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Back in their room John walked directly over to the couch and seated himself upon it with a small grunt. The Thanksgiving Dinner had been very good and so were the three oversized helpings he had eaten. Scott smirked as John thumped his heavy feet onto the wooden table in front of him. He then sighed contently and rested both of his ham handed paws on his stuffed belly. Scott turned and locked the door behind him as he entered their room as well.

Scott removed his cold weather jacket and placed it on a hook beside the door. Then walking into to their bedroom he removed the rest of his outfit and put on something more comfortable, a pair of red flannel pants and a short sleeved white t-shirt. Now more able to relax he returned to the living area of their dorm like unit.

John, now with his long neck lying over the back of the couch, rested with his eyes closed. As Scott walked towards the couch John's eyes opened and he beheld the upside down view of his friend.

“Falling asleep on me?" Scott asked as he set down on the couch next to John.

John raised his head up and craned his neck to look over and down at the human next to him. “I was just resting my eyes."

He then moved to stand up. “I think I would like get more comfortable as well."

“It would likely help to do so." Scott agreed.

John nodded and started to unsnap the buttons at his waist and sleeves. John's outfit was like a coverall bodysuit worn by mechanics, but with more effort to make it an everyday outfit instead of something worn for a short time. Snaps at the neck, wrists, waist and ankles held the outfit closed. A shoulder snap on the right shoulder held a flap like section over the chest that could be opened to expose the middle chest region for ventilation. No zippers were used due to the amount of fur possessed by the being likely to wear the outfit.

He first undid the shoulder and neck snaps followed by the snaps at the wrists to free his upper body. Then he placed one furry black clawed foot on the table to aid in unsnapping his ankle fastenings.

“Here let me get those for you." Scott offered and he leaned over to undo the buttons.

“Uhmm, okay." John said as he raised an eyebrow at Scott's actions. “I am more than able to do that myself though."

“I know", Scott acknowledged, “I just wanted to help you."

Once one button was undone John lowered it and raised his other foot to allow Scott to undo that one as well. With his feet now free, he shucked his way out of the outfit and stepped out of the covering.

Scott once again beheld the bare naked form of John. He saw it often enough back home where John preferred to be only in his fur, or when they showered together so Scott could assist John with reaching the many areas he was not able to reach, and finally when they went to bed together. But all of that had been platonic in nature. Scott had worked hard to suppress any stray thoughts or ideas about John that would or could complicate things between them. But now that was no longer to be the case, Scott had no further need to keep his eyes above his companion's chest. So he now gave in to the desire and admired the bear's form for all its magnificence.

John's large head and long neck extended above his densely muscled shoulders and thick muscle mass on his upper back, a trait of the brown bear stock that was used to enhance John's biology. Long arms, also thickly muscled, ended at modified overlarge paws that served as hands. John was also possessed of a broad barrel chest build and a well developed biceps. His stomach region would not be called flat or six packed by any means but John was not fat either, instead he had a moderate yet hard muscled gut. His waistline and below was of nearly equal proportion to his upper body, but John was still a little top heavy in definition of form. As he turned and leaned over to pick up his clothing, Scott got a view of his firm butt and tree trunk like thighs. Everything ended with John's furry feet, overly large as was his hands given his polar bear biology. But John's short tail drew and held Scott's focus finally and he couldn't help but chuckle to himself. Everything else about his furry friend was so large and thick except for his tail.

Hearing Scott's laughter, John craned his neck to one side and looked back towards his friend. “Something funny?" he asked as his dish like ears turned to focus on Scott.

“I'm sorry, no." Scott broke a laugh into a series of short coughs. “It's nothing."

John arched an eyebrow again and then snorted in a dismissive way and picked up his garment. Straitening up he placed it over the back of one of the two chairs on either end of the table and turned to face Scott again.

Scott's eyes traced down John's chest towards his pelvic area and finally beheld John's sheath and scrotum. John looked down at himself as his eyes followed the path of Scott's gaze.

“Is something wrong with me?" John enquired, wondering at what his friend was looking at. He brushed a paw at his sheath trying to brush off anything that might be stuck to his fur.

