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Sam groaned as he laid down in his comfy lounge chair. Potato chips left on the chair crunched under his weight as the T.V. flickered in the distance, but he didn't really care. He didn't have to do anything today, so why not be a slob. Another rerun flashed on the T.V., and with nothing else on he decided to watch it anyway. It was nice of his boss to give him a couple days off of construction work, but after a while Sam just became extremely bored. He gave an audible yawn as he moved a large black paw up to his forehead to rub his temples, and used the other paw to fish for his phone.

After successfully retrieving it he brought the screen up to his face to check the time. He groaned as he read, 7:48pm. Too early to go to bed, but to late to go anywhere and do anything. Defeated he let his arm go limp by the side of the chair, the other came to rest across his chest as his focus shifted back to the T.V. It wasn't too long before his phone started to vibrate in his paw due to an incoming call. Not even bothering to check who it was Sam brought the phone up to the side of his head to answer it.

"Ello" He grumbled lazily to the caller.

It was contrasted by the happy baritone voice coming through the phone. "Heya' Sammy it's Ben. Boy, you sure sound chipper this evening! Whatcha' doin' right now?"

Sam straightened himself in his chair as he answered, scoffing a little at at the mention of the name 'Sammy'. Ben was the only one who called him that, and he knew full well that it irritated him. To be completely honest that's probably why he did it. "Not a whole lot, why? Need something?" Sam asked back.

"Yeah, I do actually. I ran over some nails, or glass, or somethin' and it gave me a couple of flats on my truck that need changing. I got it back to my place, but it's not keepin' any air right now. You up for it?" Ben answered.

"It's almost sundown, and you want to change them now?" Sam replied confused.

"Yeah, normally I'd wait but I've got to drive up north early afternoon tomarra', so I just wana' get it done." Ben responded. "Comon' Sam you'd help me out a bunch."

Sam groaned at Ben's plea. His initial response was no because he just got comfortable again, but after thinking about it for a little bit the task became more inviting. At least it would cure him of his boredom. "Alright, fine. I'll be there in a half hour." Sam decided.

"Thanks Sammy, I owe you one! See yah' soon."

"Yeah, see yah'" Sam repeated before ending the call. He lay still for a while before eventually sitting up with a huff. Twisting his body back and forth he cracked his back a few times before placing both paws down to stand up. Sam yawned and did a full body stretch then reached for a white tank as he headed for the door. Along the way he snagged his keys just laying on a counter, and in doing so caught a glimpse of himself in the mirror.

Sam froze for a minute when he saw himself, because he looked like trash. The 32 year old black bear had fur sticking up all over the place, and where it wasn't sticking up chips were stuck in it. In attempt to brush up a little bit Sam ran his paws over his body. He started with his head smoothing black fur around his hazel eyes, and moved down to his shoulders. He brushed both off before running a paw down his large arms and moving to his gray furred chest. Parts of chips fell to the floor as he matted his pecs and larger, muscled, gut down. He took some extra time on his stomach running a paw around to take in its whole mass. He never considered himself fat, in fact he was in pretty good shape working out all the time, but he could never get rid of the weight that he had there. Sam didn't mind it too much though, being a bear gave him a free pass to be larger than the other guys.

Satisfied with his upper body Sam quickly patted his jeans down before taking another look. It was no grooming job, but it would do fine. He gave himself a quick nod before putting on his tank and walking out the door to hop in his red, mud covered truck. The vehicle was nothing to look at, but it did it's job fine and got him where he needed to go. Bouncing a few times due to Sam's weight, the truck creaked and eventually settled. With a quick twist of the ignition the engine roared to life and Sam took off down the stretch of highway to Ben's house.

After thirty minutes of country songs and unbroken highway Sam finally reached Ben's house. His house was quite large, similar to Sam's own. But where Sam had a forest of trees behind his house to break up the farmers crops Ben had a large pond that several streams lead into. It wasn't the biggest thing in the world, but it did have a beach like shore on one side, and despite being in the middle of nowhere it was actually very clean. The only thing was that the water was a bit murky but that was to be expected.

The black bear pulled into the drive way and his car rumbled to a stop. Taking a step out of his vehicle Sam looked up and already saw Ben coming to greet him. With one paw up in the air, Ben ran towards him with a smile plastered on his face. Sam did stand a good couple inches taller than Ben, and although he had a larger gut, Ben was more muscular than him.

All the years of working on the farm clearly showed on the brown bear as you could see all of his muscles defined through his fur. He had a thick neck, and biceps that every body builder would dream of having. Between that and his large pectorals it was a wonder that he could fit a shirt over his torso. The blue shirt that he was wearing matched his eyes and spread across his stomach that was slightly rounded, but you could still see the outline of abs underneath the shirt, giving Ben a muscle gut physic like Sam. Below that he wore a pair of cargo shorts that covered his huge, thick thighs.

He may have never admitted it to Ben, but Sam was jealous of his body type. Remembering back, every time they both hit the gym Sam could easily keep up with Ben's weight class, but for some reason it just never showed on him as much as it did for his friend. Not to mention that because of this Ben always managed to swoon the ladies. In fact there was this one time...

Sam's train of thought was broken by the weight of an arm around his neck, and the feeling of being pulled down into a choke hold. "There he is, I knew you'd pull through for me Sammy!" Ben exclaimed as he pulled the black bear even closer to him.

Sam wrestled out of Ben's grasp, a little annoyed at his friends forward actions after calling him here this late. "mph, yea', you're lucky I like you kid, otherwise I wouldn't be helpin' you with shit." Sam said bluntly putting a little emphasis on the word kid. Ben was 29, only three years younger than him, but Sam had to get back at him somehow for his own nickname. Rubbing his neck Sam continued, "Lets get started too, while we still have a tad bit of daylight left."

"Hey, settle down Sammy I was just messin' with ya'" Ben said coyly, putting his hands up as if to surrender. He then pivoted on his toes and waved an arm signaling for Sam to follow, "Comon' She's in the garage. I should have everything we need in there."

