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It was a good night, overall.

The party was over, and the last guest except for me had just walked out the front door. I'm not sure I even remember what the party was for, at this point. Someone's birthday, I have to assume. We held it at the bear's apartment because he was generally the one who cleaned things when he learned he was having guests, and sure enough, the apartment was spotless when everyone arrived. It was a bit cluttered by the end, but the bear never complained about the clean-up at the end. All the cups and plates and leftovers just seemed to vanish by the next time there was a gathering.

I sat on one corner of his soft leather couch, with one bare foot on the floor and the other propped on the couch at the end of my outstretched leg. He sat with one leg crossed over the other at the other end of the couch, just out of my foot's reach. He stared intently into his phone, catching up on a phone game after a night of socializing. He was a little bit of a hermit socially, so it was always a treat to get to hang out with him, even if he withdrew into his phone a lot. He was charismatic enough--charming, even, when he actually talked--which made it even more of a shame that he wasn't out and about more. I really enjoyed his company, and he at least pretended to enjoy mine.

I knew socializing drained him a lot, and it showed at this time of the night. His eyes drooped, his shoulders slumped, and his mouth was turned down at the end. He swiped at his phone again, but the only glimmer in his eyes came from the reflection of the lights in his game. If he was enjoying the game, he didn't display it in his features. He had some depressive disorder or another, and I had learned in the short time I'd known him that it didn't take a lot to send him into a funk. As drained as he was from the evening, this downturn in mood was no surprise. Somewhere I think I was selfishly happy, though. Until the last person left, he kept his eyes alert, his ears perked, and his mouth in a grin... but when I was the only one left, he immediately withdrew. It could have meant a lot of things, but I took it to mean he was just comfortable enough with me to let down that perky façade.

While he was distracted, I studied him intently. He was almost monochrome, covered in a dark grey fur from head to toe, though the low light of his apartment made it appear entirely black. This color was only broken in a couple of visible places: around his face in a heart-shaped pattern starting on his forehead between his eyes, sweeping up to his eyebrows and around to his snout, where his short, fluffy fur became even a little bit shorter and suddenly faded into a light cream color, and at the ends of his hands and feet, where the same color gave an appearance similar to fingerless gloves and toeless socks. The lightness and shortness of his facial fur made it obvious when he was blushing, which I always found to be charming (though he hated it with a passion). I knew that there was also a crescent moon-shaped patch of surprisingly bright orange fur on his chest, which I had seen once when I ran into him changing at the gym. At the moment, however, it was hidden under his plain blue t-shirt, which he paired with a plain pair of blue jeans. Out of the top of his t-shirt and around his neck, a large cloud of fur extended up in a feathery wreath. It was the only place that his fur significantly lengthened, and I'm still not sure why he kept it that way. I imagined it must overheat him, but the chilly northern air outside made it a practical choice for most of the year.

As I was staring at him, he startled me by throwing his head back and sighing exasperatedly. "Gacha games are the worst," he moaned. "How do I manage if I can't pull anything decent?" He laughed in spite of himself, trying to bring back a bit of his earlier cheerfulness, I think.

I laughed and shrugged. "Can't you always just restart? Those games usually give you free chances to get things when you first start to get you hooked, right?"

"Yeah," he sighed, wrinkling his snout and placing his phone on the table in front of his sofa. The cheer was gone. "But I've been playing this one so long that I would lose a lot of work. Sunken cost, I guess."

I smiled sympathetically at him, not sure how to continue the conversation, honestly, and he locked eyes with me for a moment, smiling back. He quickly looked back down at his lap and folded his arms around him protectively. His large ears twitched, and he uncrossed his legs, re-crossing them with the other leg on top this time. I looked around for a clock and, not locating one, checked my phone for the time. It was a bit past 1:00 a.m., and I realized that my being at his apartment was probably keeping him awake past when he wanted to sleep. Even if he patiently tolerated my presence, he probably still wanted some solitude to recharge.

As I was readying to stand and tell him goodbye, he stood up and stretched his arms out wide. The way he withdrew physically while sitting, I always forgot that he was fairly tall, with very long arms and legs. He pulled one of his legs up behind him to stretch it, followed by the other. His feet were bare, and I got a good look at his paw pads as they faced me. The largest on the bottom of his foot was difficult to see in the dim lighting, as its blackness simply blended in with the darkness of his fur. The ones at the ends of each of his toes were immediately apparent, however, standing in direct contrast to the lighter shade of fur that appeared there. I knew from seeing the pads on his hands during the day that they looked a little rough and leathery, and I had the nagging want to feel them myself to confirm.

He surveyed the apartment from his standing position, seemingly noting the location of the entirety of the mess. I didn't think it was possible, but his shoulders slumped even more, and his frown grew deeper. I had learned somewhere that clutter often could be a contributor to depression and anxiety, and I imagined that he was not pleased about the state of the apartment.

I stood as well, shaking out the stiffness in my legs. "Would you like some help cleaning all of this up?" I asked politely. "We kind of left a big mess."

His face softened a little at that, and he turned toward me, dropping his arms and folding his hands in front of him. "N-no. I can take care of it..." he paused. "In the morning, I think." The corners of his mouth turned up briefly, and he stepped away from the sofa to continue surveying. I noticed his ears were still twitching--stress, I guess--and his short, fluffy tail was doing the same, sticking out of the back of his jeans. As he slowly strolled around, he kept his hands locked in a death grip in front of him.

I took a step or two around the coffee table, and he reflexively took a stride in the opposite direction, facing me quickly. The visible fur on his face, arms, and legs seemed to stand on end a little, or maybe it was just extra fluffy that evening. I wanted to reach out and grab him to tell him to relax, but at that moment, I instead realized that I had never really touched him. He always kept a healthy space between himself and others, although his personality made me immediately imagine him as a hugger when I had met him.

"Are you sure? I don't mind," I tried.

"Yeah. The cleaning is cathartic," he tried to smile, but it ended up looking a little more like a grimace. "I think."

"Okay," I beamed at him, trying to share a little bit of enthusiasm. It worked insofar as he shyly smiled back. "I'll leave you alone so you can get a little sleep."

"All right," he said. "I hope you had a good time." He bowed a bit awkwardly.

I laughed, but immediately stopped myself, trying to cover it with a cough. He was trying to be hospitable. "I had a great time as always. You're a great host."

He chuckled, waving a hand dismissively, saying "I provide the room, and you all bring life to the party."

I slipped my phone in my pocket and made sure I had my wallet, and he walked me the short distance to his apartment door. "I'll see you soon," I said cheerfully. I looked at him to gauge the response, but he just turned his eyes downward. The light was better here in the entry, and I felt a little worry bubble up as I saw the absent look in his soft, grey eyes.

"See you soon," he replied.

I slipped on my shoes and opened the door, but I didn't walk through it. Instead, I turned to him and asked the correct question: "Are you all right?"

I don't think he meant to, but his answer was immediate: "No."

I shut the door immediately and looked seriously at his face. For once, he looked into my eyes and didn't immediately break eye contact. I could see that his eyes were watery, and his nose twitched lightly as he tried not to cry. He looked pitiful. He opened his mouth like he was going to speak, but his voice caught in his throat, and he shut it, putting a paw on his snout, partially covering his nose. It was something he did unconsciously when he was embarrassed. I had noticed it many times before then.

I stood, leaning against the door, waiting for him to speak. After about a minute of silence, he took a deep breath in, letting it back out slowly. "Would you mind," he said softly, "staying here a little while longer?"

I smiled, trying to appear as unthreatening and supportive as possible. "Of course I'll stay."

He smiled--a genuine smile that I wasn't used to seeing from him--and he started talking as he walked me back into his living room. "Thank you so much, I know I'm a real pain sometimes. I know I'm kind of a downer to be around, and I appreciate the way you guys always let me be there and treat me like part of the group."

