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Dusty and Moss had come back from their respective tasks for the day but Kit wasn't there. He was always the first one back home and was always waiting for them. Moss was quick to assume that he just got caught up in something, maybe another training session with Perch. But the brown bear hadn't seen Kit all day. Together, Dusty and Moss began to ask around but nobody had seen Kit recently. One had seen him go out with Hannoh but that had been a while ago.

"Hannoh? You mean he hadn't keeled over yet?"

"Moss!" Dusty hissed.

"What? No disrespect, but nobody's seen Hannoh out and about for years now. If he were to kick the bucket all of a sudden nobody would have noticed," Moss explained.

"Either way, he's an elder and Kit's with him," Dusty said.

"Right. Any idea of where they were headed?" Moss asked. The bear they asked had nothing else to offer them.

"We should go out there and search for him," Dusty was already walking towards the settlement's entrance but he was stopped by Moss' hand on his shoulder.

"Hold on now. There's still plenty of daylight left. Kit can handle himself and if he's with the Great Hannoh, all the better."

Dusty didn't like that Moss rolled his eyes while speaking of Hannoh but still agreed with his mate. Perhaps he was being too hasty. He had to give Kit his due credit for making so much progress and accomplishing so much. But it was hard for Dusty to look past how much smaller and weaker he was sometimes.

"Okay, but if sundown comes and he's still not back then we're searching for him," Dusty said firmly.

"Definitely."

The two decided to occupy themselves but were both feeling all the more anxious as time continued to pass. There was still no sign of Kit and sundown was nearing. Dusty was still assuring himself that Kit was just fine but it was Moss who was looking even more worried. The black bear tried his hand at repairing some clothes but couldn't focus enough to thread the needle to get started. Dusty would have chuckled if it weren't for this strange feeling that persisted within him. He couldn't explain the feeling itself but he just knew that it had to do with Kit.

When sundown came the grizzly and black bear both rose up from their seats and left their dwelling without a word between them. Being on the same page completely, Dusty and Moss made their way towards the camp's entrance. They weren't the only ones out either. In fact a sizable portion of the settlement's inhabitants were out and were starting to gather towards the entrance. Apparently Hannoh had been spotted carrying some mysterious outsider bear.

Dusty and Moss looked at each other. Hannoh was coming back with some unknown bear and there was no mention of Kit? The two broke through the gathering and went out to talk to Hannoh themselves.

"Hannoh!" Dusty called as they came in close.

"Ah, Dryfus. Mallos. Please, help me with him," Hannoh said. The older sun bear was clearly out of breath from carrying a larger bear on his back and for a while it seemed.

Dusty and Moss took the weight off of the sun bear by carrying the unconscious bear together. But they still had many questions for the elder.

"Please, we can discuss this when inside, Beric?" Hannoh expressed.

"Beric?" Moss cut in. Everyone was looking at the camp's leader.

Beric sighed and nodded. "Yes. Please bring him along."

The sun bear led the way and the crowd parted for him and the pair. They were all looking at the bear that was being carried by them. Some were curious and others were worried. Moss was muttering to himself, angered by the lack of answers and being so easily dismissed by the other bear. Dusty wanted answers as well and did his best to endure all of the confusion as they came upon the leader's dwelling. Beric was seemingly waiting for them.

"Hannoh. What's the meaning of all this commotion?" Beric asked. "And who is this stranger?"

"Something happened when we went out. Kit and I..." Hannoh said. He was still trying to catch his breath but the words he spoke so far were more than enough to get the other bears' attention.

"Something happened?" Dusty repeated. "Something happened...to Kit?"

"Yes. We went out together, following the instructions written in an old book," Hannoh explained.

"Screw some book! What the hell happened to Kit?!" Moss demanded. "I swear if you don't just tell us where he is now!"

"Peace, Mallos!" Beric spoke, his voice getting the other's attention.

Moss wasn't fazed by the leader's words. He was breathing heavily with his fists balled tight. "You took Kit on some wild goose chase and... and... this bastard has something to do with it, doesn't he?" Seething with rage, the black bear grabbed the unconscious bear by the shoulders, gripping them tightly.

"No! You don't understand!" Hannoh said.

"Give me one good reason why I shouldn't-"

"Moss!" Dusty in a harsh tone of voice. A low growl came from him and Moss finally eased up. "Look at this."

Dusty directed attention to a distinct tattoo that was on the bear's shoulder.

"That's the same kind of tattoo that...Kit has," Moss said aloud.

"If you'll allow me to explain..." Hannoh huffed. He needed a moment but was feeling fine again. "By following the instructions in the book we invoked the power of the spirits and they turned Kit...into a bear."

"No way..." Moss said. "You mean to tell me that this is Kit?"

"Indeed," Hannoh said. "I wasn't expecting it myself. I was never sure if the old tales and legends had any truth to them, but after what I saw there is no doubting it. The spirits are still among us."

"And they turned Kit into a bear," Dusty processed.

"This is all...incredible," Beric said. "Come. Let's get Kit inside and into a bed."

When Kit started to wake up he was feeling strange. His body felt heavier and warmer than usual. He groaned as his vision cleared and it even felt as if he was seeing through someone else's eyes.

"Kit," the voice of Dusty caught his attention.

"Dusty...where am I?"

"You in Beric's dwelling. He let you use his bed. How do you feel?" the grizzly asked.

"Strange."

"I can imagine," Dusty said. "You certainly look different."

"I... I do?" Kit asked.

Kit lifted up a hand to his face but it was much different. Much larger and furrier. He gasped and looked the rest of himself over. What had happened to him? He was a...bear now? Just as Kit began to panic, the events before him passing out all came back to him and even something else that seemed like a dream but...no, he was certain that it all happened.

"So...it worked..." Kit said aloud.

"What worked?"

"The book! What it said! The ritual. Dusty, I met a spirit!" Kit said with excitement in his voice.

Dusty smiled before he even realized. Even if he looked very different, he was still the same Kit. He listened as Kit explained the events in greater detail. The grizzly bear could hardly believe it but knew that Kit was telling him the honest truth. His new look was proof enough of that.

"I still can't believe it," Kit marveled, still looking at his changed hands. He pulled the blankets off of himself and began to look his body over. Just like his hands, he was much larger now and covered in fine brown fur that was a lighter shade than Dusty's. While looking his body over he noticed that his groin looked different. Instead of the external and smooth skinned length he was used to seeing, Kit was now looking at a sheath and a pair of balls that were also covered in fur, being noticeably bigger than what he had down there before.

Feeling fully rested, Kit climbed out of the bed and stood up. His new perspective came as a surprise. Of course he was much taller now but the difference in height compared to his previous form was unexpected. Kit felt like a giant now. The furniture that always seemed too big for him now looked normal sized. But what surprised him the most was his new view of Dusty. The grizzly had always seemed so massive from the former human's previous point of view. It was a shock to find that he was taller than Dusty now.

"Wow..." Kit said aloud. He found a mirror within the bedroom part of Beric's dwelling and was able to get a good look at his entire body. He was covered in brown fur all over and had all the features of a bear. The larger body, claws ending his fingers and toes. Atop his bulky head were two rounded ears. He could feel something attached to his backside and realized that it was his small stumpy tail. His build was closer to Dusty's. While flexing in the mirror he could feel his newly gained muscle but also noticed the small amount of soft roundness in his front. Looking down between his legs, he got a good look at his plump sheath and gawked at the especially fat balls that hung underneath it.