“No, it's just that I am getting to see you differently for the first time." Scott assured him.

“See me differently?" John asked, “How so?"

Then he checked himself over again, as if to see if something about him had changed, “You have seen me like this before and often enough."

“Yes, I have seen you like that but only as a friend would view another friend." Scott explained.

“And now you see me differently?" John asked as he moved to sit back on the couch next to Scott.

“Well, you said that you wanted us to make love tonight." Scott reminded him.

“So how does that change me?" John pressed him for more clarification.

“Well there are different social standards depending on the nature of the relationship shared between individuals John." Scott explained.

“You humans have such complex social protocols and rituals." John noted, his ears drooping somewhat as his gaze drifted downwards towards one side. Then he returned his focus to Scott's face, “But I wish to learn and know what I must do."

Scott could only smile and rested a hand somewhat awkwardly on John's own hand.

“You are so analytical about things." Scott said as he gently rubbed the back of the white furred paw. “You are so different from a human being."

John was taken aback by that simple observation. “I am sorry I am different." a slight pain burned in his chest at hearing Scott say that.

Scott read the minor changes in his friend's face and tone of voice and instantly regretted what he said. “Oh John, I did not mean that as a disparagement about you." His other hand took the same paw that the first rested upon and he held that paw firmly trying to impress reassurance though the shared touch.

“I only said that because I like that quality about you." Scott grinned, “You're not tripped up by silly human emotional hang-ups."

At Scott's efforts to reassure him, the pang of pain in his chest eased to John's relief.

“It's just I don't wish to be a disappointment to you." John explained. “I just want us to become closer."

“You are no disappointment to me John, nor could you ever be. “ Scott shook his head. “And I would like for us to become closer as well."

“What must I do?" John asked Scott, notes of desire and uncertainty in his voice.

“First you must relax", Scott smiled at him, “Here, sit next to me."

John sat down on the couch next to Scott's right side; he still towered over him a good bit even seated.

Scott released his hold on John's paw and instead placed his right hand on John's thigh by his knee.

John's eyes followed Scott's gestures and wondered about them. “What is the meaning of your hand upon my leg?"

“Well part of forming a closer bond between individuals is an increase in touching, petting, and close contact with areas of the body of their partner that is not normal or considered socially acceptable between strangers or casual friends." Scott explained. “Does my touch make you feel uneasy?"

John looked up and met Scott's eyes, “Of course not, it's just a new experience." He smiled. “Please show me more."

Scott gave a friendly smile and then began to rub John's powerful leg muscles as his hand moved higher up. “How does that feel?"

“It feels good, better than when you groom me." John assured Scott.

“You like when I groom you?" Scott smirked.

“Yes very much." John's ears suddenly lowered some, a display of embarrassment.

“I am glad to hear that, social grooming is one type of bonding." Scott continued to rub John's thigh causing the great bear to close his eyes from the pleasure.

“That is nice, but what can I do?" John asked after another minute of Scott's massaging.

“Well what do you want to do?" Scott asked.

John opened his eyes and looked at his friend again. “I would like to experience mating."

Scott tried to hide a grin.

John cocked an eyebrow. “Is that something you don't want?"

“Oh no, I am at just as interested in experiencing that with you as you are. “ Scott finished massaging John's leg and gave him a friendly vigorous pat on his thigh. “It's just that is normally the final act of mating, normally some time is spent on foreplay that deepens the whole experience."

“What's foreplay?" John shifted in his seat, turning more towards Scott as he moved to sit more in the corner of the couch.

“Foreplay is something people do together to get more comfortable with each other, lower inhibitions, and increase both arousal and desire for intercourse." Scott explained.

“I am not very knowledgeable about mating activities." John confessed, “I have not researched it much, but I have seen some things on the internet."

John scratched his lower jaw line. “I saw human males and females taking the penis of other males into their mouths, is that foreplay?"

“Well, that is one type." Scott nodded, “That is called oral sex, also known as a blow job."

“I don't remember any blowing", John recalled, “But there was a lot of slurping sounds."