I sat in a recliner and crossed my arms, trying to smile supportively while also appearing like I wasn't incredibly amused at his sudden talkativeness.

He did not sit. Instead, he paced, continuing quickly: "I know I'm not like... athletic and going hiking with you guys, and I kind of sit around playing video games instead of going out dancing on weekends with you, but you guys keep inviting me to things and don't give up, and you celebrate when I actually come out, and I love that, and it makes me feel included. I should be really happy, I'm really lucky to have friends like you and a decent job and a place to live and a car and..."

He stopped pacing for a moment and looked a little surprised with himself. He then took a breath and slowed down, standing still as he said, "I don't feel great all the time, and I'm sad even though I shouldn't be."

I considered him as he was standing there for a moment. He wasn't built like some bears, with a lot of fat or a lot of muscle. He had a bit of a belly, but overall was a bit light for his species. He was tall, but not giant. Looking at him shaking, I realized that all of that came together to make him look very fragile as a bear. I wanted to grab him and help him, but I left myself in the chair.

"You're on medication, aren't you?" I asked. "I've seen you taking pills with lunch and in the mornings sometimes."

"Yes," he replied slowly, "But sometimes it just gets like this. It's really bad even though it's 'controlled.'" He spoke the last word as if it were an impossible idea.

I shifted slightly, to which he looked shocked, as if he had just noticed that I was present. Our position was closer to the sole light source now, and I could see an intense blush over his snout and cheeks as he looked at me.

He stuttered, "B-but it always rights itself. I get better. It's just cycles. You don't have to stick around. I know it's awkward and must be dreadful for you. I'll sleep it off and be fine in the morning."

He started pacing again, placing a paw on his snout rather than intertwining his fingers this time. On his third-or-so pass, I couldn't restrain myself any more. I grabbed his free hand with a little more force than I intended, and I was thoroughly surprised when he froze in place instead of jerking away.

"Just take a breath," I said softly, trying to smile but probably grimacing as the bear had done just a bit before. "Don't worry about me. I'm here because I want to be."

He sobbed, and his light cheeks were wetted with tears that finally fell. He smiled, though, and I wondered if he had ever said that to anyone before. I wondered if anyone had ever told him that before. I rubbed his paw, trying to relax him, drawing my thumb across the large pad on his palm. It was as leathery as I expected, but it was much softer than it looked. I put on a little more pressure, massaging in a circular motion, loving the soft springiness I was feeling. To my surprise, it actually seemed to calm him down a little.

He sniffled and made another light sound that I couldn't perfectly describe--something close to a sob and a squeak combined. "That feels nice," he said softly.

I want to pause my story for just a moment and pre-empt the next bit with a disclaimer: I absolutely had no secret intentions in what I said next. I saw his reaction, and I saw an opportunity to expand what I was doing and help him. I was not trying anything untoward. Chaste, okay? That's the absolute truth.

"Sit down in front of me," I said plainly. He didn't resist; in fact, he threw himself on the floor with more enthusiasm than I think I had ever seen from him before. I had to spread my legs quickly in order to accommodate him before he broke my knees in his haste. I learned at some later time that massage was one of his favorite things. I think the stars aligned there for both of us.

I sat my hands on both of his shoulders, feeling his fur through the shirt. It was softer than I imagined, and maybe a little thicker, too. Having felt only a few bears previously and noting their very coarse fur, I was surprised. I should have expected the softness, I thought to myself as I drew my hands inward toward his neck, reaching the collar of his shirt and beyond, collecting his neck fluff and marveling that it felt every bit as light and feathery as it looked. He sat very still, but from my vantage point, I could still see his ear twitch occasionally.

From there, I slowly began kneading, feeling for the muscle beneath the fur. I didn't meet the resistance I expected from rubbing some of my more muscled friends' shoulders, but there was some muscle waiting beneath the surface. As I rubbed, I listened intently in the silence of the night for any reaction from the bear between my legs. All I heard was a gradual slowing of his breathing.

I kneaded outward until I reached bone, and then I continued a bit more, rubbing at the tops of his arms. I found the same thing to be true about his arms: there was muscle, and there was fat, but there was not as much of either as I expected of a bear.

As I worked my way back toward his neck I felt at a knot on his left side and focused on it. I didn't want to hurt him--I was doing this to help him, after all--but I didn't think through my actions before I put a lot of my weight behind a push into the muscle there and rubbed it.

His fur immediately stood on end all over his head, and his ears sprung to attention. He tensed. He gasped and said "Oh!" I pulled back my hands immediately.

"Sorry!" I almost shouted. "Did I hurt you? I'm so sorry!"

He panted, bringing a paw up to the offending spot on his shoulder and touching it lightly. "N-n-no," he stuttered, sounding breathless, "It felt really good... Deeper massages feel better..." He spoke softly, and his ears twitched violently. I could hear in his voice that he thought this was embarrassing to say out loud, but I felt great knowing I hadn't made things worse.

"That's fine," I reassured him, "I totally agree with you." I put my hands back on his shoulders and kneaded through the shirt, far more vigorously this time. Again, his breathing began to slow, and we fell into silence.

I moved my hands to the base of his neck, trying my best to get to the skin beneath the cloud of fur. As I began to rub from the bottom of his neck to the top, working my thumbs deep into the muscle, he started to make light sounds. It was almost imperceptible, and had there been any ambient noise already, I think I would have missed it.

"Mm..."

For the first time, I felt like he was really enjoying what I was doing.

I rubbed slowly, drawing my thumbs in small circles all the way up his neck to the base of his skull and back down. I savored the softness of his fur. I started back on his shoulders, feeling carefully for the knots that were still present, but the fabric of his shirt made it difficult to accurately identify them. The bear beneath me seemingly read my mind.

"Hold on," he said, so softly that I wasn't sure that it actually happened for a moment. He pulled away from me and gripped the bottom of his t-shirt, pulling it off in one swift motion.

I was completely dumbstruck. Despite being fairly underweight (both muscle-wise and fat-wise) for a bear, he had never willingly removed his shirt in my presence. Once, a small group of friends had gone to a concert out of town, and the bear had reluctantly come along. After the concert, they stayed at a hotel with an indoor pool, so they went swimming, and the bear refused to swim because (as he confided in me later) he was embarrassed about his 'tummy.'

"Continue, please?" He said, loud enough to break me out of my thoughts. I immediately returned my hands to his shoulders and began kneading. It was easier without the shirt, and it was easier without neck fluff to get in the way. I found knots and worked at them, eliciting more small sounds from the bear. It seemed like all of the stress had really melted away beneath my fingers, as cliché as that sounds. His ears were still.

I was happy to be there with my friend, helping him in his mental crisis. I didn't get to spend much one-on-one time with him really, but... somehow sitting here, I felt like I knew him more intimately than I should have, given the few months I had really known him. Maybe the feeling of intimacy was just a product his fur on my fingers. I began to really enjoy the feel of his fur on my fingers.

After some time, I pulled my hands away to crack my knuckles and shake them out, as they were getting a little sore from the force I was putting into my rubbing. At that time, I swear he let out a little whine. I felt almost guilty to have stopped at all.

He rolled his neck, eliciting a couple of loud pops, and he rubbed at both shoulders, rolling them as well. "Thank you so much," he said, with none of the earlier sadness seeping into his voice. "You're so great to me."

I let out a breath I didn't realize I was holding in. "You're welcome to it any time," I promised.

"Don't make promises you'll regret later," he laughed. It was a sincere laugh that he didn't give often enough. It sounded downright melodic after the previous depression.

He stood up slowly and turned around to look at me, crossing his arms across his stomach in an attempt to hide it from me. I could clearly see the bright orange crescent on his chest now, and since I had a moment to study it, I noticed that the center had an extra bit cut out of it, like someone had taken a well-rounded bite. It made it look unnatural, and I wondered briefly if it was actually dyed and styled rather than natural.