"Is this a good look for me?" Kit asked, looking at Dusty.

"I would say so." The newly transformed bear turned around to see Beric approaching. "You make for a fine bear indeed. Large and strong." As the polar bear stood in front of him, Kit was shorter than him but not by a lot. "I always knew you had the stock of a bear."

"I never expected to turn into one," Kit said.

"Can I ask you about the spirits? If I heard correctly, you had an encounter with one?"

"It's all of a blur to be honest. But I did see one of them and its voice along with others..." Kit explained just as he had before and Beric listened with interest. Having proof that the spirits were real and around them was mind boggling. Of course the human turning into a bear was a marvel in itself and served as a demonstration of their power.

"You certainly are something special. Our first meeting with a human. Making contact with spirits, and you've taken on the form of a kodiak bear. Among our kind, it is a rare species. Just who are you really, Kit?" the polar bear asked.

"I wish I could answer that," Kit said with a small chuckle. "I barely recognize myself now..."

"You're one of us," Beric said, placing his hand on Kit's shoulder. "Both now and then. But perhaps this is a way for you to truly connect with us. I must admit that I'm very excited to see what you can do now, Kittrick."

"So am I," Kit admitted. "I think I'll need some new clothes to start."

"Hmm, you're of a similar size to Largo. I've got some old clothes he has no use of. Perhaps they'll serve you well?" Beric offered. The polar bear walked away and opened a chest in the corner. He rooted around in it for a bit and returned to Kit with some folded articles of clothing.

Kit tried them on and found that they did fit. He was wearing a loincloth that covered his back and front. There were other things for him to try on but for the time being he was comfortable in just the loincloth for now. "Fits me pretty well."

"Then take the rest with you. There is more that I'm curious about, but I think it's best you get out and take some time to get used to your new body," Beric advised.

Kit agreed and took his leave with Dusty. They went back to the dwelling together and the kodiak bear was again seeing the place in a new way. Being much bigger now he found that everything in the front area was now the right size for his hands. Many of the slightly heavy things were feeling almost weightless. Dusty watched him interacting with things and chuckled warmly.

"Whoa!"

The voice of Moss caught Kit's attention. The black bear came out of the bedroom part of their dwelling and paused when he saw Kit up and about. Moss hadn't realized that Kit had become that big. He was taller than him and Dusty, had a fitter build than them both, and a smaller gut too.

"Surprise..." Kit said.

"You're just full of surprises, aren't you?" Moss asked as he came in close to inspect the kodiak bear.

"Don't think I planned any of this," Kit said with a casual shrug.

"So, how do you feel?"

"Heavier, warm, but also stronger," Kit described.

"Good. Then I can do this." The black bear punched Kit in the shoulder.

"Ow! What was that for?" Kit asked, rubbing the spot.

"For making me worry like that! I was gonna tear the whole forest apart looking for you!" Moss said with relief in his voice. "But look at you now. You're huge."

"Only by a little," Kit said. It was strange looking down a bit at Moss.

"Just wait until our next hunt! It's gonna be a breeze with you," the black bear said with growing excitement.

"I don't think I'm ready for that just yet. I just got used to walking around," Kit said with a bit of embarrassment.

"Well in that case. We'll have to teach you how to be a bear," Moss said with certainty.

"We will?" Dusty asked.

"Somebody's gotta teach him. We taught him once, we can do it again."

"Again, it was Perch who taught me," Kit interjected.

"Yeah, well that doesn't count anymore. You were human then. But you're a bear now and we're gonna teach you how to be one."

"Alright, but only to make sure he doesn't wind up like you," Dusty said.

"What's that supposed to mean?"

Together, Dusty and Moss took it upon themselves to educate Kit on the ways of being a bear. They took him out to a clearing and began with the basics. They started out with getting Kit used to just moving about and getting used to his new strength. It was rather easy for him to break things like fallen branches without him trying much. Moss was taking it upon himself to start out. They were doing some simple things to get Kit familiar with himself.

He needed to be aware of his claws and how much damage they could really do. There was also some awareness needed when throwing one's weight around or moving about in a confined space. It was easy for a larger bear like him to accidentally knock into or damage things. It was a lot for Kit to take in but they were thankfully taking things one at a time.

"Don't forget that claws are weapons in themselves," Moss said. "They're good for cutting stuff like snagging vines or tugging brambles out of your fur."

"Those are problems you have," Dusty pointed out.

"The point is...claws are great because they're always attached to you," Moss pointed out.

Dusty rolled his eyes in amusement and he decided to really join in.

"I think it's time to move on to something else. Have you tried using your senses? I bet they're much stronger now," Dusty said.

Kit tried it out and Dusty was right. He hadn't noticed it right away but his rounded ears were moving about somewhat. Though the movements were small, they did much to help him hear. His sense of hearing picked up more and from a further distance as well. The forest suddenly seemed all the more alive from the sounds of wildlife going about their business in the background.

"Try smelling. There's no sense of smell that's better than a bear's," Dusty encouraged.

Kit nodded and tried it out. As a human he had no reason to just sniff at the air. He tried it out and was surprised by what he picked up. There were some fruit trees nearby and their sweet fragrances reached his nose as he inhaled. It was shocking how well he was able to discern it. The fruits were away from him but he could tell which ones they were. They weren't the only thing that he could smell. Dusty and Moss had a scent to him that Kit had been able to recognize in a general sense but by sniffing in their direction he could easily pick them out by scent alone. Dusty carried a bit of sweetness from the fruit he picked on the way back home and Moss was smelling of the greenery found in the deeper parts of the forest.

"Wow..." Kit marveled. He expected stronger senses but actually putting them to use was an experience in itself. They did some walking around and Dusty had Kit use his nose. He explained that a bear's nose was one of their greatest tools. By getting familiar with the scents of various things he would be able to find them. That was true for others. During hunts they sought out of the smells of prey and followed them until they found their targets. With enough practice it would become second nature to him.

After walking around for some time, Kit's stomach began to growl. The others noticed and they chuckled. Moss felt it was time for him to step in. He led the way and took them along the river. Kit began to recognize his surroundings. They were headed for the other clearing where Moss had taught him how to fish like a bear. When they got there, the box to keep the caught fish in was unearthed. Just like he had the last time, Moss approached the water. After watching for a bit he slammed a hand into the water and yanked out a fish.

"It should be easier for you now," Moss said.

Kit hoped that was the case as he approached. He well remembered his multiple attempts at catching fish in the same way that Moss had. But he had managed in his own way, using a makeshift spear. Dusty stayed behind while Moss and Kit were just in front of the rushing water. The black bear gave Kit another explanation on how to catch fish from the water by hand. Kit listened and watched as Moss demonstrated again.

Taking a deep breath before he did it, Kit focused on the water and the shapes moving beneath it. He felt more focused and certain this time. The first time he caught sight of a fish, Kit reached down to grab it. He managed to get a hold of it but the fish slipped out of his grip before it could be pulled out.

