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"Ahhhhhh...." Ben sighed as he sunk into his extra-large custom made recliner, letting the weariness of a long day at work wash away with a cold brew and a fat, juicy, steak cooked just the way he liked it, medium-rare. The bear may have been retired air force but he couldn't stand the idea of retirement, sitting at home and lazing around. 'Although it would allow for more fun with David, and maybe I could convince him to bring his bison friend with him,' Ben thought to himself.

Just as Ben dove into his steak with the zeal that only a bear could muster, his cell phone went off. With a sigh, Ben wiped his hands down with a napkin and got himself up to his feet to go see who had texted him. Hopefully it would be David asking for another romp in the sack. Man, did that lithe little husky get his motor running. Ben's sheathe twitched in agreement, drawing a low, rumbling chuckle from the bear's barrel chest at his body's independent reaction. When Ben made it to the kitchen and picked up his phone, his thoughts of sex quickly died when he saw who it was that had texted him: It was Gene Simmons, the soccer coach at David's high school and his old air force buddy, also retired. Ben opened the text and it read:

"It's that time of year again. I'll meet you at the spot in two hours. I've got the grill, charcoal, and booze. You bring the grub. See you soon, -Simmons."

Ben rubbed his eyes the gentle relaxation of his evening withering away. He couldn't believe it had been a year already since the last time he and Simmons had gone to visit their best friend Ralph up at the Furlington National Cemetery for Veterans of Foreign Wars. The three of them had been grunts together in basic training and had once been a damn good field op team. One of the best according to that crusty old general that had given Ralph's eulogy.

Ben walked back to his bedroom and stripped down so that he could slip into his old uniform. The reflection of an ursine in his late 40's, early 50's caught Ben's eye and he stopped for a moment to study the reflection. The bear in the mirror had to be six and a half feet tall and 280 pounds of almost all muscle, but time weathers all and a slight gut had formed at his waist. The brown eyes he had scrutinized his features, from the close cropped salt and pepper beard, to the faux-hawk that formed so naturally on top of his head. An attractive treasure trail lead from his muscular chest down over his gut and ending in a maintained pubic bush. This bear didn't shave or anything, just trimmed to keep the fur close cropped to his body, just like his beard and hair. Time in the military just ingrained certain things into your brain that their habits and tendencies became yours.

Beyond the trail of neatly kept fur sat Ben's chubby sheathe, just the tip of his black member peeking out over the top, not with arousal, but with the urge to use the bathroom. Ben glanced down at the reflected bears heavy looking, low hanging balls, each one just smaller than a tennis ball but larger than a golf ball. After shaking the stare at himself, Ben padded into the bathroom to relieve himself. After flushing the toilet, Ben returned to his bedroom and pulled his dark blue officer's uniform out of the closet and laid it out on the bed. All of the pins and medals he had earned since JROTC in high school shined from countless hours of polishing with nothing but a piece of cloth and a little bit of oil for metals. The ritualisticness of donning a uniform brought a sense of calm and focus the Ben enjoyed and marveled at every single time he changed from his civvies clothes into anything he associated with the air force, even his grunt fatigues back in the day.

'Hmmm... This feels a little tighter than I remember. I guess I should up my gym regiment. Either that or have my uniform let out a bit.' Ben's musings were interrupted when his phone beeped again. 'What could that damn wolverine want now? I told Simmons I was getting ready. When Ben picked up his phone ready to tell off Simmons for texting him again he instantly softened when he saw that the txt wasn't from Simmons, but from his little husky friend David.

"Hey papa bear, I'm free for the night, d'you think I could come over? A lot has happened since we last talked and boy have I got a story for you. It's about me and my friend Teddy. Let me know! -David"

Ben smiled sadly wishing that he could tell the husky yes, he can come over. With a quick text saying that as much as he would love to have David over, he has to go out tonight for a very important meeting with some air force buddies from back in the day. David responded quickly saying:

"That's alright Ben, I'll just go hang out with Teddy, but here's a pic of what you'll be missing out on."

Ben cocked an eyebrow smirking as he stared at the picture that David had sent of himself wearing nothing but a bright red with white trim jockstrap that was clearly straining to cling against David's crotch. What made the pic even better was the fact that it was a side view, revealing that it was an assless jockstrap, giving Ben plenty of wild ideas that he could use to tease the husky in revenge for this. Ben's reply only said:

"David you better wear that the next time you come over or else I'll punish you, naughty pup."