I looked up at his face, and his mood had fallen a little. I knew that the shoulder rubs wouldn't magically cure his depression, but I had hoped the effects would last a little longer than that.

"Hey," he mumbled, "It's a really weird question, but would you mind staying here with me tonight since it's a weekend?"

I don't know that I've ever been more shocked by a question. I think I sat there with my mouth open for an awkward amount of time, because he continued:

"You don't have to like, talk to me or anything. I could pay you for your time?" He sped up his talking, a deep blush spreading across his face. "I mean, like, I don't want to inconvenience you if you have somewhere to be. I totally understand. It's just that you're making me feel better, and I don't want to seem like I'm using you to make me feel better, but it's true that you make me feel better."

I was still too stunned to speak.

He put his paw over his snout now, muffling his voice a little. His ears twitched in high gear. "And, um, it could be a good night's sleep for you! I know you complained about your bed being old, and mine is pretty new and really comfortable. I have an air mattress, and I can sleep next to the bed, really just having you there I think would help a little bit, and I'm sure to be better in the morning mentally."

I finally snapped out of it and held my hands up. "Slow it on down," I implored the bear. "I'm happy to stay the night with you if it'll help. You don't have to pay me or anything silly like that."

His eyes sparkled with new moisture, and I was worried he was going to cry again, but he kept it together well.

"Let's go lie down," I suggested. He nodded, grinning.

He flipped off the lights, leaving a dim hall light on for navigation, and led me to the back of his apartment to his bedroom. I had never been to his bedroom or even seen the inside, as the door was always closed when I visited. He opened the door, mumbling something about pardoning the mess inside.

His room was larger than I expected for an apartment in the area, but its contents made it feel a little cramped anyway. Overall, it was sparsely decorated, with only one small painting of a flower hanging on a wall. In one corner there was a large dresser with a mirror attached, which had various folded shirts sitting on it, along with a wallet and keys. There was also a night stand and a laundry hamper--basic stuff. I chuckled a little seeing that, despite his immaculate preparation for guests, there was still a pile of underwear, socks, shirts, and such lying around the hamper. I looked away quickly when he caught me staring at it. I'm sure it stressed him out a little.

The rest of the room was taken up by a monstrous King-sized bed. I was only vaguely aware that apartments could even hold such large beds, as I had been sleeping on a Full-sized bed for years. As I stared at it, the bear opened his closet and reached to the top to pull down a box containing a small air mattress and an electric air pump.

"Dude," I laughed, "What in the world are you doing? Your bed is massive; you don't need to break out an air mattress."

He looked flustered, stumbling over his words before settling on, "Are you sure you don't think that's weird?"

I smiled, "Even if I were feeling weird about it, honestly we could lie on opposite sides of the bed and be in different ZIP codes."

He laughed and reached up to replace the air mattress in his closet. "I guess you're right."

He turned on the lamp on his night stand, turned off the bedroom and hall lights, and closed the door to the hallway. We both stood in silence for just a moment, and I became aware that it was what is more or less the most awkward part about sleeping over with someone new.

"Um," he began, wringing his hands, "So I have extra pajamas if you're a pajama person, but," he looked me up and down appraisingly, "I'm not 100% sure that they'll fit you."

I smiled and rubbed the back of my head awkwardly. "Uh, I honestly don't usually wear anything to bed, so I'm good in just underwear if you're not freaked out by that."

"Oh good," he seemed relieved. "Me, too. That makes me feel better. I tend to get too hot otherwise."

We laughed together, and we paused again, both waiting for the other to actually disrobe. I went ahead and pulled off my shirt to make him a little more at ease, setting it down next to the bed, safely away from the hamper. His eyes wandered up and down my torso for a moment before he seemed to breathe easier and unbuttoned and unzipped his jeans, stepping out of them gracefully and kicking them toward the hamper. He stood there with his blue boxers hugging the fur on his thighs, crossing his hands in front of his groin, blushing furiously and twitching his ears.

I followed suit, dropping my pants and setting them with my shirt. I wasn't thinking too hard about what I was wearing underneath, but I silently thanked the Earlier Me that I decided to wear underwear today.

We stood again in silence, each of us making it more awkward by trying to make it not awkward. I tried to break the silence by throwing myself onto the bed and rolling to the side bordering a wall, but I was immediately struck speechless by how comfortable the bed was. It wasn't too soft, but I felt like I was sinking into it a little. It was just firm enough to provide support but not firm enough to cause pain. I felt like I could fall asleep immediately. The very faint scent of lavender suddenly surrounded me. I was paralyzed.

My surprise must have shown, because I heard a giggle come from the bear still standing next to the bed. "It's good, right?" He smiled. I could only nod in response.

He lay down on the other side of the bed and opened his night stand, withdrawing a medicine bottle and dropping a pill into his hand. Poor bear, having to take all that medication at such a young age. But better than dealing with whatever demons haunted him without the help. He swallowed it with an audible gulp. He closed the night stand and then did something to produce a small 'click', followed by him asking, "Does your phone need to charge, too?"

"Oh yeah, thanks," I said, turning my head toward him but refusing to move my body from my position on my back. "If you have an extra charger, my phone's down in my pants."

He smiled at me and leaned off the side of the bed to rummage through my pockets and produce my phone. I looked directly at his rear, since he was kindly pointing it toward me, and was a little surprised to find no cream color on the underside of his tail. The hole cut for his tail was a little too big, so I caught a glimpse of something nice through the hole. I quickly looked away before either he pulled himself back up on the bed or I got excited enough to notice. I reminded myself I was here to support him, not to pursue him.

After a moment, he pulled himself back up with a grunt and plugged in my phone with an extra charger that materialized from his night stand. He flipped over onto his back, putting his head back on his pillow and sighing. I smiled over at him, looking at his body while he was relaxing. He did have a bit of a belly, or at least I could see why he thought he did. But as he was stretching out on his back, it barely showed. I should invite him to the gym with me more often to encourage both of us to go and help him meet whatever his goals are, I thought. I scanned over the bulge in his boxers with some interest, but to avoid causing any suspicion with my own package, I moved down to his thighs. He never wore pants short enough for me to admire his thighs, but they seemed thick and strong. Maybe disproportionately muscular for the rest of his body, or maybe just thick. I wasn't sure.

Without opening his eyes, he reached over and flipped off his lamp, plunging the room into complete darkness. Despite the fact that his window was open, no light filtered in from the moonless night, and his window faced away from the rest of the apartment complex. I tried to convince my eyes to adjust, but I had no luck. As I was focusing on this, I noticed movement in the bed from the bear. I kept silent for a few moments before finally speaking:

"What're you doing over there?"

"Oh," he laughed nervously, "I'm stretching my legs and rubbing them. As if I don't have enough issues, I have restless legs, and it can make me have nightmares and stuff." He shifted more in the darkness. "This and that pill I took help me fall asleep and not have bad dreams, you know?"

I imagined the bear stretching his legs and rubbing at them, and what came to mind was something close to contortion. I accidentally let loose a laugh while picturing this, and an angry huff came from beside me.

"What's so funny?" He demanded.

"I was just, uh..." I stalled, trying to figure out a way to put it without sounding like I was making fun of him. "I was thinking about you lying there stretching your legs and how it must look ridiculous." I was accidentally honest with it instead.

"Oh fuck off," he growled. I was afraid he was actually angry with me for a moment, before he added, "I'm sure it does look stupid. I tactically turned off the light and made sure it was dark in here just for this occasion."

We laughed together, and I was glad that he took it as a joke. We fell into silence again, but he kept shifting next to me. He panted a little with exertion, and I felt kind of sorry for him having to do this just to fall asleep. I'd fought insomnia plenty of times, but I couldn't imagine having to go through such a ritual every night.

