FSE

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Spencer was restless tonight with stress and all other sort of things coming at him in the weeks to come; he found himself awake and unable to fall asleep. But as he lay awake, his eyes closed trying to pass for asleep, an image of a bear popped in his head, not just any bear mind you; a beautiful, golden furred bear with a white underbelly that stood on its back legs like a human. Judging from the modest breasts on the bulky beast, it was easy to determine that it was a female. She looked to Spencer and smiled warmly before fading away. Before Spencer could make out what had happened, his body began to ache with a different sensation other than fatigue, one that made him feel wide awake and ready.

Spencer had to sit up in bed; his bare back to the headboard as his stomach groaned and gurgles to the feeling. He looked down in silent surprise to see his noisy belly swelling outwards with a warming fat; he couldn't help but let out a pleasurable sigh as he felt this, the warmth traveling all over his body as the fat made him feel safe and happy. He brought his hands up to explore his new body, each gentle and careful touch made his body jiggle like a bowl full of jelly; he particularly gave attention to his sagging chest, which not only grew down but out with a new feeling. He equated them to something not human, not even male. He found pleasure in cupping them in his hands only to feel them grow and swell beyond them.

Considering Spencer had only been wearing a pair of black briefs that night, he could clearly see just how arousing all of this was to him, past his belly and breasts he could see that all the sensations that had pounded his tired addled mind had left a firm tent in his underwear and a wet spot where his member's head would be, realizing he was precumming already. In seconds his member popped out of his undies, unable to contain his fat and girth.

Something compelled Spencer to shift in his bed to continue his changes. He maneuvered his fat body around and found himself on his hands and knees. He looked down to his hands with a small smile of pleasure as he saw them morph. Normally he would've blamed this appearance to the dark of the night tricking his eyes but not tonight, tonight this was all too real and his as his hands and arms gained the chub the rest of his body received, they had the added pleasure gaining more features. He could feel his palms growing padded as his sausage like fingers grew a small claw that seemed to grow each second to at least an inch and a half. He lifted one new paw up to gaze at it, turning it over to see the appendage in all of its large glory. He tensed and relaxed his feet, noticing that they succumbed a similar fate.

Spencer's lower half was far from done changing, as his already chubby behind grew even fatter still. His black briefs complimented the fattening ass the feeling of growth compelled Spencer to lower his front half, making his back half rise upwards and grow big, slightly bigger than his front half even. He bit his lip and brought one of his new paws behind him to experimentally feel his new rump from beneath his intact underwear, which were held together at the seams at this point. He gave a few soft, swirling rubs before giving a strong slap, somehow compelling it to gain a few more inches in width, which made him gasp in feeling as his briefs ripped right off. When it finished growing, he felt his spine tingle and grow out beyond his body, moaning softly to the feeling of a small stubby tail popping into place. It wagged furiously from everything that had transpired.

With a content sigh he turned over onto his flabby back, his appearance was not of this world as his body appeared to be in a begging position, eager for the changes to continue. His body made an inhuman murring sound as he opened his mouth in delight; if his eyes weren't closed in pleasure, he probably could have seen his face extending outwards into a short muzzle of a bear; his nose flattened as it grew wet and black. His brown fell out of his head in clumps, giving rise to his new small curved ears that moved to the top of his head. He hummed to himself, finding his humming growing softer in pitch as he continued to change. His tongue grew long and flat at the side of his mouth as his teeth became sharp fangs. He grew warmer than ever before with just the fat as he could feel his while his body covered in a thick, coarse, golden yellow fur; his belly was given a pure white fur to have as his body was covered completely in the same warm, beautiful fur.

For the time being, Spencer could feel that he was complete, he felt no other changes coming and finally relaxed. He sat back up in bed and looked over his new body; warm, fat, furry and beautiful came to mind as he found himself lightly murring once more. He found it odd that despite all of the changes, his member was the only thing that remained human; it was still hard, twitching and begging for release, and Spencer was happy to oblige. He gripped his meat with one paw and began to stroke, before long he found himself really getting into it, clenching his fat ass and thrusting into his paw lewdly and eagerly. He figured such attention would make it grow but was shocked to find his cock shrinking away to nothing; his testicles retreated into his body as just below his shrinking cock was a tight hole growing in place, he realized now that he was becoming a big beautiful woman and came, expelling the last of his male seed before his member shrunk away, never to be seen again. He had become a she; Spencer the human was gone, only Gold the bear was left.

Gold blushed as she could feel her new vagina quivering with excitement; she was horny all over again. The she bear took a deep breath and touched it once, already finding herself overstimulated from it. She shuddered and murred deeply as she tried once more, finding it easier a second time. She played with herself and fondled her new cunt, slipping her two fingers in every now and again slowly only to increase her speed as each second she played pushed her closer to the edge. Her sex dribbled with fluids as she began grunting and getting into a humping rhythm again. She looked over her new form and smiled between bated breaths, looking over the beautiful bear she had become. She closed her eyes and tilted her head back, climaxing hard as her clit clamped down on her fingers and covered them in juices. Gold rode her orgasm for at least a minute before she sighed contently, sliding back down into her bed. She smiled and breathed deep, trying to relax herself from all the excitement that happened tonight as she finally managed to close her eyes and stay asleep. Tomorrow was a big day, she had more of her new body to explore.