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The autumn air was chilly, made even more so by the lateness of the hour. The sun was down, stars were appearing. The branches waved in the wind, making the two men even colder, despite the fire they were huddled around. A single tent lay nearby, two sleeping bags and a giant blanket inside. The wind picked up, making the taller man shiver slightly despite the many layers he wore.

"Dammit, we should have waited until the weather was warmer. "While I like the cold, this is a bit ridiculous." He picked up a mug of tea and sipped it. "At least the tea's still warm."

The other male chuckled. "You picked the day, Eli. So this is partially your fault."

Eli glared over the rim of his mug, the steam rising steadily. "Not my fault the weather changed, Scott." He drained the last of his tea. "Oh screw this... I'm heading into the tent. Warmer in there." He stood and walked into the tent. Eli wrapped himself in his sleeping bag, shaking.

He sighed. It wasn't the cold that drove him in here. It was his emotions towards his friend. Eli found himself attracted to Scott and Scott knew. Tonight was the night. Eli was going to finally work up the stones to kiss his friend. With any luck, things would go well. He sighed again, pulling out a flask and taking a deep swallow of the whiskey.

He walked back out of the tent, and sat close to his friend. Scott looked up as Eli wrapped an arm around him and leaned into him. The warmth of the other helped alleviate the cold. "Care to get out of the cold?" Scott nodded. He stood and threw dirt on the fire, smothering it. Scott followed Eli into the tent. Eli was sitting down, looking nervous.

"Is everything alright, you're quieter than usual." Scott asked, concerned for his friend.

"Yeah, I'm ok."

"Are you sure?"

Eli sighed. "Actually, I'm not ok."

Scott looked at him in alarm. "What's wrong?

Eli looked at him sadly. "How long have we been friends? Three, four months?" At Scott's nod, he continued. "You know I've been attracted to you for basically all that time."

Scott quirked an eyebrow. "Where is this going?"

Eli groaned. "I don't know where to begin. It's just..." He shook his head. "Dammit. I had it all planned out, but now..."

Scott looked at him, a questioning look on his face. "Just say it."

Eli looked him right in the eye. He took a deep breath before leaning forward and kissing Scott. Scott blinked. Eli looked at him and sighed. "I knew I shouldn't ha-" He was cut off as Scott kissed him back. Eli's arms wrapped around his friend's waist as Scott all but tackled him. Scott groaned into Eli's lips as he lay on top of him. Eli's eyes gleamed, it was going better than he had expected. The two broke the kiss as Scott gasped; two cold hands had slid under his shirt and started rubbing his sides.

"Too cold?" Eli asked with a smirk.

"No, just unexpected." Scott laughed softly as he felt his shirt pulled off his head and thrown unceremoniously into a corner of the tent. He wasn't as cold as he thought he would be, Eli was strangely warm. Eli's shirt quickly joined Scott's. Their bare chests brushed against each other's as they leaned in for another kiss. Scott leaned up, kicking off his sneakers and unzipping his jeans. He stared at Eli, glancing from his eyes to his pants. Scott smirked, sliding a hand down Eli's pants. His eyes opened wide and he groaned as Scott's hand brushed against his shaft. Eli reached down between their bodies and unzipped his pants and started sliding them down his legs. He growled, and then kicked off his shoes. Eli started at Scott as he started stroking. With an almost feral growl, Eli yanked Scott's briefs down right before he yanked his own down. Eli pulled Scott on top of him, and they both groaned as their hard shafts brushed against each other.

Eli started into Scott's eyes. "Are you sure you want this?"

"More than you know." Scott replied, grinding against Eli, who groaned.

Eli leaned up, kissing Scott's neck before nibbling and sucking on the skin. He was feeling warmer, but he ignored it. Eli paused, tasting something coppery and warm. He blinked and then his eyes opened wide as he realized what he had just done. Eli mentally shrugged; there was nothing he could do. As he started out of the open tent, he saw a sliver of silver light above the tree tops. The moon had risen and things were about to get a little hairy.

It started subtly, his body hair getting softer. Subtly went out the window quickly though, as the black lightened to a silvery gray. Scott opened his eyes and fell back. "WHAT THE FUCK!"

"Scott, I can explain..." Eli said pleadingly.