"Anything I can do to help?" I ventured gently.

He was silent and still for a moment, before chuckling nervously. "I guess you could massage my lower leg? That's where it bothers me the most, but--"

I cut him off before he could start worrying too much about justifying why I didn't need to know how to do it. I sat up on the bed and reached over, placing my hand where I thought his calf would be, but misjudging it due to his height and instead firmly placing my hand on his thigh. He froze, drawing in a shocked breath, and I withdrew my hand, apologizing.

"Sorry. You need to flip over if I'm gonna rub your lower leg, big guy."

He mumbled something before shifting next to me, adding simply, "'Kay."

This time, I aimed better, feeling in the darkness and placing my hand on his calf. I pressed at it lightly, impressed that it was more muscled than I expected given his arms and shoulders. It still had a healthy amount of cushion on it, but his walking to work definitely showed. I positioned myself on my knees on the bed next to him, and began pushing on his calf with my palms, kneading with more force than I would normally start with, given his previous preference for a strong massage. He rewarded me with a gasp and what I would almost call a moan.

"You okay?" I asked, amused, not stopping my rubbing.

He responded by stuttering out a "Y-yeah, it's good."

Pleased, I continued my work. Working on his calf, I just used my palms rather than hitting specific points with my thumbs. Partially, I thought this would be preferable, but mostly my fingers were still tired from working on his shoulders and neck just before. I was hardly a professional masseuse, and I didn't have the fortitude to keep going for a marathon. He didn't seem to mind, continuing to make the small sounds I enjoyed while working on his shoulders before.

"Could I have a little light, now that you're not stretching?" I asked, wanting to actually have an idea of what I was doing.

Never lifting his head, he responded by reaching over and swiping a motion on his phone, activating its flashlight. He flipped the phone over, allowing the flashlight to cast a dim, pale light over the room. As my eyes adjusted, I could make out shapes in the darkness. It wasn't much, but...

"Does that work?" he asked, muffled. I looked to his head and saw that it was buried in his arms.

I patted his calf and responded, "It'll do."

I resumed working in the silence, listening to the bear's little sounds of pleasure, moving to his other leg after some time on the first one (to which I received a small sound of disappointment--I think he could literally spend every second being massaged and be okay). Working with my palms was much easier than working with my fingers, and I was able to apply a little more pressure. Every once in a while, he would let out a louder moan, which he would immediately stifle. I found myself trying to find exactly the right places to elicit that sound, but he did a good job resisting.

After his calves, I moved down to his feet. In perfect proportion with the rest of his body, they were large. I rubbed gently over the pad on the sole of his foot, followed by the pad on each individual toe, pressing on each one to feel that wonderful softness and springiness. The bear squirmed a little in place, but he remained quiet and did not object.

Now that my thumbs had some time to rest, I set them to work kneading vigorously into the muscle of his foot, focusing particularly on a knot on the inner part of the middle of his sole. He stayed quiet during this time, save for the same occasional low sound he had been releasing the whole night. The relative quiet as I worked over one foot and then the other made me think that maybe his feet (or maybe bear feet in general... this was the first I had played with them) were just less sensitive than the rest of him. Actually, now that I'm writing this, maybe I just spent too much time playing with his paw pads to give him a really good foot massage. It was nice of him to put up with that.

Without thinking, after spending time on his second foot, I moved up to the back of his thigh. He tensed and let out another surprised sound, but quickly relaxed and did not protest in the least. I began kneading at his upper leg with my palms, feeling the thickness and rubbing deep to the muscle. At one point, I curiously wrapped both of my hands around his thigh and was unable to make my fingers touch, giving me a little bit of an idea of how thick it really was.

I moved to his other thigh, but after a little time, I noticed he had grown quiet. "Still doing okay?" I asked, removing my hands from his leg.

He lifted his head out of his arms long enough to ask, "Are you mad that I'm making you massage me?"

Again he took me completely by surprise. "What are you talking about?" I laughed a lot louder than I meant to, and the bear next to me tensed. "You're not making me do anything."

He shook gently, and when he spoke again, it was clear that he was trying not to let sobs seep into his speech. "I-I shouldn't be this needy, I'm so sorry." He paused, sniffling and lifting his head off his arms to speak more clearly. "You're being so n-nice staying here with me and I'm just treating you like a servant."

I sighed, exasperated. "You're worrying about nothing, man." I reached up, aiming my hand with some difficulty in the darkness, and set my palm on top of his head, between his ears. I stroked and scratched gently from the top of his head to behind his ears all the way down into his neck fluff. "You're not gonna make me do anything I want to do. I'm here because I like you and I'm your friend. I'm here to help you and support you no matter what, all right?"

He responded well to this, calming down and pushing back into my hand, urging me to pet him more. I did get a little irked at his mood swings and insecurity, but that was unfair of me and the feeling passed quickly. I had told him the truth. I was there to support him.

"All right," he said. "I'm sorry."

At that point, I flipped myself on top of him, sitting myself on his plush bottom and straddling him with my legs. "Don't apologize. You're fine." I put my hands forcefully on his lower back and kneaded on either side of his spine, digging into the muscle. The bear had already begun to apologize again for apologizing, but this cut his speech off into a loud moan before he could control himself. I felt giddy about that and had to remind myself that my package was resting squarely between the bear's cheeks and that he would feel any change there immediately. I picked the wrong position.

He didn't make it easy, either. The bear beneath me squirmed as I worked my way up his back, rubbing and pressing into his muscle and pudge. It seemed like his back was his weak point for massaging--he was having a lot more trouble controlling his little moans, as well. Or maybe I just wore him down by that point. I had to take myself someplace else in my mind, because if I stayed there, I don't think I could have kept myself under control. I did this to myself, I guess.

My hands finally began to cramp, and I took that as a cue to dismount the bear, flopping myself onto my back next to him, my hand coming to a rest against his thigh. Any semblance of resistance to being touched had long since faded away at this point, and he showed no reaction to my hand. Instead, he also flipped over, throwing his hands over his head around the pillow. Again, his thigh ended up against my hand, and I automatically brushed back against it, enjoying the feeling of the soft fur against me.

"Thank you," he said, sounding absolutely contented. "I feel so relaxed now."

"How else may I serve you, master bear?" I joked, putting on a fake accent and bowing as well as I could toward him while still lying down. He hadn't turned off his phone's light, so I looked over his outline in the darkness. Immediately after sitting atop him and getting the reaction I was getting from him, my eyes were drawn downward to see how he 'reacted' to my treatment. I was surprised...

...to find nothing. No reaction in his boxers whatsoever, as far as I could see in the darkness. On the one hand, I was glad--it probably meant he hadn't noticed the stirring in my own loins as he wriggled against me while I sat atop him. On the other hand, with all his moaning and moving, somewhere inside me, I hoped that he would at least be like... half-mast. I know we had discussed his sexuality at some point in the past and that he was into guys, but... maybe he just wasn't into me, I thought. Not that it was my intent to get him into me with all this. I was being serious; I had only chaste intent with my night.

As I thought this, he sat in silence. Finally, he shot back with, "Well, Jeeves, you can rub my belly and tell me I'm pretty."

We laughed together, and I took my hand from next to his thigh and placed it onto his stomach. He immediately went stiff and took in a deep breath, contracting his belly away from my hand. I'm not sure if he was really surprised that I took him at his word and went for it or if he was trying to make himself thinner than he was. Either way, it was adorable. As I looked up, I saw that one of his hands had also jumped immediately to his snout, partially covering his nose. Even in the darkness, I could make out the lighter patch of fur around his face, now obscured by that hand.

I left my hand still on his stomach, waiting for him to resume his normal breathing. It took a few minutes, but slowly, the bear let his belly return to its normal condition and began breathing regularly. I took the opportunity to press my hand into his fur a little deeper, gently dragging my fingers across his pudge and feeling him. Unlike the other parts of his body, I did not immediately feel any muscle beneath the fur and fat--it seemed as if none of his workouts included his core. The bear patiently let me play with him, breathing deeply in what I think was an attempt to keep himself calm.