"Don't worry about it. You'll get the next one," Moss said with certainty in his voice.

"Yeah. I know," Kit spoke with even more certainty in his own voice. He didn't even look at the black bear. Keeping his eyes drawn on the water and the fish swimming throughout it, Kit saw one coming in close. The determination to grab it combined with an instinctual lunge. His hand plunged into the water and the fish in his grip was snatched out, wiggling in his grip. Kit hadn't realized what he did at first. He looked at the fish with surprise before he smiled.

"See! You did it!" Moss praised.

Together, the black bear and kodiak bear continued fishing, getting enough to fill their bellies. Kit didn't get it right every time but being able to catch fish by hand multiple times was a clear victory in his eyes. Dusty got a fire and some sticks were set up for them. Moss took it upon himself to clean out the fish and they were roasting over the flame.

"Not bad," Moss said with a smirk.

"I had a good teacher," Kit said.

"Well I got another thing I wanna teach you," Moss said while getting up. "Wrestling. Come on. Let's do it!"

"Moss, honestly..." Dusty said, having an exasperated look on his face.

"I'll give it a try," Dusty said, getting up as well.

Getting in close to the other bear, he matched Moss' stance and the two circled each other, waiting for the other to make the first move. Kit didn't need a lesson on how to wrestle and him being quick to accept the other bear's challenge made Moss smirk. They were still waiting, staring their opponent down. Moss made the first move, lunging his large body towards Kit. The kodiak bear did the same and the two met, pushing and grunting against each other.

Dusty wasn't a fan of roughhousing himself but he still watched the match with interest. The two bears he cared about most were still pushing against each other until Kit managed to break the stalemate, rushing in to hug the black bear and take him down to the ground.

"Oh, now we're talking!" Moss said with a smirk on his face. He challenged the pin by wrapping his arms around Kit. The two began to roll on the ground together, growling playfully as they both attempted to get out of the other's hold. Blades of grass were getting in their fur and both could hear Dusty gasp softly from Moss managing to get on top and pin Kit down.

"Not bad for a first-timer," Moss said with a victorious grin.

"Just wait until I get some practice in," Kit challenged. "I'll beat you then."

Moss let Kit up and they were just in time for dinner. Dusty eased the fish from the fire and let them cool. Shaking the grass from their pelts first, the black furred and brown furred ursines gathered around the cooking fire and began to eat the fish. Moss was tearing into the meat eagerly while Dusty ate slower. Kit was somewhere in between. His sense of taste was even enhanced somewhat. The change wasn't dramatic but it was enough to make him pause after the first bite. Having another bite right after confirmed that it wasn't just his imagination. He could certainly get used to this...

When their meal was finished, Dusty offered to do some foraging for some fruits and asked Kit to tag along with him. Moss agreed and would take care of the fire while the others were away. They didn't go too far and Dusty used this as an opportunity to test Kit's senses, letting him lead them to various berries. Of course he stepped in to make sure they were the safe kind as some were deceptively sweet smelling.

"You're a fast learner," Dusty said while tucking away the berries they picked.

"Its strange. This is all new to me but it's also...kind of familiar. Not like I know what to do, but my body does..." Kit explained the sensation as best he could.

"It's safe to assume that it's your instincts. I'm sure you had some as a human, but they must have gotten even sharper now that you're a bear. And some things just come natural to us, basic skills and reflexes that we're born with. Of course they can get even better with practice. That makes me excited to see what you'll be able to do."

"Huh, no pressure then," Kit said while picking a few more berries.

"None," Dusty added jovially. "I think we have enough now."

They went back together and found Moss with the fire out and the area cleaned up of the fish parts they hadn't eaten. They ate the berries together and Kit was again enjoying their enhanced flavor. The trio had been out all day together and the sun was starting to set. Dusty thought it best they at least get closer to the camp as the day was ending. Agreeing with him, Moss and Kit were right behind him and following along the river until they were outside of camp. Wading through the shallow part of the water would lead them back to where Kit was first found.

"So how was your first day out as a bear?" Moss asked.

"I've finally got the hang of the basics thanks to you guys," Kit said, feeling pretty proud of himself.

"You're pretty good at being a bear," Moss praised.

"Yeah. But I gotta admit that I'll miss Small Kit," Dusty admitted. Kit being just a bit taller than him was still something he had to get used to.

"True. But I'm liking Bear Kit. He's big...strong...and he smells good too..." Moss said as he came in close to the kodiak bear. They had all been out that day, exerting themselves via walking about, fishing, and wrestling. It was more than enough to catch the black bear's attention. Watching his partner sniff and hearing him hum was enough to make Dusty come in close, being lured by curiosity.

Kit just stood there as the black bear and grizzly bear began to sniff him. Both were inhaling the new scent that was attached to his ursine body. It was just being noticed by Kit. It was much like his human smell but laced with something that made it unique and bear-like. Moss and Dusty were currently hovering their muzzles around Kit's chest area. The kodiak bear found himself being the one sniffed for a change. He let his mates have their fun, feeling flattered that they liked it that much.

Their sniffing grew deeper and louder as the two bears nosed their way underneath Kit's arms. Both moaned from the direct musk that came from the kodiak's pits. Being on either side of him, Moss and Dusty were fully embracing this new musk and familiarizing themselves with it. Them liking it was obvious and Kit was starting to get excited from their sniffs and warm breaths being felt against his underarm fur.

"Found something you two like?" Kit asked. Being a bear now was one thing but it just occurred to Kit that he was the biggest of the three. Dusty and Moss just had to lean down a bit to inhale his natural smell directly and they were doing so without hesitation or holding themselves back. Becoming even deeper were their inhales and more prominent moans were let out in return.

"Oh, I sure did," Moss said with an eager grin on his muzzle.

"You do smell good..." Dusty added.

"I smell like a bear," Kit corrected. He was starting to feel confident and was letting the attention get to his head a bit. It was made obvious how much he was loving this. Both pits were being sniffed from directly. The smoothness of their noses were felt alongside something else.

Kit immediately recognized it as his pit being licked, specifically the one that Moss was attending to. The black bear moaned again from the taste. His tongue was lapping over the slightly damp pit fur. Starting slowly at first, it didn't take long for Moss to get fully into it. Lapping all over and at a faster pace, the black bear was moving his tongue about in an effort to get more of that taste on it. He was doing all of this while still breathing in the musk.

Dusty did the same after Moss had started, as if he had been waiting for the other bear to start things off. His nose pushed in even deeper before his licking began. Just like Moss, he began moaning from the taste. It didn't take him very long to catch up with Moss. Kit was starting to pant softly from the sensations that came from being and licked so enthusiastically.

Kit was really enjoying this kind of treatment. The tongues were so soft and warm; they were repeatedly lapping at his pits, making them damper from their saliva. He kept his arms lifted and gave the pair all the room they would need to lick and sniff him to their hearts' desires.

When the other bears pulled away from his pits they were both looking pleased. Kit had gained something from the experience: a hunger for more than just having his upper body licked. They all knew what would be happening next. Without saying any words between each other, Moss and Dusty were getting down on their knees at the same time, their hands tracing downwards at the same time until they were at his crotch.

Moss ran his hands along Kit's covered erection, the tented loincloth was hiding it from view, at least from their perspective. The touch was more than enough to make the kodiak bear shudder.