David responded with a lol and a promise to definitely wear it over next time. Ben had to force his throbbing meat to go down so he could put on his uniform pants and jacket without reeking of musk. Ten minutes later Ben was out the door and on his way to the market to pick up three more steaks for himself, Simmons, and Ralph. Another twenty minutes after finishing up at the supermarket where the cashier had generously given him twenty percent off his purchase, Ben pulled into the parking lot at the cemetery next to Simmons car where the wolverine was leaning casually against the driver's side door puffing on a cigarette. Ben got out of his truck and walked up to Simmons, steaks in hand.

"Hey Gene, how've you been? I can't believe it's been a year already."

Simmons put out his cigarette, letting out one last puff of smoke before finally looking at Ben.

"I'm doin' alright I guess. And yeah, time flies when you stay busy like we do. But you don't really try to remember like I do."

Simmons gave Ben a look that said "I still blame you," but Ben wasn't going to have this fight again, so he just walked to the back of Gene's car and popped the trunk, hoisting out the grill and the charcoal, passing them off to Simmons so that he could grab the cooler full of booze.

"C'mon Gene, let's get up there. We don't want to keep the groundskeeper here all night like last year. With a snuffle and a snort, Simmons started walking with Ben right behind him, the two of them easily falling into step with each other from their years of serving in the same squad. They walked past the little cottage where the groundskeeper lived and were greeted with a nod from the old Koala on their way up the hill. When they finally reached their destination the two of them began setting up the grill, getting it lit and placing the steaks over the flames. After cracking open two beers the two furs stood silently, the only sound coming from the sizzle of the steaks. Neither one of them spoke until the steaks were done and consumed, leaving one on a plate for Ralph. Ben stared at the headstone that Ralph's steak was balanced on, just intently reading the words on it to himself over and over:

"Here lies Raphael Sullivan, beloved friend, loving husband and father, and one bad-ass fighter pilot"

Ben always smirked and laughed a little when he read that part. The bear could feel himself choking up as he remembered the conversation he and Ralph had had about what the Mountain Dog had wanted on his headstone to be remembered by. It was a somber moment but Ralph had always been able to make even the most serious and dire of situations funny with his sarcastic comments and the way he always took "danger by the balls and squeezed," as Ralph so delicately used to put it.

_ 25 years ago...._

A much younger Ben Ursus is sitting in a rowdy bar on leave from the war with his buddies Gene Simmons and Raphael Sullivan looking to get shit-faced and forget that they will be heading back out to the warfront in two weeks, resuming battle with the insurgency.

"Alright boys, Alright. We are officially on leave from this god damn war. That means that we're gonna get shit-faced drunk, hit on some pretty girls that are here with their boyfriends so that we can beat the shit out of the pussies the girls are dating and show them how real men protect and fuck their ladies. AM I RIGHT BOYS?!?"

Ralph was holding his mug up in the air looking back and forth expectantly from Ben to Simmons waiting for them to respond. The bear and wolverine burst out in laughter at Raph's act fully knowing that Ralph didn't flirt with the ladies. All three of them preferred men and liked it that way. Most women were snooty and wanted to be taken care of. They want their needs met and then be left alone. Only a man really knows how to pleasure another man without expecting to be taken care of like a kept woman.

"Ahhh, shuddup and sit down Ralph. If you do, we'll go for a romp back at a hotel before going back to base. Besides, if you actually got into a fight with one of the losers here the whole bar would be on top of us. We could easily take them, but I'd rather not have to explain a bar full of bleeding furs to Captain Keyes again. Last time he made us scrub the latrines with nothing but bars of soap and toothbrushes. And he promised that if it happened again, we wouldn't even get the toothbrushes."

Simmons glared up at Ralph, causing the Saint Bernard to plop back down on his barstool with a harrumph.

"Simmons yer such a priss, not wantin' to get yer pretty lil' hands dirty whether it's fightin' or cleanin. But since you asked so nicely I won't get you in trouble with Keyes, ya damn pussy. I've seen cubs with more fur on their chests, jeezus!"

Ralph bumped shoulders with Simmons and Ben just laughed out how these two were best of bros and yet always fighting. They were complete opposites, Ralph being brash and ready to brawl whereas Simmons is more cautious and tactical. Ben wouldn't want either one of them to change since the balanced each other out.