"Is this all right?" I whispered to him, withdrawing my hand from his stomach. He turned his head toward me questioningly as I repositioned, using that arm to prop my head up as I instead sat my other hand on his stomach and resumed my idle grabbing.

I think he struggled with that question a little, his dark eyes darting over my face, trying to figure me out in the darkness. He never let anyone see his stomach regularly, much less touch it like this. I'm sure it was difficult to come to a yes-or-no answer to that, but he settled on one:

"Y-y-yeah," he whispered back to me. "This is fine."

"I'm here for you," I said to him, adjusting myself so that my face was closer to his and so that my hand could more easily roam his belly. "You're a good friend. You're a wonderful person to be around. You're just a great bear. I'm glad I've met you." I stopped just rubbing my hand in one place and began to let it lazily trail in zigzags across his stomach. His breathing quickened a little as I did that.

"And for all your worry, you really don't have to worry about looking pretty." I smiled, although I'm not sure he could see it in the darkness. "You don't need me to tell you, but you are a very handsome bear. You're beautiful." I drew my fingers up to his chest and outlined his crescent, which I could see even in the low light, as it contrasted so vividly with the rest of his fur. After a few times around, I lay my hand flat against his chest. His heart pumped furiously, beating almost violently against my hand.

"Y-you don't actually have to r-rub me or tell me I'm p-pretty," he stuttered, his voice breaking a few times as he tried to complete the simple sentence. "I know I'm g-gross. I w-was just m-making a joke."

I gently laughed, not taking my eyes away from his face, trying to even make out a blush despite the lack of light. If nothing else, I was sure I could hear the blood rushing to his cheeks already. "I don't HAVE to do anything, but if it helps you for me to say what I'm already thinking, I want to do it." I brought my hand back down to his stomach and began petting it lightly, fluffing the fur one way and then the other.

"I'm not going to be able to cure you with this or even give you any lasting relief, but if I can make you feel better for just a few minutes by doing something as simple as this," I dragged my fingers more forcefully through his fur to illustrate my point, eliciting a gasp, "I can't imagine a better use of my time. I'll take care of you."

A strained sound left his throat, and I thought for a moment that he would start crying again. Instead, it turned into a very quiet laugh. The hand farther from me never left his snout (although from this side of him, he wasn't doing a very good job hiding himself), but his free hand moved from above his head to the top of my head. I felt him rub me gently at first, with just his paw pads dragging across my head, soothing me. He had a bigger hand than I had realized. It felt strong and secure, completely unlike the fragile bear lying next to me. He swapped instead to dragging his claws across where he was rubbing, causing me to involuntarily shiver. His claws were dull, probably filed, but they still gave me a pin-prick sensation all over.

"All right," he said, sounding completely unconvinced in what he was saying, "Take care of me."

He stopped scratching my head and instead placed his paw on the back of my neck. I took the opportunity to scoot closer to him, placing my body up against his side and burying my face in his neck fluff, laying my head against his pillow. It didn't tickle as much as I expected it to; actually, if it hadn't been for the intense warmth I felt, I don't know that I would have realized it was there. I also don't know exactly what I expected him to smell like, but the faint musk that I detected was mixed in perfect proportion with the lavender from the bedspread. Or maybe a lavender body soap. Now that I was no longer propping my head up, I snaked my arm under the bear's neck, letting my hand come to rest on his upper arm. My other hand moved to the other side of his stomach, and I pulled him into a tight hug.

"I'll take care of you," I repeated into his neck, ending my hug and returning my hand to rub along his stomach. "I'm so sad that you are so self-conscious about your tummy. I adore it. It's not big, you know. You can work on it, if you want, but it's really just... great." I felt the rumble of a laugh in his throat, but he didn't open his mouth to release it. I considered it a victory that he didn't immediately dismiss my words.

I removed my hand from under his neck and propped myself up again, taking my free hand to feel the arm ending with the paw on my neck. I rubbed at his upper arm, lightly massaging it. "Your arms are nice. Not overly strong. Not like they're going to break someone. Just like they could hold someone and keep them safe and warm. They're perfect."

I dropped the hand from his arm to his upper thigh and lightly rubbed the outside of his leg, just below where his boxers ended. "You have strong, thick legs. I can't believe that anyone would look at your legs and not think that they're perfect, too." I rubbed from the outside of his leg slowly across the front and then to the inside of his thigh, brushing my thumb along the fur standing up from his boxers pushing on it. "And your fur is so soft... It's really ideal. You're like a sweet, walking pillow... in only the best ways."

His hand fell off the back of my neck, hitting the pillow under my head. I thought perhaps that I had soothed or bored him to sleep, but as I held still and listened, I could hear him breathing unevenly. I looked up and could still see that paw on the side of his snout.

I lay my head back on the pillow and snuggled again into his neck, forcing his neck fluff under my head to serve as an extra pillow. I returned my hand to his belly and began rubbing again. "All of us think you're wonderful. I think it's time we started repeating it until you believe it." He let out a louder breath that bordered on a sigh. I continued, "I'll just remind you every time I see you now. I'll take care of you."

I let my hand become still, just burying it in his belly fur, and I let myself focus only on his breathing. It was heavier than I expected it to be, and it was a little irregular. It was different than his earlier heavy breathing when I was massaging him, but I couldn't place exactly why. He must have been calmer then. I could definitely hear the pulsing of his blood in his neck as his heart continued to race.

I was brought back to the moment as he placed his snout gently onto my head, making me feel completely sheltered. In this position, his breathing and his pulse were even louder to me. I could feel the rumble in his throat clearly as he questioned, "You'll take care of me?"

I almost reached up and took a swing at him in response to that, but some level of curiosity made me wonder why he was still questioning this. Simply, I asked him, "Why are you still questioning that?" I added, "I will take care of you."

He shifted a little, taking his arm out from behind me and returning it to its place above his head, brushing against the headboard of his bed. Startled a bit by this, I sat up. His other paw remained stationed firmly on his snout. I couldn't see any shine from his eyes, so they seemed to be shut tightly. He took an unsteady breath and spoke again, "Okay."

I studied his face (or the outline of his face, at least) in the ensuing silence. His breathing remained a little unsteady, but it seemed to slow a little bit. His grip loosened on his snout, and I could almost see what looked like his full nose for the first time in a while. I sat still for another minute looking at him, and I started to believe that he fell asleep, when he slowly opened his eyes and glanced over at me. He spoke without a hint of stutter or uncertainty in his voice: "Take care of me, okay?"

I looked at him questioningly. The question wasn't the same as the one he had just asked. Or it wasn't a question really at all. More like a request. I thought on it, but as he closed his eyes again, he repositioned himself a little, which made me realize that I had never stopped rubbing his stomach. I looked down at my hand and flexed it a little, barely visible against the backdrop of his belly fur. My eyes scanned slowly over the rest of his body, considering him, and the strained fabric of his boxers answered my questions about what the bear was really requesting.

"Okay," I responded carefully, laying my head back on the pillow and nestling again against his neck. I resumed my rubbing against his belly again, but with every zigzag through his fur, I allowed my hand to drop lower on his torso. Before too many repetitions, I found my hand at the base of his stomach where his fur was standing up as it was displaced by the waistband of his boxers. I slipped my thumb under the waistband, causing him to tense a little, but I only smoothed down the fur so it simply disappeared under the boxers instead of being disturbed.