With that Ben took off towards the garage door, leaving Sam to follow in his footsteps. Ben quickly punched in the garage code and in no time the retractable door started to rise. Ben crouched down under the door before it was fully open, and Sam did the same.

Inside Sam was blasted with a wall of hot air. Ben's garage must have been a full ten degrees hotter than it was outside, and despite it being late in the evening, it wasn't cold out by any means. Taking a deep breath in Sam's throat felt raw as the dry, hot air assaulted it. "Jesus kid, you trying to run a sauna in here?" Sam said.

"What? Oh yea', my A.C. broke a couple weeks back so it's been pretty toasty around my place lately. Guess I just got used to it." Ben answered.

"Thanks for the warnin'." Sam finished.

"No problem!" Ben said happily. "Ah, there she is." He added motioning towards the right side of the garage. In that direction stood Ben's white pickup truck. It leaned towards the two bears slightly due to two flat tires on that side. "She's seen some better day's, but with a quick fix-up I think we can get her back to working order."

"I'd say." Sam said before walking towards Ben's vehicle. As Sam leaned over to inspect the tires further, Ben was busy grabbing the new tire and few tools that they needed to fix it.

"Ey' Sam, heads!" Ben yelled behind Sam before tossing a jack his way. Spinning around the black bear caught the flying tool and set it down under the car. During this Sam glanced back to see Ben rolling the new tire over to Sam's side. "Here's a tire iron, and that should be all you need to get started." Ben said extending his arm out to pass the tool to Sam.

"If I'm starting then you're sure as hell getting us something to drink" Sam said as he stood up facing Ben.

"Fine, just take the iron Sammy I'll be back in a second, alright?" Ben responded rolling his eyes a little bit.

Sam took the iron from Ben's paws and Ben turned to walk towards his fridge in the garage. Starting off Sam lined up the tire iron with one of the nuts on the tire. Putting a foot on the left side, he used his left leg to push down as his right arm pulled up on the tool. With a little strength Sam loosened up the nut enough to where he was satisfied and moved on to the next. Working diligently Sam finished the task and set the iron on the ground next to the truck before using the back of his paw to wipe his forehead. He already started to work up a sweat from such a small task, and at this point he eagerly awaited that drink.

As if on cue Ben rounded the front of the truck with refreshments in tote. In his right paw was a pack of twelve cans of beer, and in the other two bottles of Jack. Sam watched as the brown bear strolled up confidently in front of him and placed the alcohol on the ground.

"Ben, what the hell is this?" Sam asked pointing towards all of the alcohol.

"It's our drinks." He said innocently. "I thought I'd have a little chance at redemption is all."

"Tonight kid? I thought you had to go up north tomorrow?" Sam asked honestly.

"Yeah, but I don't care about the hangover as long as I get to kick your ass Sammy." Ben said confidently as he pointed at Sam, then down at the ground.

"Not tonight kid. I'll take you on some other time." Sam said wiping the sweat from his brow once more.

"Aw comon', You aren't pussying out on me are you?" Ben mocked. "Plus I thought we'd put a little wager on it tonight. Winner gets to sit back and change the oil on my truck, and loser changes the tires. Also, you need some alcohol in you to loosen up, you're stuck up as hell tonight."

Sam looked down at the ice cold drinks on the ground which seemed more and more inviting to his dry throat as time went on. "Alright, fine. You know you've never even come close to beating me once though, right?" Sam said caving in to Ben's plea's as he folded his arms across his chest.

"Yeah, but tonights the night. I can feel it." Ben said as he reached down and grabbed beers for the both of them. He set six on his side, and six on Sam's. "You know the rules right? First one to slam all six beers, then the Jack at the end wins."

"Yea, yea." Sam said waving off the instructions. They've done this multiple times before, but never at Sam's house. They usually did it when they went out on the weekends expecting to get drunk. "Shit, we're gonna be piss ass drunk tonight after this." Sam said under his breath grabbing the first beer off the ground.

Ben grabbed his first beer with a grin. "Ready?" He asked.

"Mhm" Sam responded getting ready to open the can.

"Go!" Ben shouted before he ripped open the beer and started chugging. Sam followed suit, and they both finished their first around the same time. The cool alcohol felt nice against Sam's raw throat, and a part of him wanted to savor the refreshing beverage, but the larger, competitive portion of him wanted to win and keep his streak alive, so he kept going.

Throwing the cans to the side both reached for their second. Through glimpses between beers Sam could tell that is was a pretty close race, that is until the fourth or fifth beer when Ben started to slow down a little and Sam gained some ground. He groaned as he grabbed the bottle of Jack just now noticing that it was a full handle. Ben really wanted to get him drunk tonight. Actually, with this much alcohol Ben might just kill him.

Begrudgingly, Sam ripped off the bottles cap as he kept telling himself that he'd already committed this far so may as well finish it out. Tilting his head back Sam started to chug the Jack. Across from him Ben finished his last beer and without wasting any more time, he threw his head back and started to chug the bottle.

Ben was only halfway through the bottle when Sam finished letting out a loud belch to signal his completion. Sam held his hand in one paw as he rubbed his forehead. Looking up he noticed that Ben stopped drinking which irritated him a little.

"Ey, you can't stop you have to finish it out." Sam commanded.

"Yea, I know." Ben said before starting to chug again. Sam already started to slur his words a little, and he couldn't deny that the alcohol did sit nicely in his gut. A warmth was radiating from it, and although it was already blistering in the garage he did feel at least a little content. Before long Sam heard Ben finish as he let out a loud burp like the bear before him.

"See... Told you I'd kick your ass kid! You don't stand ... a chance against a beast like me." Sam said triumphantly as he held his arms up, flexing his biceps for emphasis before stumbling forward just slightly."You gotta... You gotta change the tires now kid!" He pointed a finger at Ben, or at least what he thought was the real Ben as there seemed to be two of them now. Shaking his head slightly Sam cursed at himself a little knowing full well that the drinks were starting to take over and he was beginning to act like a fool.

"Shit... Yea I know... I know." Ben responded. "Just gimme a second... and the oil is ova there... You know... know how to change oil right?" Ben asked pointing off to his right. Sam couldn't help but smile. Ben had to have been feeling the same way he was since he was starting to slur his speech as well.