"Oh yeah. He's got a bear cock now," Moss realized. "Let's see what it looks like."

"Hold on. Why rush it?" Dusty asked. He had something in mind and quickly whispered it to the black bear. Upon receiving a nod of agreement, the two eased their muzzles in close and outstretched their tongues to lap at the loincloth. A shiver ran up the kodiak bear's spine. The cloth blocked most of the feeling but knowing that they were licking his covered cock brought enough excitement to make up the difference. He had also felt his length sliding from its sheath for the first time, sliding outwards rather than it swelling and rising upwards.

The pair treated themselves to Kit's crotch musk. Moss was especially drinking in the earthy scent of another male. Dusty was doing the same, sniffing along with the black bear and moaning from the aroma. He also joined Moss in drawing his tongue all over the loincloth's front. The fabric was getting wetter from their tongues moving about. Dusty also got a taste of precum. The fluid had bled through the loincloth and reached the grizzly's tongue. Its flavor reached Moss' tongue as well. Kit was clearly getting riled up, it was most evident by his deepening huffs and slight rocks of his hips.

The kneeling pair didn't intend to keep Kit waiting. Lapping over the loincloth a few more times seemed to be enough. Working together, Dusty and Moss began removing the article of clothing from the other bear's waist. Getting them off meant that he was completely nude now. His entire body was on display for the other two and a moment was taken to simply admire his fully nude form. Kit felt a bit awkward at first but saw the expressions of want in Dusty and Moss' eyes.

"Not bad," Moss said as he examined Kit's package up close. As far as their kind was concerned Kit's cock was of average length. But his balls were something worth admiring. They were bigger and heavier than most, clearly full of potent kodiak bear seed. "Take a look at these."

Moss palmed the other bear's balls. The touch made Kit jump a bit. Feeling their weight and warmth, Moss gave the orbs a gentle squeeze too. Kit began to groan from the touch. His balls were being rubbed slowly, the black bear's hand was swirling around. Small jolts were sent up the kodiak's body. The motions were so simple but did so much to bring him pleasure. Was his body more sensitive now as well?

Dusty had watched from the side for a while but the sight alone was more than enough to excite him into joining in. Outstretching his own hand, Dusty began rubbing as well. Moss made room for him and together they were playing with Kit's balls. Kit's light moans grew heavier from the sensations. Two hands working on his sack at the same time was more than enough to make him moan out.

While stimulating the kodiak bear's balls together, Dusty was the first to ease in and press his muzzle against them. This surprised Moss as the grizzly usually preferred to be sniffed rather than do the sniffing himself. But this was something new for them both and it was hard to resist Kit's natural charms, especially now that he was in a large, attractive bear body.

Being rubbed and sniffed at the same time was sending shivers down Kit's spine. Moss followed the grizzly's lead, pressing his nose against the other side of his balls. While still rubbing together, they were also huffing from it directly, taking the odor directly into their lungs. They couldn't get enough it seemed. Kit didn't mind keeping himself in place for the time being. Having their attention like this and feeling their breath on his sack. The fur down there was getting a bit damp and ruffled. Being a bear certainly had its perks. It was still strange to feel his cock throbbing out of its sheath. The shape and size of it was completely different. Much bigger and precum was leaking from his broad, flat shaped tip. His sheath was spread wide around the fully erect bear cock. And when he was no longer erect, it would be sliding back in...

He was distracted by his thoughts and was unprepared for their licks. At the same time, Dusty and Moss were running their tongues along his balls. Lapping at each side, moving their tongues about in similar manners. It didn't take long for them to wet the fur of his balls completely. They were made ruffled but even warmer from their saliva. The movements of their tongues were smooth and of course experienced. Dusty started licking a bit harder while Moss began to ease away from the sack.

Moss' attention was now focused on Kit's cock. The next lick traced along the underside, slowly sliding from the base towards the tip. He was still sniffing while doing that, being hooked on Kit's musk and the flavor of his length, being similar to his balls but with a twinge of something unique. He heard Kit moan from this and it made him smirk. He was at the tip now but was just getting started. Doing the same thing in reverse led him right back to the tip and that earned Moss another moan from his other mate.

While Moss was going back and forth, drawing his tongue along the cock's bottom side in a repeated fashion, Dusty was taking things further by gently sucking on the orbs. He could taste the light sweat that hadn't been licked up by him or Moss. The smell of musk still persisted as well, being something he couldn't get enough of.

Being sucked and licked at the same time was just too much for Kit to ignore. He was moaning out from their actions. Their soft mouths and tongues that were giving his loins constant attention. As he reacted to their actions, Kit could feel a rumbling growl rising from his chest. It surprised him at first but also felt natural.

Moss reached the tip again but instead of drawing his tongue back towards the sheath again he was aiming to do something else. He opened his mouth and began sliding the length inside. Starting with the tip gliding along his spreading lips, Moss was again given a full taste of Kit's precum and then the taste of his cock. Not just the underside this time, but even more as his tongue began sweeping from side to side. Pushing in more really made Kit's size apparent. He could handle it but having another big bear cock to suck on was more than enough to make Moss smirk.

Another moan came from Kit. His length was being swallowed up by the black bear's mouth. The kodiak watched Moss work; his cock was disappearing from sight, sliding over a soft tongue and being just short of reaching into the throat beyond it. When their eyes met, Moss was looking unmistakably pleased with himself.

"Not so small now, is it?" Kit teased.

Moss chuckled as he eased his mouth off. "Don't think you've got one over on me. You may be bigger but I've been a bear for much longer." To make his point, Moss began making good use of his tongue when Kit's cock was stuffed in his muzzle again. More than before, he was sweeping and twirling it all over. He was sucking on the cock as well, enjoying the greater amount of precum that was leaking out. This was done for a bit but just as Kit was starting to get comfortable, Moss pulled his head back and then pushed it forward again.

This was being done over and over again. Starting out slow but picking up the pace with every round, Moss was bobbing his head along the kodiak bear's cock, relishing the taste and musk that still emanated from it. Hearing Kit moan out even more was an added bonus for him. All of his cock was taken in. Moss' lips would be kissing his sheath and some of his cock would slip into his throat. Not being fazed by this, Moss maintained the pace and kept his tongue moving while doing it. Having his cock sucked was a thing in itself but Dusty was also lapping all over his sack at the same, doubling the pleasure he would have usually felt.

Just as Moss was really starting to get into, Dusty had finished with licking and sucking on Kit's balls. He had enjoyed doing that but the growing fun between Moss and Kit led to him feeling a bit excluded. That problem was quickly solved by the black bear eased his head back and popped the length from his mouth. Dusty joined alongside him.

Together the grizzly and black bear were running their mouths along the length in time with each other, sliding upwards and then back again. They were licking, sucking, and even kissing the length. This was all to please the kodiak bear and the moans that came from Kit were even more intense, laced with light growls of pleasure.