I lifted my hand slowly and moved it down. Almost immediately I collided with fabric again, and again the bear tensed and relaxed. I gripped the object hidden beneath the cloth and rubbed a thumb over the tip, feeling the cloth grow damp against my digit. I released the length, and he released a breath he had started holding at some point. I rubbed along the outside of the garment until I found the button on the front and, with a little effort, undid it, opening the hole and sliding the boxers down around the protuberance, allowing his bearhood to greet the evening air. As it sprung free, almost as if it were perfectly timed, the light of the phone timed out and the room was plunged into absolute darkness once again. I was a little heartbroken, but I think that the disappearance of light made him a little more at ease. I was here to take care of him.

I very lightly wrapped my hand around his length, feeling it up and down, gauging its size in my hand, memorizing its shape and its texture. I returned to the tip and gathered a little moisture, which I dragged down the underside of his length with my pointer finger. He released a ragged breath that spurred me on, and I gripped him firmly. He pulsed in my hand, and his body tensed against mine. To be honest, for his body size, for a bear, he was probably very average. But it was plenty for me to stroke up and down, plenty to wrap my hand around, and, most importantly, I don't think it could have fit him any better.

I sat up from my position so that I could have full use of both of my hands, and lay the newly-freed hand on his stomach to rub idly. I dropped my hand to the base of his length and squeezed, slowly moving up toward the tip. Once to the top, I moved my hand from his belly and rubbed its thumb along his tip and gathered a healthy amount of the freshly-milked liquid.

I went back to lightly stroking him as I took the hand with his pre-cum to his face and lightly dragged my pointer finger along the outside of his mouth. He took the hint quickly and opened up slightly, allowing me to slip my thumb inside his mouth and allow him to taste himself. He gently closed his mouth around my thumb and surprised me with how lightly yet eagerly he assaulted my thumb with his thick tongue and sucked on it. My other hand shook with how hard his length was pulsing. When he stopped, I withdrew my thumb and lightly, fondly rubbed along the side of his snout. I tentatively rubbed the other side of his snout as well and was surprised to find his paw was no longer locked there in a death grip. I leaned over him and rubbed down his arm, finding his hand instead nestled in the bedsheets, seeming like he was now gripping those instead.

I returned to his bearhood, still tracing up and down it with the lightest grip I could muster. I took a break to wordlessly hook my thumbs under the waistband of his boxers and tug on them. He put up no resistance, lifting his butt from the bed immediately and allowing me to slide the undergarments down his legs. As I pulled them beyond his pelvis and down his legs, I registered the dull thud of his length springing back against his torso after being pulled down with the boxers. I really wished I could have seen it, but I told myself there would be time for that someday in the future.

Once the offending fabric was removed and he was simply fur from head to toe, I came to his now-exposed balls. I gently tested lifting them and rolling them around in my hands. If he lacked at all in his shaft, he more than made up down here. I could only imagine what kind of fire hose display was waiting for me, and I got more disgruntled that I wasn't going to be able to see it.

I settled into a rhythm, lightly, teasingly stroking his length with my dominant hand while fondling his orbs with the other. He began to squirm now, letting out whines and small moans that were far more heated than the ones I had heard earlier. If I had heard these sounds earlier, I guarantee I couldn't have stayed on my perch on his rump without accidentally hot-dogging him. This thought made me suddenly realize a terrible ache I had as my own rod begged to be released from my underwear. I ignored it for the moment, focusing instead on my task.

His whining increased in frequency along with his moans, and I began to wonder if he'd ever been teased like this before. He was certainly acting like he just wanted me to grab him and start stroking him to completion, but I had promised to take care of him, and that wasn't the playbook I was following. I meanly confirmed my suspicion by removing my hands completely and holding them instead just a finger's length from his package. Sure enough, he whined pitifully and the hand he was holding against his headboard came down to stroke himself. I intercepted him and slapped the hand away, saying in a very low voice, "I told you I'm going to take care of you." I immediately returned my hand to his length and gave it a firm squeeze, which surprised him enough that he couldn't stop himself from a deep moan. It surprised me how loud it was, and I worried for a moment that one of his neighbors would be woken up by it. A throbbing in my own groin told me that it was far more important to draw out that sound again than to worry about neighbors complaining.

He let out something between a whine and a laugh, and I heard the paw I slapped away land behind me on the bed. I heard a shift in the sheets as his other paw gripped them tightly and relaxed. More than anything, I felt incredibly lucky to see how expressive the bear was being. With how reserved he normally was, it was like seeing a cryptid, except rarer.

As I continued to lightly tease his cock and balls, I considered my options to get some more noise out of him. I came to a decision without having to dwell too long on it, and I moved myself to be between his legs, still on my knees. I used this position to get a new angle on my teasing, and I repeated my earlier motion of milking out pre-cum, gathering some on the thumb of one hand. I collected more on the fingers of my other hand... it was lucky that he was such a leaky bear.

As I palmed his orbs lightly, I brought my wet thumb to his mouth, and he readily opened to taste himself. As he closed his mouth around my finger and suckled, I rubbed my face against his and murmured, "Sweet bear." He responded with a light growl of satisfaction. At the same time, I slipped my slick fingers down beneath his balls and found my next target. I toyed lightly with the outside of his tailhole, spreading the bear's own pre-cum as lubricant. He opened his maw and moaned loudly at the sensation, which gave me the opportunity to return my hand to his tip and collect more of his leaking fluids, which I promptly stuck back in his mouth to silence him. He gladly took my thumb as a pacifier, but as I continued toying with his hole, he continued moaning, vibrating through my finger all the way to my groin, or so it felt.

I felt like he certainly expected what I was going to do next, but I wanted to hear him say that he was okay with it. I'm not sure if I really wanted to confirm what I felt was implied consent at that moment, if I wanted to make sure he was clean, or if I just thought it would turn me on to ask, but I removed my finger from his mouth and whispered next to his face, "Is this okay?"

He caught his breath and responded, "Y-yes."

"Do you want this?"

Without hesitation, he answered, "Please."

With my finger already in position, it was easy to answer his request by applying pressure to his entrance, and I was pleased to find that the bear's previous leaking had made it easy for him to open around me. I expected some fanfare of moans in reaction to my entry, but he was completely quiet, shifting lightly. From the sound, I expected that he had moved his paw straight back to his snout to censor himself, which I didn't appreciate. If I was going to take care of him, he should show more gratitude... by being more vocal. I wasn't thinking clearly, all right?

Despite my impatience, I worked my finger very slowly into him, giving him time to adjust to it as I went along. From the tightness I felt, I figured that he didn't do this on a regular basis, so I wanted to ensure he wasn't in pain. Before long, though, I had run out of finger to insert into him, and I paused to listen to his reaction. In the quiet that followed, I could hear the bear's slow, heavy breathing, and I swore I could hear the beating of his heart in time with the pulsing I felt around my digit.

I withdrew my finger until it was only barely inside before I slowly replaced it, and at the same time, I began to again very lightly tease his bearhood, which I found to be coated with a fresh helping of pre-cum. I spread it around as lubricant on his cock before taking some of the excess and applying it to aid in my fingering. As I returned to his length, I gave it a couple of firm strokes with its new lubricant before continuing with my teasing.

The wet sounds from my stroking and the bear's soft whimpers were music to my ears, but I still wanted something more from him. I timed my next move perfectly, positioning the hand on his dick all the way at the base and withdrew my finger from his ass. He shifted some, I assume in impatience for me to resume, so I vigorously reinserted my digit, aiming with precision to apply sudden pressure to his prostate. At the same time, I gripped his length tightly with my other hand and slowly drew it toward his tip.

"AH!" the bear shouted, before muffling himself as best he could; however, there was no mistaking the sounds of his moaning coming from his closed mouth. I loved it.

I noticed immediately a fresh splash of liquid on my hand, and I worried that I had accidentally brought him to climax far sooner than I intended. He didn't react with too much sensitivity to a few more cursory strokes, so I calmed myself, realizing it was just a torrent of pre-cum that had come from the stimulation. I smeared some of it on the fingers of my other hand to continue my lubrication, but my hand was still absolutely soaked in the stuff. I noticed at that time that a musky, spiced smell had begun to overpower the lavender from the bedspread.