"I ain't dumb kid, yeah I know how to change some oil. Jus' leave it to me." Sam said confidently. With that he started to walk towards the direction that Sam pointed. He tried his best to look as normal as possible, but by the time he got to the counter on the opposite side of the room he was stumbling around. In his haze it took him a little while to find the proper can for the truck and stumble his way back. On his return trip he found Ben still standing where he was moments ago rubbing his head in his paws.

With a grin Sam slapped Ben's ass and said "Stop daydreaming an' get ta work kid!" Although it was a playful gesture Sam couldn't help but feel powerful after doing it. He felt like he was in charge and he loved that feeling. Ben shook his head, and looked back at Sam a little annoyed. Sam instantly felt embarrassed and blushed a little before turning to go do his portion of the work.

Sam swore at himself as he popped the hood of the truck. Every time he gets drunk he always does at least one thing to give himself away. Sam's gone this long without anybody finding out about the other side of his sexuality, so he was going to do his best to make sure it wasn't going to start now. Sam didn't want anybody labeling him as one of those people, especially Ben. Deep down though he wished that he could be open about it with Ben, after all it was him that he was after.

Sam finished his task before Ben had even got to start on the second tire, so he clumsily grabbed a stool and sat behind Ben waiting for him to finish. Sweating now more than ever Sam tried to take his mind off the heat by striking up conversation with Ben.

"How's the field been this year? We haven't gotten m-much rain lately." Sam started. A very innocent and platonic question.

"It actually hasn't been that bad. Yeah... we haven't gotten a lot of rain, but compared to years past I'm in b-better shape than before." The brown bear stated finally kicking off the second flat tire. As Ben reached for the second he watched the brown bear stumble and nearly fall flat on his face, it was something that Sam couldn't help but smile at.

"Well that's good..." Sam stopped, thinking hard he tried to come up with another topic. His brow was furrowed as if just the simple act of thinking was hard for him now. "So how's the search for a lady goin'?" Sam finally asked.

Sam wasn't quite sure, but he thought he saw Ben physically stiffened when he heard that question. "You know, same as in the past. you.. yea... I'm... still flying solo." He finally responded clumsily.

Sam continued, not content with that answer. "Yah say that every time, and I see you talkin' ta-t-to all the ladies everywhere we go, why not just take one of em' bitches home wit' yah?"

"They ain't my type is all." Ben retorted quickly.

"Ain't your type?" Sam stopped for a second, as he thought. "Kid, y-you get all the types comin' after you take your pick. I wish I got as much attention as you." Sam said honestly.

"I just don't wana take a girl home right now is all. What 'bout you and Sally... no... Sa.. Sa.. Sarah, hows that been going?" Ben asked trying to turn the conversation back on Sam. He sobered up a little at the mention of that name, the wound was still a little fresh. He never told Ben what happened, so it was wrong to be mad, but he couldn't help but be a little pissed off that he would bring it up. Maybe that was just because of the alcohol though.

"That bitch left me earlier last week for this horse asshole she found. It's fine though, I knew there was no future to that hookup." Sam finished bluntly, trying to play off like he didn't care, but he still did. The words were hot coming out of his mouth and just talking about the subject got him even angrier. "What do you mean you don't want to take a girl home right now?! With your body you could... you could have a different girl every day and not have to worry about commitment. You're not getting any younger you know, grow a pair you puss!" Sam asked still fuming a bit. Sam then realized that never actually asked this deeply into Ben's love life. Sam himself was an open book, well mostly, but now it was Ben's turn and now that he was this far he wanted answers.

"I'm sorry to hear that, but you... you know I ain't about that kind of life Sammy, that's all." Ben said as Sam watched him re-tighten the nuts on the new tire. For some bizarre reason that made Sam even angrier. Ben was dodging all of his questions when he wanted answers.

"Ain't about that life?! What the hell are you talkin' about kid. There are only types of pe-people that I've met that ain't about that life an' they're crazy religious folk and..." Sam trailed off. There was no way in hell that Ben was what he was thinking, but Ben had already pissed him off for... Sam honestly couldn't remember why he was mad. All he knew was that he was, so was going to press the idea that popped into his head. "Your a c-cock sucker ain't you?" He finally muttered.

Sam watched as Ben stopped tightening the nuts on the tire. "What?" Sam smiled, he obviously struck a nerve and now it was pay back time.

"You're gay as a... uhh... a-a-a rainbow! Yeah, ain't yah, that's why you haven't taken any bitches home." Sam said confidently. He wished he could speak fluently right now, but it didn't matter since Ben was piss drunk as well.

Ben chuckled nervously, obviously starting to get annoyed. "You're just drunk... you're drunk an'... an' talkin' nonsense right now Sammy."

"You know I- I may be a little shit faced right now but..." He took a long pause, shaking his head to focus. " But you-you're a little cock sucker, and you just can't get enouf' of the taste of another mans dick, can you?" Sam teased. Ben was right were Sam wanted him to be, now it was only a matter of driving it home.

Sam witnessed Ben explode in anger as he tightened the last nut on the tire and threw the iron to the cement ground of the garage. "Shut the fuck up Sam, you don't know shit, and so what if I was." Ben nearly screamed at Sam.

"Ha! You... You just admitted it! You p-play for the other team don't you kid!" Sam said pointing at Ben and laughing. At this point Sam wanted to get as much enjoyment out of his... well it didn't matter why he was in this situation now (Sam simply just forgot at this point), he was just going to finish. "Big ol' Ben here is just a p-pussy." Sam hopped off the stool he was on and pointed towards his groin with both hands for emphasis. "Just one huge faggo---" Sam never got to finish the sentence because at that moment Ben rushed Sam and tackled him to the ground.

Sam blacked out for a moment. The next thing he knew, he had the wind knocked out of him from the impact on the concrete and had a searing pain emanating from the back of his head where it met with the ground. He was in a daze and had a horrible ringing in his ear. "Fuck you Sam! You crossed the fucking line." Ben shouted in Sam's face as he got on top of him. Sam couldn't say anything as he lay there trying to recover.