The kodiak bear was starting to feel weak in the knees. Withstanding the tandem blowjob was proving to be more difficult than he expected. They were soon moving faster, still keeping pace with each other. On top of that they began caressing and playing with his balls again, having a hand on the sack that was rubbed and kneaded gently. Being orally stimulated while also having his balls played with again was too much for Kit to take. He couldn't help but snarl deeply when the feeling came over him. The cum he released was much thicker than before and it was ejected with more force as well. Dusty and Moss were at the tip when the first spurts came. They moaned from the taste that splattered onto their tongues.

Kit's chest was heaving as more seed came from his length. All of that licking and teasing of his balls had gotten them churning hard and aching to expel their contents. The other bears were catching the loads in their mouths, giving him added stimulation via their tongues lapping at his spurting tip. Kit's orgasm lasted for longer than he expected and when it came to an end he sighed deeply from the relief. The other bears were gulping down the last of his flavorful seed. They all had satisfied looks on their faces and so did Kit.

The trio were still close to the camp. It would have been easy for them to return and retire to their beds. But Dusty looked up at the sky and pointed out how beautiful it was. With agreement from the other two, it was agreed they should spend the night out under the stars. Kit joined in helping them. Being a bear made him strong enough to keep up with the others. Using what the others taught him, Kit used his senses to navigate through the darkening forest. Collecting firewood was much easier now. He could carry a lot more and wasn't tired from the walk there and back.

Dusty, Moss, and Kit decided to settle down on the other side of the river, resting on the soft grass while gathered around the warming fire. Kit was lying on his back and looking up at the night sky that Dusty had pointed out earlier.

"Dusty. You said earlier that you would miss me as a human," Kit recalled. "Did you like me better that way?"

"Kit... I didn't mean it like that. I love you no matter what you look like. You're the same Kit on the inside," Dusty explained.

"What's up?" Moss asked. "Something wrong with being a bear?"

"No. It's just... I never thought I would be changed into one," Kit admitted. "I had just accepted that I had limits as a human. But now that doesn't matter anymore. I'm bigger, stronger. I can hear better and smell more too."

"Exactly. So why did you ask Dusty that?" Moss asked.

"Moss..." Dusty cut in. "Nobody had ever changed into something like that. As far as I'm aware anyways... I couldn't imagine what it's like to be one thing yesterday and something completely different today."

"Oh right..." Moss realized. "I couldn't either... But we got you back, Kit. You're one of us, furless or not. But I think you'll love being a bear. Just give it some time. You had major skills as a human so just think of what you'll be able to do now."

"Thanks, Moss. You too, Dusty," Kit said. He was starting to feel better. Knowing that they would be there for him. And the black bear's words did get him a bit excited. There was a lot of potential for him now. Before he had to use knives and arrows to make up for what he lacked. But now he had claws and his nose could track prey without any need of an arrow attachment if he tried.

Potential prey wasn't the only thing his nose could pick up on. The other bears were in close proximity to him and it wasn't hard to pinpoint their own masculine scents. Just like him, they had been out all day. Kit then realized he had gotten off because of them, but Dusty and Moss had been left without the same treatment. Being the only one to reach a climax didn't sit right with him. So he decided to get up. Doing this got the other bears' attention.

"What's up?" Moss asked.

"The fun doesn't have to end yet. I wanna see what this body can really do," Kit said. He stalked towards Dusty with a mischievous grin on his muzzle. The grizzly was still lying on his back with his legs spread. His cock was already growing hard, lifting up his loincloth. Coming upon the other bear, Kit down down low. Crawling in on his hands and knees, he was soon in position. Dusty's cock was pointed directly in his face. It wasn't as large as usual. While still big in size it also seemed more...manageable from this new perspective.

Being so close to it, his nose had no trouble picking up on the grizzly's familiar musk. He even took a moment to indulge in it.

"Remember to watch the teeth," Dusty pointed out. Kit nodded in understanding as he moved in with his mouth open. Starting out slow and simple, he dragged his tongue along the cock's length. It started at the tip and slid downward from there. On the journey to the grizzly's sheath, Kit's tongue gathered plenty of sweat for him to taste. When he moved back up again, Kit kept the muscle moving.

The experience was similar and different at the same time. This certainly wasn't his first time pleasuring a bear with his mouth but things were different this time. He was bigger and his tongue was a lot longer. He was able to curl it along the girth. Doing this made Dusty jump and shudder, his cock now twitching against the muscle's surface.

From Dusty's perspective, he could feel Kit's simultaneous experience and inexperience. His partner was still getting used to his new features and what they could do. The licking gradually became smoother as Kit got the hang of it. More force was put into it as well. More pleasure came from this and the grizzly groaned from this. Being motivated by the sound, Kit began licking faster. The tip was given attention before the kodiak's muzzle slid downwards again. He went beyond licking the base and lapped his tongue over the balls as well.

Now at the grizzly's cock tip again, Kit decided to take things further. This was done by his lips being wrapped around it. He began to suck and put his tongue to further use by twirling it around. Dusty reacted to this immediately, groaning and tilting his head back as the pleasure took hold. His cock began throbbing against the kodiak bear's soft lips. Kit had just begun and he could already taste precum. As it started leaking out in greater amounts, Kit ran his tongue over the tip in order to collect it.

He was just getting started but these simple acts were getting Kit aroused all over again. Keeping his focus on Dusty and aiming to pleasure him further, Kit began sucking and licking on the cock in a proper manner. While doing this his head began to slide up and down as well. The more he performed orally, the stronger his sense of control became. While being aware of his fangs Kit worked to take the other bear's length. It was actually easier than he expected. Dusty was still big down there and it was a rather snug fit in his muzzle but the grizzly's flesh was just easier to take in general.

He stopped at the halfway point, taking some time to lick and suck on it some more. Kit got himself familiar with Dusty's scent and taste. He knew it well by now but was still experiencing it in an all new way. The increased sense of smell allowed him to breathe in Dusty's crotch musk as if his nose was directly pressed into it. When more precum leaked out Kit was quick to catch that too.

"Looks like he's got the hang of it," Moss commented. He was watching all of this from a short distance. The sight and sounds from the other bears had made him excited as well but he was willing for his one-on-one time with Kit.

Kit made another push that slid his mouth down further. Even more of Dusty's cock was slipped past his lips. Nearly all of it was inside now. Though he had yet to take every inch, Kit began bobbing his head with more speed and worked his tongue faster too.

"Oh, he sure does..." Dusty couldn't help but grunt. The pleasure was becoming stronger on his end. Kit was getting better at this with each passing second. Just as it was something familiar yet unique for Kit, Dusty was feeling something similar. In the place of the human mouth he had grown so used to, Dusty was feeling a bulky bear muzzle wrapped around his cock. It was being worked in the same way that Kit would have before. A human piloting a bear's mouth and making the most out of it. It already felt so good and that meant it was going to feel even better when Kit was fully used to his new bear body.

The final push downwards meant that Kit did it. He had taken all of Dusty's cock. It was all stuffed past his lips and some of it was in his throat, twitching and licking directly against his oral walls. He could imagine taking all of the grizzly's length with this much ease when he was still a human. While it was possible for him before there wasn't a lot of extra room for him to do more. But now he is still able to move his head freely while his throat was breached. The cock didn't reach in as deep but its usual girth was certainly felt.

