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You don't hear him until it's too late.

He grabs you around the waist, cups his leathery paw around your nose and mouth, and starts tugging you away. Your eyes widen and you thrash your limbs, flailing your arms and legs in an attempt to escape. You try to grab onto the wall as he rounds a corner. Your nails dig in, but he pull you hard and you come loose. It's no use: he's too strong. You try to scream for help, but he digs his paw into your lips to silence you. He pulls you into a pale blue room and you watch as he kicks the door shut behind the pair of you; the lock clicks into place immediately.

"Finally," he husks into your ear as he continues to pull you back. His voice is deep and smooth. It makes you shiver. "Got you all to myself."

He stops next to a stool, twists around and tosses you to the floor. You land face-first, but before you can crawl away he climbs on top of you and flips you over. Only now do you get a good look at your assailant: a stocky, anthropomorphic bear, covered head-to-toe in dark brown fur. His orange eyes gleam as he draws close to you. His muzzle twitches into a hungry grin.

Again, you try to thrash out and get away, but the bear pins you down in a flash. Your arms smack against the concrete floor and the bear leans in, nearly nose-to-nose with you at this point. "Heh. No gettin' away now, kid." You can feel his hot breath pouring over you. Your heart hammers as he raises a paw up, showing you his claws. They dance over your face for a moment, teasing to cut skin, before he whips his paw down your front, carving right through your shirt.

He rips it off easily, and does the same with your pants too: slicing right through the material before tossing it to the side. He's more delicate with your underwear, but it comes away all the same. Your eyes widen as the cool chill of the room sweeps over your naked form, off-set by the warm fur of the bear on top of you. You feel very exposed, and your squirming does nothing to help: rubbing your bare skin into the bear's bristly fur.

It's only now your naked do you feel it--- something warm and hard pressing into your skin. The bear smirks, shifts his body, and chuckles as you gasp. His cock prods against your ass, and from the feel of it it's already slick. Your lungs seize up, and a chill runs down your spine. You can feel his arm move down towards it, grazing over your body as he moves to stroke it.

You try one last time to get away, your efforts rendered moot by the bear's heft. Seconds later that paw comes flying back up. He presses it down onto your face, cups it over your nose, and the musky smell hits you like a truck. You falter, your eyes wide as you flail your head from side to side to try and throw him off, but eventually the scent overwhelms you. Your eyelids droop a little as you sink back down, and the bear uses that moment to strike. You feel his other paw grope your ass, fingers digging in to get at your hole. They draw back, the bear strokes himself again, and when they return they're slick with pre. You offer only a small amount of resistance as he pushes in: a weak attempt to kick him off that does nothing. He just grins and flattens his paw down onto your nose, grinding his musky scent into your skin. His paw blocks your mouth, too, leaving you unable to breathe through it. "Relax. You're gonna love this."

He stretches you quickly yet liberally, practised fingers spreading your tight hole with ease. You manage to squirm and wriggle but it does nothing to deter him, and when he's done he doesn't waste time, pulling out his fingers and then guiding his cock to your stretched hole. He grins at you again as he pushes in, snorting air from his nostrils as his cock slips inside of you. It's hot and thick and you groan at the alien sensation, writhing as more of it fills you, until he eventually hilts.

Your body jolts at that. Something inside you buzzes with pleasure, and his cock is pressing right up against it. He waits for a few moments before moving again, pulling out only so far before pushing right back in. He builds up speed slowly, watching as your discomfort rises and falls, grinning whenever you jump.

All the while you're still breathing in his scent. It's all you can smell, and it's getting to you. Between it and the fucking, you shamefully feel your own cock start to harden, and before long it's stiff and erect between your bodies. "There you go. Told you." The bear grabs it with his spare paw, watching your expression melt into bliss as he works it to the same pace he's moving. "Thaaat's right. Feels good, huh?" You groan, nostrils flaring as you breathe in more of his scent, which leaves you feeling even more aroused. Your head begins to throb.

"Yeah," he drawls. The bear holds this position for a few moments longer, rubbing his damp paw into your nose to spread the scent as he rocks in and out of you. "That smell nice?" You drink it in eagerly in approval, groaning as your cock aches, all of the fight having left your body. You just lay there, your body becoming a quaking mess as you inhale his scent. Your thoughts begin to turn fuzzy. Your head feels heavy; it's geting harder to think. He flashes a wicked smile. "Take it all in. Good boy."

He pulls off of you, lifting his weight from your chest and reclining onto his knees. The sudden chill from not having his fur brushing over your skin makes you shiver, almost craving the warmth of it. It's the same with his cock, which he pulls out too. You immediately long for it, despising the empty sensation. Your nose twitches as he pulls his hand away from it at last, though even as fresh air floods your lungs the musky scent lingers. You gulp it down anyway, not caring at this point, and it's only when you calm down that you notice that your nose has turned a deep black.

The bear simpers above you, watching your eyes focus on your nose. Strangely enough you don't panic, instead raising your hand to touch it, completely lost in your musk addled stupor. It's cold and wet against your fingers, and it twitches as you prod and poke at it. The tip of it is slightly upturned, and your nostrils are wider than before. "There we go." You hear the bear say, and whilst you're distracted he grips your legs, looping his arms around your thighs as he tugs them back past his waist, pulling your ass flush to his crotch. "Already starting."