It was Scott's turn to express some embarrassment as he chuckled and his face turned a shade of red.

“It is a figure of speech." Scott explained.

John sighed, “I hate those."

“What other types of foreplay are there?" John tilted his head slightly to one side, in a canine type fashion.

“Well, there are many types of foreplay." Scott lean to the side and rested his elbow on the back of the couch. “There is cuddling, petting, kissing, massaging, hugging, and masturbating, just to name a few."

“There is that many?" John's eyes drifted to one side as he processed the list.

“And that is just the tame stuff" Scott continued, “There is more aggressive things that could be painful or only appeal select types of individuals."

“Oh no, I don't want to hurt you Scott." John's gaze returned to his companion.

“And I wouldn't want to do anything to hurt you either John." Scott agreed.

They sat on the couch for a short time and Scott held John's big paw in both his hands and John smiled at his friend.

Finally it was John who spoke first, breaking the moment.

“Were do you think we should begin?" He asked Scott.

“Well, how about we start with getting you comfortable with touch?" Scott enquired.

“Okay", John nodded, “What do I need to do?"

“All you need to do sit back on the couch and relax; I will do the work." Scott instructed as he stood up before his friend.

John complied and moved more into the middle of the couch and puts big feet onto the table once again.

“Just try to relax; this will be more intimate than we have ever been before." Scott then began to rub his hands gently though the white fur of John's legs. Slowly he felt the thick fur pass though his fingers; the warmth of his black skin beneath the densely corded muscle mass greeting his fingertips.

John shivered at the long gentle caressing, the corners of his muzzle curling up in a form of smirk. “That tickles".

Scott's hands moved slowly up the bear's thighs towards his waist, soon he ran a few fingers under the large orbs held within John's scrotum. This was the first time for Scott; he had never touched John there.

This was also the first for John as well; he was completely inexperienced and had no idea the electrifying sensation that simple touch could give him. More shivers ran up his spin, more pleasure embraced his mind. He laid his head back and drank in these new and wonderful feelings.

Scott cupped John's white furry jewels in one hand, though it overflowed, and stroked them with the fingertips of the other. He smiled as he saw the mixture of expressions and ear movements John was making with his eyes closed. With nothing but a caress John's toe claws were slowly extending and retracting from the stimulus. As he continued something else of John's began to slowly extending; the black tip of John's bearhood started to slip out of his sheath.

“I take it you like this?" Scott asked the bear as he looked up to John's face.

John opened his eyes and gazed with a slightly bemused look. “Oh yes, very much." He over extended “very" for emphasis.

“Your penis seems to like it as well." Scott noted.

John noticed it now that Scott drew his attention to it. “Oh, I wasn't aware of it doing that."

“Those things do appear to have a mind of their own." Scott assured him.

John just tilted his head at a slight angle.

Scott just grinned, “A joke, I'll explain it later."

John just nodded and closed his eyes again, focusing once more on the other feelings his mind was processing.

Scott had little self dialog of his own going in his head.

“I can hardly believe we are here, doing this now." He mused and a little distracted.

He continued to massage and caress John's thick leg muscles as he watched the purple-black colored member extend from his companion's sheath. I was very thick even if it was only semi-hard at this point. But Scott knew that there was a bone at the core of that bear cock, thicker than his thumb. No matter what John, would be able to do mate without little preparation.

Then the time came to progress beyond just rubbing the polar bears thighs, it was time to get more “Hands on". So with some nervousness Scott leaned forwarded and grasped the great white sheath in one hand and gave the extended portion of black bear meat a tentative lick just under the cockhead and over the top.

Both had a reaction at that point. For Scott, he discovered what polar bear pre-cum tasted like – thicker than a human's, more salty and very slick with a slight metallic tang.

For John, a metaphorical bolt of lightning lanced up from his groin and through his spin causing his to hop in seat at the unexpected wet sensation and thrilling pleasure it elicited from him. His eyes shot open wide and he quickly looked to see what Scott had done, only to see his human lapping at the exposed bit of his bearhood. He watched as his penis extended more with each repeated lick and was now nearly fully out of its furry holster.

