Ch. 1- Bear Naked

Story by Furry Guy on SoFurry

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#1 of A Different Form


This is my first real attempt at a story, and I'm pretty pleased by how it turned out. Comments, negative and positive, are greatly appreciated, as I'd love to improve my writing as much as possible. Parts you like, parts you hate, parts that are cool and parts that are flat- let me know about it all. Much appreciated. And enjoy. Don't focus on, um, the writing quality too much on the first read, though. :)

"Do you trust me?" I asked Michelle, looking into her beautiful, dark brown eyes.

"Yes," came the response. This made me very happy. I warned her, "It may look sort of scary, but trust that no matter what, I am still in here and in control. My body may change, but I'd obviously never hurt you."

"I know."

First light was just coming, with a cold, steely blue starting to cut into the room through the slats in the blinds, early on this wonderful, almost sacred, Saturday morning. Last night was another great night of making love. I was so madly in love with her, and yet, I had, up until now, kept what is undoubtedly my biggest secret from her. But not any more.

With that, I climbed out of bed, and began to concentrate on one of my alternate forms. I am blessed, because I am able change to virtually any creature, any stage at will, any time, any where. I have never showed or told a single soul before, this is my first time I've ever changed in front of another person. Except for.... well, that's a story for another time and place. It felt good, knowing that I could reveal it to someone. And to her! I couldn't think of anyone in the world I'd rather have know.

My body started to tingle, as if there is slight current running through me. Almost immediately, the effects began to show. My muscles, usually not my best feature, have begun to grow. The feeling is so good, almost orgasmic, and slowly, they increase in size, preparing for the task that lies ahead for them. I was definitely going to be bigger than my usual 6'2", 200 pound self.

All over my body, they were expanding, growing to sizes that were not grotesque, but definitely could win some junior body building competitions. My biceps were beginning to strain the fabric that makes the sleeves on the plain white shirt I slept in last night, and stitches were snapping here and there. Elsewhere, my legs were bulking up considerably, looking like they would be able to heft 600 pounds around with ease. They would need to do more than that this morning, and very soon.

The extra fat on my body, mostly on my stomach, began to melt away, revealing a very powerful six pack, showing through the now quite tight shirt. My Pecs were beginning to beef up, too, and I know that soon, the next stage would start.

And it did, just like clockwork. My body started to sprout thick hair all over. It feels like a big, heavy blanket has been thrown over me and is beginning to settle on top of me. The extra hair starts at my shoulders, spreading down my arms, back, and chest. It also begins to spread from my still very human looking genitals, moving down my legs, and meeting the growth that started up above about half way up my torso. The hair continues growing, getting longer, and thicker, its deep brown coloring lending me an almost majestic look.

It fills the shirt and now straining boxers even more, and seems to dull the appearence of my powerful muscles, but they too are still growing underneath, and muscles that I did not even seem to have before look downright massive. My back now has muscles criss-crossing it, making it appear broader, even though it wasn't. At least not yet. A pleasured moan escaped my lips, unable to keep the feeling inside. And yet, the best is yet to come.

The slowing down of my hair growing leads to the next stage- my body growing. Michelle was still lying in bed, staring at my now fur covered and muscle-bound body. With that, my body begins to grow. This was almost my favorite part. My back and shoulders grew further apart, creating a broader torso, one that was much more powerful and erotic than my human form's.

This finally took its toll on my tortured shirt. I could have taken it off before I started, but I love the feeling of the fabric tearing, and my new, Grizzly body being freed. It rips at the shoulders, and the growth accelerates and spreads down my chest. Quickly, the shirt is shredded and no longer contains my huge body at all. I look down at my hands as my finger nails fall off, and claws suddenly pierce the ends of my fingers in an eerily painless fashion. The black claws grow to about an inch, and suddenly retract, one feature that is very handy.

My upper body was now very large, and my proportionately smaller legs are really working to hold me up. This makes just standing a very difficult task, as the incredible feeling is also making it hard to keep myself standing. Almost as if it were in reaction, the growth begins to spread down- but not to my legs yet. This was my favorite part.

My penis, usually a pretty averge 5.5 inches, begins to grow. Even though it's soft, it is expanding at a rapid rate, pushing my boxers out and forcing them to their absolute limit. My now fur covered balls keep pace, growing from a size that's natural for a 20 something human male to a pretty impressive tennis ball size. The feeling is simply perfect. It is like the simultaneous explosive pleasure of 500 orgasms, but rather than a single burst, it is a continuous rush of pure pleasure. The slightly constrained feeling that was distantly present vanished as my growing package finally ripped open the boxers that bound them, spilling free of the confining boxers.

My shaft accelerated in growth once it was set free, growing to an impressive 8 inches- soft. My balls were now tightly stretching my furred sac, at the size of a grapefruit apiece. This in particular seemed to catch my loves attention, because she was staring very intently at my large manhood. My groans had since turned into lower, bearish growls, communicating the pleasure I felt. Suddenly, a sheath began to grow at the base of my penis, growing around it, and moving up my body, along up to my stomach, taking my shaft with it. It finishes growing, and my large penis is now encased in a furry sheath until it's needed.

