d look at him, mooning like a school girl. He didn’t exactly return it, did he? But I could tell he wanted to fuck you, and you wanted him to” Barney said and smirked.

“That’s pretty insightful… for a… straight… man”, Chris said pointedly and let that phrase sink in a moment.

Barney began to fluster, deny, and started to object, but Chris cut him off.

“You’re just a big ol’ closet case queen, aren’t you Barney? See, me and Bill, put it all together during pillow talk after some incredible, hot, messy, masculine, bearsex”, Chris said as he removed his long sleeved flannel exposing his well-padded, muscular, furry torso, dropping the shirt to the floor, “You’ve been diverting attention away from yourself by making jokes at me and my husband’s expense, because you’re afraid the guys will figure you out. Isn’t that right?”

“No, I was just fuckin’ with ya. Havin’ a good laugh is all”, Barney said and Chris could hear the lie in his voice. Smelled the increased testosterone in his aroused state, caused by looking at Chris’ bearish body.

Barney wasn’t a bad looking bear himself. He had a nice thick, fat, cop style ‘stache owing to his long upper lip, and perpetual heavy stubble decent build. Taller than Chris, but not as tall as Bill was now, of course. He had a good crop of chest fur and Chris guessed the rest of his body was similarly covered.

Despite Barney being taller, Chris, had backed him up against a wall as they had talked, moving closer causing Barney to unconsciously move back. Something about Chris had changed, he was more dominant, and Barney was submitting to that.

With a swift move Chris pinned Barney against the wall, putting his furry paw hand to the back of Barney’s neck and pushing his face to his own, locking their lips together, meshing their face fur. Chris pushed his tongue into Barney’s mouth and began feeding him spit.

Barney resisted, trying to push off Chris, but Chris was far too powerful now, so incredibly strong, he easily pinned Barney against the brick wall, holding his left hand to it as if it had been bound by cuffs and chains.

Barney had been breathing in Chris’ musk all this time, it made his spine tingle and a shiver ran down it.

Thoughts raced through his mind as Chris tongue fucked his mouth and he drank his spit, “How the fuck did the short fucker get so strong… and… forceful. God… he smells so… good!”

Barney relaxed, started kissing back, and when he did Chris lifted a thickly furred arm, and then forcefully pushed Barney’s face into his sweaty pit, soaking his thick ‘stache in sweat, and commanded, “LICK DADDY’S PITS CLEAN!”

Barney did not resist, did not complain, did not show any revulsion at all, and completely submitted to Chris’ dominance and fully embraced his homosexuality at long last. He cleaned first one deep, thickly bushed, sweat drenched, musky pit, then the other, rubbing his ‘stache in the pit, scenting it with his Daddy. All the while Chris praised him and told him what a good Cub he would make for he and Bill both, telling him that he was now free to be who he’d always been. He could indulge his bottom side, allow himself to submit, because he’d be safe with his Daddies. Chris unzipped his jeans, exposing his cock. Chris now went commando all the time, and had since returning from the cruise.

Barney wept with relief and joy as he was guided to his knees and took Chris’ thick cock into his mouth, suckling ardently. He’d never felt as accepted as he did now. He began jacking his cock and Chris tapped his hand with a foot, ordering him to stop, and to not touch his cock until he was allowed to. Barney complied without a second thought.

Chris began feeding Barney the pheromone and hormone laden precum and seed from his transformed balls. Barney was becoming calmer, bonding with Chris as Chris fed him. By the time he’d consumed Chris’ fifth load in a little under an hour, his belly was bloated with bearcum. Barney was full, Chris helped him to his feet and they kissed passionately.

“Get naked and follow me down to the basement, Daddy Bill is waiting for you”. Chris said.

Barney stripped and Chris shed his pants, shoes and socks, leaving them in a pile on the floor with Barney’s.

The two moved into the basement, it was dark as they rounded the corner into the main area. The light from the entry way was dim as the door at the top of the stairs was only slightly ajar. Chris guided Barney, as the light was not much help down here in the dark. The smell of cigar smoke filled the air. Barney saw the glow of Bill’s stogie.

“Ah, at last!” Bill said, “Been a long time Barney. I’ve changed a little since last I saw you”.

“Who’s that?” Barney asked.

“Who do you think it is numbnuts?” Bill asked, “Who WOULD it be in MY house’s basement”.

“Bill”? Barney asked, “Is that you? You sound so… different… you sound… deeper”.

“Yeah, it’s me dumbass, the man of the house… well, ONE of ‘em now that I have a better half again”, Bill said.

Barney moved toward Bill and in the dim light could just make out that Bill was sitting in a recliner naked, stroking his cock while puffing away and sipping whiskey, and he WAS bigger than Barney remembered, he filled the recliner and then some.