“Wooooh!" John growled deep in his chest.

Scott paused in his actions and smiled up at the bear. “That felt good?"

John gave a good impression of a spring necked bobble head.

“I am glad you liked it, how about this?" Scott asked as he returned his attention to the bear meat and tenderly took the thick head of it into his mouth.

A note for science, a bear can produce a very un-bear-like squeak/grunt sound as a response to certain stimuli.

Scott began to glide his tongue around the throbbing cock in his mouth and bob his head up and down the shaft.

John could do very little as he sat there, this was all so new to him and his mind would have been making beeping alarm sounds due to the nearly overload of sensations.

Scott continued his actions and was becoming aware of a increase in John's scent. A rich spicy musk smell met his nose and with increasing intensity. It was very pleasant to say the least and was itself having an arousing effect on Scott, as evident by his own hardening arousal and wet spot in his boxers.

Now polar bears are a very scent focused creature and as this was the basis for John, he too was stimulated and swayed by smell. He had experienced a mental fog when all the food was being prepared for the thanksgiving dinner. But now a new instinct response clicked when John began to smell Scott's arousal. John wanted something but he didn't fully understand any of it.

As Scott picked up his pace he worked to try to take more of John's impressive length and girth. But try as he might there was just too much of John to take, maybe with more practice and in time. But he did the best he could and was rewarded with the heavy presence of John's paw hand on his upper back. A gentle rubbing of his back began as he continued to try to pleasure his friend.

All too soon for Scott, John's thighs started to twitch and he sensed the tightening of his friend's body. He knew what was about to come and he did his best to brace himself for it. John's pawing at his back became more vigorous as he reached his crowning moment.

Being John's first time meant this was going to be his fullest payload. Scott took as much of the bear meat into his throat as he could and soon John's cock was throbbing as it unloaded. Scott coughed a good bit as he tried to contain it, but some bear semen leaked. It was so much thicker and salty. He listened as his bear growled and grunted as his cock erupted. But after about 35 seconds or so it was over. The bear meat stopped throbbing and shooting, only the sounds of ragged breathing and panting filled the room.

Removing the cock from his mouth, Scott coughed a few times and wiped a hand at the warmth on the left side of his mouth. The bear cock was softer now but still pointing up and it was fully out of John's sheath. It had to be around 10 inches long as least, no wonder he couldn't take it all.

Finally Scott's gaze returned to John's face and found John had his head and neck craned to the right side of the couch with his eyes closed. His chest rising and falling as he lungs worked like a bellows to move air in and out.

“Are you okay John?", Scott asked the bear.

After a few more deep breaths he answered in the affirmative, though his eyes remained closed. After a few more minutes he appeared to have recovered enough to raise his head and open his eyes once more.

“I have no words to describe what I felt…" John commented as he panned his head slowly left to right.

“The proper term is likely “Orgasmic"", Scott offered as a suggestion.

“If you say so, I will take your word for it." John assured him. “Now I understand all those noised the humans made in the videos."

Scott hid a laugh under a cough.

“Are you okay?" John looked at his human, sniffing him.

“Yeah, I am fine.", Scott assured the great big bear. Then he asked, “Why are you sniffing at me?"

“Because you smell good" John informed him as he inhaled deeply, “It makes me want something but I don't know what."

Scott stood up from his kneeling position between John's legs and John lowered his nose to smell his friend's own crotch. The warm breath from John's breathing was very stimulating.

Scott blushed a bit, he wanted something too.

“Come, let us go to bed and get even more comfortable." Scott said as he offered John his hand.

John looked up at the offered hand then at Scott's face, his friend smiled warmly at him and his scent grew even more intense. Accepting the hand he stood and followed him to their bed.

John collapsed onto his back on the bed and watched as Scott took off his remaining clothing. Fully naked now before the bear he climbed into the bed from the right side and lay beside John. He propped himself up on his right elbow and looked at the hulking bear's body beside him.

“What you did was amazing Scott." John said.

“It was your first time, but I am no professional at it." Scott smirked and ran the fingers of his other hand through John's chest fur where his thick mane like ruff of fur mingled in.