Taking full advantage of this, Kit began moving head about with greater speed. As Dusty huffed and clawed at the ground the kodiak bear chuckled around the erection. While giving the cock attention with his tongue and throat, Kit didn't forget to give the balls some attention with his free hand. An extra thick gush of precum came shooting from the tip, a product of the added stimulation.

Dusty's moans were growing louder for Kit and Moss to hear. The general energy felt around them had changed. What started out as a simple comfort had become charged and warped into a sexual thrill felt by them all. Dusty was wanting more of Kit's mouth and Moss was finding it all the harder to wait his turn.

Knowing that his partner wanted more from him, Kit moved his mouth accordingly. While sucking audibly, the kodiak felt the other bear's cock pulsing even harder now. From the added pleasure this brought, Dusty couldn't help but reach his hand down. His next moan was followed up by a growl. Kit wasn't surprised by this. In fact he had been waiting for the grizzly's dominant side to come out. The hard rubbed between his ears before the weight came down. Dusty was courteous enough to now slam it downwards, he eased Kit into taking more of his cock.

Keeping his grip on Kit's head, Dusty guided him up and down. Kit was keeping up his licking and sucking. The warmth and sheen of his saliva felt so good. Dusty was actively holding himself back. It was taking real effort to not jam his cock deep into Kit's throat. He compromised by doing it slowly instead. As his length was being hugged by the oral walls, Dusty began rocking his hips in a slow and gentle manner to start. This was manageable for Kit and he kept things up on his end while Dusty was taking more control.

Things picked up gradually from there. Precum was being smeared along the walls of Kit's throat. The taste of the other male's pre was strong on his tongue. His small tail was flicking back and forth as he continued sucking against the thrusts that were becoming stronger and faster. As a human there was only so much of this that he could withstand but it was easier now. He should have expected that but it still came as a surprise. Despite being in a bigger, heavier, and furry body Kit was quick to forget that he was an entirely different creature now.

Dusty dared to push himself just a bit further than he usually would. Thrusting into the soft and hot maw at a brisk pace, he pushed his cock over the other bear's tongue. Snug squeezes came from the throat. As he spilled more precum Kit continued to drink it all down. He was moaning too just from the taste and feeling alone. A rush of pride came from his new ability to take in even more of Dusty's cock. His mate's crotch was pressed snug to his lips with each thrust. There was a chance to inhale the grizzly's scent and he took it every time.

"Oh, Kit. I can't hold it in any longer!" With one hand still guiding the other bear's head and the other balled into a fist that was pressed to the ground, Dusty shook from the intense feeling that came over him.

The cock in Kit's mouth throbbed hard against his tongue and lining of his throat. Spurts of hot and flavorful seed was released. Just as Dusty succumbed to the bliss of a strong orgasm, Kit was humming from the many sensations that came from taking his favorite grizzly's loads. The taste marked his tongue and it was delightfully warm when running down into his stomach. Kit kept himself in place until Dusty finished shooting his spunk. He slowly pulled his mouth off and licked his lips with a sigh of satisfaction.

"How was that?" Kit asked. It was his first time sucking a cock as a bear and he was genuinely curious.

"A-amazing," Dusty responded. He needed some time to catch his breath. Luckily there was a certain black bear creeping up from behind to take his place.

"Didn't forget about me, did you?" Moss asked. He whispered in the kodiak's flicking ear and felt Kit shivering against him.

"Sorry for making you wait so long."

"Oh, I got a way for you to make it up to me," Moss said.

Now Dusty was the one watching while the other two had their fun. Moss was lying flat on his back with his legs in the air. Kit was in between his spread legs. Upon first glance it would appear that Kit was in position to penetrate the black bear. What Kit actually did was take off Moss's sandals one by one before taking hold of his ankles, having one in each hand.

"It's been a while since you've given them attention and I just love the way you do it," Moss said with a widening smirk. The black bear's anticipation was easy to see. He even turned his gaze onto Dusty and gave him a wink.

Kit wasted no time giving his due attention to Moss' feet. He brought his head down and pressed his muzzle against one of them. The surfaces were just a bit sweaty and the scent that came from him was all too appealing to Kit. Breathing deeply against the sole, the kodiak bear hummed again. His warm breath was being exhaled against the same surface and it made Moss' foot flex a bit. He could feel the other bear's nose twitching against the bottom of his foot. Kit not minding his foot musk was a godsend. Dusty wasn't a fan of it and he wouldn't make the grizzly do something he didn't want to.

He allowed Kit to take his time. Having his foot sniffed like this, seeing how much Kit enjoyed it was a boost to his ego. When the kodiak bear got what he wanted, things progressed to licking. With just as much enthusiasm, Kit scored his tongue over the black bear's thick foot. The taste of sweat made him shiver again. Kit proved himself to be a fast learner. His longer tongue was lapping all over, from the heel until he reached the toes. This was done repeatedly and slowly, much to both bears' delight. In no time at all Kit was worshiping Moss' foot, both cleaning and massaging it with more licks.

"Mmm...fuck. That tongue of yours..." Moss groaned. "Get deep in there."

The "in there" was in reference to the black bear's toes. Kit licked over each of them and then slid in between them as well, just what Moss was awaiting. The silky surface was cleaning away the sweat there too and it felt good.

"Run that tongue all over. I might not need a bath if you keep this up," Moss said.

Kit had plenty of reason to do so despite just being told to. There was plenty of musk for him to intake as he licked. Moss' sounds reached his ears and served as encouragement. Simply wiping away the sweat wasn't enough for Kit. He took it upon himself to start sucking on the toes as well. Moss actually jumped a bit when he felt this but was quick to melt from the feeling, letting loose a deep rumbling groan that was akin to a purr.

"Fuck... Fuck me, Kit..." Moss huffed. His already hard cock was aching now, twitching madly and leaking precum that dripped back onto his own crotch and thighs. Kit took his time licking and sucking over the toes, cleaning away their sweat entirely. Even then the kodiak bear didn't let up. Moss continued to feel the tingles racing through the rest of his body.

He eased from the first foot and moved his muzzle over the second. Just as he had before, Kit began rubbing his face against the surface. Doing this was grinding the sweat into his facial fur. Wearing the foot musk on his pelt only heightened his excitement. He huffed against it while doing that, exhaling deeply and with a smile on his face. After getting his fill on the scent, Kit put his tongue to good use again. He licked all over it, including the toes that flexed and curled against the wet surface. After licking up and down the other foot's length, he gave his full attention to the toes again, licking and suckling on each digit softly.

"Alright, alright... I got something else to test that tongue on," Moss said. All of this licking had only riled him up. There was only so much pleasure that one could get from having their feet licked. One thing he knew for certain was that Kit's oral talents were likely to be heightened thanks to his bigger and longer tongue.

Given direction by the black bear, Kit was guided in lying down on his back while Moss was the one to rise up. Being in completely opposite positions now, Moss came in close and presented the other bear with his large and soft rump.

"You knew it was coming eventually," Moss said with a snicker. "Be gentle with it. But not too gentle..."