Seconds later Sam was brought out of his daze as Ben punched him in the face with a right hook. The pain was blunt and heavy, and boy did it hurt like hell. Sam recovered quickly, almost as if it was a wakeup call and wrapped his right arm around Ben's left and used his legs and Ben's mass to roll him over so that he ended up on top. Sam was pissed at this point. The first mistake Ben made tonight was getting Sam drunk. The second was that Ben tried to fight Sam on the ground since he by far the better wrestler.

Sam pinned Ben to the ground much like you would a see an older brother do to a younger sibling. He sat on top of him with both legs straddled on either side. Leaning forward he pinned his arms to the ground grabbing onto his wrists with both paws. Sam hissed through bared teeth. "Just admit that you love sucking dick you fag."

"Fuck you." Ben shouted as he tried to wiggle out from under Sam, which inevitably failed.

"Just admit you are a cock sucker and I'll let you go." Sam said dominantly.

Ben tried to buck Sam off of him again, but he just couldn't manage to do it. At this point Sam felt like he was losing some of his leverage, so he started to twist Ben's hands, forcing his wrist back into a position that was uncomfortable to say the least.

"A simple yes or no will do gay ass." Sam pushed, but at this point Sam didn't even know what he wanted out of Ben. He knew fully well that he was straight as a board, but he was mad. Sam decided that as long as he just said no to the question, he would let him go. Well, first he would sock him just to get even, but then yes he would let him go.

"Ah, shit that hurts. Fine, you win! Yeah, I'm gay, I'm gay, just, stop." Ben said defeated. Sam eased up on his wrists, but stayed on top of his friend, dumbfounded.

Sam said nothing as his jaw dropped. He instantly lost all sense of being mad, and instead opted for confusion. Sam just couldn't believe his ears. "What?" He finally managed.

"Yes... I'm... I'm gay." Ben repeated turning away from Sam's gaze.

"You can't be serious." Sam stated.

"Yes I'm serious, what else do you want to hear? That I'm a fag, a cock sucker? Is that what you want to hear?" Ben shouted. Sam snapped out of his confusion a little as he realized that Ben was still mad. Now Sam's triumphant victory was bittersweet as he felt remorse for making his friend tell him what was quite possibly his biggest secret. A small part of Sam was overjoyed though, and that portion of him was growing. Sam knew what he had to do, what he had to tell Ben now and with that hopefully mend this situation.

Sam stayed quiet on top of Ben as the brown bear took in deep breaths. Slowly he leaned down so that their chests were pressed up against one another and his muzzle was right next to Ben's right ear. Sam couldn't help but smile as a thought came to himself as he spoke. The third mistake that Ben made that night... "Well guess what..." was assuming that Sam was straight. "I am too."

With that Sam got off of Ben waiting to see how he would react. Initially Sam wanted to punch himself in the face for just giving up his biggest secret like that. After all he didn't even know if Ben was being completely serious. The thought grew and Sam wanted to take it back now, but the logical part of him knew it was too late.

Ben just lay on the ground, breathing heavily. Eventually Ben raised himself up on one elbow as he matched Sam's gaze. "What?" He finally said.

"You heard me." Sam responded, now it was Ben's turn to be confused. 'What am I doing' Sam thought to himself. 'Dumbass, just say you were kidding, you can still go back' Sam's brain tried to stop his mouth, but it seemed seemed to have a plan of its own. "I don't mind playing ball for the other team. Some guys just turn me on." Sam finished biting his lower lip.

"But.. but-but-but you were just with Sarah, and you-you've never even been with a guy before? How does that make sense?" Ben asked this time fumbling his words now out of confusion rather than the alcohol, or at least thats what Sam assumed.

Sam could only shrug as he thought to himself 'If worst comes to worst just blame it on the alcohol'. "Don't get me wrong I love chicks, but there's something about guys that you just can't get from any other girl." Sam said openly.

Ben stood up so that he was face to face with Sam. "You're joking right?" Ben reasoned.

'He gave you a way out Sam just take it' Sam thought. "No I'm serious..." 'Fuck me' "You weren't kidding either, were you?" Sam asked back.

"No that was the truth..." Ben said trailing off.

At that point Sam had no doubt in his head about Ben's sexuality. For some reason that gave him a bit of confidence, and it also gave him an idea. "I don't believe you." Sam retorted crossing his arms.

"What?" Ben repeated for the second time.

"You heard me. I don't believe that you really like guys." Sam said bluntly. After the statement he moved over to the work table that he got the oil at earlier. Sam was nervous as all hell, but he tried to play it as cool as possible. "Prove it." Sam commanded leaning one elbow on the table while the other pointed towards his crotch. That was it, Sam didn't have any other plan. If Ben didn't play along he had no idea what he would do.

To Sam time seemed to slow to a crawl. Both of them were just frozen in space. The only thing that reminded Sam that he was still in reality was the blistering heat of the garage and the sweat dripping off of his brow because of it.

That illusion was shattered when Ben finally spoke. "No, fuck you." Ben said raising his paw, flicking Sam off before crossing his arms.

Sam honestly didn't know how to react to that. He just stayed there, frozen. It was stupid to think that Ben would just play along, after all, life doesn't work like it does in porn.'Game over Sam you lost, might as well just leave now.' He thought to himself. He dropped his head down and pushed off the table truly going to leave when Ben spoke up again.

"Why don't you fucking 'prove it'." Sam raised his head and saw Ben pointing at his crotch with both hands like he did earlier when he was teasing him. Sam didn't know if he was joking when he said it, all he knew was that he saw a way out of this situation.

"Alright, fine" Sam said reaching for one of Ben's arms.

"Wait, what?" Ben answered back. Sam didn't respond though, all he did was grab onto Ben's arm as he threw him back against the table that he was just leaning against. In Ben's confusion Sam dropped down on his knees in front of him before grabbing onto Ben's waist.

"Sam I was joking, get off me." Ben shouted putting his paws on top of Sam's which were wrapping around Ben's belt working to loosen it. Sam ignored Ben's request though, he was going to do this. He even started to get aroused just thinking about what he was doing. Sam was the one in charge right now, and Ben was just along for the ride.