“C’me ’ere and suck my big dick, boy”, Bill said, “I know you’ve wanted to, probably for YEARS now… ain’t that right? You’ve wanted Daddy’s big dick since I met you, haven’t you?”

Then the unbidden words, “Yes SIR! For years…” came out of Barney’s mouth. It surprised him, calling Bill sir, but he meant it. It was reverence owed this magnificent bear. He sunk to his knees and took the head of Bill’s huge cock, opening as wide as he could.

“Yeah… you’re a cocksucker now, OUR cocksucker! But that’s OK, Barney, because so am I… and so’s my fuckin’ sexy as fuck husband. We’re all cocksuckers and your daddies are ass fuckers too, but I think you would prefer to be fucked, wouldn’t you… Cub? You’re all gruff and tough on the outside, but on the inside, you’re just a boy who needs daddy, aren’t you?”

Barney nodded, “Yes”, he said.

“Yes what?” Bill growled with a bit of edge.

“Yes Sir, Daddy, Sir”, he said and bowed his head

“Good Cub!” Bill said and rubbed Barney’s stubbly cheek with his huge paw of a hand, “No more hiding, no more shame, be who you are Cub; everyone else can fuck themselves if they don’t like it. You have your Daddies, and that’s all that matters. You’ll move in here with us, we’ll be a family”. Bill said as he stroked the back of Barney’s head. “This is what you’ve needed. You needed strong men to free you… and we are those men”.

“Thank you”, Barney said, “I was so afraid”.

“I know… I know… but you can put those fears to rest now. Now, suck me. Let me fill you with strength”, Bill said and Barney began feeding in earnest his belly growing plumper with the seed Bill fed him.

Barney began to feel, compliant, relaxed, trouble free. He felt like he was in a daze, but he loved it. His Daddies would take care of him. He was unconcerned as he felt Bill’s cock grow longer, pushing past his uvula and down into his belly. It stretched and thinned, allowing Barney to breathe around it.

“That’s a good Cub… I’m feeding you something that’s going to make you a taller, broader, hairier bear… you won’t be freakishly big, and you’ll be able to pass it off as dedicated gym workouts, but you’ll be a big strong bear.

As Barney suckled, worshiping Bill’s ovipositor/cock, Chris’ began extending his own. The prehensile organ moved toward Barney’s ass and made contact with the anal ring, slicking it with squirts of precum, rubbing the hole with the head of his cock. In the back of Barney’s mind he was concerned and this caused him to pause in his sucking.

Bill, of course expected this might happen and said, “You don’t worry about that now, Chris is going to put his dick in you and take your virgin ass, he’s gonna be your first… He’s gonna fill you with seed at the other end” Barney moaned in pleasure as his ass was invaded, stretched, “Yeah it’ll make you a big, strong, hairy, bearman… just like your daddies. Go on now, keep sucking”. Barney went back to sucking, pushing his face into Bill’s furry, crotch.

Chris’ ovipositor pushed into Barney and begin filling him. After he was full, Chris connected with Barney’s spinal cord, just as the being’s had with their tentacles and suddenly, Barney’s mind was connected to Chris and his symbiote.

They began to change Barney’s memories of Bill and Chris. Though this might be unnecessary if Barney accepted an egg, it would be needed if he didn’t become a host. Barney’s memories changed, remembering the pair with the same height and builds, if a little less muscular and hairy a few years ago. Their faces however were the same, if a little less hairy. Barney remembered how over time the pair had grown to look like this, how they’d both started working out years ago, gaining muscle. Finally, in Barney’s mind, both men matched their current appearances.

They took care to alter his memories of this evening, meeting Chris and how he’d noticed the differences in him and Bill. When they were done, Barney accepted the pair’s new appearance as if they’d grown to be what they were naturally, ignoring the strangeness of the cocks in his body. Once that was done, the couple retracted their ovipositors.

Bill said as he stubbed out his cigar, “I think it’s time for you give yourself to us, don’t you, Cub? Would you like your Daddies to take you to bed?”

Barney smiled, “Yes Sir, Daddy. I’ve wanted this for so long. I never thought it would happen though”.

“Then let’s go. Tomorrow begins a new phase in your life”. Chris said and helped Barney up off his hands and knees.

The two took Barney upstairs to their bedroom. Both fucked him and when they’d sucked his balls empty and he’d been satisfied beyond anything he’d ever experienced before, they moved him between them. His anus now more pliable, the two began pushing into him at once, double penetrating him with their ovipositors. They and the symbiotes linked with Barney’s mind, and began filling his belly with more of their transformative cum, causing his belly to grow yet more rotund.