Kit knew just what to do with it. Naturally Moss took things as far as planting his ass down on the kodiak bear's face. This was something that Kit was used to and he grew to enjoy the softness and weight of Moss' backside. Of course he was able to handle more now and the black bear was already taking advantage of that. Kit's muzzle slid in between the black furred cheeks and he basked in the direct musk that filled his nose to start. After getting himself acquainted with the familiar smell in a new way Kit put his tongue to work again. He ran it directly over the other bear's rim. By doing this he was getting a taste for the light sweat that coated the entrance as well. Of course he was instantly hooked on his other mate's rump musk and wanted more smells and tastes of it. With his vision obscured by the plumpness of Moss' ass, Kit relied on his other senses to guide him, namely his senses of smell, taste, and touch. The last one was used in the form of his tongue tracing small circles along the wink. Doing this was making the soft hole wink and Moss' entire body shifted from him jumping a bit.

The black bear was expecting it to feel good but not this good. Kit hadn't even pushed his tongue in yet and he couldn't stop himself from shivering. There was no denying that Kit had mastered use of his muzzle. Dusty's reactions to the blowjob should have clued him in but Moss wanted to feel it for himself. He wasn't as prepared as he thought. His rim was being licked all over, made wet and warm from more and more saliva getting on it.

"Mmm... Just like that..." Moss said. In his own way he verbally encouraged his fellow bear to keep it up. The wetness from a bit of sweatiness had been entirely replaced and then outdone by Kit's saliva. The sensation of wetness was increasing with every lick that came after. Wanting more of this from his mate, Moss dared to ease just a bit more weight down while also pressing his rim even closer to Kit's lips.

Understanding what the other bear wanted from him, Kit acted accordingly by doing what he always planned to do. Moss' rim was already thoroughly licked so the only thing left for him was to push his tongue inside. He breached the soft rim, getting it to slowly spread around the invading muscle. Moss felt this and was quick to moan out from the feeling. Kit didn't keep his mate waiting for long. Upon having some of his tongue inside he began lapping it along the soft and warm surfaces.

Moss' anus was quick to clench down on the moving muscle. The black bear's moans grew even louder from Kit simply powering through the tightness, easing more of his tongue inside and licking with more force. Simply grinding and twirling inside the passage was enough to spread the warmth and wetness of his saliva. While doing this he was enjoying the musk that was much lighter now and the slightly muffled sounds that Moss was making from above. Usually the chubby bear would be saying something dirty but it seemed he was having trouble forming words in general.

Kit's assumption was correct. As the tongue reached in ever further the rimming as a whole became all the more intense. Contact was made with Moss' prostate and that had an instant effect on him. His cock was already hard from watching Kit and Dusty have their fun beforehand but just couldn't resist taking hold of his length. While Kit was still rimming him like that, the black bear began jerking himself off roughly and quickly.

"F-fuck, Kit. Keep working that tongue. Push it in deeper and don't you dare stop!" His order was immediately acted up and now all of it was inside of Moss. He bit his lip from the feeling of Kit's entire tongue moving about inside of him. Combined with the added pleasure of stroking himself, Moss was panting heavily now. More precum oozed from his length and that was used as lubrication to aid him further. Kit wasn't just rimming the other bear, his tongue was moving and twirling in specific ways that brought more sensations than if it was just worming about in a random fashion. Kit also knew what Moss liked. Having a bigger tongue allowed him to take it all to another level.

After another direct lick over his prostate, Moss was then treated to another sensitive spot within his anus. After giving that spot some attention Kit moved on to run his tongue along another specific spot. It was all too much for Moss to keep up with. He was stroking himself even faster now, the jerking being pretty loud from the amount of precum that had leaked out onto his hand. Between the fervent stroking and Kit's oral talents, the black bear knew he was going to be lasting much longer.

"Fuck... G-get that mouth up here!" Moss ordered. The black bear raised himself up and the tongue was snatched from his anus. Moss turned himself around and kneeled a bit while taking hold of Kit's head to keep it in place. His other hand was still wrapped around his cock and pumping away at his length. It was pointed directly at the kodiak bear's face. Kit could guess what was coming next and braced himself by opening his muzzle.

When Moss reached his climax, he snarled from the feeling. Fat ropes of his cum were flying from his cocktip with force. Lines of the hot spunk were soon clinging to the kodiak's face. Moss continued to groan and pant. His climax was still lasting and more cum spurt out to further streak his neck and chest. Kit embraced it all and moaned as well from the heaviness felt on his fur where the cum was clinging. A rather large mess was made of him when Moss finally came down from his orgasm. He looked down at Kit and snickered.

"You look pretty good like that," Moss joked.

Kit rolled his eyes in an amused manner and took a moment to get his face cleaned in the water. When he came back Dusty and Moss were already waiting for them with their rumps pointed at him.

"You really know how to keep us waiting," Moss said.

"What's all this?" Kit asked.

"We thought about what to do next and came up with this," Dusty explained. The plan was for Kit to use them both as he saw fit. Kit wasn't sure about it at first but after getting himself in position behind them both he tried it out. Going from one to the other, Kit tested out the other bears' idea. He started by penetrating Dusty. After a few strokes he pulled out and pushed his cock into Moss and continued from there. He had to admit that there was something both fun and exciting about this. Their moans served as motivation along with the chance of playing with their asses as he thrust into them. Moss especially liked having his rump squeezed and smacked.

After going back and forth for a while longer, Kit decided to put his focus on Moss for an extended period. Dusty didn't mind and was actually glad to have a small break. The grizzly's cock was throbbing hard and he wasn't sure if he could have lasted much longer. He watched as Kit got behind Moss' plump backside again. The kodiak bear had an almost hungry expression as he gave it another round of rubs, squeezing the mounds before he pulled them apart. Right after doing that he pressed his cocktip to the already stretched and welcoming rim.

As his cock slid in again, Kit and Moss were moaning out together. It slid all the way in and both were enjoying the feeling in different ways. Moss' hole was squeezing down on the other bear's length and Kit was already working to thrust against them. Kit began to slowly rock his hips, loving the already hot and slick state of his partner's tailhole.

"Ooh yeah..." Moss moaned. He balled his fists in response to the pleasure that washed over him. His body was being slightly rocked by the bigger bear's force. Kit was very much enjoying the sight of the black bear's rump jiggling in response to his thrusts.

"You're really taking it..." Kit said. He was impressed by how easily his length was swallowed up. It was almost as if Moss' hole was trying to suck him in. It remained tight even after the pounding endured so far. The sounds of their bodies coming together were also easily heard.

"S-shut up!" Moss' reply came rather sharply but Kit wasn't put off by it. He just chuckled and kept it up while Moss was clearly trying to downplay how it felt for him. The kodiak decided to not press the other ursine. Moss would let his true feelings be known soon enough...

Kit put more focus into just moving his body. He was doing so in a bigger body now. A body that had more stamina and added power. It was felt racing through him. A growl came as another squeeze was given to his cock. In response to this he released some precum that Moss felt being smeared against his walls.

The black bear was feeling the kodiak's cock sliding so deep inside of him. It was amazing. So warm, thick and lengthy too. Touching his prostate was clearly an easy task for Kit because he kept doing it. He had been so surprised when Kit changed into a bear like them. The idea of educating him was exciting as well. But now...in this current moment the black bear was genuinely elated. It was everything he loved about Kit when he was a human but now it was being done in a new way.