"You told me to prove it, so I'm proving it Ben." Sam said back. He managed to loosen his belt enough to where he could drop his pants. With one final attempt to make Sam stop Ben put his hands on Sam's face and pushed back, but at that point it was too late. Even with Sam looking down now due to the force of Ben's paws he still had his on Ben's shorts.

"Sam! ... Please! ... Stop!" Ben shouted, but in the end Ben's pleas fell on deaf ears.

Somehow in the chaos Sam managed to undo the button to Ben's cargo shorts. With that final obstacle out of the way Sam grabbed onto the waist line of his shorts and pulled down with all his might. The pressure from Ben's hands eased off of Sam's head as Ben went to cover his crotch with his paws. Sam looked up and saw that he not only managed to bring Ben's shorts down, but his briefs as well.

Time seemed to slow again as Sam slowly scanned up Ben's now exposed front side. Sam took note of how Ben's inner thighs were a honey blonde like his chest and abs which was a nice contrast to the rest of his body that was a darker chestnut brown. Continuing Sam's gaze finally found the prize he was looking for.

From the front Ben might have actually been doing a good job keeping his groin hidden with his large paws, but from the position that Sam was in he saw right passed his last attempt at covering himself. Below Sam got a full view of Ben's honey colored sack which was absolutely massive. It looked like Ben had a pair of pool balls hanging there, and they looked to be just about as heavy too. Beyond that Sam got a glimpse of Ben's large manhood, which would have probably stuck straight out since it was so thick, but because his paws were there it was pointed up towards his chest. It was hard to get a good view of his cock from where he was at, but all in all he looked well endowed to say the least. Even though Sam had been friends with Ben for so long now this was the first time that he actually got a good view of his manhood. Sam's own loins started to stir again just from the sight of such a massive member.

"Holy shit." Sam muttered under his breath.

Ben must have heard him because he answered back. "Are you happy now... you got what you wanted." The sound of Ben's voice broke Sam from the trance that his crotch had him in. Looking up to Ben's face Sam saw the brown bear looking off to the side, and although he couldn't necessarily see it underneath Ben's fur, he was sure that he was blushing hard.

"Oh don't give me that." Sam said standing up so that he was now face to face with Ben. "It's pretty obvious that you wanted me to do that." Sam finished gesturing at Ben's arousal. Ben just kept his head turned and avoided Sam's gaze. He knew that Ben was angry, but he couldn't help but think that the other bear looked extremely attractive in that position. Ben was embarrassed, yet he was rock hard, and the way that he crossed his arms to cover himself showed off the muscles in his arms beautifully. Sam was getting turned on more and more every second, but he knew he couldn't just keep pushing like that he had to at least let Ben have some say in this.

"Look I'm sorry I pushed this." Sam started. "I was mad, then one thing led to another and... well, here we are." Ben didn't move from his position, so Sam continued. "Truth is that I've been attracted to you for a long time now, so when you came out to me I just couldn't help myself. But... if you want me to stop, just tell me now, and I'll stop. I promise." With that out Sam waited for Ben's response.

After a few seconds Ben let out a deep breath and turned so his blue eyes met Sam's gaze. It was only for a second because just as soon as he met Sam's stare he looked down at the ground. "Do you really mean that." Ben finally muttered to the ground.

"Of course, just give me the word and I'll walk out of that door right now." Sam said putting his paw on Ben's shoulder for reassurance.

Ben looked up to meet Sam's gaze again. "No, do you really mean that you like me, that you like guys? I thought this whole time you were just joking and messing with me for being gay."

"Yes I really mean it." Sam answered back. He couldn't help but smile as he said the next thing that popped into his head. "Ben, I was just about to suck your dick, that seems a little far to take a joke. And at that point, no matter the motive, that would be pretty gay."

Even that got Ben to smile. "Yeah I guess your right. Listen I'm sorry that I punched you and got so mad, truth is that I've always had a thing for you too, but I never thought... never in my wildest dreams... It was just a lot to take in all at once, and you were so forward with everything so you never gave me a chance to process it all. The buzz from the alcohol didn't help either." Ben moved one of his arms up from his crotch and put his paw on top of Sam's which was still on Ben's shoulder. Ben let out a large sigh. "Sam, I trust you, just... just go slow okay?"

Sam watched as he moved his other arm over to brace himself on the table. When he did Sam finally got a full unobstructed view of Ben's manhood. They must have been talking for a while because Ben was no longer hard, and instead his flaccid cock lay lazily over his sack. "I promise." Sam said before going back down on his knees lining his face up with Ben's crotch again.

Sam took a second to think about what he was doing. Not only did he just tell his lifelong secret to Ben, but he actually convinced his friend to let him suck his dick. Granted he would have preferred starting on top and being the dominate one in the whole situation, but it was a start. Sam was sure he would get his chance eventually, so for now he just went with it.

With one paw he reached up and wrapped it around Ben's mating tool. It was flesh colored unlike the rest of him, and cut so even though he was soft Sam could see the head of his cock which tapered off into a mushroom shape. Sam could feel the heat emanating off of it and as he stroked it a couple times he could physically feel it as it throb and thicken in his paws. Once Ben was at full mast again he let go and allowed it stand straight out in all it's glory. Ben's cock throbbed once in front of his face as Ben let out a soft, almost inaudible moan.

Without wasting too much time Sam grabbed back onto his length and moved in with his muzzle. The first thing Sam did was place his nose to the right of Ben's cock and inhaled deeply. The scent that came off of the brown bear was heavy to say the least. It stung Sam's nostrils, but the musky smell wasn't overwhelmingly negative. It would take some getting used too, and because both of them had been inside that scorching garage for so long it was Sam probably smelled just as heavy down there.

Sam looked up and saw Ben staring down at him. He couldn't help but blush at the fact that he was sucking another mans cock, or just about to. Moving his other paw up to the table for support Sam kept Ben's gaze as he lined up his thick member with the end of his maw. He let out a hot breath on Ben's cock which made the bear's length throb in his paw.

"Jesus Ben, how big are you?" Sam asked.