"How can you ex-" Scott trailed off as he groaned, clutching his groin. "What did you do? URGH!" Scott's dick was changing, the foreskin growing back. As Scott watched, the mushroom shaped tip deformed, looking more pointed. The color changed as well, turning an angry red. He looked angrily at his friend. "What is going on?"

Eli sighed. "I'm not human." He raised a hand, splaying it as the fingernails darkened and sunk into his fingers. They pushed out into claws. "I'm a werewolf, and I think I infected you."

Scott practically growled. "I DON'T WANT THIS!" The hair on his head was changing colors as he spoke. He groaned as hairs erupted on newly grown sheath. "Why does this hurt..."

Eli winced. "Because you don't want it. You're fighting the wolf for your body instead of embracing it like I have." He started walking over to Scott.

"NO! Stay back!" Scott got off Eli and started heading towards the tent opening before a sudden crack sent him to the ground. He landed on his hands, groaning in pain. "I can't... stand up!" Another series of cracks forced a cry of pain as his hips reconfigured, making him no longer able to stand upright. He looked at Eli, pain in his eyes. "Why did you do this to me?"

"I didn't want to, it just happened!" Eli crouched, bracing himself on his hands and feet. He groaned, as the warmth of his transformation spread to his hips, the joint reconfiguring. He groaned as his ass changed, looking more like that of a wolf. Gray fur started sprouting on his ass cheeks.

Scott looked over at his shifting friend, noticing that his change was far different. Eli was enjoying it. There might have been something to what he said. Scott groaned, his forearms burning as they shifted, fur trailing up from his newly formed paws. The pain was lessened, surprisingly. His feet and ankles burned too, even less than his forearms. There was a hint of pleasure there. Scott looked between his shifting arms and down his front. The tip of his cock was peeking out of his sheath and as he thought about it, more slipped out. The color wasn't completely red, still some humanity left in the shaft. The slightly pointed tip pushed out even more and Scott groaned, the sensation sending shivers of pleasure up his changing form. He looked at Eli who was grinning.

"Liked that, did you?" Eli smirked as Scott groaned again, his shaft going through the last of its changes. Scott now had the cock of a wolf, and it was leaking.

Scott looked at his friend. "Why didn't you tell me it felt this way?" He groaned again, fur starting to move up his stomach. A pressure began mounting on his spine and with a moan, his tail started pushing out. It began wagging as Scott groaned loudly, the pain now completely gone. He looked at Eli again, an odd look on his face. "I want you..."

Eli blinked and then grinned. "I'm all yours!" His tail wagged and he moved it to the side as Scott slowly padded over. Eli groaned as Scott mounted him, his clawed hands on Eli's back. Scott let out a loud groan as his shaft pushed into his shifting friend, sliding deep into him. Scott had a blissful look on his face. He was no stranger to sex, but this felt better than any he had before. Scott lay fully on his friend, chest pressing against Eli's back. He slowly pulled his cock out and pushed it back in. Both of them groaned at the sensation.

Eli panted and groaned as Scott's slow and deep thrusts struck home. He was no stranger to sex as a human or a wolf, but this was different. It felt more real, more visceral. Eli moaned again as Scott's pointed cock struck home again. He wished he could reach down and stroke his leaking shaft, like he normally could. Scott thrust into him again and Eli groaned loudly.

Scott sighed, feeling Eli's canine ass caress his cock. He leaned down, kissing and licking at the side of his friend's neck. His under arms rested against Eli's shoulders, his paws next to Eli's. Hair tickled Scott's chest as Eli's back started to grow fur, moving up from his wolven lower body. Scott panted softly into Eli's ear. "We should do this more often."

Eli chuckled and groaned as another thrust struck home. "I agree, camp and fuck once a month!" Fur slowly made its way up his arms.

Scott grinned, kissing Eli's neck. Something made itself aware in the corner of his mind, something primal, something fierce. Scott's slow and gentle thrusts slowly intensified as the presence grew larger. "Eli... Something's happening."

"What?" Eli asked, concerned.