"Well if the two of you are done with yer pissin' match, we've got booze to drink and the money to pay for it before we head up to the hotel. Barkeep! We need six shots of your strongest stuff before we roll out!"

"Damn Ben, you took me serious when I said we should get shit-faced! BWAHAHAHA!"

Ralph slapped a heavy paw on Ben's shoulder that would cause a normal fur's knees to buckle had they been standing. Simmons smirked and downed his two shots before standing up, a little wobbly but steady enough to walk on his own. Ben and Ralph were right behind Simmons as they walked out of the bar feeling pretty good with the booze pumping through their veins.

"So what floor are we on Ben? If I have to climb a lot of stairs I won't make it to the room, heh."

Ben chuckled and told Ralph that the three of them were in room 312 on the third floor of the hotel just down the street. With that said the trio walked off towards the hotel planning all sorts of fun to be had while in there.

After about a fifteen minute walk and a short ride in the elevator, Ben, Ralph, and Simmons had arrived at the door to their hotel room. Simmons swiped the key card through the slot and gestured for Ben and Ralph to enter the room first. After they had all shuffled into the hotel room, Simmons closed and locked the door behind them before heading over to the mini-fridge in the room and pulling out three more beers for him and the guys. Ben chugged his beer down and tossed the empty bottle in the trash before standing up with a content rumble, scratching his belly.

"I gotta use the pisser. Don't do anything stupid while I'm in there. That means you Ralph."

Ralph through his hands up in the air innocently earning himself a sharp look from the bear before they both smirked and Ben walked around the corner to the bathroom. Ben stood in front of the sink for a moment and rubbed his face, thinking about the eventual return trip to base, and eventually, the war front. Ben would give anything to be able to send Simmons and Ralph home, keep them away from the battlefield, but if the guys found out that Ben had a hand in their relief from duty, it would end very ugly for their friendship. But then again, they would be safe, even if meant that they would hate the bear, and that was a risk Ben was willing to take if it meant protecting those he cherished. Ben splashed some cold water on his face and shook those thoughts out of his head before relieving himself and wiping down his sheathe from any remnants of piss. He may not be able to shield Ralph and Simmons from war, but he could take them for wild rides in the bedroom when the three of them had time off together like this. Ben shrugged off his shirt and left the rest of his clothes on the bathroom floor, walking out into the bedroom in the buff.

Ralph and Simmons looked up at Ben, breaking what looked like a very good kiss and smiled up at the naked bear.

"It's about time you got your fuzzy arse out here Ben. We started without you figurin' you might want to change your tampon while you were in there."

Simmons and Ben laughed at Ralph's smart-ass comment before Ben crawled up on the bed and plopped himself right between the Mountain Dog and Wolverine, his back to Ralph and facing Simmons.

"Oh, Benny wants to be the meat in a bear sandwich? Fine by me, I don't mind a snack with some heft to it, heh."

Ben rolled his eyes and chuckled before pulling Simmons closer and into a kiss, assaulting the thinner male's mouth, the wolverine letting out a moan as the big bear claimed a conquest of his muzzle.

"Well don't pretend I'm not here boys, This Bernie needs some lovin too!"

With that comment Ralph draped his arm over Ben's shoulder and rubbed the ursine's barrel chest, playing with the nipples there, pinching and rubbing and twisting while he nibbled on the bear's neck. Ben moaned, tilting his head enough to give Ralph more access to his neck without relinquishing control of his kiss with Simmons. Ralph's pleased rumbles resonated down Ben's back. Simmons finally broke the kiss and looked down at Ben's cock, fully hard and leaking pre. With a smile and a trail of kisses down the bear's chest and abdomen, Simmons came face to face to Ben's trouser snake, the black member pulsing slightly with arousal. Ben brought one of his hands down to Simmons head and guided the wolverine's slick, hot muzzle onto his member, enjoying the tightness with which the smaller male provided with his sucking.

Ralph climbed onto the other side of Ben's head, waving his eight inch canine cock in the bear's face before placing his tip against soft, ursine lips and pressing forward. Ben all too happily accepted the cock in his mouth and suckled on it as Ralph pumped his hips back and forth, driving his member from tip to knot back and forth. Further down the bed, Simmons untouched member leaked on the bed wantonly while Ben pistoned the wolverine's head into his coarse pubes roughly. Simmons was very submissive and had almost a total lack of a gag reflex allowing for the rough blowjob to commence painlessly.