At this point, the growth moved to the rest of my body, expanding my waist and hips, finally getting rid of the fabric prison that used to be my boxers. My legs have a sudden burst in growth, increasing in length to make my frame proportionate. I am now about 8 feet tall, and I look down to notice that my feet have taken on a somewhat more squarish shape, mostly due to their greater width now. My toes had lost their nails and grown claws, just like my hands, which had grown in a similar fashion to be broader along the way. Suddenly, pads began to push out of the palms of my hands and the bottoms of my feet. It was a very bearish touch that I loved.

Although I was almost complete, there were still changes to be made. Throughout this intense transformation, my head and face have stayed mostly the same. That changed, as my face began to pop, and push out into an ursine shape. It pauses shy of being a full blown bears face, but my mouth and nose continue to grow out into a muzzle. If I could see my own mouth, by now I would be treated to a very intimidating sight- my teeth were undoubtedly replaced with much more nasty looking fangs by now. My tongue gets a rougher finish to it, my eyes turn brown from their usual blue, and my ears were just finishing their move to the top of my head, sticking out of the top just a bears would.

Then, suddenly, all my senses were greatly enhanced. I could hear, smell, and even taste everything in the house. I could see like it was clear as day, even though light was barely filtering in to the bedroom.

A tail pushed its way out of my butt, finishing the bear changes. My entire body then grew a little more, leaving me at about 9 feet tall, and about 1,000 pounds of muscle, fur, and sex. I let loose a loud ROAR in celebration of my completion, and I looked down at Michelle. When I spoke, a new, deep, gravelly, bearish voice asked, "What do you think?"

She responded, "I want to feel your body in mine." I was only too happy to oblige.

My dick began to grow as she began a quick strip-tease, taking her bra off, exposing her firm, large breats. Then, she takes her small thong off, and as she climbs into bed, she lifts her leg extra high, flashing her slit at me for a moment. She then beckons for me to join her. My shaft quickly becomes fully erect, becoming the 18 inch long, 4 inch wide beast that matches my impressive new form. A knot pops out of my sheath, about the size of a grapefruit, as I climbed into bed, laying on my back. My partner rubs her naked body on my fine pelt, and she slowly climbs up onto me, admiring my large rod, looking lustfully into my eyes.

"I don't know if it will fit!" she says, looking wide eyed at the large cock in front of her.

As she stradles me, I tell her, "Don't worry, I think it will," winking at her. I think back to how I got the ability to change- it was a similar story, but the roles were reversed to how they are today. Ahh, the memories of my very first change... But, again, that's another story for another time and place.

I tell her, "If you want to be like this, like me..... it can be done." My new, deep, gravelly voice had a quality that really seemed to turn her on, in case she wasn't enough already. "Those noises you were making..... it doesn't hurt, does it?"

"It feels amazing," came my response.

"Then, yeah, how do I become a bear like you?" I smiled, and looked at her over my shaft, now dribbling pre.

"It won't hurt for too long.... but you're gonna have to hop on for a ride." She replied with a big grin, and began to get into position over my large cock.

She looked at it again, still dribbling, and began to lower herself onto it. Her hot sex drew closer and closer.... until.... there it is! I felt her lips begin to brush the tip of my cock, and she continued lowering onto me. Fortunately, I was already pretty lubed, since I'd been leaking for a while, and it didn't sound like it hurt at all, really. She was so tight! I couldn't believe the feeling; it had been a long time since I had sex in this form. She began to suddenly writhe in pleasure, but she had stopped moving down on my length. It must have been starting.

And indeed, it was. I could see her muscles developing, just as mine did. She was moaning in pleasure as she moved around on my shaft, it felt so good to be feeling her like this. Her muscles didn't grow as large as mine did, and based on past experience, she probably wouldn't grow to be as large as I am. This is in fact also true of real Grizzlies, the males are larger by a decent amount, so for some reason, it carried to us shifters. Chalk it up as one more thing I don't understand.

Her muscles were still smooth and very graceful when they seemed to stop their growth, but there was an undeniable look of power in them. At this point, her transformation into the Grizzly seemed to take a slight detour from my own. Her body began to expand, without fur for now. Her shoulders spread a little bit, growing larger, encouraged by my contagious pre-cum, which was still in the process of filling her very moist sex. The feeling of her on me was still incredible- but I couldn't wait for more. The change moved to her breasts, her already large D's growing into an incredible size. It felt so good, I couldn't even think of a comparable thing, but they were growing nice and big, incredibly not losing any of their firm feel or perky appearance.

The rest of her began to increase in size now, probably leaving her a good 7 feet tall, and it felt incredible as her inner regions changed into those of a bear. I could almost feel her grow deeper, all the longer to take my incredible meat. Muscles also seemed to grow there, as she was able to work my cock much more firmly now, and it stepped the intensity level up to 11. Her hands underwent the same changes mine did just minutes before, and for the first time, claws pushed through the end of her fingers. Her feet grew wider and grew claws too. Fortunately, we are able to retain opposable thumbs through this change, which can lead to some really good handwork. And did we both have some big hands now.