"Uhm... I uh, I think about seven inches." Ben answered back with a nervous smile. Sam grinned at that. Ben was obviously selling himself short since he was most likely eight or nine. He was impressive no doubt, but Sam was bigger, and it was only a matter of time until Ben found out for himself. Sam was nervous since he had never sucked anyone off before, but he figured that now was a good time to learn.

Without wasting any more time Sam leaned forward and took the first couple inches of Ben. The bear's length tasted just like he smelled, and it hung heavily on Sam's tongue. Somehow though, compared to the way Ben smelled, the way he tasted was easier to adjust to. Sam made it down to his paw before working his way back off Ben's length, before diving back down. Sam looked back up to Ben's face hoping that he was enjoying this. At that moment the brown bear let out a moan that was like music to Sam's ears.

Ben closed his eyes and threw his head back, so Sam went back to focusing on working his length. Letting go of his cock Sam grabbed on to Ben's hip allowing him to go down further on Ben with every bob. He focused on taking more and more of his friend, nothing else, and before Sam knew it he had taken Ben down to the hilt. Sam came back to reality and he slowly became aware of just how full his muzzle was. His jaw ached, and Ben's length rubbed at the back of his throat which made Sam swallow around Ben involuntarily. The act must have hit the right notes for Ben, because right after that the brown bear flexed his hips trying to shove more of himself down Sam's muzzle as he moaned again, placing one paw on the back of Sam's head. After a quick break Sam slowly worked his way back up to Ben's tip before he continued to take the bear's cock all the way down to the hilt for a while.

Due to the slight aching in his muzzle, and because Sam wanted to get some action himself, he finally removed Sam's throbbing length from his maw. As he came off a thin line of saliva connected the end of his muzzle to the tip of Ben's cock, and Sam watched as it bobbed in front of him again. Deciding to test the waters once more Sam pressed his nose up against the underside of Ben's length and took another deep breath in. The heavy scent still stung slightly, but Sam was starting to get used to it. Almost like it was such a bad, raw, earthy smell that for some reason he just couldn't stop himself but go back for another whiff. He did just that too, this time he brought a paw up and fondled Ben's sack as he pressed his nose into the soft flesh. The scent of Ben didn't change at all, but for some reason Sam just couldn't get enough of it now. It was intoxicating, almost, addicting.

With that Sam let go of Ben and stood up to face him. It was a little weird being that intimate with one of his best friends, but for some reason (for Sam at least) it just felt right. Sam saw a look of disturbance on the bear's face and was a bit nervous about it until he heard Ben talk.

"Why'd you stop Sammy?" Ben's voice had a little whimper too it which Sam couldn't help but smile at. He obviously enjoyed Sam's muzzle around his dick tenfold. Sam grinned as he leaned in closer to his friend so that their muzzles were only inches away. Reaching a paw out he grabbed onto Ben's cock, which was now slick with Sam's saliva, and stroked it slowly between them. This made the brown bear moan again as his blue eyes sparkled with lust. Overcome with emotions the brown bear leaned in to kiss Sam.

Sam smiled at the fact that Ben was really getting into this. With their faces so close together Sam exchanged a couple hot breaths with Ben before he finally responded. "Because it's your turn now kid, and before you get started I want to see you completely naked, so take that damn shirt off." Pushing off of Ben's chest lightly Sam let go of the bears length and stood a couple steps away from the table with his arms crossed.

Sam watched as Ben processed what just happened. The bear leaned on the table away from him, still rock hard and breathing heavy. Eventually Ben got up and kicked off the cargo shorts around his ankles as he made his way over to where Sam was standing. While he walked over Ben pulled his shirt up and over his chest, and Sam got a great view of his solid muscle gut and rock hard pecs. A pang of jealousy shot through Sam's head again as he saw all of Ben's body. All of his muscles bulged out of his body beautifully, and he just loved how large and muscular he was. Sam thought hard, maybe jealousy wasn't the feeling that he was getting looking at Ben's stature. In fact, he was sure that he no longer viewed the brown bear with envious eyes, but instead with lustful loving ones. That was it, now Sam viewed Ben not only as a friend, but also as a sexy bear. A sexy bear that was about to suck his dick.

Ben knelt down in front of Sam as he finished his thoughts. Sam could just feel the nervous atmosphere surrounding his friend. "It's alright, just do what comes naturally." Sam said attempting to reassure him. Ben swallowed hard when he heard that and nodded his head as he reached for Sam's belt line. Working diligently Ben worked his belt off, then undid his zipper as he slowly started to bring his jeans down. Sam felt a huge relief from that act as Ben freed his cock. He knew that he was getting turned on from all of this, but he didn't think he was as hard as he was. After they were at his ankles Sam decided to step out of them so he wasn't as constricted.

After his pants were tossed to the side Ben went to reach for his briefs. He wrapped a paw around the elastic waist of them, but stopped and didn't go any further. Sam looked down at him to find out where Ben's hesitation came from, and his friend just met his stair with lust filled eyes. "What's wrong?" Sam asked.

"Its just... I just... I want you to take your shirt off so I can see you completely naked too... please." Ben responded looking back down. Sam couldn't believe what he just heard. On one hand Sam loved how submissive the Ben was acting. It really turned Sam on that a huge sexy beast like Ben would raise Sam up to a status of superiority. But on the other Sam couldn't believe that Ben, that muscular sexy stud, wanted to see him with his shirt off?

"Yeah, sure." Sam said before taking his shirt off exposing his gray furred chest and gut to Ben.

"Damn" Ben muttered under his breath as he reached up to feel Sam's slightly pudgy, yet firm stomach. It was a confidence booster for Sam to say the least. Using his other paw Ben worked Sam's briefs down to his ankles, which he kicked off to the side like he did for his jeans. Looking down Sam got a good view of his own manhood.

When he was soft he just barely lost sight of it underneath his gut, but when he was hard, like he was now, Sam's ten inch monster of a cock jutted out proudly from his crotch. He was cut, and he was just as thick as the other bear's member. Also, like Ben, Sam proudly hung a couple of pool balls underneath his length. Both of the bear's musk was on overdrive from sweating so much in the overheated garage an it lingered in the air around the whole garage now.