The two joined beings began explaining what they could do, as they had with Bill and Chris, he understood and agreed rather quickly to be a host, much to their surprise. It seemed that Barney, being a submissive, had sexual fantasies about being ‘controlled’ by an alien implanted in his body. It was explained to Barney that he wouldn’t be controlled he would be joined, they would be partners, not master and slave. Barney would have the egg that Bill and Chris would produce inserted into his intestine, the egg would hatch and join with him, just as the adult beings had joined with Bill and Chris.

Barney was extremely excited for this to happen, he was turned on by the idea in the extreme. He wanted to host Bill and Chris’ offspring, to become one with their ‘child’. His role as their Cub would fit perfectly with this hatchling being too. The creature he would host would grow to maturity within his body, Barney shaping its mind, as much as its mind would shape him. Barney’s body and mind sexualizing it with his hormones and thoughts, changing the being to a ‘He’. The creature would grow up thinking of itself as male, something the symbiotes were eager to learn about. None of their kind had ever grown up having a gender, this would be novel for their species, and they looked forward to watching their offspring develop with the masculine influence Barney would provide.

Bill and Chris withdrew from Barney and he awoke. He watched as Bill’s ovipositor grew wider and thicker, the urethra began opening wider, dilating.

Bill growled out in pleasure, “You ready breed me husband? Fertilize my egg maker, so we can make another of our kind?”

“Hell yeah!” Chris said and extended his ovipositor.

It began penetrating Bill’s. It grew down his shaft, the tip eventually reaching the opening to the ovulatory organ. Bill’s ovipositor grew up the length of Chris’ to the base and began massaging. The connecting tubes began to undulate together giving the Chris, Bill and the symbiotes incredible pleasure. The pair growled together, the symbiotes within them also grunted and growled in their host’s mind, the verbal expressions of passion having become normal for them after having been joined to the men.

Bill turned to Barney, who watched the mating with fascination, jacking himself. Bill growled, “Stop jacking, I’ll tell you when you can. Now, lick our sweaty ball sacks”.

Barney moved quickly and first began on Chris, to stimulate his seed production. He teased Chris’ hole at the same time, inserting a finger. Inside he found his finger was greeted by the symbiote’s tentacle, they were both then massaging Chris’ prostate. Chris growled, pinching his long fat nipples, rubbing his belly as his ovipositor/cock was massaged and stimulated, engulfed as it was by Bill’s. Barney’s tongue, moustache, and chin scruff felt fantastic on his overstuffed sack. It wasn’t too long before Chris climaxed, growling out vulgarities as he filled Bill’s scrotum with seed.

“Now get over here and lick my balls!” Bill commanded and Barney quickly moved. He saw Chris’ seed pumped down the long organ as it began to fill Bill. He moved his face under Bill’s sack and began licking and nibbling, massaging, feeling it fill. Bill cried out in pleasure as he received his husband’s seed. “Oh FUCK! Breed me Chris, breed your Daddy Bear. Fertilize the egg I will plant in our Cub!”

When Bill’s sack was the size of a grapefruit, their ovipositors started separating, detaching, retreating and shrinking back to the size they were before they had joined.

The two embraced, kissing nuzzling in their beards and pits. They pulled Barney in and shared their scents and spit with him. They rubbed his belly.

“Let’s sleep now, when I awaken, I’ll be ready to implant you”, Bill said, “and you will carry and then become one with our progeny”.

Chris got up and turned out the lights, the two sandwiched Barney between them and slept.

Sometime in the middle of the night Bill awoke and shook the other two awake. His scrotum had expanded from softball size to basketball. Barney marveled and caressed it, rubbing his face all over the strained sack, giving Bill incredible pleasure.

Bill could tell that the egg had grown to its full size and in his mind he could see how large it was as his symbiote provided an image that it was about the size of a rugby ball. The rest of the size of his scrotum was a thick slimy, semi-translucent, pearlescent white, fluid that would be injected into Barney before the egg was implanted.

“Are you ready?” Bill asked and Barney nodded.

Bill positioned repositioned his huge sack with Chris’ help, then moved Barney on the bed to an all fours position and began to mount him. From a kneeling position beside the two, Chris’ ovipositor stretched underneath Barney’s pendulous hairy belly, caressing it as it traveled up to his mouth where Barney began sucking it, stroking it and stimulating it with his now soft, short beard which had grown out marvelously fast owing to what Bill had fed him earlier. The seed he’d taken from his Daddies had not only sped up its growth, but its density too, and was affecting body hair development and thickness too and now Chris was going to feed him something that would develop his muscles.

Bill’s cock pushed into Barney and he grunted in pleasure. Barney groaned as he took the large, stiff, organ in. Even when Bill’s cock wasn’t stretched and prehensile, it was still a huge organ, and so very hard and thick. Bill began fucking him, humping him vigorously. Bill felt the urge to grow into Barney, he knew this meant he was ready to implant the egg. He began releasing the transformative fluid into Barney, it felt like he was pissing in him, enlarging his furry belly even more. Barney grunted and groaned in pleasure and his anus began to dilate in preparation for the egg.