"I don't know, but I feel-" His voice cut off as he gasped, his mind suddenly awash with the sensation of the most powerful orgasm he ever had. His green eyes started changing to a bright gold. Inside his mind Scott was fighting for control as the other presence revealed itself. The werewolf side of Scott growled as it forced Scott to retreat. He did so gladly, the feeling and sensation of cumming flowing through his mind. In reality, he hadn't cum. The werewolf created the sensation so it could gain control.

"Scott?" Eli asked, still concerned. A growl answered him and he understood. The werewolf had taken control. The still shifting werewolf thrust harder and harder as his body shifted more and more. Fur raced up his barreling chest. Eli's shaft was leaking furiously as he was pummeled by the werewolf. Deep inside the werewolf's mind, Scott watched it all. He was fucking his friend like an animal and enjoying it. The werewolf's cock leaked white pre into Eli's canine ass, but it slowly turned yellow as the werewolf's balls shifted. Scott could feel everything as the werewolf drove his cock into Eli, a very happy prisoner in his own mind.

Eli rocked back against the werewolf's thrusts, his chest barreling out as fur covered it. He was a wolf from the neck down. He panted as heat filled him. The werewolf's face was locked in a snarl as his lips darkened, ears moving up the side of his head. Fur crept up his jaw as the werewolf snarled, his cock throbbing. He needed to knot this bitch. He thrust harder and harder, fur covering his ears as his nose turned black. Eli pushed back against the brutal thrusts, feeling the werewolf's knot pushing at his entrance. He groaned, feeling his own cock start to mutate. His foreskin started growing back, attaching to his furry stomach. The sheath grew fur rapidly, as his shaft pushed out into the night air. It started changing colors, red taking over the pink flesh. Eli moaned as his tip deformed, pushing out into a point. A small bulb grew at the base, his knot forming. Both Eli and the werewolf fucking him were almost done with their changes, only their faces were left.

The werewolf thrust hard and howled in triumph as his knot pushed into Eli. The howl still sounded human, but the animal was still there. Deep inside the werewolf's mind, Scott marveled at the sensation of his knot pushing into a warm and tight body. This was bliss. Eli groaned, feeling the werewolf's knot filling him. Fur started growing on his jaw as his ears and nose changed. The werewolf thrusts were now short and brutal, as he tried to cum inside his bitch. He stiffened and howled as his cock pulsed, shooting a load of cum into Eli. As he howled, his face pushed out into a muzzle, fur covering the last of his skin. He opened his mouth, teeth growing into fangs and tongue lengthening. The werewolf's changes were complete, but Eli's weren't.

Eli groaned, feeling the hot flood of werewolf cum fill him. The heat filled his face as it started pushing out, fur covering his face. With a final crack, his muzzle formed and he howled. The feeling of finishing his transformation was too much for him and he came. The first few pulses were white, but as Eli felt the wolf start pushing him aside, the cum turned yellow. The humanity in the howl faded as the wolf took control as Eli's hazel eyes turned gold. The wolf howled in triumph. The werewolf on top panted, tired and exhausted from its first transformation. The other werewolf was equally tired. Both wolves lay on the floor of the tent, curled up and went to sleep, still tied together.

Scott woke slowly, surrounded my warmth. He groaned a little and froze. He looked around, seeing Eli's back against his chest. Scott moved back a little and gasped, he was still buried inside he friend. A hand gently grabbed his thigh. "Please, don't move. I like this feeling." Eli's voice was quiet, almost subdued.

Scott shook his head. "What happened last night? I remember you going back into the tent and then-" His voice trailed off as memories of the previous night came back to him. His cock stirred as the sexier parts of the previous night crossed his mind. Eli groaned softly. He looked over his shoulder.

"Do you regret it?" He asked, quietly.

Scott heard a soft growl in the back of his mind as the wolf made his opinion clear. He looked around the tent. He pulled out of Eli with a soft groan. Eli sighed, fearful of the answer.

Eli closed his eyes, trying to hold back tears. It was the wolf, not Scott, he thought to himself. Nothing more. He made a quizzical sound as he was rolled onto his back. Eli let out a gasp as he felt Scott's cock push back into him in one smooth thrust. He opened his eyes. Scott was staring back at him, small flecks of gold in his green eyes as he started thrusting gently. He leaned in, kissing Eli's neck. Scott heard the wolf growl as he made his choice. "Not at all."