"Holy shit Sam, how could you hide this cock in your pants? It's absolutely massive!" Sam smiled at Ben's praise.

"What did you think kid? That I was small down there, and wasn't packin'?" Sam responded as he grabbed onto his own dick giving it a slow stroke for emphasis.

Taking a page out of Sam's book the brown bear took hold of his gray nut sack and pressed his wet nose up against it to get Sam's scent straight from the source. The feeling of Ben's cold nose against Sam's sensitive skin made him flinch slightly, but the feeling of another guy fondling his balls was nice. Sam must have smelled really good to Ben because the brown bear took his time filling his lungs with his scent.

After he got his fill Sam felt Ben lick his way up Sam's balls to the base of his cock. "Fuck, you taste better than I imagined." Ben moaned into Sam's groin as he grabbed onto his length and quickly enveloped the tip in his maw. Sam's dick throbbed in Ben's muzzle, and his knees wobbled a little as he gave out a much deserved groan.

Ben felt nice around his dick. His warm, moist muzzle massaged his cock perfectly, and he could feel Ben's tongue exploring as much of Sam as it could. In his haste the brown bear must have taken a little more of Sam then the could handle though because Sam felt Ben gag on his dick. Besides that the muscular bear was doing a sensational job blowing Sam, assuming that it was Ben's first time going down on a guy.

Ben bobbed back off of Sam to regain his bearings before he dove back down his length. Sam didn't know why but the way Ben's maw felt around his length was better than anything he'd ever felt before. Maybe it was due to Sam's deepest fantasy coming true, or maybe his friend was just a natural cock slut.

The brown bear groaned around Sam's length as he tried to shove it all inside his muzzle. Sam could feel his tip already rubbing against the back of his throat, but Ben's lips were still a couple inches away from his base. Putting his hand on the back of the Ben's head Sam gave a loud moan of encouragement. That seemed to do it for the brown bear below him, because after that Ben swallowed hard a couple times around Sam's dick and took him to the hilt. Fireworks lit off inside of Sam when he did that and he couldn't help but rock his hips forward a little into the bears warm, moist jaw. Ben moaned around Sam as he did that and he reached his arms up to grab onto Sam's hips for support.

Ben bobbed back to Sam's tip before he continued to hungrily take him down to his base. Sam was on a euphoric high as the bear below him worked his cock. He found himself moaning as he rocked his hips in time with Ben's strokes. Sam was panting hard, as Ben really got him worked up, and if he didn't get him off his length soon he wouldn't last much longer.

Pushing on Ben's forehead Sam forced Ben off of him as he took a step back. It was a hard move to make, and Ben didn't make it any easier on him, sucking hard till the last inch left his muzzle. Looking down at Ben, Sam saw that the muscular bear was lost in his lust. Ben couldn't stop starring at Sam's hard member, and it reminded Sam of Ben's own throbbing length. He wanted to taste him again, and that gave him an idea.

Squatting down, Sam playfully pushed Ben over so that the brown bear was sitting on his rump now. Leaning down over him Sam pressed his gray chest against Ben's honey one as he wrapped an arm around the muscle boy's head.

Leaning in Sam tilted his head to the side as he went in to kiss Ben. The brown bear got the picture too as he met Sam's muzzle with his own. Sam prodded into Ben's maw with his tongue, still able to taste his strong musk lingering in Ben's mouth. Sam reached his other paw down and grabbed onto both of their slicked up members and gave them a long, slow stroke. The brown bear moaned into Sam's muzzle blissfully as he matched Sam's actions with his own. After that the two of them passionately exchanged the taste of one another for as long as they could.

Sam eventually broke the kiss, simply because he was in desperate need of oxygen. He panted hard as he relished the taste of the other bears saliva on his tongue.

"Damn, I've waited too long for that kiss Sammy." Ben said as he lay there panting.

"Same here." Sam responded giving their lengths another stroke. Both of them moaned aloud at that and Sam was made painfully aware of just how close his own release was. He didn't want to blow it right there, he wanted to be inside the bear when he did it, he wanted to make Ben drink his cum.

"Alright kid, it's about time we got down to business." Sam stated. He flipped himself around so that his dick was lined up with Ben's muzzle and his was lined up with Ben's cock. "Here's the deal, you're gonna suck me off until I cum down your throat, and I'm gonna work your dick until you cum as well." Sam heard Ben snicker behind him after he said that.

Sam looked down past his muscle gut and up Ben's abs to get a look at the brown bears face. He had a stupid smile plastered on his muzzle, Sam grinned when he saw that. "You're a cock sucker ain't you Sam, and you just can't get enouf' of the taste of another man's dick, can you?"

"Yeah, your one to talk you fag. If I remember correctly I had to pull you off of my dick earlier." Sam mocked back playfully.

Ben chuckled a little as he grabbed onto Sam's length and lined it up with his muzzle again. "If I remember correctly you went down on me first." Sam could only moan in response while his length throbbed in Ben's paw. He bit his lower lip softly as he felt himself let out a spurt of pre cum for his friend. All he wanted right now was his dick lodged firmly inside Ben's muzzle. He humped down in Ben's paw missing his target as he whimpered aloud softly.

Chuckling again at his friends sexual frustration Ben lined himself up again with Sam's length before opening his maw and taking him. Sam moaned as Ben worked his was down to the hilt. His cock flexed inside Ben's muzzle as he felt the warm embrace of that moist passage again. He let out another gush of precum from his dick when Ben's tongue started to work its magic again, massaging his cock.

In his lust Sam grabbed onto Ben's cock and leaned his head down to the side of it again. He took a deep breath through his nose as he relished in the bear's scent straight from the source once more. It was just as heavy as ever, but it no longer stung his nostrils. Instead Ben's thick musk sent a nice tingling sensation through his nose which made him shiver with delight. Yeah, it was definitely addicting. Jacking Ben off Sam pressed his nose as far into Ben as he could attempting to get as much of the smell as he possible could manage. All the while Ben was hard at work sucking Sam's length.