Bill thrust one last time, pushing his cock in all the way and suddenly, he felt his scrotum, now down to the size of the egg within it, being enveloped by Barney’s stretched anus. When he was completely inside of Barney, he felt Barney’s sphincter begin to close around the base of his sack like a cock ring. This began muscular contractions of Bill’s ovipositor, which began pushing the egg down the urethra and deep into Barney. Barney could feel his guts stretch to take the egg, and contract to draw it into him.

“Oh fuck! It feels so good!” Barney said as it traveled up inside of him, “Implant me Daddy”. Bill shot the last of his fluids out with the egg. It stretched his cockhead in a mix of pain and pleasure and then it shot out of his ovipositor, lodging inside of the man. With that Barney passed out. The fluids injected into his guts had a sedative effect and he slept.

They rolled Barney over and rubbed his swollen furry belly. They looked him over. What a change had come over him since he’d arrived earlier last night. His body was covered in thick hair, as thick as Bills, and though he had more muscle to gain, he’d definitely developed some bulk. His beard was now a short, full, beard with a thick walrus Stache over his lips. His cock and balls had not yet grow, but they would soon. They each bent and kissed him.

“Sleep well” Chris said and kissed Bill.

“You sleep well too husband”, Bill said and they cuddled up to their Cub, who would awaken when the being in him hatched and bonded with him.

In the next few weeks Bill and Chris brought their other friends down to the basement as they had with Barney. None of them were implanted, but all had their memories edited to accept Bill and Chris’ new appearance as normal.

Life returned to its regular ordinary rhythm, though now they had Barney as a Cub. His beard grown out, his body growing more muscular by the day as he worked out with Bill and Chris, his round bear belly occasionally heaving and rippling like his daddies did when their symbiotes would move within them.

Barney was much happier now that he’d come out to his friends, coworkers, and family; though some of them rejected him, most were happy that he was being who he really was. Their poker buddies were not bothered by the triad’s relationship, though surprised to find that Barney was gay. The little family of three were content and sexually satisfied with each other.

The three began participating in the local leather community, going to events, enjoying BDSM sessions with the new friends they’d made. They even hosted at Bill’s house, for play in the home dungeon as Chris had rented his place a Bear couple. Barney, similarly had rented out his small cottage home.

Poker night and football or basketball or whatever sport they all wanted to watch, night, continued though now some of the new friends they’d made in the leather community joined them.

Bill finally got his ’67 Camaro restored and of course, began restoring the next classic car. It was something he liked to do, so a finished project meant another had to start.

Barney, a tattoo virgin, went hog wild with tatts. He got full sleeves with the typical biker motifs and some really cool bear art. The work extended to his pecs and back and down his belly and legs. Like Bill, he got a tatt of one of the aliens that matched his daddy’s.

Chris retired, which gave him more time with Bill and allowed him to grow out his beard. Barney was not far behind and his beard had begun to reflect that as he was going snowy white, like his Daddy Bill.


Several months later three motorcycles pulled up to a bear bar and three brawny, long bearded, heavily tatted, furry, big bellied leather bears dismounted and hung their helmets on the handlebars of their bikes.

Bill and Chris lit up a cigar each as Barney packed and lit his pipe. They chuffed on their smokes, Barney tamped and relit his pipe.

“We ready to do this?” Bill asked, growling around his cigar.

Barney exhaled a large cloud of smoke, “Absolutely, Daddy, Sir”.

“I think we might just find some new friends here tonight,” Chris said and blew on the end of his cigar, placing it back in his bearded maw.

The three entered the outdoor smoking section, paying the cover charge as they entered to a very hot, hairy, leather Bear who looked very much like they did. It was an early spring night and there were a lot of bears here for the annual, week long, ‘Out of Hi-Burr-Nation’ event.

The trio ordered drinks and mingled, of course no one knew that they were in constant telepathic communication with each other. Their musk, though not as intense as they had recently showered, still attracted men to them. Taking off their jackets and venting their pits was like ringing a dinner bell for many of the bears. They chatted and fondled with the bigger ones, the ones with nice bellies and strong builds, though they didn’t ignore the thinner ones, the ones with the larger builds would be less remarkably changed if they became hosts. They would kiss, feeding them a little spit to fuel their libidos and soon each of the three were taking a bear or two back into the ‘private area’ to feed them their seed. Seed that would make them more compliant and less resistant to probing later. They were sizing up the bears, sussing them out for hosting potential. The world needed more emissaries and, if they could find some willing men among these beautiful specimens of masculinity here tonight, then that would be another step toward the day when they could make official first contact with humanity.

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Mind control
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