You look up at him through hooded eyes, confused, but the bear offers no explanation. He just continues to grin as he shoves his cock back inside you, hilting immediately and stuffing you full of his length. "No going back now."

You cry out as you're stretched again, your hands tightening into fists, but it doesn't stop there. He slips out halfway and then rams right back in, and then again, and then again. His pace quickens. Harder. Faster. Sloppier. More and more. Each thrust drives his cock into your prostate, and he gets rougher and rougher until you're screaming. Your cock jolts to attention, dribbling pre.

"Yeah." The bear drawls again, flashing his teeth. "That's-- That's it. Fuck." You can just barely hear him over your own sounds, or over the sound of his balls smacking against your bare skin, but he's getting louder by the second. "You're-- You're gonna be perfect." You don't know what he's talking about, but you don't care. This feels too good. Your body is on fire. The smell of arousal is so much stronger now. "Gonna make you such a good cub."

Your entire body starts to tingle at that; your skin begins to itch. You groan and squirm beneath the bear. You're boiling. Light brown tufts of fur begin poking through your skin. It starts at your face, crawling down from your hairline and enveloping your head apart from your ears. You wrinkle your nose as the fur creeps over the bridge of it. Your skull begins to change shape, nose and mouth cracking and popping as they lengthen out into a short muzzle, your teeth sharpening into fangs. Your nose changes again, pulling back fully into a leathery stub fitting of your new snout.

The transformation skips your chest for now, instead spreading out from your feet. The fur coats them quickly and you feel the skin on the sole of your feet and your toes thicken and toughen into black pads. Your nails harden and taper, jutting out of your new furry toes like needles. It travels up your right leg and spreads over your ass and crotch next, covering your balls in a layer of fur. Your foreskin darkens, the light colour of your human skin being washed away under the darker shade.

All the while you're screaming--- howling in pleasure. It wracks your entire body, every change hardwired straight to your cock. It aches and spasms, leaking onto the fur that's started coating your stomach. Between this, the musky smell and the bear pounding into your ass, your head is a dazed mess, thoughts foggy and murky. Memories of friends and family start to fade, aspirations and interests melt away. Your favourite colour, your favourite food: they all begin to slip away from you, but your brain is too busy being battered with pleasure to care.

"Almost there," the bear growls, letting go of one of you legs to drag a paw over your chest. It grazes over your remaining human skin, switching between it and your new fur as it travels. You whimper as he tweaks one of your nipples, groping the tough flesh until it disappears under a layer of fur. "You're so close. Almost perfect for me." He drags his paw down over your leaking cock, groaning when you whine and whimper from the touch to your sensitive flesh.

He turns his focus back to fucking you, gripping you leg once more as his pace turns brutal. He leans in, rocking his hips into you without pause, shaking as he finally unloads inside you. He punctuates it with a roar, breathing hard as his dick spasms. You feel his cum spurting against your insides, warm and sticky, and your eyelids flutter as the bear looms over you, breathing hard. You moan as he leans in, forcing you into a kiss. It's awkward with your new snout, but he leads you with ease, shoving his tongue into your mouth. A trail of saliva connect your muzzles as he pulls away, and he rumbles, "Mine. All mine."

Then you're empty, and the bear hoists you up off the ground. You don't fight it. You don't resist him as he tugs you along on your knees, and you don't try to run when he sits on the stool, spreads his legs and pushes your head into his crotch. Your wet nose bumps against his still hard cock, cum dribbling down onto it from the tip. You sniff it, and groan at how powerful the smell is now. Your cock aches, but before you can move to touch it he pulls your hands away and drapes them over his legs, pinning your left arm down.

"No touching," he states, amused at how needy you really are, and caresses the side of your head with his other paw. His fingers tickle over your still-human ear, though before long you can feel fur creeping over it. You look up at him with glassy, hooded eyes as the changes begin, groaning as his light touches turn to rough rubbing and scratching. He flashes his teeth with a grin as your ear begins to shift, painlessly rising upwards and becoming more circular in shape.

He uses that leverage to push your head in further, smooshing your nose into his cock. Your nostrils flare as the scent hits you again. "Lick," he commands, and without even thinking you comply. Your tongue lolls out and you lap at the warm length, whining at the musky taste.

The fur continues to spread over you now, winding around the places it missed on your body. Your hands are covered quickly, shifting into paws much like your feet; your claws come soon after. Then it sweeps down your left arm, curling around your muscles until it meets up with your torso. Your spine tingles as the rest of your back is slowly coated, and with a shuddering moan you feel your new tail grow out, perked up over your cum-stained cheeks.

"Such a good boy." You hear him say, and you whine in approval, nuzzling into his dick. The colour of your eyes flickers and then slowly melts away into a familiar orange glow, mirroring your owner above you. Your mind is a total mess now: heavy and fogged over with lust. You can't remember anything. Your past life is gone, completely faded from your mind. You don't even remember being human before. All you know is him, and all you want is to worship his cock. Still grinning, the bear pulls your maw down over his length, groaning as you wrap your warm tongue around it and watching the rest of your transformation finish. "My perfect cub."