John smiled, “I hope we can do that again sometime." His dish like ears turned fully towards Scott.

“Of course we can and there are still other things." Scott assured him.

“I still want something; it's hard for me to explain." John said with some puzzlement.

“How best would you express it this want?" Scott prodded him verbally.

“I want you…somehow." He said after some thought. “I smell your arousal?" he asked.

Scott nodded to him.

“What do you desire Scott?" John asked him.

“I would like to make love to you if you would allow me." Scott finally explained.

“I would like that as well." John said and his eyes looked into Scott's own.

Scott leaned forward and placed his lips on John's rubbery black lips. The small hairs on his chin prickled Scott's own chin. His tongue licked at John's lips and unsure but willing, John parted his and Scott's tongue found his. Given their differences in form it might have been awkward but it felt right.

Scott moved onto John's chest and after a moment moved his kissing down John's long neck. Down he slowly made his way, across his broad chest, down his thick stomach. Finally Scott was standing at the foot of their bed with John looking down at him.

“Move backup the bed some." Scott told John and he complied as he shifted his bulk higher up the bed. Once enough room was cleared for him, Scott sat on the bed, resting on his knees, once more between John's splayed legs.

He stroked the bear's thick thighs again as he rubbed his own cock. John only looked down at him curiously. Scott then placed one hand under each of John's knees and lifted them into a bent position where John's hind paws where left standing on the bed. He looked down at his companion and admired the sight of it all.

John's thick cock was once again only halfway out of his sheath. His thick scrotum hung low above John's tail. Scott leaned forward and took one of John's balls into his mouth and sucked on it through the leathery hairy pouch, then he release it and took the other into his mouth and repeated the action. Doing this had the result of allowing him to rest the bear's balls higher up and he was greeted with the first view of John's tail hole. Like all of the bear's skin it was black in color. An area devoid of any fur aided in seeing the star at the center.

With his own hard member aching for relief Scott rubbed the head of his pre leaking cock around the opening. Thus he lubed up the bear and with two fingers he worked that natural lube into John's virgin tail hole.

John's tail flinched and twitched while Scott's fingered explored and opened him up. A bit of nervousness caused his throat to tighten as well as his other end. Thinking about what Scott was preparing him for excited him more than his apprehension hindered.

“How does that feel?" Scott asked him.

“It feels good." John assured him; in truth it did feel good. It was an odd and new sensation.

Stroking his own erecting while he worked, Scott bit his lower lip as John seemed to be ready.

“Alright buddy," Scott announced as he took his cock in hand and positioned it at John's opening." Understand this is likely to hurt at first, but I promise it will feel better shortly."

John nodded his head.

“Whatever you do, do not tense up." Scott reminded him.

Then Scott started to press forward and into John.

A burning sensation met John as Scott's cock head passed his ring. He clinched his hole but then worked to release the tension. Scott pulled back out and then pushed back into him, the head moving now deeper than before. After seven more withdrawals and pushes John was getting use to the feeling and the burning sensation had slacked. Give their size differences Scott was not very likely to hurt John but losing your virginity it always rough.

“It's all there John, I am all the way in." Scott announced. “How are you holding up?"

“I feel full." John remarked, “But it feels so good as well."

Scott pulled back and thrust into John causing the great bear to grunt.

“Oooh, that did something." John remarked excitedly.

“I likely hit your prostate; it's like a pleasure button in us males." Scott explained as he repeated the action.

John flinched once then pushed down onto the organ invading his hole. “I definitely like it."

Slowly Scott repeated the motions dozen more times. He marveled at the warmth and tightness of John's velvety insides. It had been so long since he had been with anyone and the wait had been worth it. John was worth any wait and the bear was the one who had wanted this, not just him. He was losing himself in the experience.

John said something, but he had not heard it.

“What did you say?" Scott asked,

“I need you Scott." A simple statement.

“Roll over and get on your hands and knees for me." Scott said as he withdrew himself from John.

Once more John complied, with some speed Scott noted.