I drew my hand near his face and leaned in close, listening to him give the air a small sniff to identify exactly what was happening. He must have stopped holding his mouth closed, because I suddenly heard him resume his earlier labored breathing as loud as it had ever been. He knew what I was going for.

"You made a mess of my hand," I muttered, "So you'll clean it up for me, right?"

I brought my hand closer and bumped lightly against his nose, transferring some of the wetness to him. He quickly opened his mouth and began bathing my hand with his tongue, hungrily taking the musky substance from me. I turned my hand slowly to allow him to access both sides, and I was surprised when his large paw wrapped around my wrist and positioned my hand so that he could begin to suckle each of my digits in turn.

A few moments later, he trailed his hand away from my wrist, up my arm, and to the back of my neck. "What a good bear," I crooned. "I think--"

He didn't care what I thought. His grip on the back of my neck tightened, and he pulled my head toward him in a swift, powerful motion. I had to use both of my hands to catch my balance on the bed so that I wouldn't smash my head into his. He interlocked his mouth with mine, and I felt his tongue roughly invade. He had been kind enough to save me some of the food I had been feeding him, as a salty, slightly sweet taste spread across my taste buds. I could tell his tongue was longer and thicker than I had envisioned, and my mind reeled with the different scenarios that muscle could star in. After my surprise faded, I began to press my tongue back into his, allowing them to dance back and forth as we were locked in that kiss.

I began to run short on breath, so I pulled away, gasping for air as I did. Our faces stayed close, both of us panting loudly, and he whispered indignantly, "Don't patronize me." Something in his voice told me he wasn't offended.

"Poor bear... I'm just bullying you, aren't I?" I had both of my hands free for a moment, so I repositioned myself, sitting lightly on his stomach, straddling him with my knees on either side. As I settled myself, I felt his length slap against the rear of my undergarments, and I smiled. With one hand, I reached back, lightly collecting more lubricant from his endless fountain before moving down beneath his balls to his waiting entrance, lightly placing rubbing around it, spreading more wetness. With my other hand, I reached slowly to his night stand, trying not to draw attention to myself. I located my phone and held my thumb against a button beneath the volume controls.

Fortunately, he was too focused on the sensation around his hole to pay any attention to where I was leaning. I repositioned the leg farther from the night stand, pinning the wrist on that side between in the crook of my knee. He didn't object to this, either. "Maybe I should be a little nicer to you," I teased.

"Yeah, maybe you--" He started to speak, but stopped himself as he suddenly noticed the awkward way I was sitting. Before he could ask, I double-clicked the button on the side of my phone, activating my phone's flashlight and bathing the room in a soft white light. The light was brighter than the one that his phone produced earlier, and I could far more easily make out his facial features. It was exactly what I hoped for.

"Wait, why are yoOOOOH!" He attempted to question me but interrupted himself with a bellowing moan as I quickly hilted two fingers in him, sliding them in easily with all of the preparation of the night's events. I studied his expression, taking in the way every shadow danced as he twisted his face from wide-eyed surprise to open-mouthed pleasure. He closed his eyes and attempted to bring his paws up to do some combination of hiding his face and stifling his vocalizations.

I wasn't having any of that. I tightened my leg's grip on the hand that I had pinned, ensuring that it wasn't going to move. With my other hand, using the new light in the room, I intercepted his other paw, intertwining our fingers and refusing to allow him to pull away to his mouth. I struggled a little to maintain my balance in such an awkward position, but fortunately, he did not struggle against me for any real length of time. A few moments later, he let his arms go slack against the bed, conceding the battle to me. I tested his willfulness a little by moving my fingers inside of him, brushing against his deepest parts, but he did not attempt to fight me. He simply clamped his mouth shut as best he could.

We held that position for a solid minute, and he slowly opened his eyes. In the stillness, I surveyed the scene: in the newly-added light, I could see that the light patch on his face was stained with a darker streak across his snout and cheeks as blood rushed to those areas in his embarrassment. One of his ears twitched in rapid bursts. I could see his eyes questioning me, glistening a little as he looked me up and down. His eyes lingered below for a moment before returning to meet my gaze again. I could see his nose twitch as he began to look more sure of himself. He started to smile, darting his eyes up and down me again.

I followed his gaze down and saw what he kept glancing at. My underwear looked like they were ready to rip with how violently my own length was pushing them out, pulsing in time with my heartbeats. I regretted my decision with the light at that point. Even in the shadows, it was easy to see that the garment was drenched with my own leaking.

"You're here to take care of me, huh?" He giggled. He shifted slightly, and I realized my fingers were still inside him. I removed them, pushing myself off of the bear and moving down to sit on my knees between his splayed legs.

"I meant what I said!" I growled, my face burning. His teasing was suddenly getting to me. He moved one of his unpinned arms back to its original position above his head, resting lazily against the headboard. His other arm surprisingly did not shoot to his snout as soon as it was released--it lay peacefully by his side where I had left it. The position looked commanding. Was he going out of his way to try to look sexy?

"Well, make yourself comfortable," he suggested softly, bringing one knee up to rub my side. I thought the light was going to make him shyer, not more comfortable! I wanted him to be comfortable, but the sudden confidence was just... uncharacteristic for him. Honestly, it made me even more excited.

I took his suggestion, removing my underwear quickly and throwing it to the floor. I sat up on my knees, and he studied my cock intently, as if he were memorizing it for a test. I was proud of what I had, but the way his eyes hungrily followed it as it bobbed in beat with my pulse, I felt self-conscious. He made no attempt to reach for it; he continued to passively lie there, allowing me full reign to take care of him.

However, very quietly, as he relaxed himself again and turned his eyes upward to gaze at the ceiling, he murmured, "You are gorgeous."

I sat back down on my knees, placing my hands on the insides of his thighs and gently stroking there. "And you're beautiful," I whispered.

The mood had shifted a little now that we were both exposed. I reset my motions, lightly grasping his bearhood and stroking it up and down with just the tips of my fingers. He let out a low moan to that, seeming to test out the new ability of vocal freedom that he had granted himself. In the light, I could see the liquid freely dripping from his tip, and as I teased that length with one hand, I absentmindedly re-lubricated his tailhole with the slick fluid. It felt excellent to hear his whines and moans as I gave him this treatment, and I had to fight back the need it filled me with.

I pressed a finger against his entrance, and he lifted himself to give me easier access. I pressed inside, and the familiar pressure and heat greeted me. "Mmm," he groaned, sounding both excited and impatient. I slipped another finger inside and watched his face as he opened his mouth to moan again. I pumped my fingers in and out of him slowly, reveling in the way he was beginning to squirm and being so vocal in response to this different sort of massage.

I released his length and licked the wetness from my hand before placing my hand on his stomach. I didn't stop fingering him as I leaned my head down, sniffing the strong musk coming from his bearhood and lightly dragging my tongue across his tip. I didn't tease him any further; my mind was starting to cloud from the heat enveloping my body. I immediately took the tip into my mouth and suckled, dragging my tongue roughly across the smooth surface, feeling the fluids dripping out and tasting the saltiness.

He lost the composure he had found, writhing from the treatment as I began moving my head up and down his length while still slowly penetrating him with my fingers. He bucked his hips, and despite his modest length, I had to pull off for a moment to avoid gagging. I was not deterred, and I returned to my work, rolling his balls in my free hand, trying to give him as much pleasure as I could at once. As I squeezed his orbs softly, I felt that they had grown since just a short time ago, and it spurred me on.