Her body seemed to be done expanding, indicated by a brief lapse in her groaning, which was progressively sounding more and more like growling as she continued changing for the first time. All of a sudden, fur burst out of her body, it almost frightened me it happened so fast! She suddenly had a beautiful coat of fur that took more than a minute on my own body. Her hands had developed pads where her palms used to be plain, and the same for her feet.

Her head began to change now, as her ears slowly travelled up the side of her head to the top, where they stayed, and began to grow a bit. Her face started pushing out, while her mouth and nose sort of fused together to form a snout, and pushed out further, with a painless *crack*. A tail pushed out at the end of her spine, and she suddenly grew a little bit more in size. She suddenly stopped working my cock with her insides as she stood up, pulling off of me, and roared with the completion of her virgin change. She was even more beautiful as a bear than as a human, I thought. I noticed, smiling to myself, that my copious fluids that had built up, changing her, were running down the inside of her thigh now that she had pulled off.

"What do you think?" I asked her, knowing that she was already quite happy with her newly acquired, alternate body.

"I love it!" came her response, in a voice that was a bit deeper, but still unmistakably feminine, and very sexy. I think the same thing was on both of our minds- we had to try out her new body, and quick. She was now dripping more than before, indicating that she was also now producing a healthy amount of her own fluids. As they dripped onto my muscled stomach, I pulled her down, from one beast to another, and she mounted me for the first time as a Grizzly.

She went so slowly, taking my cock more readily and comfortably than before. But at the same time, it felt even better than when I started to change her! She descended all the way down, inch by inch, until she came to my large knot. Then she moved up. I helped myself to feeling her new body, from her strong hips to her massive breasts. She started back down, speeding up a little this time. We were growling intermittently from the pleasure, the feeling amplified by our animal bodies. It felt incredible to have her join me in this form! I was so happy it was hard to believe. My thoughts were promply interrupted by her outer lips brushing against my highly sensitive knot once more, as she started up again.

At this point, we sped up, growling and panting together, basking in the sensation of one furry body against another, of two beasts becoming one for the first time. As we sped up, I pulled her body down against mine, as she went from vertical to horizontal with me, each stroke feeling better than the one before, punctuated by the simply electrifying feeling of her brushing against my large knot. It was going to break into her at some point, I could feel it. As we continued our hot bear sex, I could feel her getting closer to the finish, and in fact, I was getting there too, after what must be the best sex of my life. As the end drew near, I increased my effort, pistoning my rod into her, getting closer and closer to fitting my knot in her. It was so close, so close. I could almost feel it, until *pop*! I heard, and especially felt my knot enter her. She roared in pleasure as it squeezed in, plugging her up, and she began to tug on the knot, causing what felt like pure energy to coarse through my powerful body.

This was enough to push us both over the edge. Between her feeling my knot in her, and me feeling my knot being squeezed and worked so tightly, I felt the point of no return bearing down on me fast. And then, I was over it, and the orgasm quickly followed. A blinding moment of the purest ecstasy, where I could feel or think of nothing, followed by a loud roar leaving my mouth with the first pulse of my shaft, the strong vibrations of my yell adding a new feeling to the already orgasmic moment. This was enough to push her over the edge too. She began to clench and unclench on my shaft and bulbous knot, causing me to orgasm a second time. I was barely done with the first one! With the continued pulses of cum being thrust from my shaft, an even louder roar escaped my mighty ursine body, matching hers and creating an amazing chorus of bear cries, brought on by the pleasure of our beastly sex reaching its conclusion.

I filled her up, to the point where I could feel her pussy being pressed down further around my knot, which was holding firm, and letting none of our combined juices out of her. She tried to pull off, but was surprised by resistance, when I said, "That was the most incredible sex I've ever had," surprised again by my own bear voice.

"I couldn't have even imagined that! I'm very glad you showed me your bare naked side."

"You mean, my bear naked side?" I asked her, smiling at her.

"Yes, and thank you for passing your gift onto me. We'll have to do this a lot, I'm afraid," she said with a wink.

Then I told her of my ability to change to any animal I wished, and that when we had sex when I was that animal, she would then change into that animal as well. Much like she just did. This excited her, and she let me know by pulling her snout to mine, and engaging in a deep bear kiss, while also squeezing my cock and knot again, sending pleasure shooting through me. Finally, She pulled back, trying once again to dislodge my massive bear cock from her. "It's gonna be a while yet," I warned her.

She reacted with a smile, saying "There's nowhere I'd rather have that cock be right now."

I yawned, exhaustion suddenly catching up with me from all that fantastic sex and the erotic change. It seemed like that was ages ago, when I was ripping through my shirt with my fantastic growth, and changing into a beast. She would have seen my face turn red if there wasn't fur covering it, but she fortunately seemed to be exhausted as well. The first change is quite draining. That, coupled with the fierce sex, meant we were both about ready to go back to sleep. As the world faded to darkness around me, my shaft still deep inside the love of my life, wrapped in each other's arms, I couldn't help but think that life was perfect. And at least for that little while, it really was.