"Mmm..." Kit moaned. He reached his hand back and planted a firm smack on his chubby lover's asscheek. The sound was an instant attention-grabber, so was the deep moan from Moss that came right after. A thicker ooze of precum leaked from the black furred ursine and an even firmer clench made it obvious that Moss had loved that.

Kit didn't milk it. He waited for a bit longer before smacking Moss' ass again. The time in between the spanks were inconsistent to keep the other bear on his toes. Moss was panting and blushing hard, even pushing his wide butt against Kit, wordlessly begging the kodiak for more.

Taking him up on that offer, Kit grunted as he leaned his body forward. He essentially laid on top of Moss, wrapping his arms around to keep himself close. Moss felt the weight on his back and readied himself. But a loud moan was still forced out of him when Kit shoved forward with his pelvis.

From that point on Kit was hammering his cock into the other bear's hole. Moss raised his head and was panting hard in response to this. Kit's growls were filling his ears and he could feel the warm puffs of breath on the back of his neck. From Dusty's perspective they looked more like feral bears in the middle of a heated rut. Kit certainly looked ready to breed Moss. His lips were drawn back, showing his white fangs as he continued making deep noises. As he kept rocking his body back and forth, Moss felt the warmth and softness of Kit's belly grinding against his balls. The throbbing of his cock grew stronger and Moss was certain that he was getting close. Pushing him further along were the incoming pushes that gave his prostate more presses and rubs.

Having his body fully on top, Kit was rocking himself hard and slamming his cock in to the hilt every time. Moss' hole was still snug and the clenches along with that provided a hold that Kit couldn't get enough of. Moss couldn't get enough of it either but his body was starting to pulse and his cock was throbbing even harder. A few more thrusts was all it took for Moss to moan deeply. His body shook from the force of his orgasm. Kit let out another deep grunt, feeling even tighter squeezes around his cock. Ropes of cum were being shot out with force, striking the grass and the fur of his own large gut. Hard pants and a slight pitch in his voice were heard from Moss.

"D-dammit, Kit..."

"You can admit that it felt good."

"Fine... It was great. Fuck, I'm actually worn out. I can't move my legs..." Moss said. A huff and sigh came from him as Kit's erection was pulled free from his freshly used tailhole. A bit of seed was leaking out and the feeling made Moss shiver. He was given the time he needed to recover; Kit's focus was on Dusty now.

When he got behind the grizzly, Kit found that it wasn't hard to penetrate him either. Dusty was quick to voice his pleasure from the penetration. The hot and sizable kodiak cock slid deep inside of him. He was being stretched but in a good way and Kit was loving the feeling around his cock as well. Hot off the heels of rutting Moss, he was still raring to go and pushed his entire length inside until his balls were firmly pressed against Dusty's.

"Oh, Kit..."

Kit gave his other partner a bit of time to adjust. By then he was all riled up again. When rocking his hips he did so slowly, taking the time to feel Dusty's soft passage. Like Moss' tailhole, it was wrapped closely around his erection. He was able to push in deep where he was treated to even more tightness and heat. Doing so also got the grizzly to let out more soft moans. It was a sound that Kit couldn't get enough of. While simply rocking back and forth, Dusty was already squirming from the touches given to his prostate. He wasn't on the receiving end as often so he wasn't used to the strong bursts of pleasure that came from being penetrated. Kit found it cute and did his best to ease the other big bear into it.

"It's not too much, is it?" Kit asked.

"N-no... It's perfect," Dusty hummed.

Kit nodded and proceeded. He was still moving at a fairly slow pace but he still pushed his length in deep each time. It slid in so smoothly and both bears made a sound when it happened. Kit was treated not only to the direct pleasure of penetrating the other male but he was also enjoying the mixed smells of sex and their musks. It reached his more sensitive nose and acted as a sort of aphrodisiac. After inhaling the air around them he sighed and pushed in with just a bit more force. Dusty certainly felt that and his body trembled.

"Think you can handle more?" Kit asked while rubbing the grizzly's back with one hand.

"Of course I can," Dusty said.

Kit then pulled back and pushed it in with that same amount of force. Another grunt was forced out of Dusty, this one being laced with an audible bliss. The grizzly hummed and his hole squeezed down again, milking a rope of precum from the kodiak's tip. Keeping this up, Kit got a good hold on the other bear's waist as he pounded into him, smacking his body against Dusty's with enough force to make it audible every time. The slightly muffled thumping of their bodies were heard along with their voices.

Being still close by to them, Moss was watching the action play out. He would have felt a little jealous if it weren't for the pure satisfaction that he felt. His eyes were moving back and forth in time with Kit's rocking and their joined moans would make the black bear's rounded ears flick. He couldn't help but smile as he watched them.

Dusty of course felt his own length pulsing even though it wasn't being touched by him or Kit. The stroking of his prostate was really doing a number on him. More precum was released into him. The building heat and wetness added to his arousal as well. Being filled and rutted into by someone he cared so much about made it all feel so good. They were giving each other pleasure, trading it back and forth. Going in until their balls touched, both bears were feeling tingles and pulses overtaking them.

"I think I'm close..."Dusty said. His voice was a bit strained, suggesting that he was trying to hold it back. "I want you to see me..."

They paused and Kit pulled out. He helped Dusty roll over onto his back so they could face each other. Kit eased in and pushed his dick back in. With another simultaneous moan the pair picked up right where they left off. The kodiak took hold of the other bear's legs and kept them elevated as he rocked his hips with greater speed this time. Still keeping a rhythm, the biggest bear among them was now slamming himself into Dusty and he was growling again while doing it. The grizzly was unprepared for this but he quickly melted and was moaning out for more in no time at all.

Rutting roughly into the other brown furred bear, Kit continued to slam himself in all the way down to his cock's base. It would pulse while deep in there and release more precum. He was giving the prostate and onslaught of stimulation that kept Dusty's voice loud. The grizzly failed to announce when it happened. Another firm thrust it just came over him. The grizzly snarled and arched his back. From his cock, ropes of his seed were spurting all over his soft belly. Seeing that his partner achieved release, Kit sighed and pulled out of him.

He gripped his cock and asked both Dusty and Moss to come in close. Understanding, the pair of bears did so. Kit had stood up and continued pumping his length as the grizzly and black bear were kneeling before him, awaiting what was to come. It didn't take long for Kit to start grunting through his clenched fangs. His pumping ceased when thick ropes of his bear spunk came shooting out, being released onto the waiting bears' faces. They both moaned as the thick and hot ropes landed on them, they basked in the feeling, scent, and arousal felt by being marked like this. Kit was left breathing heavily when the last drip of his cum oozed out. He looked down and admired his work: their messy faces and the smell of his own mark that was already reaching his nose.

"W-wow... That was really good..." Kit said.

"Now, shall we get ourselves cleaned up?" Kit offered to help them both up to their feet. Together they went into the water to clean themselves up. As the water washes the visible evidence of their mating away the scents of each other still remained on their pelts and it was easily smelled when they returned to camp. It was rather late by then and the trio were tired. As soon as they could, the grizzly, kodiak, and black bear retired to their shared dwelling. There was a bit of trouble when it came to fitting them all onto the same bed. It was a tight squeeze but they made it work and Moss sleepily said he would take care of the problem later. For now they were all huddled up close and soon in a deep shared sleep.