I withdrew my fingers from him suddenly, eliciting a gasp from above. My hand wandered down to my own length, gripping roughly and squeezing from base to tip to milk out as much pre-cum as I could manage, spreading it on my fingers before returning them to his waiting hole. I pushed at his entrance with three fingers now, stretching him further and causing a constant stream of "Ah!" and "Ohh!" to fill the air. All the while, I continued to move my mouth up and down his rod, sucking as hard as I could and swirling my tongue around him.

A sudden cramp in my jaw made me finally release him. I sat up, moving my hands back to his thighs and panting from a combination of exhaustion and arousal. He panted as well, his belly moving rapidly up and down as he tried to catch his breath. I looked down to his paw on the bed and saw that despite how dull they were, a couple of his claws had gone through the bedsheet as he was gripping it. I looked down at my own length, bobbing just above the bear's entrance, and I struggled in a battle between my brain and my libido. I told him I would take care of HIM.

I gasped as I felt fur on both sides of me. The bear wrapped his legs around me and squeezed, pulling himself closer to me and rubbing himself along my length. I looked at his eyes, half-lidded and outlined by the heart of lighter fur on his face. He opened his mouth and then closed it immediately, blinking very slowly. He opened his mouth again, and into the silence, he very softly whispered:

"Take care of me."

He couldn't have been more eloquent about it. I smiled a little too widely and immediately dropped my hand to my length, stroking it to draw out more of my own lubricant. His legs being wrapped around me angled his body up a little, making it perfectly easy to line up my tip with his entrance. I wanted to double check with him that this was fine, that this was really what he wanted... but I trusted him to trust me to know what he was asking.

I put my hands on either side of his torso and leaned forward, pressing into him, feeling him invitingly spread around my length. His body tensed, and I leaned my face into his neck, navigating the fluff and planting kisses on the sensitive skin there. I held the position for what felt like an eternity as I waited for him to breathe normally, but he eventually got there. I felt him wordlessly nod against me, and I pushed deeper. I'm not sure if it is because I was so sensitive from all the foreplay or if he was really just that tight, but the pressure squeezing me felt unreal. His breathing was slow and ragged, and he wasn't making the sounds of pleasure I had become accustomed to. It worried me.

"Am I hurting you?" I asked softly, rubbing my face against his snout.

He breathed in deeply and held it for a moment before breathing out. "Fuck," he whispered. "Fuck."

I waited for him to expand on that a little bit, but he simply squeezed me with his legs, forcing a little more of me into him. I took his cue and resumed very slowly sliding into him, getting little feedback except for an occasional whine.

The position didn't allow me to fully hilt myself in the bear, but once I got as deep inside as I felt I could, I wrapped my arms around him and held him close. I felt his bearhood pulsing between us, aching for attention. I straightened my back and drew my fingers down his length, finally drawing a moan out of him after all his silence.

"Fuck," he repeated, moving his arm from above his head and placing it instead across his eyes, hiding them from my view.

I placed my hand on his stomach and held it there, letting him get used to the intrusion and enjoying the sensations myself. The pressure and the heat were already overwhelming me, and I was glad for the moment that he was not demanding more--I knew I would not last long once things started moving. I heard him again mutter "fuck" under his breath.

"I'm going to start moving, all right?" I whispered. I was surprised to hear him exhale sharply, as if laughing.

"That is such a storybook thing to say, you nerd."

I scoffed, leaning down to plant a kiss on his muzzle. He removed his arm from his eyes and smiled at me, and I took the opportunity to cherish the look on his face as I quickly withdrew and slammed myself into him as deeply as I could manage.

"FUCK!" he screamed, and the look that passed across his visage was difficult to parse--somewhere between pain, pleasure, surprise, and anger. I felt briefly like I had crossed a line, but he began whimpering at just the right pitch to let me know it was a good thing. A shimmering burst of motion from his length distracted me briefly, and I recognized it as a spurt of pre, already making a mess across his belly.

I began moving more slowly this time, withdrawing my hips and then sliding myself back inside him. He did not try to hide his face anymore; instead, he gripped passionately at the sheets. He let out a low moan every time I reached the right spot, clenching his teeth and furrowing his brow. He was doing everything right to push my buttons, but I don't think it was on purpose. It was natural, and maybe that's why it got to me like it did. He seemed to be on the brink, as well, so I figured it was about time.

"Hey," I spoke softly, "I'm going to go hard now, all right?"

"God, yes," he replied, surprising me a little. "Just... don't cum inside, all right?"

My feelings were a little hurt, but I was here to take care of him. I shifted, angling his ass upward more and getting myself into a better position. I felt strong hands on my chest as he encouragingly rubbed me before he placed them back over his head, in a perfect position to brace himself against the headboard. I had been gentle with him, but it looked like he was as ready as I was for something a little more primal. I hoped he would forgive me if I disappointed--but I didn't plan to do that.

My first thrust was met with a long, low groan, and I soon brought myself to a steady, quick rhythm. I was able to hilt myself with the angle I had shifted to, and it seemed to be eliciting stronger and stronger reactions from my ursine partner. Every couple of thrusts was met with yet another moan, and the combination of that with the building heat in my groin began disrupting my internal metronome more quickly than I wanted to admit.

I gripped his leg tightly with one arm as I reached my hand down to stroke his leaking length, drawing another sharp gasp from him. With every squeeze of that slick bearhood, I felt him squeeze me in kind, and I began more erratically driving myself into him, my own moans joining his in chorus. After what felt like hours but must have been minutes, if even that, I felt a sudden grasp on the arm holding his leg. He dug his claws into my skin as he muttered as quietly as he could muster over the sounds of our bodies colliding, "I'm really close."

I panted in response. "Me, too."

I sped up both my thrusts and my stroking, the wet sounds from both threatening to drown out the moans we were producing. I looked through hazy eyes down at him and saw his mouth move voicelessly.

"What?" I asked.

"--inside." He repeated, louder.

My ears perked up, and I grinned. I inquired again, "What?" I gave his length an emphatic squeeze, and he shouted:

"CUM IN ME! CUM-IN-ME-CUM-IN-ME-CUM-IN-ME."

I didn't need further encouragement. I was already on the brink, and hearing that from the reserved bear gave me everything I needed to push me over the edge. I buried myself in him, pressing as hard as I could into his most sensitive spot, as I continued to frantically move my hand along his pulsing shaft. I could have shattered glass with the moan I let out as I shot my seed deep into his body, and the bear did not disappoint with his own shout as he released his first spurt, easily clearing his body and slamming into the headboard. Another shot followed, and another, and another, until I lost count as my mind went blank from my own pleasure. In his orgasmic bliss, his body milked me for every drop I would produce, and every time I thought my pleasure was over, another pulse from my partner drove an electric surge up my spine and elicited another dribble from my length.

I looked down over the bear, now coated in many, many strings of sticky wetness, and stared into his eyes as he stared into mine. We panted and smiled at each other, and as I released his leg and withdrew my still-hard shaft from him, I leaned in and locked my mouth with his. He receptively drew his tongue across mine, and we remained kissing with a mess between us for several minutes. Finally, I rolled off, and I took his hand in mine as I lay next to him.

"Feeling any better?" I asked, chuckling. "That's the deepest massage I think I've ever given."

He laughed in response, "Yeah, I think I'm better inside and out now." After a short pause, he squeezed my hand and added, "Thanks."

"Any time," I replied, "and I mean that. Except..."

"What?" He sounded worried, and he shifted to look at me.

"I'm really sore now. Feel like giving me a back rub?"

His eyes twinkled, as he threw himself onto his back, groaning. "I thought this was masc-for-masc, no recip fun."

I laughed loudly, and he joined along with me, shaking the bed for a second time that night with only slightly less pleasure. As we quieted, I heard a faint sniffle from the bear, and he very softly added, "Thank goodness for friends like you."

"And thank goodness for you," I replied, gripping his hand tighter and sighing happily. Again, I promise this wasn't how I planned for the night to go, but honestly... I am really glad.

It was a good night, overall.