Once the great bear was before him Scott stood on the bed behind John and returned his cock to John's waiting tail hole. He thrusts up and into John causing the bear to rock forwards, his own cock swaying and balls swinging. The bear moaned lustfully at being taken like this. Each thrust of Scott's was met with a backwards thrust from John.

“I need you Scott." John growled hotly. Looking back over his shoulder his eyes burned with his need.

“I need you too." Scott panted.

Scott thrust harder and faster into John's hole. The bear's short four inch tail stood strait up, as if to welcome him. As they mated their bodies rocked and John's own cock stood fully erect and proud as his balls sways and crashed into Scott each time the human hilted into him.

The room was now powerfully filled with John's musk and heat. Scott's own scent unnoticeable to any but someone with a polar bear's keen sense of smell.

A desire built up in John as Scott made love to him and he had need to fill it.

“St…stop" he panted.

Scott complied, worried he might be hurting John some how.

“What's wrong?" Scott asked.

“Lie down on upon the bed." John instructed him.

Reluctantly Scott complied and after withdrawing, he lay in the middle of the bed once John has climbed off it.

On his back with his member flagpole stiff at attention Scott wondered what John was up to.

The great big bear was now climbing up the middle of the bed over his prone form.

One John was astride Scott at the waist; Scott figured it out, just as John reached back and returned the hard human cock back under his hot tail hole and forced himself down upon it.

Having many hundreds of pounds of bear grinding himself against your cock which lies rooted up his asshole can be unnerving. To have such a powerful force wanting to ride you can be intoxicating.

Scott could only ride out the waves of action as John; now in control, raised and lowered himself with remarkable speed on Scott's cock. John was panting and growling as he worked hard to get every inch of Scott into him, his hungry tail hole not wanting the human cock to leave it unfilled.

Scott rubbed John's hard erection and stroked him as the bear fucked himself on his cock. He was more experienced than John but even his sex drive had limits and he felt his own climax approaching.

John was now lost in his rutting, he growled and leaned over Scott; his huge paws on either side of the human's head for support on the bed. Scott began to pull John down onto his cock harder if such a thing was even possible.

Small bits of foam had started to form at the corners of John's muzzle as he panted and wheezed from his efforts. Scott himself was sweating heavily from all the hard work as well.

Finally the moment had come for Scott now. He thrust his hips upwards into John as the bear forced his rear painfully down upon Scott's pelvis.

“John.." Scott grunted, he was coming so hard it was nearly painful.

“Scott… “grunt" I feel you.." another grunt" Inside of me." John growled through clinched teeth. Then John joined Scott in his own release, his second for the night, all over the chest and stomach of the human under him.

Time lost meaning for them both. They where connect to each other like they had never been before.

John's tail hole spasms were pushing Scott beyond reasoning and the feeling of it as he was milked for every drop of essence within him spurs him on to comply with that hole's hunger.

John's own balls clinched up as his cock empty itself again. It sways freely as he empty. The feeling from his other end was in control of his mind though. He wants his human, needs him somehow. His mind never wants to know what it would be like without Scott, something that Scott's mind echo's as well at the exact moment as well.

All of his great strength finally spent, John half collapses half lowers himself fully to cover the human in him. His fur wet from bother of their sweat, his own hand and foot pads moister due to ursine nature.

Together they rested, Scott still inside John's tail hole. John panting from the greatest physical exertion he has ever had so far in his life.

Raising his head, John looks down at Scott. He looks deep into his eyes as he works to control his ragged breathing.

Once able too he speaks.

“I love you Scott, I think I understand what that fully means now." John tells him.

Scott's eyes search Johns, as if looking for something. Then a tear slides down from one corner.

“I love you too." He coughs as he wipes the annoying drop away from his eye.

Then John lowers his head and brings his thick bear lips and meets his lover's human ones and kisses him. They stay like that for what feels like forever to them but is actually far too short a time. Once Scott's softens enough to slide out of John, the big bear collapses onto his side and looks over at his Scott.

“Thank you for making love to me Scott." John smiles, “for showing me love."

“Thank you too my friend." Scott says as he caresses John's muzzle, “and so much more than simply my friend."