After a couple seconds, the scent of Ben was not satisfying Sam anymore. He wanted to not only smell Ben's musk, but taste it as well. With that thought in mind he lined Ben's thick cock up with his mouth and opened his muzzle to take the beast inside him. With one swift motion Sam took Ben all the way down to the root of his dick, the whole time exploring as much of the bear with his tongue as he could. Sam heard Ben moan on his cock behind him as the muscular bear flexed his hips up into Sam's maw. He was rewarded with some pre cum which he instantly swallowed since Ben's tip was at the back of his throat. Sam bobbed back off hoping that he would get to taste Ben's pre next time.

Sam moaned as he worked Ben's cock, his friend starting to pick up the pace. Sam worked to match his speed, bobbing up and down off of Ben as fast as he could. Sam could feel himself get even closer to his climax as he humped down against Sam's rhythm. His cock flexed inside of Ben's muzzle again. Since Ben knew what was coming next he backed off Sam's length slightly and let the release of pre cum out of Sem's cock hit the roof of his mouth so that it could flow down to this tongue and he could finally get a taste. Sam felt Ben moan as Sam's salty pre release splattered inside his mouth.

Feeling Ben throb himself Sam copied the other bears idea as he backed off him slightly to get a taste of his pre. He felt the bear's fluid hit the roof of his mouth and Sam got his first taste of another man's pre. It was salty, and the taste was thick and masculine. At first Sam didn't expect to like the taste so soon, but he did, in fact he loved it. It just made him work Ben harder wanting to taste more and more of it, up too his full release.

Sam couldn't help but buck down into his muzzle again as he continued to work Ben. He was so close, it was only a matter of seconds till he blew his load now. The brown bear took this opportunity to grab onto Sam's waist in order to stabilize himself. It seemed that Ben also knew that Sam was about to reach his climax, because at that moment Ben stopped bobbing on Sam's length, and instead lay with his head on the ground and just Sam's tip in his muzzle.

It took all of Sam's willpower not to loose it. He needed to hold off for just a little bit longer, and luckily Ben let him do just that. Involuntarily though Sam humped down into Ben's muzzle again and found that he had little resistance pushing down to his hilt. Ben moaned when he was full of Sam's cock again and Sam took that as an invitation to keep humping against Ben's muzzle, fucking it like you would any other hole, pre cum leaking from his dick like a faucet now.

Sam's heavy balls slapped against the top of Ben's muzzle as he started to hump into Sam's jaw as fast as he could. He moaned around Ben's length. That was almost like a wakeup call for the other bear as he too followed suit, humping his cock up into Sam's face. Sam had to swallow constantly to keep up with the flow of Ben's pre, but he didn't mind. In fact he felt Ben doing the same around his cock, and it felt fantastic, so he was sure Ben felt the same.

As Sam fucked Ben's muzzle and Ben fucked his, both bears drew closer and closer to their climax. They both moaned in unison, and Sam felt his balls draw closer to his body signaling his release. Sam held on through sheer willpower alone wanting Ben to be the first one to cum. He was rewarded in dividends as he felt the muscular bear grunt around his cock and buck hard up into Sam's muzzle. Ben stayed like that, with his cock as deep in Sam as it could go. His dick went rigid in Sam's maw and with another grunt he finally reached his climax.

Sam felt hot cum rush down the back of his throat as he struggled to swallow it all down. He couldn't manage to do it though, and what he couldn't swallow came running down his mouth and spilled out of the sides of his lips. Sam moaned around Sam as he spilled his large load inside his muzzle. Between that, the raw, musky taste of Ben's cum, and everything else Sam finally reach his peak as well.

Spreading his legs apart Sam lodged himself as deep as he could into Ben's muzzle. Pinning his nose under his sack and the rest of his Ben's face under his groin, Sam moaned around Ben's still cumming cock as he finally reached his blissful climax. His dick flexed inside the bear's jaw as he let out spurt after spurt of his own thick load. Sam's eyes rolled to the back of his head as he pulled his mouth off of Ben, allowing the last couple spurts of the brown bear's orgasm to hit him on his muzzle and face. Moaning aloud Sam tried to push his dick even deeper down Ben's throat as he came.

Sam gave Ben the one of the largest loads of his entire life as he blew thick spurts of cum into Ben's mouth for what felt like a blissful eternity. Eventually though Sam came off of cloud nine and he let up his hold on Ben's face with his crotch. Taking the opportunity the bear below him removed Sam's dick from his mouth as he took much needed breaths of air. The feeling of cold air against his cock made Sam flex his dick as he released a few more spurts of cum all over Ben's face. The muscular bear caught a few of them in his muzzle again, finally able to taste Sam's spunk instead of having it run straight down his throat.

Sam collapsed on top of Ben as he licked the cum off his lips and breathed heavily. Both bears laid like that for a while just basking in their post orgasmic bliss.

After a long drawn out period of heavy breathing Sam finally broke the silence. "You know... I think I believe you now... You're as gay as they come, kid." He grabbed onto Ben's softening length as he said that, feeling his cock once more, this time covered in cum and Sam's saliva.

Ben chuckled at that. "Yeah, I could say the same for you Sammy."

With that Sam pushed himself up and flipped himself back around so that he was face to face with the brown bear. Cum still matted his fur down on his face and if it weren't so soon after orgasm it would have turned Sam on again. "You look good covered in my cum, you know that."

"And you look sexy covered in mine." Ben retorted. Sam smiled and tilted his head leaning in for another kiss. Ben met him halfway and the bears exchanged the taste of each others cum with one another. Ben moaned into Sam's muzzle and pulled away. A thin line of saliva connected the two's mouthes as they moved away from each other.

"You know, you may be a pain sometimes, but I love you Sam." Ben said as he laid his head on the cement closing his eyes.

Sam smiled at that. It was real, and he could tell. He laid down on his side cuddled up next to the muscular bear as he responded. "Yeah, I love you too Ben." With one hand Sam lazily felt up Ben's abs and large pecs while he rested a chin on the brown bears shoulder. Eventually his hand stopped moving, and both of them fell asleep in each others arms.