"Hmmmm... I think Simmons needs some attention Ben. Why don't we help him out some?"

The trio shuffled around until Ralph was lying on his back with Simmons facing the other way, the pair's dicks dangling in each other's faces while Ben rubbed and pulled at Simmons' pliable ass. While Simmons and Ralph gave each other head, Ben decided it was time to prep Simmons' hole for some real fucking. Ben pulled out a bottle of lube that he had previously stored in the night stand and squirted some onto his fingers, rubbing the cool gel-like substance into Simmons' taint, eliciting a moan and a shudder from the wolverine. Ben pushed one finger against the shuddering hole in front of him and rubbed at it before pushing a thick digit in, easily adding a second one to scissor Simmons' hole open for nine thick inches of bear meat.

Simmons pulled off of Ralph's red doggy dick moaning and squirming against Ben's fingers which had found the wolverine's prostate.

"Just fuck me already Ben! I need you inside me, filling me up with your big bear meat!"

Ben smiled at Simmons' reaction and complied happily lining himself up to penetrate one of his best friends. Ralph looked up at the bear cock and balls swinging above his head and reached out to fondle the heavily swaying bear balls with a light squeeze and tug. Ben rumbled and began pressing into Simmons, hissing as the intense heat and tightness engulfing his dick. Now that Ben was all the way inside Simmons, Ralph decided it was time to play with the bear. The mountain dog reached for the lube, getting enough on his fingers to reach around Ben's fuckable ass and jam two of his finger's deep into the bear.

Ben grunted as his prostate was assaulted by Ralph's long fingers, causing him to thrust in and out of Simmons harder, driving deeper into the wolverine's ass and further onto the thick fingers buried in his own ass. Ben wasn't going to last much longer, and he could feel his balls start to pull towards the rest of his bod. Ralph's other hand shot up and groped at Ben's balls, squeezing lightly and pulling down on them enough to drive Ben into his orgasm. With a bellowing roar, Ben blew his load, shot after shot of hot bear spunk filling deep into Simmons. This sent Simmons into his own orgasm, his 7 inch pink member firing watery seed into Ralph's muzzle, the mountain dog greedily slurping down the wolverine's copious load. The three of them separated to catch their breath and reorient themselves. Ralph didn't wait very long, pulling Simmons against him and lining up to penetrate the spent wolverine.

"Alright Eugenie, I got you a present for your birthday next week."

Gene growled, hating it when anyone called him Eugene or any variation of it. The growl died in his throat as Ralph slammed his canine cock home, filling Simmons up to his knot.

"Oh yeah? And wh-Aat did yOOUuu get me?"

Ralph picked up the pace fucking Simmons harder, getting closer to his impending climax.

"Here's your present bitch! I got you a TIE!"

With that Ralph forced his knot into Simmons and blew his load, shooting out double what Ben had produced and over a longer amount of time.

Ben laughed at the stupid joke that Ralph had told and stood their shaking his head as his malehood retreated back into his sheathe.

"I'm gonna get cleaned up while you two wait for Ralph's knot to shrink. I'll see the two of you back at base, heh."

With that, Ben retrieved his clothes from the bathroom and wiped himself down before redressing and leaving his almost passed out friends on the bed.

Back to present

Ben's reminiscing had him more than a little boned up and miserable with a grief, two very conflicted feelings that left him feeling frustrated with himself for not being able to control these emotions. He started to break down trying to keep away the sobs unsuccessfully. Simmons pulled Ben into a hug, nuzzling into the bear's neck comfortingly.

"I miss him too Ben. I miss him too. C'mon, let's clean this stuff up and get out of here so the groundskeeper can lock up."

Ben nodded and swallowed, grabbing the cooler and the still warm grill. Simmons led the way out to the parking lot and opened up his trunk, allowing Ben to toss the stuff inside. Ben had to rest both of his hands against the back of the vehicle fighting off the grief that was wracking his body. Simmons came up behind Ben and wrapped his arms under the bear's resting his head gently against Ben's shoulders.

"Come on Ben, you're a little too drunk to drive. You're going to spend the night with me at my place. Get in the car."

With their salute to their fallen friend done and their grief spilled out, Simmons drove Ben and himself away from the cemetery and the memories that clung to them there like ferals desperate for hunk a meat. It was time to return to their lives, the way that Ralph had made them promise before his untimely demise.